RULE 424(b)(3)
PARKERVISION, INC.
SUPPLEMENT DATED FEBRUARY 21, 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 of 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 Number of 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 ........... 46,349(2) 46,349 -0- -0-
Elliot J. Smith .............. 49,599(3) 36,349 13,250 *
Estate of Howard D. Harlow ... 13,589(4) 13,589 -0- -0-
Cynthia Buckwalter ........... 523 423(4) 100 *
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After Offering
----------------
Number of Shares Number of Shares
Beneficially Owned Number of Shares Beneficially
Name Prior to Offering(1) to be Sold(1) Owned % of Class(1)
Robert J. Mittman ........... 10,000(4) 10,000 -0- -0-
Matthew Gohd ................ 10,000(4) 10,000 -0- -0-
James D. Whitten ............ 15,368(5) 1,368 14,000 *
Whale Securities Co., L.P. .. 255,922(6)(7)(8) 255,922 -0- -0-
Frog Hollow Partners ........ 105,000(9) 100,000 5,000 *
Dickinson Holding Corp. ..... 14,000(10)(11) 14,000 -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-
Herbert Berman .............. 30,400(13) 10,000 20,400 *
<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.
(3) Represents 36,349 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 1,368 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 155,922 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.
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(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.
(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.
(13) Represents 10,000 shares of Common Stock issuable upon exercise of
Underwriters' Warrants and 5,400 shares of Common Stock held in an IRA
established for Mr. Berman's benefit.
</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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