U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 5,1997
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-22904 59-2971472
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8493 BAYMEADOWS WAY, JACKSONVILLE, FLORIDA 32256
(Address of principal executive offices) (Zip code)
N/A
(Former name or former address, if changed since last report)
Registrant's telephone number, including area code: (904) 737-1367
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Item 5. Other Events
On September 5, 1997, the Company sold an aggregate of 90,000 shares of
Common Stock to three entities in a transaction exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended. These shares
were sold at a price of $22.50 per share and the Company derived net proceeds of
$2,025,000.
Item 7. Financial Statements and Exhibits.
(a) Exhibits
4.1 Form of Warrant issued September 5, 1997 to Mr. Jack Ferraro.
Item 9. Sales of Equity Securities Pursuant to Regulation S
On September 5, 1997, the Company sold an aggregate of 900,000 shares
of Common Stock to overseas investors in a transaction pursuant to Regulation S.
The Banca del Gottardo, a Swiss bank headquartered in Lugano, Switzerland,
placed the shares for the Company. The shares were sold at a price of $22.50 per
share, and the Company derived net proceeds of $19,035,000. The Company paid a
commission of 6% or $1,215,000 to the Banca del Gottardo.
In connection with the offering pursuant to Regulation S, the Company
issued on September 5, 1997 a warrant to purchase 180,000 shares of Common Stock
to Mr. Jack Ferraro who acted on behalf of the Company. The Company did not
receive any cash consideration for the warrant. The warrant is exercisable until
September 5, 2002, at $22.50 per share. The warrant provides for registration of
the underlying shares of Common Stock in certain circumstances. The warrant was
issued pursuant to the exemption from registration afforded by Section 4(2) of
the Securities Act of 1933, as amended.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 22, 1997 PARKERVISION, INC.
By: /s/ Jeffrey Parker
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Jeffrey Parker
Chief Executive Officer and President
By: /s/ Cynthia L. Poehlman
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Cynthia L. Poehlman
Controller and Chief Accounting Officer
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THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE
OR JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED.
VOID AFTER 5:00 P.M. EASTERN TIME, SEPTEMBER 5, 2002.
PURCHASE OPTION
For the Purchase of
180,000 Shares of Common Stock
of
PARKERVISION, INC.
(A Florida Corporation)
1. Purchase Option.
THIS CERTIFIES THAT, in consideration of services rendered by
Jack M. Ferraro ("Holder"), as registered owner of this Purchase Option, to
ParkerVision, Inc. ("Company"), Holder is entitled, at any time or from time to
time at or after September 5, 1997 ("Commencement Date"), and at or before 5:00
p.m., Eastern Time, September 5, 2002 ("Expiration Date"), but not thereafter,
to subscribe for, purchase and receive, in whole or in part, up to one hundred
eighty thousand (180,000) shares of Common Stock of the Company, $.01 par value
("Common Stock"). If the Expiration Date is a day on which banking institutions
are authorized by law to close, then this Purchase Option may be exercised on
the next succeeding day which is not such a day in accordance with the terms
herein. During the period ending on the Expiration Date, the Company agrees not
to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $22.50 per share of Common Stock; provided,
however, that upon the occurrence of any of the events specified in Section 6
hereof, the rights granted by this Purchase Option, including the exercise price
and the number of shares of Common Stock to be received upon such exercise,
shall be adjusted as therein specified. The term "Exercise Price" shall mean the
initial exercise price or the adjusted exercise price, depending on the context,
of a share of Common Stock.
2. Exercise.
2.1 Exercise Form. In order to exercise this Purchase Option, the exercise
form attached hereto must be duly executed and completed and delivered to the
Company, together
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with this Purchase Option and payment of the Exercise Price in cash or by
certified check or official bank check for the Common Stock being purchased. If
the subscription rights represented hereby shall not be exercised at or before
5:00 p.m., Eastern time, on the Expiration Date this Purchase Option shall
become and be void without further force or effect, and all rights represented
hereby shall cease and expire.
2.2 Legend. Each certificate for Common Stock purchased under this
Purchase Option shall bear a legend as follows unless the sale by the Company to
the Holder such Common Stock has been registered under the Securities Act of
1933, as amended ("Act"):
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended
("Act") or applicable state law. The securities may not be
offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act,
or pursuant to an exemption from registration under the Act
and applicable state law."
3. Transfer.
3.1 General Restrictions. The registered Holder of this Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer or
assign or hypothecate this Purchase Option; provided, however, that sales,
transfers or assignments may be made subject to compliance with or exemptions
from applicable securities laws and pursuant to the terms of this Purchase
Option. In order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if any,
payable in connection therewith. The Company shall immediately transfer this
Purchase Option on the books of the Company and shall execute and deliver a new
Purchase Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of shares of
Common Stock purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.
3.2 Restrictions Imposed by the Act. This Purchase Option and the
Common Stock underlying this Purchase Option shall not be transferred unless and
until (i) the Company has received the opinion of counsel for the Holder that
this Purchase Option or the Common Stock, as the case may be, may be transferred
pursuant to an exemption from registration under the Act and applicable state
law, the availability of which is established to the reasonable satisfaction of
the Company (the Holder hereby agreeing that the opinion of Graubard Mollen &
Miller shall be deemed satisfactory evidence of the availability of an
exemption), or (ii) a registration statement relating to such Common Stock has
been filed by the Company and declared effective by the Securities and Exchange
Commission and is in compliance with applicable state law.
4. New Purchase Options to be Issued.
4.1 Partial Exercise or Transfer. Subject to the restrictions in
Section 3 hereof, this Purchase Option may be exercised or assigned in whole or
in part. In the event of the exercise or assignment hereof in part only, upon
surrender of this Purchase Option for cancellation, together with the duly
executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder
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evidencing the right of the Holder to purchase the aggregate number of shares of
Common Stock purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.
4.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.
5. Registration Rights.
5.1 Demand Registration.
5.1.1 Grant of Right. The Company, upon written demand
("Initial Demand Notice") of the Holder of this Purchase Option and/or the
underlying shares of Common Stock agrees to register under the Act, on one
occasion, all or any portion of the Common Stock underlying this Purchase Option
as requested by the Holder in the Initial Demand Notice ("Registrable
Securities"). On such occasion, the Company will file a Registration Statement
with the Securities and Exchange Commission ("SEC") covering the Registrable
Securities within sixty days after receipt of the Initial Demand Notice and use
its best efforts to have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any time during a period
of four years beginning one year from the Commencement Date. The Company
covenants and agrees to give written notice of its receipt of any Initial Demand
Notice by the Holder to all other registered Holders of the Purchase Options
and/or the Registrable Securities within ten days from the date of the receipt
of any such Initial Demand Notice.
5.1.2 Terms. The Company shall bear all fees and expenses
attendant to registering the Registrable Securities with any SEC, but the
Holders shall be responsible for and pay any and all underwriting commissions
and any fees and the expenses of any legal counsel selected by the Holders to
represent them in connection with any filing with the National Association of
Securities Dealers, Inc. and sale of the Registrable Securities. The Company
agrees to use its best efforts to cause the filing required herein to become
effective under the Act promptly and to qualify or register the Registrable
Securities in such States as are reasonably requested by the Holder; provided,
however, that in no event shall the Company be required to register the
Registrable Securities in a State in which such registration would cause (i) the
Company to be obligated to register or license to do business in such State, or
(ii) the principal stockholders of the Company to be obligated to escrow their
shares of capital stock of the Company. The Company shall cause any registration
statement filed pursuant to the demand rights granted under Section 5.1.1 to
remain effective for a period of at least two years from the date that the
Holders of the Registrable Securities covered by such registration statement are
first given the opportunity to sell all of such securities.
5.2 "Piggy-Back" Registration.
5.2.1 Grant of Right. In addition to the demand right of
registration, the Holder of this Purchase Option shall have the right for a
period of six years commencing one year from the Commencement Date, to include
the Registrable Securities as part of any other registration of securities filed
under the Act by the Company (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or
any
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equivalent form) provided, however, that if, in the written opinion of the
Company's managing underwriter or underwriters, if any, for such offering, the
inclusion of the Registrable Securities, when added to the securities being
registered by the Company or the selling stockholder(s), will exceed the maximum
amount of the Company's securities which can be marketed (i) at a price
reasonably related to their then current market value, or (ii) without
materially and adversely affecting the entire offering, the Company shall
nevertheless register all or any portion of the Registrable Securities required
to be so registered but such Registrable Securities shall not be sold by the
Holders until 180 days after the registration statement for such offering has
become effective and provided further that, if any securities are registered for
sale on behalf of other stockholders in such offering and such stockholders have
not agreed to defer such sale until the expiration of such 180 day period, the
number of securities to be sold by all stockholders in such public offering
during such 180 day period shall be apportioned pro rata among all such selling
stockholders, including all Holders of the Registrable Securities, according to
the total amount of securities of the Company owned by said selling
stockholders, including all Holders of the Registrable Securities.
5.2.2 Terms. The Company shall bear all fees and expenses
attendant to registering the Registrable Securities with the SEC, but the
Holders shall be responsible for and pay any and all underwriting commissions
and any fees and the expenses of any legal counsel selected by the Holders to
represent them in connection with any filing with the National Association of
Securities Dealers, Inc. and sale of the Registrable Securities. In the event of
such a proposed registration, the Company shall furnish the then Holders of
outstanding Registrable Securities with not less than thirty days written notice
prior to the proposed date of filing of such registration statement with the
SEC. Such notice to the Holders shall continue to be given for each registration
statement filed by the Company until such time as all of the Registrable
Securities have been sold by the Holder. The Holders of the Registrable
Securities shall exercise the "piggy-back" rights provided for herein by giving
written notice, within twenty days of the receipt of the Company's notice of its
intention to file a registration statement. The Company shall cause any
registration statement filed pursuant to the above "piggyback" rights to remain
effective for at least two years from the date that the Holders of the
Registrable Securities are first given the opportunity to sell all of such
securities.
5.3 General Terms.
5.3.1 Indemnification by the Company. The Company agrees to
indemnify and hold harmless the Holder(s) and each person, if any, who controls
the Holder(s) within the meaning of the Securities Act and/or the Securities
Exchange Act of 1934, as amended ("Exchange Act"), against any losses, claims,
damages or liabilities, joint or several, to which the Holder(s) or such
controlling person may become subject, under the Securities Act, Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained (A) in any registration
statement for the Registrable Securities or (B) in any blue sky application or
other document executed by the Company specifically for blue sky purposes or
based upon any other written information furnished by the Company or on its
behalf to any state or other jurisdiction in order to qualify any or all of the
Registrable Securities under the securities laws thereof (any such application,
document or information being hereinafter called a "Blue Sky Application"), or
(ii) the omission or alleged omission by the Company to state in any
registration statement for the Registrable Securities or in any Blue Sky
Application a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and will reimburse the
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Holder(s) and each such controlling person for any legal or other expenses
reasonably incurred by the Holder(s) or such controlling person in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
regarding the Holder(s) which is furnished to the Company by the Holder(s) for
inclusion in any registration statement for the Registrable Securities or any
such Blue Sky Application ("Non-Indemnity Events").
5.3.2 Indemnification by the Holder(s). The Holder(s) agrees
to indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act and/or the Exchange Act
against any losses, claims, damages or liabilities, joint or several, to which
the Company or such controlling person may become subject, under the Securities
Act, Exchange Act or otherwise insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
Non-Indemnity Event; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such loss, claim, damage, liability or action provided that such
loss, claim, damage or liability is found ultimately to arise out of or be based
upon any Non-Indemnity Event.
5.3.3 Procedure. Promptly after receipt by an indemnified
party under this Section 5 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5, notify in writing the indemnifying
party of the commencement thereof; and the omission so to notify the
indemnifying party will relieve the indemnifying party from any liability under
this Section 5 as to the particular item for which indemnification is then being
sought (if such failure materially prejudices the indemnifying party), but not
from any other liability which it may have to any indemnified party. In case any
such action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may wish, jointly
with any other indemnifying party, similarly notified, to assume the defense
thereof, with counsel who shall be to the reasonable satisfaction of such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. Any such indemnifying party shall not be liable to any
such indemnified party on account of any settlement of any claim or action
effected without the consent of such indemnifying party, which consent shall not
be unreasonably withheld.
5.3.4 Contribution. If the indemnification provided for in
this Section 5 is unavailable to any indemnified party in respect to any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, will
contribute to the amount paid or payable by such indemnified party, as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand, and the Holder(s) on the other hand, from the Purchase Option
and/or Registrable Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above, but
also the relative fault of the Company on the one hand, and of the Holder(s) on
the other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages,
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liabilities or expenses as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand, and the Holder(s)
on the other hand, shall be deemed to be in the same proportion as the total
proceeds from the Purchase Option and/or Registrable Securities received by the
Company, bear to the total proceeds from the Purchase Option and/or Registrable
Securities received by the Holder(s). The relative fault of the Company on the
one hand, and the Holder(s) on the other hand, will be determined with reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Company, and its relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
5.3.5 Equitable Considerations. The Company and the Holder(s)
agree that it would not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to in the immediately preceding paragraph.
5.3.6 Attorneys' Fees. The amount payable by a party under
this Section 5 as a result of the losses, claims, damages, liabilities or
expenses referred to above will be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim (including, without limitation, fees and
disbursements of counsel incurred by an indemnified party in any action or
proceeding between the indemnifying party and indemnified party or between the
indemnified party and any third party or otherwise).
5.3.7 Exercise of Purchase Options. Nothing contained in this
Purchase Option shall be construed as requiring the Holder to exercise its
Purchase Options.
5.3.8 Exclusivity. The Company shall not permit the inclusion
of any securities other than the Registrable Securities to be included in any
registration statement filed pursuant to Section 5.1 hereof without the prior
written consent of the Holders of the Registrable Securities.
5.3.9 Documents to be Delivered by Holder. Each Holder
participating in any of the foregoing offerings shall furnish to the Company a
completed and executed questionnaire provided by the Company requesting
information customarily sought of selling securityholders.
6. Adjustments.
6.1 Adjustments to Exercise Price and Number of Securities. The
Exercise Price and the number of shares of Common Stock underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set
forth:
6.1.1 Stock Dividends - Recapitalization, Reclassification,
Split-Ups. If after the date hereof, and subject to the provisions of Section
6.3 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock or by a split-up,
recapitalization or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock
issuable on exercise of the Purchase Option shall be increased in proportion to
such increase in outstanding shares.
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6.1.2 Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 6.3, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date
thereof, the number of shares of Common Stock issuable on exercise of the
Purchase Option shall be decreased in proportion to such decrease in outstanding
shares.
6.1.3 Adjustments in Exercise Price. Whenever the number of
shares of Common Stock purchasable upon the exercise of this Purchase Option is
adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted
(to the nearest cent) by multiplying such Exercise Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Purchase Option
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.
6.1.4 Replacement of Securities upon Reorganization, etc. In
case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 hereof or which solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or other transfer, by a Holder of the number of shares
of Common Stock of the Company obtainable upon exercise of this Purchase Option
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 6.1.1, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The
provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
6.1.5 Changes in Form of Purchase Option. This form of
Purchase Option need not be changed because of any change pursuant to this
Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of shares of Common Stock as are stated in
the Purchase Options initially issued pursuant to this Agreement. The acceptance
by any Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to a prior adjustment
or the computation thereof.
6.2 Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise or of the Purchase Option upon its transfer, nor shall it be
required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be
eliminated by rounding any fraction up or down to the nearest whole number of
Purchase Options, shares of Common Stock or other securities, properties or
rights.
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7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise thereof. The Company covenants and agrees that, upon exercise of
the Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause all the shares of Common Stock
issuable upon exercise of the Purchase Options to be listed (subject to official
notice of issuance) on all securities exchanges (or, if applicable on Nasdaq) on
which the Common Stock of the Company is then listed and/or quoted.
8. Certain Notice Requirements.
8.1 Holder's Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to receive notice
as a stockholder for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Purchase Options and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the
closing of the transfer books, as the case may be.
8.2 Events Requiring Notice. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares
of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.
8.3 Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change ("Price Notice").
The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.
8.4 Transmittal of Notices. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally or
sent by overnight courier, with acknowledgment of receipt to the party to which
notice is given, or on the fifth day after mailing if mailed to the party to
whom notice is to be given, by registered or certified mail, return receipt
requested, postage prepaid and properly addressed as follows: (i) if to the
registered Holder of the Purchase Option,
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to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to its principal executive office.
9. Miscellaneous.
9.1 Amendments. The Company may from time to time supplement or amend
this Purchase Option without the approval of any of the Holders in order to cure
any ambiguity, to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions herein, or to make any
other provisions in regard to matters or questions arising hereunder which the
Company may deem necessary or desirable and which shall not adversely affect the
interest of the Holders. All other modifications or amendments shall require the
written consent of the party against whom enforcement of the modification or
amendment is sought.
9.2 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.
9.3 Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
9.4 Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.
9.5 Governing Law; Submission to Jurisdiction. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attor neys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
9.6 Waiver, Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision
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of this Purchase Option. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Purchase Option shall be
effective unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non-fulfillment shall be construed
or deemed to be a waiver of any other or subsequent breach, non-compliance or
non-fulfillment.
9.7 Execution in Counterparts. This Purchase Option may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.
IN WITNESS WHEREOF, the Company has caused this Purchase
Option to be signed by its duly authorized officer as of the 5th day of
September, 1997.
PARKERVISION, INC.
By:
---------------------------
Name: Jeffrey Parker
Title: President
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Form to be used to exercise Purchase Option:
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Date:_________________, 19__
The undersigned hereby elects irrevocably to exercise the
within Purchase Option and to purchase ____ shares of Common Stock to purchase
shares of Common Stock of ParkerVision, Inc. and hereby makes payment of
$____________ (at the rate of $_________ per share of Common Stock and $ per
Warrant) in payment of the Exercise Price pursuant thereto. Please issue the
Common Stock as to which this Purchase Option is exercised in accordance with
the instructions given below.
------------------------
Signature
- --------------------------
Signature Guaranteed
NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Option in every particular
without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank, other than a savings bank, or by a trust company or by a
firm having membership on a registered national securities exchange.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name______________________________________________________________________
(Print in Block Letters)
Address___________________________________________________________________
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Form to be used to assign Purchase Option:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer
of the within Purchase Option):
FOR VALUE RECEIVED,___________________________________________
does hereby sell, assign and transfer unto _____________________________________
the right to purchase _______________________ shares of Common Stock to purchase
_____________ shares of Common Stock of ParkerVision, Inc.("Company") evidenced
by the within Purchase Option and does hereby authorize the Company to transfer
such right on the books of the Company.
Dated:___________________, ____
-------------------
Signature
NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Option in every particular
without alteration or enlargement or any change whatsoever.
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