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Pursuant to Rule 424(b)(3)
Registration No. 333-76395
PROSPECTUS
MICROVISION, INC.
1,005,236 shares of Common Stock
145,495 Common Stock Purchase Warrants
These shares of common stock and common stock purchase warrants are being
offered and sold from time to time by one of our current shareholders. We issued
the shares and warrants, or reserved the shares for issuance, to the selling
shareholder in connection with an investment that the selling shareholder made
in the Company in April 1999.
The selling shareholder may sell the shares and warrants 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 and warrants. For additional information on the selling shareholder's
possible methods of sale, you should refer to the section of this prospectus
entitled "Plan of Distribution" on page 6. We will not receive any proceeds from
the sale of the shares or warrants, but will bear the costs relating to the
registration of the shares and warrants.
Our common stock is traded on the Nasdaq National Market under the symbol
"MVIS." On April 28, 2000, the closing price for our common stock was $33.0625
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" INCLUDED IN OUR ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, AND OUR OTHER 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 OR THE COMMON STOCK PURCHASE WARRANTS.
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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 May 4, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
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<S> <C>
Our Business ........................................................... 3
Selling Shareholder .................................................... 4
Plan of Distribution ................................................... 6
Experts ................................................................ 7
Limitation of Liability and Indemnification ............................ 8
Information Incorporated by Reference .................................. 8
Available Information .................................................. 9
</TABLE>
You should rely only on information contained or incorporated by reference
in this prospectus. See "Information Incorporated by Reference" on page 8.
Neither Microvision nor the selling shareholder has authorized any other person
to provide you with information different from that contained in this
prospectus.
The shares of common stock and common stock purchase warrants 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 or warrants.
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OUR BUSINESS
Microvision develops information display and related technologies that
allow electronically generated images and information to be projected to a
viewer's eye. We have developed prototype Retinal Scanning Display (RSD)
technology devices, including portable color and monochrome versions and a full
color table-top version, are currently refining and developing our RSD
technology for defense and commercial applications, and 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 our RSD
technology will be useful in a variety of applications, including portable
communications and visual simulation for defense, medical, industrial and
entertainment that include applications requiring the superimposing of images on
the user's field of vision. We expect that our RSD technology will allow for the
production of highly miniaturized, lightweight, battery-operated displays that
can be held or worn comfortably. Our scanning technology also may be applied to
the capturing of images, in such products as digital cameras or bar code
readers. We may expend funds in evaluating and developing solutions for possible
future products involving this application.
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 through a
combination of the following activities: the licensing of technology to original
equipment manufacturers of electronics products; the provision of engineering
services associated with cooperative development arrangements and research
contracts; and the manufacture and sale of high-performance personal display
products to professional 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 SHAREHOLDER
In April 1999, Capital Ventures International (the "selling shareholder")
acquired 440,893 shares of common stock (the "Initial Shares"), a warrant to
purchase 145,495 shares of common stock ("Series 1 Warrant") and a warrant to
purchase 418,848 shares of common stock ("Series 2 Warrant"). On April 11, 2000,
the selling shareholder acquired 418,848 shares of Common Stock from Company
upon exercise of the Series 2 Warrant.
The Series 1 Warrant is exercisable at $19.05 per share. The exercise price
is subject to adjustment under certain circumstances in the event of stock
splits, stock dividends, recapitalizations, reclassifications, and similar
events, and if the Company sells certain securities at less than the market
price (as defined in the Series 1 Warrant) of the Company's common stock. The
exercise price does not adjust for changes in market price or other performance
criteria. The Series 1 Warrant may, under certain circumstances, be converted
into shares of common stock in a "cashless exercise" pursuant to which the
converting holder may surrender to the Company a number of shares of common
stock having a market value equal to the aggregate exercise price of the warrant
being converted, reducing the total number of shares to be issued by the Company
upon such conversion.
We have registered in the registration statement of which this prospectus
is a part the Initial Shares, the maximum number of shares of common stock
issuable upon exercise of the Series 1 Warrant and the Series 2 Warrant, the
Series 1 Warrant, and the Series 2 Warrant.
The following table sets forth certain information as of February 11, 2000,
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. The
information relating to the shares beneficially owned prior to the offering is
based on the Schedule 13G that the selling shareholder filed with the Securities
and Exchange Commission on February 11, 2000, disclosing the beneficial
ownership of the shares issuable upon exercise of the Series 1 Warrant and
Series 2 Warrant, and assumes that the selling shareholder has not become the
beneficial owner of additional shares after such date. The information relating
to the shares being offered hereby represents:
- the Initial Shares; and
- the maximum number of shares of common stock issuable upon exercise of
the Series 1 Warrant; and
- the shares issued upon exercise of the Series 2 Warrant.
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<TABLE>
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Ownership After
Offering if All Shares
Shares Offered Hereby Are
Beneficially Sold
Owned Prior Shares Being
Selling Shareholder to Offering Offered Shares Percent
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<S> <C> <C> <C>
Capital Ventures International 564,343 1,005,236 -0- --
</TABLE>
The selling shareholder is not entitled to exercise the Series 1 Warrant to
the extent that the shares to be received by the selling shareholder upon such
exercise would cause the selling shareholder to beneficially own more than 9.99%
of the outstanding shares of the Company's common stock. Therefore, the number
of shares set forth above and which the selling shareholder may sell pursuant to
this prospectus may exceed the number of shares that the selling shareholder
would otherwise beneficially own as determined pursuant to Section 13(d) of the
Securities Exchange Act, as amended.
The following table sets forth certain information as of May 1, 2000,
regarding the ownership of common stock purchase warrants by the selling
shareholder and as adjusted to give effect to the sale of the warrants offered
hereby.
<TABLE>
<CAPTION>
Ownership After
Offering if All
Warrants Offered
Warrants Warrants Hereby Are Sold
Owned Prior Being
Selling Shareholder to Offering Offered Warrants Percent
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<S> <C> <C> <C>
Capital Ventures International 145,495 145,495 -0- --
</TABLE>
The selling shareholder and its officers and directors have not held any
positions or office or had any other material relationship with the Company or
any of its affiliates within the past three years.
In recognition of the fact that the selling shareholder may wish to be
legally permitted to sell its shares and warrants when it deems appropriate, the
Company agreed with the selling shareholder to file with the SEC, 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 warrants, and has
agreed 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 and warrants are no longer required to be registered for the sale
thereof by the selling shareholder.
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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 shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' 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:
- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- 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:
- enter into transactions involving short sales of the shares by
broker-dealers;
- sell shares short themselves and redeliver such shares to close out
their short positions;
- 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
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- 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 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 qualifies as an
"underwriter," it will be subject to the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act.
In addition to selling its shares under this prospectus, the selling
shareholders may:
- 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;
- transfer its shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer; or
- sell its 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 of Microvision, Inc., for the year ended December
31, 1999, 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.
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LIMITATION OF LIABILITY AND INDEMNIFICATION
The Company's Amended and Restated Articles of Incorporation provide that,
to the fullest extent permitted by the Washington Business Corporation Act, the
Company's directors will not be liable for monetary damages to the Company or
its 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. The Company's Amended and Restated Bylaws authorize the
Company to indemnify its 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 directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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.
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 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, 1999;
(2) Proxy Statement for the 2000 Annual Meeting of Shareholders; and
(3) 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).
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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.
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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