RULE 424(b)(3)
PARKERVISION, INC.
SUPPLEMENT DATED JANUARY 15, 1997
TO
PROSPECTUS DATED JANUARY 2, 1997
The following information supplements the information
contained in the Prospectus dated January 2, 1997 ("Prospectus") of
ParkerVision, Inc. ("Company") relating to the sale of an aggregate 810,000
shares of common stock, $.01 par value ("Common Stock"), by certain persons
("Selling Stockholders").
The following is an updated table of Selling Stockholders from
that set forth in the Prospectus under the section "Selling Stockholders" found
on pages 9 and 10.
SELLING STOCKHOLDERS
In connection with the 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, each of Whale
and Dickinson transferred certain of the Underwriters' Warrants to its
respective 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 Shares
Beneficially Owned Number of Shares Number of Shares
Name Prior to Offering(1) to be Sold(1) Beneficially
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 *
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<PAGE>
After Offering
Number of Shares
Beneficially Owned Number of Shares Number of Shares
Name Prior to Offering(1) to be Sold(1) Beneficially
Owned % of Class(1)
James D. Whitten 15,402(5) 1,402 14,000 *
Whale Securities Co., L.P. 253,756(6)(7)(8) 253,756 -0- -0-
Frog Hollow Partners 105,000(9) 100,000 5,000 *
Dickinson & Co. 57,000(8)(10) 57,000 -0- -0-
T. Marshall Swartwood 35,000(10)(11) 35,000 -0- -0-
Thomas M. Swartwood 12,000(10)(11) 12,000 -0- -0-
Glenn Cushman 12,000(10)(11) 12,000 -0- -0-
Jack Erlanger 125,000(12) 125,000 -0- -0-
Jack M. Ferraro 125,000(12) 125,000 -0- -0-
<FN>
* Less than 1% of class.
(1) Assumes all the Underwriters' Warrants, Reg S. Warrants
and Consultant Options are exercised.
(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.
(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 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.
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<PAGE>
(10) Represents shares of Common Stock issuable upon
exercise of Underwriters' Warrants.
(11) Does not include any shares of Common Stock held by
Dickinson. Dickinson is a wholly owned subsidiary
corporation of Dickinson Holding Corp. Messrs. T.
Marshall Swartwood, Thomas M. Swartwood and Glenn
Cushman are the Chairman of the Board, President and
Vice President of Dickinson, respectively. Mr. T.
Marshall Swartwood is the majority stockholder of
Dickinson Holding Corp. and Messrs. Thomas M. Swartwood
and Cushman are two of several minority stockholders of
Dickinson Holding Corp. Each of Messrs. T. Marshall
Swartwood, Thomas M. Swartwood and Glenn Cushman
disclaim beneficial ownership of shares of Common Stock
owned by Dickinson.
(12) Represents 125,000 shares of Common Stock issuable upon
exercise of Reg S Warrants.
</FN>
</TABLE>
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.
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