UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
(_) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from _______ to ________
Commission file number 0-22904
PARKERVISION, INC.
(Name of small business issuer as specified in its charter)
Florida 59-2971472
(State or other jurisdiction of I.R.S. Employer ID No.
incorporation or organization)
8493 Baymeadows Way
Jacksonville, Florida 32256
(904) 737-1367
(Address of principal executive offices)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ___ No ___.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 30, 1996, 10,022,754 shares of the Issuer's Common Stock, $.01 par
value, were outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The accompanying unaudited financial statements of ParkerVision, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. All adjustments which, in the opinion
of management, are necessary for a fair presentation of the financial condition
and results of operations have been included. Operating results for the three
and six month periods ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996.
These interim consolidated financial statements should be read in conjunction
with the Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 1995.
2
<PAGE>
PARKERVISION, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
1996 December 31,
ASSETS (unaudited) 1995
- - ------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,165,613 $ 1,291,527
Short-term investments 4,077,569 5,080,308
Accounts receivable, net of allowance for
doubtful accounts of $26,224 and $17,350 at
June 30, 1996 and December 31, 1995, respectively 2,219,479 451,274
Interest and other receivables 174,968 394,889
Inventories, net 1,831,405 2,274,764
Prepaid expenses 160,968 131,044
Deferred income taxes 6,662 6,662
--------- -----------
Total current assets 9,636,664 9,630,468
--------- -----------
LONG-TERM INVESTMENTS 7,979,236 0
--------- -----------
PROPERTY AND EQUIPMENT, net 1,010,077 1,093,269
--------- -----------
OTHER ASSETS, net 232,572 231,239
--------- -----------
Total assets $18,858,549 $10,954,976
=========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE>
PARKERVISION, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
1996 December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1995
- - ------------------------------------ ----------- ------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 848,731 $ 462,466
Accrued expenses:
Salaries and wages 162,548 113,112
Professional fees and other 94,597 62,333
Interest payable to related parties 0 8,110
Deferred revenue 2,508 87,954
Current portion of long-term subordinated
debentures 0 216,018
Total current liabilities 1,108,384 949,993
--------- ----------
LONG-TERM SUBORDINATED DEBENTURES 0 3,028,237
--------- ----------
DEFERRED INCOME TAXES 6,662 6,662
--------- ----------
COMMITMENTS AND CONTINGENCIES
(Notes 4, 6 and 7)
SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value, 1,000,000
shares authorized, none issued
or outstanding 0 0
Common stock, $.01 par value, 20,000,000
shares authorized, 10,022,754 and
8,800,541 shares issued and outstanding
at June 30, 1996 and December 31, 1995,
respectively 100,227 88,005
Warrants outstanding 360 360
Additional paid-in capital 26,015,122 14,556,754
Accumulated deficit (8,372,206) (7,675,035)
---------- ---------
Total shareholders' equity 17,743,503 6,970,084
---------- ---------
Total liabilities and shareholders' equity $ 18,858,549 $10,954,976
=========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
<PAGE>
PARKERVISION, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
------------------------------ ----------------------------
1996 1995 1996 1995
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues, net $3,243,972 $1,003,398 $4,781,661 $ 1,323,004
Cost of goods sold 2,070,778 620,891 3,089,579 836,857
--------- --------- --------- ----------
Gross margin 1,173,194 382,507 1,692,082 486,147
Marketing and selling expenses 627,697 518,629 1,094,632 997,384
General and administrative expenses 373,851 334,433 675,034 652,756
Research and development expenses 324,321 271,688 665,570 552,001
Nonrecoverable start-up and
excess capacity costs 40,000 150,488 91,350 311,669
Interest expense to related parties 8,634 89,217 75,547 178,434
Interest income (160,374) (99,912) (242,440) (203,197)
Other expense, net 0 31,005 10,810 32,392
--------- ---------- --------- ---------
Net loss $ (40,935) $ (913,041) $ (678,421) $(2,035,292)
========= ========== ========= ==========
Net loss per common and
common equivalent share $ (0.00) $ (0.10) $ (0.07) $ (0.23)
========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
PARKERVISION, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Common Stock Additional Total
--------------------------- Warrants Paid-In Accumulated Shareholders'
Shares Par Value outstanding Capital Deficit Equity
------------ ----------- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1995 8,800,541 $ 88,005 $ 360 $14,556,754 $ (7,675,035) $ 6,970,084
Issuance of common stock
upon exercise of employee
stock options 17,788 178 0 28,662 0 28,840
Issuance of common stock for
cash on April 12, 1996, net of
offering costs of $602,500 800,000 8,000 0 7,389,500 0 7,397,500
Issuance of common stock for
conversion of $3,244,250
subordinated debentures
payable on April 12, 1996 324,425 3,244 0 3,241,006 0 3,244,250
Issuance of common stock for
cash on April 22, 1996 80,000 800 0 799,200 0 800,000
Unrealized loss on
investments available for sale 0 0 0 0 (18,750) (18,750)
Net loss for the period ended
June 30, 1996 0 0 0 0 (678,421) (678,421)
---------- -------- ----- ---------- ----------- ----------
BALANCE,
June 30, 1996 (unaudited) 10,022,754 $ 100,227 $ 360 $26,015,122 $ (8,372,206) $17,743,503
========== ======== ===== =========== ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
PARKERVISION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------- ---------------------------------
1996 1995 1996 1995
----------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (40,935) $ (913,041) $ (678,421) $ (2,035,292)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 133,738 179,401 265,089 280,122
Amortization of discounts on investments (39,654) (30,369) (70,124) (53,019)
Provision for obsolete inventories 100,000 29,934 170,451 29,934
Changes in operating assets and liabilities:
Increase in accounts receivable, net (1,229,150) (530,112) (1,768,205) (465,244)
(Increase) decrease in interest and other
receivables (125,480) 58,296 219,921 169,166
Decrease in inventories, net 393,011 134,226 272,908 9,797
Increase in prepaid expenses (1,843) (16,066) (29,924) (37,315)
Increase in other assets (14,604) (95,154) (23,849) (111,465)
Increase in accounts payable and accrued
expenses 537,023 40,570 467,960 32,576
Decrease in interest payable to related partie 0 (89,217) (8,110) 0
(Decrease) increase in deferred revenue (32,057) (2,175) (85,446) 5,205
---------- ----------- ---------- ---------
Total adjustments (279,016) (320,666) (589,329) (140,243)
---------- ----------- ---------- ---------
Net cash used for operating activities (319,951) (1,233,707) (1,267,750) (2,175,535)
---------- ----------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (6,925,123) (999,176) (6,925,123) (3,934,162)
Proceeds from maturity of investments 0 7,947,000 0 7,947,000
Purchase of property and equipment (136,805) (157,323) (159,381) (320,853)
----------- --------- ---------- ----------
Net cash (used for) provided by
investing activities (7,061,928) 6,790,501 (7,084,504) 3,691,985
----------- --------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 8,211,044 40,049 8,226,340 55,631
----------- --------- ----------- ----------
Net cash provided by financing activities 8,211,044 40,049 8,226,340 55,631
----------- --------- ----------- ----------
NET CHANGE IN CASH AND CASH
EQUIVALENTS 829,165 5,596,843 (125,914) 1,572,081
CASH AND CASH EQUIVALENTS, beginning of
period 336,448 524,223 1,291,527 4,548,985
----------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 1,165,613 $ 6,121,066 $ 1,165,613 $ 6,121,066
=========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
PARKERVISION, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ACCOUNTING POLICIES
There have been no changes in accounting policies from those stated in the
Annual Report on Form 10-KSB for the year ended December 31, 1995.
Cash and Cash Equivalents. Cash and cash equivalents include overnight
repurchase agreements totaling $1,079,000 and $1,093,000 at June 30, 1996
and December 31, 1995, respectively.
Reclassifications. Certain reclassifications have been made to the 1995
statements to conform to the 1996 presentation.
2. LOSS PER SHARE
Loss per share is determined based on the weighted average number of common
shares and common share equivalents outstanding during each period. Common
share equivalents are excluded from the determination of the weighted
average number of shares outstanding to the extent they are anti-dilutive.
The weighted average number of common shares and common share equivalents
outstanding for the three month periods ended June 30, 1996 and 1995 is
9,865,565 and 8,747,131, respectively. The weighted average number of
common shares and common share equivalents outstanding for the six month
periods ended June 30, 1996 and 1995 is 9,679,491 and 8,747,957,
respectively.
3. INVENTORIES:
Inventories consist of the following:
June 30, December 31,
1996 1995
---------- ------------
Purchased materials $1,403,047 $1,751,527
Work in process 293,963 484,873
Finished goods 436,839 370,364
--------- ---------
2,133,849 2,606,764
Less allowance for
inventory obsolescence (302,444) (332,000)
--------- ---------
$1,831,405 $2,274,764
========= =========
8
<PAGE>
4. SIGNIFICANT CUSTOMERS
For the three months ended June 30, 1996, Vtel Corporation and one other
customer accounted for approximately 51% and 10% of total revenues,
respectively. For the three months ended June 30, 1995, two customers each
accounted for approximately 10% of total revenues.
For the six month period ended June 30, 1996, Vtel Corporation and one
other customer accounted for approximately 50% and 12% of total revenues,
respectively. For the six months ended June 30, 1995, two customers, in
aggregate, accounted for approximately 23% of total revenues, neither of
which individually accounted for more than 12% of total revenues.
5. RELATED PARTY TRANSACTIONS
On April, 12, 1996, the Company converted $3,244,250 of its long-term debt
payable to related parties to 324,425 shares of common stock of the Company
(See Note 7).
6. STOCK OPTIONS
On April 1, 1996, the Company issued incentive stock options under the 1993
stock plan to purchase an aggregate of 21,775 shares of its common stock
for $10.50 per share to certain employees. These options were granted at an
exercise price equal to fair market value of the common stock at the date
of grant. These options vest either immediately or over a five year period
and are exercisable for a period of five years from the date the options
become vested.
On June 19, 1996, the Company issued stock options under the 1993 stock
plan to purchase an aggregate of 112,500 shares of its common stock for
$13.875 per share to two officers. These options were granted at an
exercise price equal to fair market value of the common stock at the date
of grant. These options vest either immediately or over a five year period
and are exercisable for a period of five to ten years from the date the
options become vested.
Options to purchase 194,725 shares of common stock were available for
future grants under the 1993 stock plan at June 30, 1996.
In connection with its Regulation S offering (see Note 7), on April 12,
1996, the Company granted options to purchase an aggregate of 250,000
shares of common stock of the Company at an exercise price of $10.00 per
share. The options are exercisable for a period of five years from the date
of consummation of the offering. The options have an estimated fair market
value of $5.48 per share, or $1,370,000.
9
<PAGE>
7. STOCK AUTHORIZATION AND ISSUANCE
On April 12, 1996, the Company completed an offering of 800,000 shares of
its common stock to overseas investors in a transaction pursuant to
Regulation S of the Securities Act of 1933, as amended (the "Offering").
The shares, which constituted approximately 8.3% of the Company's
outstanding common stock on an after-issued basis, were sold at a price of
$10.00 per share. After deducting issuance and offering costs of $602,500,
the Company received net proceeds therefrom of $7,397,500.
The Company engaged an outside financial consultant in connection with the
Offering, and as compensation for his services, on April 12, 1996, the
Company granted the consultant and his designee options to purchase an
aggregate of 250,000 shares of common stock of the Company (see Note 6).
Also in connection with the Offering, certain related parties agreed to
convert an aggregate of $3,244,250 of subordinated debentures of the
Company at a value of $10.00 per share for an aggregate of 324,425 shares
of common stock. In accordance with the conversion agreement, these shares
may not be sold, assigned, pledged or otherwise transferred publicly or
privately to a third party for a period of six months after the date of
conversion.
On April 22, 1996, the Company completed an offering of an aggregate of
80,000 shares of its common stock to two investors in a private placement
transaction pursuant to Section 4(2) of the Securities Act of 1933, as
amended. These shares, which constituted approximately 0.8% of the
Company's outstanding common stock on an after-issued basis, were sold at a
price of $10.00 per share and the Company received net proceeds therefrom
of $800,000.
10
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations for Each of the Three and Six Month Periods Ended June 30,
1996 and 1995
Revenues
Revenues for the three months ended June 30, 1996 were $3,243,972, as compared
to $1,003,398 for the three months ended June 30, 1995. This increase of
$2,240,574 is a result of an increase in the number of systems sold, as well as
an increase in the average selling price per system.
The Company sold 682 systems during the three month period ended June 30, 1996,
as compared to 235 systems for the three month period ended June 30, 1995. This
increase in system sales is attributable to continued market acceptance of the
Company's second generation CameraMan(R) system ("System II"), increased
shipments of the Company's newly released three-chip camera system, and the
shipment of products designed for integration with VTEL products, in connection
with the Company's co-development and co-marketing agreement with Vtel
Corporation ("VTEL"). VTEL accounted for approximately 51% of total revenues for
the three month period ended June 30, 1996.
The average selling price per system for the three months ended June 30, 1996
and 1995, was approximately $4,800 and $4,300, respectively. This increase of
approximately $500 per system is primarily due to a change in the mix of
products sold, including the shipment of three-chip camera systems during the
second quarter of 1996. The three-chip system generates approximately $8,500
more revenue per system than the Company's System II single-chip products.
Revenues for the six months ended June 30, 1996 were $4,781,661, as compared to
$1,323,004 for the six months ended June 30, 1995. This increase of $3,458,657
is a result of a 650 unit increase in the number of systems sold and a $600
increase in the average selling price per system from the six month period ended
June 30, 1995 to the corresponding period in 1996.
Gross Margin
For the three month periods ended June 30, 1996 and 1995, gross margins as a
percentage of sales were 36.2% and 38.1%, respectively. This decrease is
primarily due to the mix of products sold to VTEL during the second quarter of
1996. All systems purchased by VTEL represent general pan/tilt base units. VTEL
may then separately purchase various upgrade packages which will convert the
base unit into an application-specific package. The Company earns higher margins
on the sale of upgrade packages than on the base unit itself. During the second
quarter of 1996, approximately 37% of the base units purchased by VTEL were
general pan/tilt units without corresponding application-specific upgrade
packages.
11
<PAGE>
For the six month periods ended June 30, 1996 and 1995, gross margins as a
percentage of sales were 35.4% and 36.7%, respectively. This decrease is
primarily due to the mix of products sold. During the six months ended June 30,
1996, approximately 33% of the base units purchased by VTEL were general
pan/tilt units without corresponding application-specific upgrade packages.
Marketing and Selling Expenses
Marketing and selling expenses were $627,697 for the three month period ended
June 30, 1996, as compared to $518,629 for the same period in 1995. This
increase of $109,068 is primarily due to an increase in personnel costs
resulting from the addition of sales and marketing personnel throughout 1995 to
support the Company's ongoing marketing and selling activities, partially offset
by a decrease in advertising costs resulting from the completion in 1995 of the
Company's large-scale media campaign targeted at the distance education and
videoconferencing markets.
For the six month periods ended June 30, 1996 and 1995, marketing and selling
expenses were $1,094,632 and $997,384, respectively. The increase of $97,248 is
primarily due to an increase in personnel costs, partially offset by a decrease
in advertising costs.
General and Administrative Expenses
For the three month periods ended June 30, 1996 and 1995, general and
administrative expenses were $373,851 and $334,433, respectively. This increase
of $39,418 is primarily due to an increase in administrative personnel,
partially offset by a decrease in officers' salaries resulting from a voluntary
salary reduction by two of the Company's officers during 1996.
For the six month periods ended June 30, 1996 and 1995, general and
administrative expenses were $675,034 and $652,756, respectively. This increase
of $22,278 is primarily due to an increase in administrative personnel and
professional fees, offset by a decrease in officers' salaries.
Research and Development Expenses
The Company's research and development expenses were $324,321 and $271,688 for
the three month periods ended June 30, 1996 and 1995, respectively. This
increase of $52,633 is primarily a result of increased personnel and related
costs incurred in order to continue to refine the Company's existing
CameraMan(R) systems and conduct research in complimentary wireless
technologies.
12
<PAGE>
For the six month periods ended June 30, 1996 and 1995, research and development
expenses were $665,570 and $552,001, respectively. This increase of $113,569 is
primarily due to an increase in personnel and related costs.
Nonrecoverable Start-up and Excess Capacity Costs
For the three month periods ended June 30, 1996 and 1995, nonrecoverable
start-up and excess capacity costs were $40,000 and $150,488, respectively. For
the six month periods ended June 30, 1996 and 1995, nonrecoverable start-up and
excess capacity costs were $91,350 and $311,669, respectively. These costs
represent labor and overhead costs incurred by the Company in excess of those
directly or indirectly attributable to system production. This decrease is due
to expanded usage of capacity as production volumes increased, as well as lower
overhead costs during 1996 as a result of a decrease in the rental cost for the
Company's manufacturing facilities.
Interest Expense
Interest expense represents interest on subordinated debentures payable to
related parties. Interest expense was $8,634 and $89,217 for the three month
periods ended June 30, 1996 and 1995, respectively, and $75,547 and $178,434 for
the six month periods ended June 30, 1996 and 1995, respectively. This decrease
in interest expense is primarily a result of the conversion of the subordinated
debentures to common stock on April 12, 1996 (see Note 7 to the financial
statements included in Item 1).
Interest Income
Interest income was $160,374 and $99,912 for the three month periods ended June
30, 1996 and 1995, respectively, and $242,440 and $203,197 for the six month
periods ended June 30, 1996 and 1995, respectively. Interest income primarily
represents interest earned on the investment in U.S. government securities of a
substantial portion of the proceeds from the Company's initial public offering
and its subsequent non-registered offerings in 1996. The increase in interest
income is due to the investment of the proceeds from the Company's Regulation S
and private placement transactions in April 1996 (see Note 7 to the financial
statements included in Item 1), offset somewhat by the Company's use of proceeds
from maturing investments to fund operations during 1995 and 1996.
Backlog
As of June 30, 1996, the Company had a backlog of approximately $578,000, as
compared to a backlog as of June 30, 1995 of approximately $504,000. Backlog
consists of orders received which generally have a specified delivery schedule
within three months of receipt.
13
<PAGE>
Liquidity and Capital Resources
At June 30, 1996, the Company had working capital of $8,528,280, a decrease of
$152,195 from $8,680,475 at December 31, 1995. This decrease in working capital
is primarily due to the increase in accounts payable and decrease in inventories
resulting from the Company's increased volume of production during 1996,
partially offset by increases in accounts receivable and decreases in short-term
investments as maturing investments were used to fund operations during the
first half of 1996.
The Company used cash for operating activities of $319,951 and $1,233,707 for
the three month periods ended June 30, 1996 and 1995, respectively, and
$1,267,750 and $2,175,535 for the six month periods ended June 30, 1996 and
1995, respectively. The decrease in cash used for operating activities is
primarily due to increases in accounts receivable, offset by increases in
accounts payable and decreases in the Company's net losses for the three and six
month periods ended June 30, 1996 as compared to the corresponding periods in
1995. The increases in accounts receivable and accounts payable and the decrease
in net losses are primarily attributable to increases in the Company's revenues
for the three and six month periods ended June 30, 1996 as compared to the
corresponding periods in 1995.
The Company used cash for investing activities of $7,061,928 and $7,084,504 for
the three and six month periods ended June 30, 1996, and generated cash from
investing activities of $6,790,501 and $3,691,985 for the three and six month
periods ended June 30, 1995, respectively. The cash used for investing
activities in 1996 is primarily the result of the investment of a substantial
portion of the proceeds from the Company's Regulation S and private placement
offerings during 1996. The cash generated by investing activities in 1995 is
primarily due to the proceeds of maturing investments from the Company's initial
public offering.
The Company generated cash from financing activities of $8,211,044 and
$8,226,340 for the three and six month periods ended June 30, 1996 and generated
cash from financing activities of $40,049 and 55,631 for the three and six month
periods ended June 30, 1995. The cash generated from financing activities in
1996 is primarily attributable to the issuance of common stock in connection
with the Company's Regulation S offering and other private placement
transactions during April 1996 (see Note 7 to the financial statements included
in Item 1). The cash generated from financing activities in 1995 represents
proceeds from the issuance of common stock upon exercise of employee stock
options.
The Company's principal source of liquidity at June 30, 1996 consisted of
$5,243,182 in cash and short-term investments resulting from its initial public
offering and subsequent Regulation S and private placement offerings. Until the
Company generates sufficient revenues from system sales, it will be required to
continue to utilize this source of liquidity to cover the continuing expense of
product development, marketing and general administration. The Company believes
its source of liquidity will provide sufficient resources to meet its cash
requirements for the next twelve months as well as on a longer-term basis.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 3. Legal Proceedings
Not applicable.
ITEM 2. Changes in Securities
Not applicable.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
ITEM 5. Other Information
Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
------- -------------------------------------------
10.1 Stock option agreement dated June 19, 1996
between the Registrant and Jeffrey Parker.
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1996.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ParkerVision, Inc.
Registrant
August 13, 1996 By: /s/ Jeffrey Parker
-------------------
Jeffrey Parker
Chairman, President and
Chief Executive Officer
August 13, 1996 By: /s/ Cynthia Poehlman
--------------------
Cynthia Poehlman
Chief Accounting Officer
16
<PAGE>
Exhibit Index
10.1 Stock option agreement dated June 19, 1996 between the
Registrant and Jeffrey Parker.
17
<PAGE>
STOCK OPTION
THIS STOCK OPTION (the "Agreement"), dated as of the 19th day of June
1996, is executed and delivered by PARKERVISION, INC., a Florida corporation
(the "Company") to Jeffrey Parker(the "Optionee").
WHEREAS, the Company desires to provide the Optionee an opportunity to
purchase its common stock, par value $.01 per share (the "Stock").
NOW THEREFORE, the Company agrees as follows:
1. Grant of Option. The Company irrevocably grants to the Optionee the
right and option (the "Option") to purchase one hundred thousand (100,000)
shares of Stock (the "Option Shares") on the terms and conditions contained in
this agreement. The Option is granted under the ParkerVision, Inc. 1993 Stock
Plan (the "Plan").
2. Purchase Price. The purchase price of the Option Shares shall be $13.875
per Option Share (the "Purchase Price").
3. Vesting; Expiration. The Option Shares shall be fully vested as of the
date hereof. The right to exercise the Option shall expire ten (10) years after
the date hereof.
4. Exercise and Payment. The Option may be exercised by written notice from
the Optionee to the Company, addressed to its Secretary. The notice must specify
the number of Option Shares which are to be exercised. The Option may not be
exercised as to less than one hundred (100) shares at any one time (or the
remaining shares then purchasable under the Option, if less than one hundred
(100) shares). The notice must be accompanied by payment in cash of the full
Purchase Price of the specified Option Shares. Payment of the Purchase Price
shall be made by check payable to the order of the Company. All Option Shares
purchased shall be fully paid and nonassessable. The Optionee shall remit to the
Company at the time of any exercise of the Option any withholding taxes required
to be collected by the Company under federal, state or local law as a result of
the exercise. The Company shall deliver a certificate representing the Option
Shares purchased as soon as practicable after receipt of the notice and full
payment of the Purchase Price. The certificate for the Option Shares purchased
shall be registered in the name of the Optionee.
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5. Purchase for Investment; Registration. Notwithstanding
anything to the contrary contained herein, unless the Option Shares to be issued
upon exercise of the Option have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended, the Optionee
shall, upon exercise of the Option, provide a written representation to the
Company in form and substance satisfactory to the Company and upon which the
Company may reasonably rely, that the Optionee is acquiring the Option Shares as
an investment and not with a view to, or for sale in connection with, the
distribution of any such Option Shares. Each certificate representing Option
Shares issued pursuant to the Option may bear a reference to such investment
representation, as well as a legend that the Option Shares have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any state, and that the Option Shares may not be sold or transferred unless
the Company shall be provided evidence satisfactory to it that such sale or
transfer shall not be in violation of the Securities Act of 1933, as amended, or
applicable state securities laws, or any rule or regulation promulgated
thereunder. Nothing contained herein shall ever require the Company to register
the Option Shares under the Securities Act of 1933, as amended, or any state
securities laws.
6. Transferability. The Option shall be transferable by the Optionee.
Without limiting the foregoing, the Optionee shall have the right to sell,
devise, gift, encumber, pledge, lien, grant a security interest in, and/or
otherwise transfer, assign and dispose of the Option as the Optionee sees fit.
7. Changes in Capital Structure. If all or any portion of the Option shall
be exercised subsequent to any share dividend, share split, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization or liquidation occurring after the date hereof, as a result of
which (i) shares of any class shall be issued in respect of outstanding stock,
or (ii) shares of stock shall be changed into the same or a different number of
shares of the same or another class or classes, the person or persons so
exercising the Option shall receive, for the aggregate price paid upon such
exercise, the aggregate number of the class of shares which, if shares of Stock
(as authorized at the date hereof) had been purchased at the date hereof for the
same aggregate price (on the basis of the price per share set forth in paragraph
2 hereof) and had not been disposed of, such person or persons would be holding,
at the time of such exercise, as a result of such purchase and all such share
dividends, share split, recapitalizations, mergers, consolidations, combinations
or exchange of shares, separations, reorganizations or liquidations; provided
however, that no fractional share shall be issued upon any such exercise and the
aggregate price paid shall be approximately reduced on account of any fractional
share not issued.
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8. General. The Company shall at all times during the term of the Option,
reserve and keep available such number of shares of Stock as will be sufficient
to satisfy the requirements of this Agreement, shall pay all original issue and
transfer taxes with respect to the issue and transfer of shares pursuant hereto
and all other fees and expenses necessarily incurred by the Company in
connection therewith, and will from time to time use its best efforts to comply
with all laws and regulations which, in the opinion of counsel for the Company,
shall be applicable thereto.
9. Miscellaneous. This Agreement and the Option hereby granted is subject
to the terms and provisions of the Plan. The holder of the Option shall not have
any of the rights of a shareholder with respect to unexercised Option Shares.
IN WITNESS WHEREOF, this Agreement has been executed by an authorized
officer on behalf of the Company as of the date first written above.
PARKERVISION, INC., a Florida
Corporation ("Company")
By: /s/ Stacie Wilf
Stacie Wilf, Secretary
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