<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1996
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2971472
State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
8493 Baymeadows Way
Jacksonville, Florida 32256
(904) 737-1367
(Address of principal executive offices)
Jeffrey Parker, President
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
(904) 737-1367
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
Telephone (212) 818-8800
Facsimile (212) 818-8881
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities to be registered Amount to be offering price aggregate Amount of
registered per share(1) offering price(2) registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 810,000(3) $12.125 $9,821,250 $3,386.63
- -------------------------------------------------------------------------------------------------------------------------------
Total Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,386.63
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the market price of the Common Stock, as reported by the Nasdaq
Stock Market on December 9, 1996, in accordance with Rule 457(c)
promulgated under the Securities Act of 1933, as amended ("Securities
Act").
(2) The proposed maximum aggregate offering price, based upon the market price
of the Common Stock, as reported by the Nasdaq Stock Market on December 9,
1996, in accordance with Rule 457(c) under the Securities Act.
(3) Pursuant to Rule 416, there are also being registered additional shares of
Common Stock as may become issuable pursuant to the antidilution provisions
in the option and warrant agreements under which the shares of Common stock
registered hereon are issuable.
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 Commission, acting pursuant to said Section 8(a),
may determine.
The Registration Statement, including all exhibits and attachments,
contains 21 pages. The exhibit index appears on the 19th page thereof.
---------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PRELIMINARY PROSPECTUS DATED DECEMBER 12, 1996
SUBJECT TO COMPLETION
PROSPECTUS
PARKERVISION, INC.
810,000 Shares of Common Stock
This Prospectus relates to up to 810,000 shares ("Shares") of Common Stock,
par value $.01 per share, of ParkerVision, Inc. ("Company") that may be offered
for sale for the account of certain stockholders ("Selling Stockholders") of the
Company as stated herein under the heading "Selling Stockholders." No period of
time has been fixed within which the Shares covered by this Prospectus may be
offered or sold.
All 810,000 Shares offered hereby are being registered for the account of
the Selling Stockholders. The Company will not receive any of the proceeds from
the sale of the Shares. All the Shares offered hereby, however, are issuable
upon exercise of certain outstanding warrants and options. If such warrants and
options are fully exercised, the Company will receive up to an aggregate of
$7,470,000 in gross proceeds. See "Use of Proceeds" and "Selling Stockholders."
All costs, expenses and fees in connection with the registration of the
Shares offered by this Prospectus will be borne by the Company. Such expenses
are estimated at $30,000. Brokerage commissions and discounts, if any,
attributable to the sale of the Shares for the accounts of the Selling
Stockholders will be borne by them.
The Common Stock of the Company is quoted in the National Market System
under the symbol "PRKR."
---------------
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY INVESTORS WHO
CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" STARTING ON PAGE 5.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ___________ __, 1996
<PAGE>
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or any of the Selling Stockholders. Neither the
delivery of this Prospectus nor any sale made under this Prospectus shall under
any circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
or solicitation in any state to any person to whom it is unlawful to make such
offer in such state.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . . . . . . 3
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
("Commission"), in Washington, D.C., a Registration Statement on Form S-3
("Registration Statement") under the Securities Act of 1933, as amended
("Securities Act") with respect to the Shares offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement
and exhibits thereto. For further information with respect to the Company and
the Shares, reference is hereby made to the Registration Statement and exhibits.
The statements contained in this Prospectus as to the contents of any contract
or other document filed as an exhibit are not complete and the description of
such contract or document is qualified in its entirety by reference to such
contract or document. The Registration Statement, together with the exhibits,
may be inspected at the Commission's principal office in Washington, D.C. and
copies may be obtained upon payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission.
Copies of such information, reports, proxy statements and other information
filed by the Company under the Exchange Act may be examined without charge at
the public reference facilities of the Commission, Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices: 14th Floor, 75 Park Place, New York, NY 10007; and Room 3190,
John C. Kluczynski Federal Building, 230 South Dearborn Street, Chicago, IL
60604. Copies can also be obtained at prescribed rates from the Commission's
Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, filed with the Commission pursuant to Section 13(a)
of the Exchange Act;
(b) The Company's Quarterly Reports on Form 10-QSB for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996, filed with the
Commission pursuant to Section 13(a) of the Exchange Act;
(c) The Company's amended Quarterly Report on Form 10-QSB/A for the fiscal
quarter ended June 30, 1996; and
(d) The Company's Proxy Statement, dated October 1, 1996, in connection
with the Annual Meeting of stockholders.
The description of the Company's Common Stock is contained in the Company's
Registration Statement on Form 8-A, declared effective by the Commission on
November 30, 1993, which registration statement is also incorporated into this
Prospectus by reference and made a part hereof.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Prospectus and filed with the Commission prior to the date of
this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document which is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). A written or telephone request
should be directed to ParkerVision, Inc. 8493 Baymeadows Way, Jacksonville,
Florida 32256, telephone number (904) 737-1367, Attention: Investor Relations.
FORWARD-LOOKING INFORMATION
Certain information contained in this Prospectus and in the documents
incorporated by reference, about the business of the Company and its strategies,
plans and expectations are forward-looking statements. For a discussion of
important factors that could cause actual results to differ materially from the
forward-looking statements, see "Risk Factors" included herein at page 5 and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the Company's Annual Report on Form 10-KSB and the
Quarterly Reports on Form 10-QSB which are documents incorporated by reference.
3
<PAGE>
THE COMPANY
GENERAL
The Company is engaged in the design, development and marketing of the
CAMERAMAN-Registered Trademark- automated video camera control systems.
THE CAMERAMAN products improve video communication by the non-professional
videographer. Using the Company's products, a non-professional videographer may
create a consistently high standard of picture and sound communication that is
focused on the subject. Because the CAMERAMAN System may be operated easily by
the non-professional, it reduces operational costs by eliminating the expense of
hiring and the difficulties of scheduling professional videographers.
Additionally, the Company designed a solution that permits the video user to
appear in the video while at the same time being able to control the camera
action.
The CAMERAMAN products include various features for the different targeted
commercial markets and a variety of compatible systems to meet the specific
needs of its customers. Although the Company believes there are many markets
for its products, the Company is focusing on the distance education and
videoconferencing markets and a more general commercial market where a high-
quality, full-featured pan/tilt system, with or without tracking capabilities is
desired.
The CAMERAMAN System II products use a Company designed base unit which is
a portable, computerized base which pans and tilts simultaneously to achieve
fluid motion, into which is integrated a professional quality single-chip or
three-chip imaging camera that provides the system camera control functions,
such as auto-focus and auto-image control. The System II base unit is available
with or without automatic tracking capabilities. Other components of the System
II product line include a main docking station and tracking ring package which
are devices used to control the automatic tracking functions and various keypads
or locators which are designed to remotely control the base unit and camera
functions.
The Company has also developed a complete product line that integrates with
the products sold by the VTEL Corporation ("VTEL"). VTEL designs, manufactures
and markets application oriented videoconferencing equipment and claims to hold
a greater than fifty percent share of the education and healthcare markets. The
Company products have been developed pursuant to a joint product development
agreement under which the two companies work to integrate the CAMERAMAN systems
into the VTEL MediaMax and other VTEL products to create fully integrated CODEC-
based videoconferencing systems.
The Company conducts an active program of research and product development.
During the fourth quarter of 1995, the Company completed the development of its
three-chip product line. This product line differs from the Company's previous
System II products in that it integrates a broadcast quality three CCD camera
into the base unit, allowing for higher resolution, better color reproduction,
improved optics and more control over basic camera functions than the single-
chip camera. This product line is available in all of the Company's current
application-specific packages for distance education and videoconferencing. The
Company believes that this higher quality camera may allow the expansion of its
product line into the studio and broadcast markets.
The Company has conducted market and technology research for a consumer
version of the CAMERAMAN system. The consumer version is being designed to
reduce system size and cost to make it more attractive for the mass consumer
market. The consumer product is still in its early development stage and the
Company cannot determine currently when, or if, development of a consumer
version of the CAMERAMAN system will be completed. The Company believes,
however, that the research devoted to system size and cost reduction for the
consumer product can be utilized in future commercial products and enable the
Company to expand into other commercial markets where size and or price
currently are barriers to market entry.
4
<PAGE>
RECENT DEVELOPMENTS
During the first quarter of 1996, the Company filed patent applications
related to certain wireless technologies which the Company believes will be
compatible with standard wireless frequencies currently allowed worldwide. The
Company is currently in the process of investigating the technical feasibility
of providing this wireless technology in manufacturable form, as well as
conducting market research to determine the appropriate industries and
associated products for this technology. The Company has developed functional
prototypes of wireless input devices, including personal computer keyboards,
computer mice and videogame controllers. Although these prototypes do not
represent manufacturable forms of the technology, they are functional proofs of
concept which the Company is utilizing in its market research and technological
development activities.
EXECUTIVE OFFICES
The Company was incorporated under the laws of the State of Florida in
August 1989. The Company's principal executive offices are located at 8493
Baymeadows Way, Jacksonville, Florida 32256, and its telephone number is (904)
737-1367.
RISK FACTORS
THE SHARES BEING OFFERED HEREBY ARE SPECULATIVE AND SHOULD NOT BE PURCHASED
BY ANYONE WHO CANNOT AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. BEFORE MAKING AN
INVESTMENT IN THE COMPANY, PROSPECTIVE INVESTORS SHOULD GIVE CAREFUL
CONSIDERATION TO THE FOLLOWING RISK FACTORS INHERENT IN AND AFFECTING THE
BUSINESS OF THE COMPANY AND THIS OFFERING.
CONTINUING LOSSES; ACCUMULATED DEFICIT. The Company incurred losses of
$3,681,729, $3,808,512 and $830,529 for the fiscal years ended December 31, 1994
and 1995 and the nine month period ended September 30, 1996, respectively. At
September 30, 1996, the Company had an accumulated deficit of $8,524,314.
Inasmuch as the Company intends to continue to devote a substantial amount of
its capital to research and development, product positioning and marketing, the
Company anticipates that losses will continue until such time as revenue
generated from CAMERAMAN system sales is sufficient to offset the Company's
operating costs. No assurance can be given that the Company will be able to
increase its revenues to the level required to offset its operating expenses.
POSSIBLE FLUCTUATIONS IN OPERATING RESULTS. The Company's operating
results could vary from period to period as a result of the length of the
Company's sales cycle, as well as from purchasing patterns of potential
customers, the timing of introduction of new products and product enhancements
by the Company and its competitors, technological factors, variations in sales
by distribution channel, competitive pricing and generally non-recurring system
sales.
SIGNIFICANT CAPITAL REQUIREMENTS; POSSIBLE NEED FOR ADDITIONAL FINANCING.
The Company's capital requirements have been and will continue to be
significant. The Company is not currently generating sufficient cash flow to
fund its operations. There can be no assurance that the Company will be able to
generate cash flows in the future which will be sufficient to fund its
operations. Assuming no change in the level of the business of the Company, it
is anticipated that the Company's existing financial resources and revenues from
operations will be sufficient to meet its anticipated requirements for the next
twelve months. If additional financing is needed after that time, the Company
will be required to borrow, sell additional securities or seek other new sources
of financing or may be required to curtail or reduce its activities. The
Company has no current arrangements with respect to additional financing. There
can be no assurance that any sources of additional financing will be available
to the Company on acceptable terms, or at all. To the extent that any future
financing involves the sale of the Company's equity securities, the interest of
the Company's then-stockholders could be substantially diluted.
UNCERTAINTY OF MARKET ACCEPTANCE AND COMMERCIALIZATION STRATEGY. The use
of automated video camera motion control technology for commercial and consumer
applications is an evolving industry characterized by the regular introduction
of new products and services. As is typical of any new business concept, demand
and market
5
<PAGE>
acceptance for newly introduced products and services is subject to uncertainty.
Achieving market acceptance for the CAMERAMAN systems will require the Company
to undertake substantial marketing efforts and to make significant expenditures
to create awareness of and demand for its products. The Company has limited
marketing experience and limited financial, personnel and other resources to
undertake extensive marketing activities. The Company's efforts will be subject
to all of the risks associated with the commercialization of new products,
including unanticipated delays, expenses, technical problems or difficulties and
technological obsolecense due to changing technology and the evolution of
industry standards. There can be no assurance that markets for the Company's
products will not be limited, or that the Company's strategies will result in
successful product commercialization or in initial or continued market
acceptance for the CAMERAMAN systems.
TECHNOLOGICAL FACTORS; UNCERTAINTY OF PRODUCT DEVELOPMENT. Although the
Company's research and development efforts relating to the technological aspects
of the existing versions of the CAMERAMAN systems are completed, the Company is
continually seeking to refine and improve the components of the system and to
develop additional CAMERAMAN systems for specific markets. The Company's
success will depend upon products meeting targeted costs and performance
standards and also will depend upon their timely introduction into the
marketplace. There can be no assurance that development of additional versions
of the CAMERAMAN systems will be successfully completed, that they will
satisfactorily perform all of the functions for which they have been designed,
that they will meet current price or performance objectives or that
unanticipated technical or other problems will not occur which would result in
increased costs or material delays in development or commercialization. The
Company's success will also be dependent upon the Company's ability to adapt its
products to be compatible with the products of third-party manufacturers of
audiovisual and telecommunications products.
UNCERTAINTY OF COMMERCIAL DEVELOPMENT OF WIRELESS TECHNOLOGY. The Company
is researching the technical feasibility of reducing its wireless technologies
to commercially manufacturable forms and products that will have widespread
market appeal. No assurance can be given that the Company will be able to do
this. In addition, the further development and achieving market acceptance of
wireless technology will require the Company to commit substantial financial and
employee resources, and there can be no assurance that the Company will have
these resources available when necessary or in sufficient amounts to satisfy
development and commercialization demands. The Company may also be subject to
the risks associated with new technology development, including delays, expense,
technical difficulties and the need to substantially change strategies.
COMPETITION. The markets for audiovisual products are characterized by
intense competition and significant price erosion over the life of a product.
The Company is aware of certain other companies which have commercialized or
have developed technologies and products competitive with certain functions of
the CAMERAMAN systems. The Company expects that companies which have developed
such technologies or products, as well as other companies with the financial
resources and expertise that would encourage them to attempt to develop
competitive products, may develop products directly competitive with the
Company's products. In the specific markets of videoconferencing and distance
education, the Company competes with the videoconferencing CODEC (network
transmission) manufacturers, CLI and other equipment manufacturers such as
Panasonic, Sony Corporation, Vicom, Inc., TSM, Inc. Telemetrics, Inc., and
Fujinon. Many of these companies are well-established, have substantially
greater financial and other resources than the Company, have established
reputations for success in the development, sale and service of audiovisual
products, and have significant advertising budgets to permit them to implement
extensive advertising and promotional campaigns in response to competitors.
Certain of these competitors dominate portions of the audiovisual industry and
have the financial resources necessary to enable them to withstand substantial
price competition, which is expected to increase, and downturns in the markets
for audiovisual products.
DEPENDENCE ON THIRD PARTY SUPPLIERS AND MANUFACTURERS. The Company
purchases substantially all of its component parts from third parties. The
Company believes that there are several available sources of supply. While the
Company attempts to maintain alternative sources for the Company's supplies, the
Company is subject to the risk of price fluctuations and possible delays in
deliveries. Failure by suppliers to continue to supply the Company on
commercially reasonable terms, or at all, would have a material adverse effect
on the Company. The Company generally does not maintain long-term supply
agreements with its suppliers and purchases supplies pursuant to purchase orders
or short-term contracts in the ordinary course of business. Failure or delay in
receiving
6
<PAGE>
necessary supplies by the Company would adversely affect the Company's
operations and its ability in turn to deliver its products on a timely basis.
PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION. The Company holds United
States and foreign patents covering certain tracking functions and methods of
controlling the field of view in an automatic tracking camera system. The
Company has applied for additional patents relating to other aspects of the
CAMERAMAN systems and its wireless technology. The Company holds a United
States trademark registration for the PARKERVISION and CAMERAMAN names. There
can be no assurance as to the breadth or degree of protection which existing or
future patents, if any, may afford the Company, that any patent applications
will result in issued patents, that the Company's patents or trademarks will be
upheld if challenged or that competitors will not develop similar or superior
methods or products outside the protection of any patent issued to the Company.
Although the Company believes that its patents and trademarks and the Company's
products do not and will not infringe patents, trademarks or violate proprietary
rights of others, it is possible that its existing patent or trademark rights
may not be valid or that infringement of existing or future patents, trademarks
or proprietary rights may occur. In the event the Company's products infringe
patents or proprietary rights of others, the Company may be required to modify
the design of its products, change the name of its products or obtain a license.
There can be no assurance that the Company will be able to do so in a timely
manner, upon acceptable terms and conditions or at all. The failure to do any
of the foregoing could have a material adverse effect upon the Company. In
addition, there can be no assurance that the Company will have the financial or
other resources necessary to enforce or defend a patent infringement or
proprietary rights violation action. Moreover, if the Company's products
infringe patents, trademarks or proprietary rights of others, the Company could,
under certain circumstances, become liable for damages, which also could have a
material adverse effect on the Company.
The Company also relies on proprietary know-how and employs various methods
to protect the source codes, concepts, ideas and documentation of its
proprietary technology. However, such methods may not afford complete
protection and there can be no assurance that others will not independently
develop similar know-how or obtain access to the Company's know-how or software
codes, concepts, ideas and documentation. Although the Company has and expects
to have confidentiality agreements with its employees and appropriate vendors,
there can be no assurance that such arrangements will adequately protect the
Company's trade secrets.
GOVERNMENT REGULATION. Certain functions of the CAMERAMAN system utilize
infrared and radio frequency technology, which is subject to regulation by the
Federal Communications Commission ("FCC"). The Company believes that it is in
substantial compliance with all applicable regulations governing its operations
and has obtained all licenses and approvals necessary for the operation of the
CAMERAMAN system. There can be no assurance that, in the future, the Company
will be able to obtain required licenses or that the FCC will not require the
Company to comply with more stringent licensing requirements. Failure or delay
in obtaining required licenses would have a material adverse effect on the
Company. In addition, expansion of the Company's operations into foreign
markets will require the Company to obtain licenses for various components of
the CAMERAMAN system. Amendments to existing statutes and regulations, adoption
of new statutes and regulations and the Company's expansion into foreign
jurisdictions, could require the Company to alter methods of operations at costs
that could be substantial, which could have an adverse effect on the Company.
There can be no assurance that the Company will be able, for financial or other
reasons, to comply with applicable laws, regulations and licensing requirements.
DEPENDENCE ON KEY PERSONNEL. The success of the Company will be largely
dependent on the personal efforts of Jeffrey Parker, its Chairman, and other key
personnel. Mr. Parker's employment agreement expires on December 31, 1996,
after which he will be employed at will. There can be no assurance given that
the Company will enter into a new employment agreement with Mr. Parker. The
loss of the services of Mr. Parker or certain other key employees would have a
material adverse effect on the Company's business and prospects. The success of
the Company is also dependent upon its ability to hire and retain highly skilled
financial, technical, marketing and other personnel. There can be no assurance
that the Company will be able to hire or retain such necessary personnel.
CONTROL BY DIRECTORS AND OFFICERS OF THE COMPANY. The current directors
and officers beneficially own approximately 49.5% of the Company's outstanding
Common Stock. Accordingly, such persons will be able to
7
<PAGE>
control the Company, elect all of the Company's directors, increase the
authorized capital, dissolve, merge, sell the assets of the Company and
generally direct the affairs of the Company.
AUTHORIZATION AND DISCRETIONARY ISSUANCE OF PREFERRED STOCK. The Company's
Certificate of Incorporation authorizes the issuance of "blank check" preferred
stock with such designations, rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Company's Common Stock. In
the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company, which could have the effect of discouraging bids for the
Company and, thereby, prevent stockholders from receiving the maximum value for
their shares. The Company has no present intention to issue any shares of its
preferred stock. However, there can be no assurance that preferred stock of the
Company will not be issued at some time in the future.
NO DIVIDENDS. The Company has paid no cash dividends on its Common Stock
to date. Payment of dividends on the Common Stock is within the discretion of
the Board of Directors and will depend upon the Company's earnings, its capital
requirements and financial condition, and other relevant factors. The Company
does not currently intend to declare any dividends on its Common Stock in the
foreseeable future.
USE OF PROCEEDS
All 810,000 Shares offered hereby are being registered for the account of
the Selling Stockholders. The Company will not receive any of the proceeds from
the sale of the Shares. All of the Shares offered hereby, however, are issuable
upon exercise of certain outstanding warrants and options. If such warrants and
options are fully exercised, the Company will receive an aggregate of $7,470,000
in gross proceeds.
The Company is unable to estimate the number of warrants and options that
may be exercised for the Shares which are being offered by the Selling
stockholders. The Company believes that the exercise of the warrants and
options primarily will depend on the market price of a share of Common Stock at
the time of exercise and its relation to their exercise price.
The Company intends to use the net proceeds from the exercise of any
warrants and options for working capital and general corporate purposes.
Pending application of the proceeds, the Company intends to place the funds in
interest-bearing investments such as bank accounts, certificates of deposit and
United States government obligations.
8
<PAGE>
SELLING STOCKHOLDERS
In connection with initial public offering by the Company of Common Stock
consummated on November 30, 1993, the Company issued to Whale Securities Co.,
L.P. ("Whale") and Dickinson & Co. ("Dickinson"), the underwriters of the
offering, underwriters' warrants ("Underwriters' Warrants") for the purchase of
up to an aggregate of 360,000 shares of Common Stock. The Underwriters'
Warrants permit the holder thereof to purchase shares of Common Stock at $8.25
per share, exercisable until November 30, 1998. Subsequent to their issuance,
Whale transferred certain of the Underwriters' Warrants to its officers and
directors and their successors.
On April 12, 1996, the Company sold shares of Common Stock in an offering
pursuant to Regulation S under the Securities Act. In connection with the
offering, the Company employed Mr. Jack Ferraro as a consultant to the Company
in the offering and as compensation for his services issued warrants ("Reg S
Warrants") to Messrs. Jack Erlanger and his designee Jack M. Ferraro for the
purchase of up to an aggregate of 250,000 shares of Common Stock at $10.00 per
share, exercisable until April 12, 2001.
On July 16, 1996, the Company entered into a consulting agreement with
Whale to provide certain financial advisory services for a five year period. In
connection with this agreement, the Company issued options ("Consultant
Options") to Whale and its designee, Frog Hollow Partners, for the purchase of
up to an aggregate of 200,000 shares of Common Stock at $10.00 per share,
exercisable until July 16, 2001.
The Company has registered for resale by the Selling Stockholders on the
Registration Statement of which this Prospectus forms a part, the 810,000 shares
of Common Stock issuable upon exercise of the Underwriters' Warrants, Reg S
Warrants and the Consultant Options. Unless otherwise indicated, the Selling
Stockholders each possess sole voting and investment power with respect to the
Shares shown and none of the Selling Stockholders has had a material
relationship with the Company or any of its predecessors or affiliates within
the past three years.
<TABLE>
<CAPTION>
AFTER OFFERING
--------------------------------
NUMBER OF
NUMBER OF SHARES SHARES
BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY
NAME PRIOR TO OFFERING(1) TO BE SOLD(1) OWNED % OF CLASS(1)
- ---- -------------------- ---------------- ------------ -------------
<S> <C> <C> <C> <C>
William G. Walters 37,243 (2) 37,243 -0- -0-
Elliot J. Smith 50,493 (3) 37,243 13,250 *
Estate of Howard D. Harlow 13,923 (4) 13,923 -0- -0-
Cynthia Buckwalter 533 (4) 433 100 *
James D. Whitten 15,402 (5) 1,402 14,000 *
Whale Securities Co., L.P. 253,756 (6)(7)(8) 253,756 -0- -0-
Dickinson & Co. 116,000 (8)(9) 116,000 -0- -0-
Frog Hollow Partners 105,000 (10) 100,000 5,000 *
Jack Erlanger 125,000 (11) 125,000 -0- -0-
Jack M. Ferraro 125,000 (11) 125,000 -0- -0-
</TABLE>
- --------------------
* Less than 1% of class.
(1) Assumes all the Underwriters' Warrants, Reg S. Warrants and Consultant
Options are exercised.
9
<PAGE>
(2) Represents shares of Common Stock issuable upon exercise of Underwriters'
Warrants. Does not include any shares of Common Stock held by Whale, a
limited partnership of which Whale Securities Corp is general partner. Mr.
Walters, the Chairman and principal shareholder of Whale Securities Corp.,
disclaims beneficial ownership of such shares.
(3) Represents 37,243 shares of Common Stock issuable upon exercise of
Underwriters' Warrants, 10,000 shares of Common Stock owned directly and
3,250 shares of Common Stock held by Praefero Partners of which Mr. Smith
is the general partner.
(4) Represents shares of Common Stock issuable upon exercise of Underwriters'
Warrants.
(5) Represents 1,402 shares of Common Stock issuable upon exercise of
Underwriters' Warrants and 14,000 shares of Common Stock held in an IRA
established for Mr. Whitten's benefit. Excludes 11,000 shares of Common
Stock held by an IRA established for Mr. Whitten's wife's benefit and
105,000 shares of Common Stock beneficially owned by Frog Hollow Partners,
the general partner of which is Mr. Whitten's wife, over which shares
Mr. Whitten disclaims beneficial ownership.
(6) Represents 153,756 shares of Common Stock issuable upon exercise of
Underwriters' Warrants and 100,000 shares of Common Stock issuable upon
exercise of the Consultant Options.
(7) Includes securities held in the name of Whale for the account of certain
equity owners and employees of Whale.
(8) Excludes shares of Common Stock held in any customer account by, and any
trading account of, Whale or Dickinson.
(9) Represents shares of Common Stock issuable upon exercise of Underwriters'
Warrants.
(10) Represents 100,000 shares of Common Stock issuable upon exercise of the
Consultant Options and 5,000 shares held directly. The general partner of
Frog Hollow Partners is Mr. James D. Whitten's wife.
(11) Represents 125,000 shares of Common Stock issuable upon exercise of Reg S
Warrants.
The registration rights granted to certain of the Selling Stockholders
generally provide that the Company and the Selling Stockholders indemnify each
other against certain liabilities, including liabilities under the Securities
Act. In the opinion of the Commission, such indemnification is against public
policy and is, therefore unenforceable.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time as market conditions
permit in the over-the-counter market, or otherwise, at prices and terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the following
methods, without limitation: (i) a block trade in which a broker or dealer so
engaged will attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; (ii) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchases; and (iv) face-to-face
transactions between sellers and purchasers without a broker/dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders
(including Whale Securities Co., L.P. and Dickinson & Co.) may arrange for other
brokers or dealers to participate. Such brokers or dealers may receive
commissions or discounts from Selling Stockholders in amounts to be negotiated.
Such brokers and dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales. From time to time, one
10
<PAGE>
or more the Selling Stockholders named herein may pledge, hypothecate or grant a
security interest in some or all of the Shares owned by them, and the pledgees,
secured parties or persons to whom such securities have been hypothecated shall,
upon foreclosure in the event of a default, be deemed to be Selling Stockholders
for purposes hereof.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Graubard Mollen & Miller, New York, New York.
EXPERTS
The financial statements of ParkerVision, Inc., incorporated by reference
in this prospectus and elsewhere in the registration statement, have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their report with respect thereto and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described above, 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. In the event that a claim for indemnification against such
liabilities is asserted by such director, officer or controlling person in
connection with the registration of the Shares, the Company 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.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The table below sets forth the estimated expenses (except the SEC
registration fee which is an actual expense) of the Registrant in connection
with the offer and sale of the shares of Common Stock covered by this
Registration Statement.
SEC registration fee. . . . . . . . . . . . . . . . . . . . . . $ 3,386.63
Accountant's fees and expenses. . . . . . . . . . . . . . . . . $ 2,500.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . $20,000.00
Printing and engraving expenses . . . . . . . . . . . . . . . . $ 2,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,113.37
----------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . $30,000.00
----------
----------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Business Corporation Act of the State of Florida
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Florida corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or a director.
Article VI, Section 6.4, of the Registrant's Articles of Incorporation
provides that directors and officers shall be indemnified to the fullest extent
provided by law.
Article VII of the Company's By-Laws provides that the Company shall
indemnify any director, officer or employee or any former director, officer or
employee to the fullest extent permitted by law.
The Underwriting Agreement among Whale Securities Co., L.P. and Dickinson &
Co. ("Underwriters") and the agreements related to the Underwriters' common
stock purchase warrants contain provisions under which the Company and the
Underwriters have agreed to indemnify each other (including officers and
directors of the Company and the Underwriters, and any person who may be deemed
to control the Underwriters or the Company) against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The agreements related to the common stock purchase options issued to
Messrs. Jack M. Ferraro and Jack Erlanger and the common stock purchase warrants
to Whale Securities Co., L.P. and Frog Hollow Partners contain provisions under
which the Company and the warrantholders have agreed to indemnify each other
(including principals, officers and directors of the Company, Whale Securities
Co., L.P. and Frog Hollow Partners and any person who may be deemed to control
the Company, Whale Securities Co., L.P. and Frog Hollow Partners) against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company.
The Company has entered into indemnification agreements with its directors
and officers whereby the Company as agreed to indemnify, and advance expenses
to, each indemnitee to the fullest extent permitted by applicable law. The
indemnification agreements will continue until and terminate upon the later of
(i) the expiration of the statute of limitations applicable to any possible
claim, or (ii) the final termination of all pending proceedings in respect of
which the indemnitee is granted rights of indemnification or advancement of
expenses or any proceeding commenced by the indemnitee.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation (incorporated by reference by
Exhibit 3.1 of Registration Statement No. 33-70588-A on
Form SB-2)
3.2 By-Laws (incorporated by reference to Exhibit 3.2 of
Registration Statement No. 33-70588-A on Form SB-2)
4.1 Form of Common Stock (incorporated by reference to
Exhibit 4.1 of Registration Statement No. 33-70588-A on
Form SB-2)
4.2 Form of Warrant and certificate attached thereto issued to
Whale Securities Co., L.P. and Dickinson & Co. (incorporated
by reference to Exhibit 4.2 of Registration Statement
No. 33-70588-A on Form SB-2)
4.3 Option Agreement between Jack M. Ferraro and the Company
dated April 12, 1996 (incorporated by reference to
Exhibit 10.3 of the Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1996)
4.4 Option Agreement between Jack Erlanger and Company dated
April 12, 1996 (incorporated by reference to Exhibit 10.4 of
the Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1996)
4.5 Warrant Agreement between Whale Securities Co., L.P. and the
Company dated July 16, 1996 (incorporated by reference to
Exhibit 4.1 of the Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1996)
4.6 Warrant Agreement between Frog Hollow Partners and the
Company dated July 16, 1996 (incorporated by reference to
Exhibit 4.2 of the Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1996)
5.1* Opinion of Graubard Mollen & Miller
10.1 Form of Indemnification Agreement between the Company and
each of the directors of the Company (incorporated by
reference to Exhibit 10.15 of Registration Statement
No. 33-70588-A on Form SB-2)
10.2 Consulting Agreement between Whale Securities Co., L.P. and
the Company dated July 16, 1996, as amended (incorporated by
reference to Exhibit 10.1 of the Quarterly Report on Form
10-QSB for the fiscal quarter ended September 30, 1996)
22 Subsidiaries (incorporated by reference to Exhibit 22 of
Form 10-KSB for fiscal year ended December 31, 1995 -
File No. 1-13012)
23.1* Consent of Graubard Mollen & Miller (included in
Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included on page II-4)
- --------------------
* Filed herewith
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-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(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
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which 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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
(d) The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1), or (4), or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
II-3
<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 Jacksonville, Florida on this 11th day of December, 1996.
PARKERVISION, INC.
By: /s/ Jeffrey Parker
-----------------------------------------
Jeffrey Parker, Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey Parker his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ Jeffrey Parker Chairman of the Board, Chief December 11, 1996
- -------------------------- Executive Officer, President and
Jeffrey Parker Director (Chief Executive Officer)
/s/ Todd Parker Vice President and Director December 11, 1996
- --------------------------
Todd Parker
/s/ Stacie Wilf Secretary, Treasurer and Director December 11, 1996
- --------------------------
Stacie Wilf
/s/ Cynthia L. Poehlman Controller and Chief Accounting December 11, 1996
- -------------------------- Officer
Cynthia L. Poehlman
/s/ William L. Sammons Director December 11, 1996
- --------------------------
William L. Sammons
/s/ Arthur G. Yeager Director December 11, 1996
- --------------------------
Arthur G. Yeager
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation (incorporated by reference by
Exhibit 3.1 of Registration Statement No. 33-70588-A on
Form SB-2)
3.2 By-Laws (incorporated by reference to Exhibit 3.2 of
Registration Statement No. 33-70588-A on Form SB-2)
4.1 Form of Common Stock (incorporated by reference to
Exhibit 4.1 of Registration Statement No. 33-70588-A on
Form SB-2)
4.2 Form of Warrant and certificate attached thereto issued to
Whale Securities Co., L.P. and Dickinson & Co. (incorporated
by reference to Exhibit 4.2 of Registration Statement
No. 33-70588-A on Form SB-2)
4.3 Option Agreement between Jack M. Ferraro and the Company
dated April 12, 1996 (incorporated by reference to
Exhibit 10.3 of the Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1996)
4.4 Option Agreement between Jack Erlanger and Company dated
April 12, 1996 (incorporated by reference to Exhibit 10.4 of
the Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1996)
4.5 Warrant Agreement between Whale Securities Co., L.P. and the
Company dated July 16, 1996 (incorporated by reference to
Exhibit 4.1 of the Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1996)
4.6 Warrant Agreement between Frog Hollow Partners and the
Company dated July 16, 1996 (incorporated by reference to
Exhibit 4.2 of the Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1996)
5.1* Opinion of Graubard Mollen & Miller
10.1 Form of Indemnification Agreement between the Company and
each of the directors of the Company (incorporated by
reference to Exhibit 10.15 of Registration Statement
No. 33-70588-A on Form SB-2)
10.2 Consulting Agreement between Whale Securities Co., L.P. and
the Company dated July 16, 1996, as amended (incorporated by
reference to Exhibit 10.1 of the Quarterly Report on Form
10-QSB for the fiscal quarter ended September 30, 1996)
22 Subsidiaries (incorporated by reference to Exhibit 22 of
Form 10-KSB for fiscal year ended December 31, 1995 -
File No. 1-13012)
23.1* Consent of Graubard Mollen & Miller (included in
Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included on page II-4)
- --------------------
* Filed herewith
II-5
<PAGE>
EXHIBIT 5.1
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
December 11, 1996
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Dear Sirs:
Reference is made to the Registration Statement on Form S-3
("Registration Statement") filed by ParkerVision, Inc. ("Company") under the
Securities Act of 1933, as amended ("Act"), with respect to an aggregate of
810,000 shares of common stock, par value $.01 per share ("Common Stock"),
including (i) 200,000 shares of Common Stock to be issued by the Company to
certain of the Selling Stockholders upon exercise of outstanding Common Stock
Purchase Warrants ("Warrants"), (ii) 250,000 shares of Common Stock to be issued
by the Company to certain of the Selling Stockholders upon exercise of
outstanding Common Stock Purchase Options ("Options"), and (iii) 360,000 shares
of Common Stock to be issued by the Company to certain of the Selling
Stockholders upon exercise of outstanding underwriter common stock purchase
warrants ("Underwriter Warrants").
We have examined such documents and considered such legal matters as
we have deemed necessary and relevant as the basis for the opinion set forth
below. With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based upon the foregoing, it is our opinion that the shares of Common
Stock being registered on the Registration Statement, to be issued by the
Company to certain of the Selling Stockholders upon exercise of the Warrants,
Options and Underwriter Warrants have been duly authorized and, when sold to the
Selling Stockholders and paid for in the manner provided in the Registration
Statement and the various agreements governing the Warrants, Options and
Underwriter Warrants between each of the Selling Stockholders and the Company,
will be legally issued, fully paid and non-assessable.
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock have been or, prior to their issuance, will be
duly executed on behalf of the Company by the Company's transfer agent and
registered by the Company's registrar, if necessary, and will conform, except as
to denominations, to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.
Very truly yours,
GRAUBARD MOLLEN & MILLER
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated February 20, 1996 included in ParkerVision, Inc.'s Annual Report on
Form 10-KSB for the year ended December 31, 1995 and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Jacksonville, Florida
December 6, 1996
