As filed with the Securities and Exchange Commission on October 18, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3 Registration Statement
Under the Securities Act of 1933
MICROVISION, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1600822
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
19910 North Creek Parkway
Bothell, WA 98011-3008
(425) 415-6847 (telephone)
(425) 415-0066 (facsimile)
(Address, including zip code, and telephone and facsimile numbers, including
area code, of principal executive offices)
Richard A. Raisig, Chief Financial Officer
19910 North Creek Parkway
Bothell, WA 98011-3008
(425) 415-6614 (telephone)
(425) 481-1625 (facsimile)
(Name, address, including zip code, and telephone and facsimile
numbers, including area code, of agent for service)
Copy to:
Christopher J. Voss
Stoel Rives LLP
One Union Square, 36th Floor
Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [X]
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Proposed Maximum Maximum
Class of Amount Offering Aggregage Amount of
Securities to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock, 637,500 $12.78(1) $8,147,250(1) $2,265
no par value shares
(1) The proposed maximum offering price per share and maximum aggregate
offering price are calculated in accordance with Rule 457(c) under the
Securities Act.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS, Subject to Completion, dated October 18, 1999
MICROVISION, INC.
637,500 shares of Common Stock
These shares of common stock are being offered and sold from time to time
by two of our current securityholders. Of these shares, 400,000 were issued upon
conversion of our Series B Convertible Preferred Stock, and the remainder are
issuable upon conversion of our Series B Stock and the exercise of common stock
purchase warrants.
The selling shareholders may sell the shares from time to time at fixed
prices, market prices, prices computed with formulas based on market prices, or
at negotiated prices, and may engage a broker or dealer to sell the shares. For
additional information on the selling shareholders' possible methods of sale,
you should refer to the section of this prospectus entitled "Plan of
Distribution" on page 5. We will not receive any proceeds from the sale of the
shares, but will bear the costs relating to the registration of the shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"MVIS." On October 12, 1999, the closing price for our common stock was
$13.00 per share.
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This shares offered in this prospectus involve a high degree of risk. You
should carefully consider the "Risk Factors" contained in our Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999 and in our future
filings with the Securities and Exchange Commission, which are incorporated by
reference in this prospectus, in determining whether to purchase shares of our
common stock.
-------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is _____, 1999.
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TABLE OF CONTENTS
Section
Page
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . .4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Limitation of Liability and Indemnification . . . . . . . . . . . . .6
Information Incorporated by Reference . . . . . . . . . . . . . . . .7
Available Information . . . . . . . . . . . . . . . . . . . . . . . .8
You should rely only on information contained or incorporated by reference
in this prospectus. See "Information Incorporated by Reference" on page 7.
Neither Microvision nor the selling shareholders have authorized any other
person to provide you with information different from that contained in this
prospectus.
The shares of common stock are not being offered in any jurisdiction where
the offering is not permitted.
The information contained in this prospectus is correct only as of the date
on the cover, regardless of the date this prospectus was delivered to you or the
date on which you acquired any of the shares.
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OUR BUSINESS
Microvision develops information display technologies that allow
electronically generated images and information to be projected onto the retina
of the viewer's eye. We have developed prototype Virtual Retinal DisplayTM
("VRDTM") devices, including portable color and monochrome versions, and
currently are refining, developing and marketing our VRD technology for
commercial applications. We expect to commercialize our technology through the
development of products and as a supplier of personal display technology to
original equipment manufacturers. We believe the VRD technology will be useful
in a variety of applications, including portable communications and visual
simulation for defense, medical, industrial and consumer markets that may
include superimposing images on the user's field of vision. We expect that our
technology will allow for the production of highly miniaturized, lightweight,
battery-operated displays that can be held or worn comfortably. Microvision's
scanning technology also may be applied to the capturing of images, in such
possible applications as a digital camera or a bar code reader.
Our objective is to be a leading provider of personal display products and
imaging technology in a broad range of professional and consumer applications.
We intend to achieve this objective and to generate revenues by licensing our
technology to original equipment manufacturers of consumer electronics products;
providing engineering services associated with cooperative development
arrangements and research contracts; and manufacturing and selling personal
display products to various users, directly or through joint ventures.
Microvision was incorporated in 1993. Our principal executive offices are
located at 19910 North Creek Parkway, Bothell, WA 98011-3008, and our telephone
number is (425) 415-6847.
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SELLING SHAREHOLDERS
On January 14, 1999, Margaret Elardi acquired 5,000 shares of our Series B
Convertible Preferred Stock. These shares were converted into 400,000 shares of
our Common Stock on May 11, 1999. In connection with her initial investment in
Microvision, Mrs. Elardi also acquired options to purchase an additional 3,520
shares of our Series B Stock convertible into 200,000 shares of our Common
Stock. The material terms of this transaction are described in our Current
Report on Form 8-K filed with the Securities and Exchange Commission on January
28, 1999, which is incorporated by reference in this prospectus. We issued
warrants to purchase 25,000 shares of our common stock to Stan Berk as a
placement fee in connection with our initial issuance of Series B Stock to Mrs.
Elardi, and warrants to purchase an additional 6,250 shares of Common Stock to
Mr. Berk upon Mrs. Elardi's exercise of an option to purchase 1,600 shares of
Series B Stock in July, 1999. We will issue warrants to purchase an additional
6,250 shares of Common Stock to Mr. Berk if Mrs. Elardi exercises her option to
purchase 1,920 shares of our Series B Stock. Mrs. Elardi and Mr. Berk are
referred to as the "selling shareholders" in this prospectus. We are registering
the shares of Common Stock issued and issuable to the selling shareholders upon
conversion of our Series B Stock and exercise of our warrants in the
registration statement of which this prospectus is a part.
Mrs. Elardi is currently a non-employee director of Microvision. Mr. Berk
has no material relationship with Microvision.
The following table sets forth certain information as of October 12,
1999, regarding the ownership of the common stock by the selling shareholder and
as adjusted to give effect to the sale of the shares offered hereby.
Ownership After
Shares Offering if All Shares
Beneficially Offered Hereby Are Sold
Owned Prior Shares Being
Selling Shareholder to Offering Offered Shares Percent
Margaret Elardi 601,400 600,000 1,400 *
Stan Berk 37,500 37,500 --- ---
- ----------
* - Less than one percent.
In recognition of the fact that the selling shareholders may wish to be
legally permitted to sell their shares in the public market when they deem
appropriate, we agreed with the selling shareholders to file with the Securities
and Exchange Commission, under the Securities Act, a registration statement on
Form S-3, of which this prospectus forms a part, with respect to the resale of
the shares, and to prepare and file such amendments and supplements to the
registration statement as may be necessary to keep the registration statement
effective until the shares are no longer required to be registered for sale by
the selling shareholders.
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PLAN OF DISTRIBUTION
We are registering the shares covered by this prospectus for the selling
shareholders. As used in this prospectus, "selling shareholder" includes the
pledgees, donees, transferees or others who may later hold a selling
shareholder's interest. We will pay the costs and fees of registering the
shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the shares. Microvision and
the selling shareholders each have agreed to indemnify the other against certain
liabilities, including liabilities arising under the Securities Act, that relate
to statements or omissions in the registration statement of which this
prospectus forms a part.
The selling shareholders may sell the shares in the over-the-counter market
or otherwise, at market prices prevailing at the time of sale, at prices related
to prevailing market prices, or at negotiated prices. In addition, the selling
shareholders may sell some or all of their shares through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchases.
When selling the shares, the selling shareholders may enter into hedging
transactions. For example, the selling shareholders may:
o enter into transactions involving short sales of the shares by
broker-dealers;
o sell shares short themselves and redeliver such shares to close out
their short positions;
o enter into option or other types of transactions that require the
selling shareholders to deliver shares to a broker-dealer, who will
then resell or transfer the shares under this prospectus; or
o loan or pledge the shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares.
The selling shareholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling shareholders may allow other broker-dealers to participate in resales.
However, the selling shareholders and any broker- dealers involved in the sale
or resale of the shares may qualify as "underwriters" within the
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meaning of the Section 2(a)(11) of the Securities Act. In addition, the
broker-dealers' commissions, discounts or concessions may qualify as
underwriters' compensation under the Securities Act. If the selling shareholders
qualify as underwriters, they will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act.
In addition to selling their shares under this prospectus, the selling
shareholders may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the Securities Act;
o transfer their shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer; or
o sell their shares under Rule 144 of the Securities Act rather than
under this prospectus, if the transaction meets the requirements of
Rule 144.
Upon notification by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing the material terms of the transaction. In addition, we will file a
supplement to this prospectus if a selling shareholder notifies us that a donee
or pledgee intends to sell more than 500 shares.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1998, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LIMITATION OF LIABILITY AND INDEMNIFICATION
Our Amended and Restated Articles of Incorporation provide that, to the
fullest extent permitted by the Washington Business Corporation Act, our
directors will not be liable for monetary damages to us or our shareholders,
excluding, however, liability for acts or omissions involving intentional
misconduct or knowing violations of law, illegal distributions or transactions
from which the director receives benefits to which the director is not legally
entitled. Our Amended and Restated Bylaws authorize us to indemnify our
directors, officers, employees and agents to the fullest extent permitted by
applicable law, except for any legal proceeding that is initiated by such
directors, officers, employees or agents without authorization of the Board of
Directors.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the SEC's
opinion, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" our public filings into
this prospectus, which means that information included in those documents is
considered part of this prospectus. Information that we file with the SEC
subsequent to the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling shareholders
have sold all the shares.
The following documents filed with the SEC are incorporated by reference in
this prospectus:
(1) Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Current Report on Form 8-K for the event of January 14, 1999, as
filed with the SEC on January 28, 1999;
(3) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31 and June 30, 1999;
(4) Definitive proxy statement for the 1999 Annual Meeting of
Shareholders, as filed on April 30, 1999; and
(5) The description of our common stock set forth in Amendment No. 1
to our Registration Statement on Form SB-2 (Registration No.
33-5276-LA), including any amendment or report filed for the
purpose of updating such description, as incorporated by
reference in our Registration Statement on Form 8-A (Registration
No. 0-21221).
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents. You should direct any requests for documents to Investor
Relations, Microvision, Inc., 19910 North Creek Parkway, Bothell, WA 98011-3008,
telephone (425) 415-6847.
The information relating to the Company contained in this prospectus is not
comprehensive and should be read together with the information contained in the
incorporated documents.
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AVAILABLE INFORMATION
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with SEC rules.
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy the Registration Statement and any other document
that we file at the SEC's public reference rooms located at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
Statements contained in this prospectus as to the contents of any contract
or other document referred to are not necessarily complete and in each instance
you should refer to the copy of such contract or other document filed as an
exhibit to the Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All expenses in connection with the issuance and distribution of the
securities being registered will be paid by the Company. The following is an
itemized statement of these expenses (all amounts are estimated except for the
SEC and Nasdaq listing fees):
SEC Registration fee. . . . . . . . . . $ 2,265
Nasdaq listing fee. . . . . . . . . . . $14,000
Legal fees. . . . . . . . . . . . . . . $ 5,000
Accountant's Fees . . . . . . . . . . . $ 2,500
Printing Fees . . . . . . . . . . . . . $ 0
Miscellaneous . . . . . . . . . . . . . $ 1,235
-------
Total . . . . . . . . . . . . . . . . . $25,000
Item 15. Indemnification of Officers and Directors.
Article 7 of the Company's Amended and Restated Articles of Incorporation
and Section 10 of the Company's Restated Bylaws authorize the Company to
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the Washington Business Corporation Act (the "Act"). Sections
23B.08.500 through 23B.08.000 of the Act authorize a court to award, or a
corporation's board of directors to grant, indemnification to directors and
officers on terms sufficiently broad to permit indemnification under certain
circumstances for liabilities arising under the Securities Act.
Section 23B.08.320 of the Act authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 6 of the Company's Amended and Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Company and
its shareholders.
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Item 16. Exhibits.
3.1 Amended and Restated Articles of Incorporation of the Company (1)
3.1.1 Articles of Amendment Containing the Statement of Rights and
Preferences of the Series B Convertible Preferred Stock of the
Company (2)
3.2 Amended and Restated Bylaws of the Company (3)
4.1 Form of specimen certificate for the Series B-1 Stock (2)
4.2 Form of specimen certificate for the Series B-2 Stock (2)
4.3 Form of specimen certificate for the Series B-3 Stock (2)
4.4 Registration Rights Agreement, dated as of January 14, 1999, between
Microvision, Inc. and Margaret Elardi (2)
10.1 Series B Convertible Preferred Stock Purchase Agreement, dated as of
January 14, 1999, between Microvision, Inc. and Margaret Elardi (2)
5.1 Opinion on Legality
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page hereof)
- --------------
(1) Incorporated by reference to the Registration Statement on Form SB-2,
Registration No. 33-5276-LA.
(2) Incorporated by reference to the Current Report on Form 8-K for the
event of January 14, 1999, as filed on January 28, 1999
(3) Incorporated by reference to the Quarterly Report on Form 10-QSB for
the quarterly period ending June 30, 1998
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Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration statement
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration statement (or
the most recent post- effective amendment thereof) that,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
statement; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the
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offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question,
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bothell, State of Washington, on October 18, 1999.
MICROVISION, INC.
By: /s/ RICHARD F. RUTKOWSKI
----------------------------------------------
Richard F. Rutkowski
President and Chief Executive Officer
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KNOW ALL BY THESE PRESENTS that each person whose signature appears below
hereby authorizes and appoints Richard F. Rutkowski and Richard A. Raisig, and
each of them, with full power of substitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each file, any and
all amendments to this Registration Statement, including any and all
post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 18th day of October, 1999:
Signature and Title
/s/ RICHARD F. RUTOWSKI /s/ ROBERT A. RATLIFFE
- ---------------------------------- -------------------------------------
Richard F. Rutkowski Robert A. Ratliffe
President, Chief Executive Officer Director
and Director
/s/ STEPHEN R. WILLEY /s/ JACOB BROUWER
- ---------------------------------- --------------------------------------
Stephen R. Willey Jacob Brouwer
Director Director
/s/ RICHARD R. RAISIG /s/ RICHARD A. COWELL
- ---------------------------------- --------------------------------------
Richard A. Raisig Richard A. Cowell
Chief Financial Officer (Principal Director
financial and accounting officer)
and Director
/s/ WALTER J. LACK /s/ DOUGLAS TRUMBULL
- ---------------------------------- --------------------------------------
Walter J. Lack Douglas Trumbull
Director Director
/s/ WILLIAM A. OWEN
- ---------------------------------- --------------------------------------
William A. Owen Margaret Elardi
Director Director
October 13, 1999
Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011-0066
Ladies and Gentlemen:
We have acted as counsel for Microvision, Inc. (the "Company"), in
connection with the filing of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933 covering 637,500
shares of Common Stock, no par value, of the Company (the "Shares"). We have
reviewed the corporate action of the Company in connection with this matter and
have examined such documents, corporate records, and other instruments as we
have deemed necessary for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the Shares are duly
authorized, and when issued and sold, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STOEL RIVES LLP
STOEL RIVES LLP
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 1, 1999 relating to the
financial statements, which appears in Microvision, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Seattle, Washington
October 13, 1999
