As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3 Registration Statement
Under the Securities Act of 1933
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MICROVISION, INC.
(Exact name of registrant as specified in its charter)
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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]
<PAGE>
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=============================================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
- ------------------- ---------------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 2,273,926 shares $12.00 (1) $27,287,112 $7,586
no par value
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(1) The shares of common stock being registered hereby are issuable upon
exercise of the Company's publicly traded warrants at an exercise price of
$12.00 per share.
</TABLE>
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.
<PAGE>
PROSPECTUS, Subject to Completion, dated June 22, 1999
MICROVISION, INC.
2,273,926 shares of Common Stock
Price: $12.00 per share
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The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale
is not permitted.
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This prospectus covers the shares of our common stock issuable upon
exercise of our publicly-traded, redeemable common stock purchase warrants (the
"Warrants").
We have called for the redemption of all of our outstanding Warrants on
July 19, 1999, which redemption date may be extended, at our option, for up to
an additional 30 days. The Warrants may be exercised prior to the redemption
date at an exercise price of $12.00 per share. Warrants that remain outstanding
as of the redemption date will expire and we will pay the holders thereof a
redemption price of $0.25 per Warrant. If all outstanding Warrants are exercised
prior to the redemption date, we would issue 2,273,926 shares of common stock
and receive net proceeds of approximately $27,257,112, after deduction of
estimated offering expenses payable by us.
Our common stock and common stock purchase warrants are traded on the
Nasdaq National Market under the symbols "MVIS" and "MVISW," respectively. On
June 21, 1999, the closing price for our common stock was $20.875 per share and
the closing price for the Warrants was $8.5625 per warrant.
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The securities offered in this prospectus involve a high degree of risk.
You should carefully consider the "Risk Factors" contained in our Annual Report
on Form 10-K for the year ended December 31, 1998, which is incorporated by
reference in this prospectus, in determining whether to purchase our common
stock.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares or warrants, 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.
<PAGE>
TABLE OF CONTENTS
Section Page
Our Business .................................................... 3
Use of Proceeds ................................................. 4
Determination of Offering Price ................................. 4
Distribution .................................................... 4
Legal Matters ................................................... 5
Experts ......................................................... 5
Limitation of Liability and Indemnification ..................... 5
Information Incorporated by Reference ........................... 6
Available Information ........................................... 6
You should rely only on information contained or incorporated by reference
in this prospectus. See "Information Incorporated by Reference" on page 6.
Microvision has not authorized any other person to provide you with information
different from that contained in this prospectus.
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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<PAGE>
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 Display(TM)
("VRD(TM)") 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 that 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 view. 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
high-performance personal display products to professional users, directly or
through joint ventures.
Microvision was incorporated in 1993. Our offices are located at 19910
North Creek Parkway, Bothell, WA 98011-3008, and our telephone number is (425)
415-6847.
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<PAGE>
USE OF PROCEEDS
Assuming that all of the Warrants are exercised, the net proceeds to us
from the sale of the 2,273,926 shares of common stock offered hereby (at an
offering price of $12.00 per share and after deducting estimated offering
expenses payable by us) are estimated to be approximately $27,257,112. We intend
to use the net proceeds for general corporate purposes, including working
capital, research and product development, and capital expenditures. A portion
of the net proceeds also may be used to acquire or invest in complementary
businesses or products or to obtain the right to use complementary technologies.
Pending such uses, we intend to invest the net proceeds from this offering in
short-term, interest-bearing, investment grade securities
DETERMINATION OF OFFERING PRICE
The shares of common stock registered on the Form S-3 Registration
Statement, of which this prospectus constitutes a part, are issuable upon
exercise of our Warrants at the stated exercise price of $12.00 per share.
DISTRIBUTION
The shares of common stock being offered hereby are issuable upon
exercise of the Warrants. Pursuant to the terms of the Warrant Agreement, dated
as of August 27, 1996, between Microvision and American Stock Transfer & Trust
Company, Microvision has agreed to use all commercially reasonable efforts to
cause the shares issuable upon exercise of the Warrants to be duly registered
under the Securities Act of 1933. The Warrants and the shares of common stock
issuable upon exercise of the Warrants were registered on a Form SB-2
Registration Statement, Registration No. 333-5276-LA, that was declared
effective by the SEC on August 27, 1996. Because the Form SB-2 Registration
Statement in which we originally registered the shares being offered hereby is
no longer current, we are filing a Registration Statement on Form S-3, of which
this prospectus constitutes a part, to provide warrant holders with a current
prospectus upon exercise of the Warrants and issuance of the underlying shares
of common stock. We will pay all of the expenses incidental to the registration,
offering, and sale of the common stock to the public.
Each Warrant, pursuant to its terms, may be exercised by the holder in
whole at any time, or in part from time to time, prior to the redemption date by
(i) surrendering the certificate evidencing the Warrant, with the Form of
Election to Purchase on the reverse side thereof filled in and executed, to
American Stock Transfer & Trust Company, and (ii) delivering payment of the
exercise price of the Warrant being exercised, in accordance with the terms of
the Warrant Agreement. We will deliver certificates for the shares of common
stock issuable upon exercise of the Warrants to the exercising holder as soon as
practicable after such exercise.
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<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Stoel Rives LLP, Seattle, Washington.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Microvision, Inc., 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.
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
opinion of the SEC 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" certain of our
publicly-filed documents 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 securityholders have sold all the shares and warrants.
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) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
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<PAGE>
(3) Current Report on Form 8-K for the event of January 14, 1999, as
filed with the SEC on January 28, 1999;
(4) Proxy Statement for the Annual Meeting of Shareholders, as filed
with the SEC 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.
333-5276-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 about us that is contained in this prospectus is not
comprehensive and should be read together with the information contained in the
incorporated documents.
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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<PAGE>
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.................................... $ 7,586
Nasdaq listing fee...................................... $ 0*
Legal fees.............................................. $ 10,000
Accountant's fees....................................... $ 2,000
Printing fees........................................... $ 0
Transfer Agent fees..................................... $ 10,000
Miscellaneous........................................... $ 414
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Total................................................... $ 30,000
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* Nasdaq listing fee paid in connection with the Registration Statement
on Form SB-2, Registration No. 333-5276-LA, declared effective by the
SEC on August 27, 1996, in which the shares registered hereby were
originally registered.
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
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<PAGE>
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.
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 Warrant(1)
4.2 Warrant Agreement, dated as of August 26, 1996, between the
Company and American Stock Transfer & Trust Company(1)
5 Opinion of Stoel Rives LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Stoel Rives LLP (see Exhibit 5)
24 Power of Attorney (included on signature page hereof)
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(1) Incorporated by reference to the Registration Statement on Form SB-2,
Registration No. 333-5276-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
II-2
<PAGE>
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 offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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<PAGE>
(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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<PAGE>
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 June 21, 1999.
MICROVISION, INC.
By: /s/
-----------------------------------------
Richard F. Rutkowski
President and Chief Executive Officer
<PAGE>
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 21st day of June, 1999:
Signature and Title
- ---------------------
/s/
- ------------------------------------ ------------------------------------
Richard F. Rutkowski Robert A. Ratliffe
President, Chief Executive Officer Director
and Director
/s/ /s/
- ------------------------------------ ------------------------------------
Stephen R. Willey Jacob Brouwer
Director Director
/s/ /s/
- ------------------------------------ ------------------------------------
Richard A. Raisig Richard A. Cowell
Chief Financial Officer (Principal Director
financial and accounting officer)
and Director
/s/ /s/
- ------------------------------------ ------------------------------------
Walter J. Lack Douglas Trumbull
Director Director
- ------------------------------------ ------------------------------------
William A. Owens Margaret Elardi
Director Director
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
June 21, 1999
STOEL RIVES LLP
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ATTORNEYS
One Union Square
600 University Street, Suite 3600
Seattle, Washington 98101-3197
Telephone (206) 624-0900
Fax (206) 386-7500
June 18, 1999
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 an
aggregate of 2,273,926 shares of Common Stock, no par valeu, of the Company
(the "Shares") issuable thereby upon the exercise of outstanding common stock
purchase warrants (the "Warrants"). 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
purpose of this opinion.
Based upon the foregoing, it is our opinion that the Shares are duly
authorized and, when issued and sold in accordance with the terms of the
Warrants, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of htis opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
