SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PARKERVISION, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PARKERVISION, INC.
8493 Baymeadows Way
Jacksonville, Florida 32256
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 13, 2000
--
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ParkerVision, Inc. ("Company") will be held at the Omni Rosen Hotel, 9840
International Drive, Orlando, Florida on July 13, 2000 at 10:00 a.m. local time,
for the following purposes:
1. To elect ten directors to hold office until the Annual Meeting of
Shareholders in 2001 and until their respective successors have been
duly elected and qualified;
2. To consider and vote upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of Common
Stock and Preferred Stock;
3. To approve the Company's 2000 Performance Equity Plan; and
4. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on June 5, 2000 will be entitled
to notice of, and to vote at, the meeting and any adjournments thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
June 7, 2000
<PAGE>
PARKERVISION, INC.
--------------------------
PROXY STATEMENT
--------------------------
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
ParkerVision, Inc. ("Company") to be used at the Annual Meeting of Shareholders
of the Company to be held at 10:00 a.m. local time, on Thursday, July 13, 2000
and any adjournment or adjournments thereof ("Annual Meeting"). The Annual
Meeting will be held at Omni Rosen Hotel, 9840 International Drive, Orlando,
Florida. The matters to be considered at the meeting are set forth in the
attached Notice of Meeting.
The Company's executive offices are located at 8493 Baymeadows Way,
Jacksonville, Florida 32256. This Proxy Statement and the enclosed form of proxy
are first being sent to shareholders on or about June 7, 2000.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on June 5, 2000 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting or any and all adjournments thereof. As of June 5,
2000, the Company had issued and outstanding 13,028,080 shares of Common
Stock, par value $.01 per share ("Common Stock"), the Company's only class of
voting securities outstanding. Each shareholder of the Company will be entitled
to one vote for each share of Common Stock registered in his or her name on the
record date.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the Board of
Directors. The persons named in the proxy have been designated as proxies by the
Board of Directors. Any proxy given pursuant to such solicitation and received
in time for the meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted "FOR" the election of the nominees
as the directors of the Company listed below under the caption Proposal I, "FOR"
the proposal to amend to Company's Articles of Incorporation to increase the
number of authorized shares of capital stock as described below under Proposal
II, "FOR" the approval of the 2000 Performance Equity Plan ("2000 Plan") as
described below under the caption Proposal III, and, in the discretion of the
proxies named in the proxy with respect to any other matters properly brought
before the meeting and any adjournments of the meeting. Any proxy may be revoked
by written notice received by the Secretary of the Company at any time prior to
the voting thereof, by submitting a subsequent proxy or by attending the Annual
Meeting and voting in person. Attendance by a shareholder at the Annual Meeting
does not alone serve to revoke his or her proxy.
The presence, in person or by proxy, of a majority of the votes entitled to
be cast at the meeting will constitute a quorum at the meeting. A proxy
submitted by a shareholder may indicate that all or a portion of the shares
represented by such proxy are not being voted ("shareholder withholding") with
respect to a particular matter. Similarly, a broker may not be permitted to vote
stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either shareholder withholding or broker non-vote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
<PAGE>
The Directors will be elected by a plurality of the votes cast at the
meeting. "Plurality" means that the nominees who receive the highest number of
votes will be elected as the directors of the Company. Consequently, any shares
not voted "FOR" a particular nominee (because of either shareholder withholding
or broker non-vote), will not be counted in such nominee's favor.
The approval of the amendment to the Articles of Incorporation requires the
affirmative vote of a majority of the shares of Common Stock outstanding and
entitled to vote. Because this proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock, abstentions on this matter
(which are considered present and entitled to vote on the matters) and shares of
Common Stock considered present, but not entitled to vote on this matter
(because of a broker non-vote), will have the same effect as a vote against the
proposal.
The 2000 Plan must be approved by the affirmative vote of a majority of the
votes cast at the meeting. Abstentions from voting with respect to the 2000 Plan
are counted as "votes cast" with respect to such proposal and, therefore, have
the same effect as a vote against the proposal. Shares deemed present at the
meeting but not entitled to vote on the 2000 Plan (because of either shareholder
withholding or broker non-vote) are not deemed "votes cast" with respect to such
proposal and therefore will have no effect on such vote.
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
shareholder withholding or broker non-vote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report on Form 10-K to Shareholders for the fiscal
year ended December 31, 1999, as amended, which contains audited financial
statements, is being mailed with this Proxy Statement on or about June 7, 2000,
to all persons who were shareholders of record as of the close of business on
June 5, 2000.
The Company will provide to each person solicited by the Company, without
charge, a copy of the Annual Report on Form 10-K, as amended (excluding
exhibits), for the fiscal year ended December 31, 1999 upon written request sent
to The Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville, Florida
32256. Exhibits to the Annual Report may be obtained on payment of a fee of $.25
per page, plus $5.00 postage and handling charge, if request in writing as
provided immediately above.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of June 5, 2000 with
respect to the stock ownership of (i) those persons or groups who beneficially
own more than 5% of the Company's Common Stock, (ii) each director of the
Company, (iii) each executive officer whose compensation exceeded $100,000 in
1999, and (iv) all directors and executive officers of the Company as a group
(based upon information furnished by such persons).
<TABLE>
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class1
------------------------ ----------------------- ---------
<S> <C> <C>
Jeffrey L. Parker(2) 2,887,216(3)(4) 21.7%
J-Parker Family Limited Partnership(5) 2,529,402(4) 19.4%
Todd Parker(2) 1,034,983(6)(7) 7.9%
T-Parker Family Limited Partnership(5) 915,255(7) 7.0%
Stacie Wilf(2) 1,046,811(8)(9) 8.0%
S-Parker Wilf Family Limited Partnership(5) 961,811(9) 7.4%
Richard L. Sisisky 87,000(10) 0.7%
David F. Sorrells 25,200(11) 0.2%
</TABLE>
2
<PAGE>
<TABLE>
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class1
------------------------ ----------------------- ---------
<S> <C> <C>
William A. Hightower 12,500(12) 0.1%
Amy L. Newmark 0(13) --
William L. Sammons 102,000(14) 0.8%
Robert G. Sterne 800(15) *
Arthur G. Yeager 45,200(16) 0.4%
All directors and executive officers as a group
(11 persons) 5,248,710(17) 38.4%
</TABLE>
----------------------------------------
* less than .1%
(1) Percentage includes all outstanding shares of Common Stock plus, for each
person or group, any shares of Common Stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256.
(3) Includes 275,000 shares of Common Stock issuable upon immediately
exercisable options and 6,000 shares owned of record by Mr. Parker's three
children over which he disclaims ownership, and excludes 20,000 shares
issuable upon options that may vest in the future.
(4) J-Parker Family Limited Partnership is the record owner of 2,529,402 shares
of Common Stock. Mr. Jeffrey L. Parker has sole voting and dispositive
power over the shares of Common Stock owned by the J-Parker Family Limited
Partnership, as a result of which Mr. Jeffrey Parker is deemed to be the
beneficial owner of such shares.
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 82,500 shares of Common Stock issuable upon immediately
exercisable options.
(7) T-Parker Family Limited Partnership is the record owner of 915,255 shares
of Common Stock. Mr. Todd Parker has sole voting and dispositive power over
the shares of Common Stock owned by the T- Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) Includes 45,000 shares of Common Stock issuable upon immediately
exercisable options and 5,000 shares owned of record by Ms. Wilf's two
children over which she disclaims ownership.
(9) S-Parker Wilf Family Limited Partnership is the owner of 961,811 shares of
Common Stock. Ms. Wilf has sole voting and dispositive power over the
shares of Common Stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Wilf is deemed to be the beneficial
owner of such shares.
(10) Includes 75,000 shares of Common Stock issuable upon immediately
exercisable options and excludes 425,000 shares issuable upon options that
may vest in the future.
(11) Includes 25,200 shares of Common Stock issuable upon immediately
exercisable options and excludes 528,400 shares issuable upon options that
may vest in the future.
(12) Includes 12,500 shares of Common Stock issuable upon immediately
exercisable options.
(13) Excludes 100,000 shares of Common Stock issuable upon options that may vest
in the future.
(14) Includes 90,000 shares of Common Stock issuable upon immediately
exercisable options.
3
<PAGE>
(15) Excludes 100,000 shares of Common Stock issuable upon options that may vest
in the future.
(16) Includes 45,000 shares of Common Stock issuable upon immediately
exercisable options.
(17) Includes 650,200 shares of Common Stock issuable upon immediately
exercisable options held by directors (see notes 3, 6, 8, 10, 11, 12, 14
and 16 above) and 7,000 shares of Common Stock issuable upon immediately
exercisable options held by an executive officer not included in the table
and excludes 1,173,400 shares of Common Stock issuable upon options that
may vest in the future held by directors (see notes 3, 10, 11, 13 and 15
above) and 45,500 shares of Common Stock issuable upon options that may
vest in the future held by an executive officer not included in the table
above.
PROPOSAL I: ELECTION OF DIRECTORS
The persons listed below have been designated by the Board of Directors as
candidates for election as directors to serve until the next annual meeting of
shareholders or until their respective successors have been elected and
qualified. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of these candidates. In
case any of these nominees become unavailable for election to the Board of
Directors, an event which is not anticipated, the persons named as proxies, or
their substitutes, shall have full discretion and authority to vote or refrain
from voting for any other nominee in accordance with their judgment.
<TABLE>
Name Age Director Since Position
---- ---- -------------- -----------
<S> <C> <C> <C>
Jeffrey L. Parker 43 1989 Chairman of the Board and Chief Executive Officer
Richard L. Sisisky 45 1998 President, Chief Operating Officer and Director
David F. Sorrells 41 1997 Chief Technical Officer and Director
Stacie Wilf 41 1989 Secretary, Treasurer and Director
William A. Hightower 56 1999 Director
Amy L. Newmark 43 2000 Director
Todd Parker 35 1989 Director
William L. Sammons 79 1993 Director
Robert G. Sterne 49 2000 Director
Arthur G. Yeager 66 1995 Director
</TABLE>
Jeffrey L. Parker has been Chairman of the Board and Chief Executive
Officer of the Company since its inception in August 1989 and President of the
Company from April 1993 to June 1998. From March 1983 to August 1989, Mr. Parker
served as Executive Vice President and Sales Manager for Parker Electronics,
Inc. ("Parker Electronics"), a joint venture partner with Carrier Corporation
performing research development and marketing for the heating, ventilation and
air conditioning industry.
Richard L. Sisisky has been the President, Chief Operating Officer and a
director of the Company since June 1998. From 1988 to June 1998, Mr. Sisisky
served as Managing Director of The Shircliff Group, Inc., a firm specializing in
mergers, acquisitions and business valuations.
David F. Sorrells has been the Chief Technical Officer of the Company since
September 1996 and has been a director of the Company since January 1997. From
June 1990 to September 1996, Mr. Sorrells served as Engineering Manager for the
Company.
Stacie Wilf has been the Secretary and Treasurer and a director of the
Company since its inception. From January 1981 to August 1989, Ms. Wilf served
as the Controller and Chief Financial Officer of Parker Electronics.
4
<PAGE>
William A. Hightower has been a director of the Company since March 1999.
Mr. Hightower is the President and Chief Operating Officer and a director of
Silicon Valley Group, Inc., a position he has held since August 1997. Silicon
Valley Group, Inc. is a publicly held company which designs and builds
semiconductor capital equipment tools for chip manufacturers. From January 1996
to August 1997, Mr. Hightower served as Chairman and Chief Executive Officer of
CADNET Corporation, a developer of network software solutions for the
architectural industry. From August 1989 to January 1996, Mr. Hightower was the
President and Chief Executive Officer of Telematics International, Inc.
Amy L. Newmark has been a director of the Company since March 2000. Ms.
Newmark was Executive Vice President - Strategic Planning of Winstar
Communications, Inc., a telecommunications and information services company,
from 1995 until 1997. From 1993 to 1996, Ms. Newmark was the general partner of
Information Age Partners, LP, a hedge fund, and from 1990 to 1993 Ms. Newmark
was President of Newmark Research, Inc., an investment research and consulting
firm. Ms. Newmark is a Chartered Financial Analyst and graduated from Harvard
College. Ms. Newmark is a director of QueryObject Systems, Corp., a business
intelligence software company, Cereus Technology Partners, Inc., an e-commerce
and B2B solutions provider, and U.S. Wireless Data, Inc., a wireless electronic
transaction technology company.
Todd Parker has been a director of the Company since its inception and was
a Vice President of the Company from inception to June 1997. Mr. Parker acted as
a consultant to the Company from June 1997 through November 1997. From January
1985 to August 1989, Mr. Parker served as General Manager of Manufacturing for
Parker Electronics.
William L. Sammons has been a director of the Company since October 1993.
From 1981 to 1985, Mr. Sammons was President of the North American Operations of
Carrier Corporation until he retired.
Robert G. Sterne has been a director of the Company since February 2000.
Since 1978, Mr. Sterne has been a partner of the law firm Sterne, Kessler
Goldstein & Fox PLLC, specializing in patent and other intellectual property
law. Mr. Sterne's office is located in Washington, D.C. Mr. Sterne provides
legal services to the Company as one of its patent and intellectual property
attorneys.
Arthur G. Yeager has been a director of the Company since December 1995.
Mr. Yeager has been a sole practitioner of law specializing in patent, trademark
and copyright laws since 1960. He has an office located in Jacksonville,
Florida. Mr. Yeager provides legal services to the Company as one of its patent
and intellectual property attorneys.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are brothers and
sister.
Board Meetings and Committees
During the fiscal year ended December 31, 1999, the Board of Directors met
four times and acted by unanimous consent two times and all directors attended
each of the meetings except Mr. Hightower and Mr. Bolgiani, a former director,
missed one meeting each. The Board of Directors has two committees, the Audit
Committee and the Compensation Committee. In 1999, the members of these two
committees were Arthur G. Yeager and William L. Sammons. All the meetings of
each committee were attended by all members of the committee. In March 2000, Ms.
Amy Newmark was appointed to the Audit Committee.
Members of the Board of Directors generally are elected annually by the
shareholders of the Company and may be removed as provided in the Business
Corporation Act of the State of Florida and the Company's Articles of
Incorporation.
Compensation of Outside Directors
Directors who are employees of the Company receive no cash compensation for
serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. Non-employee directors receive a fee of
$1,000 for each board meeting attended, as well as reimbursement of reasonable
expenses incurred in attending meetings and they are granted options to purchase
shares of Common Stock as determined by the Board of Directors.
5
<PAGE>
Executive Compensation
The following tables summarize the cash compensation paid by the Company to
each of the executive officers (including the Chief Executive Officer) who were
serving as executive officers at the end of the fiscal year ended December 31,
1999, for services rendered in all capacities to the Company and its
subsidiaries during the fiscal years ended December 31, 1999, 1998 and 1997,
options granted to such executive officers during the fiscal year ended December
31, 1999, and the value of all options granted to such executive officers at the
end of the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Principal Fiscal Year Long Term Compensation
Position Ended 12/31 Annual Compensation Options/SARs (#)
------------------ ----------- ------------------- ------------------------
<S> <C> <C> <C>
Jeffrey L. Parker 1999 $275,000 --
Chairman of the Board and 1998 $210,500 12,500
Chief Executive Officer 1997 $161,500 112,500
Richard L. Sisisky 1999 $250,000 --
President, Chief Operating 1998 $134,500 500,000
Officer and Director(1) -- -- --
</TABLE>
(1) Mr. Sisisky commenced employment with the Company as the President and
Chief Operating Officer in June 1998.
The Company cannot determine, without unreasonable effort or expense, the
specific amount of certain personal benefits afforded to its employees, or the
extent to which benefits are personal rather than business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named in the preceding table, the lesser of $50,000 or 10% of the
compensation reported in the preceding table for such individual, or, in the
case of a group, the lesser of 50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of Securities % of Total Exercise
Underlying Options/SARs Granted or Base
Options/SARs to Employees in Price Expiration
Name Granted Fiscal Year ($/share) Date
----- -------------------- -------------------- ----------- -----------
<S> <C> <C> <C> <C>
Jeffrey L. Parker None -- N/A N/A
Richard L. Sisisky None -- N/A N/A
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
Number of Unexercised Options/SARs at Value of Unexercised In-the-Money
Fiscal Year End (#) Options/SARs at Fiscal Year End
------------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Jeffrey L. Parker 275,000 20,000 $5,325,313 $ 377,500
Richard L. Sisisky 75,000 425,000 $703,125 $3,984,375
</TABLE>
Employment Agreements
In June 1998, the Company entered into an employment agreement with Richard
L. Sisisky, the President and Chief Operating Officer of the Company which
expires June 15, 2003. Mr. Sisisky receives an annual base salary of $250,000,
and he will be paid a bonus equal to five percent of the increase, if any, from
the Company's pre-tax operating income (as defined in the agreement) for the
fiscal year immediately preceding the bonus year to the pre-tax operating income
for the bonus year.
Mr. Sisisky was awarded two stock options in connection with his employment
with the Company. The first option is for up to 250,000 shares of the Common
Stock, exercisable at a price per share of $21.375, vesting on December 31, in
each year commencing 1998 through 2002, in the amount of 25,000, 50,000, 60,000,
75,000 and 45,000 shares, respectively. Once vested, these options remain
exercisable until June 15, 2008, except as provided in the option agreement. The
second option is for up to 250,000 shares of Common Stock, exercisable at
$21.375 per share. These options vest on December 15, 2003 and once vested are
exercisable until June 15, 2008, except as provided in the option agreement. The
vesting of the second allotment of options may be accelerated based on the
Company generating certain levels of gross profit or the Common Stock attaining
certain price levels.
Stock Option Plans
In September 1993, the Board of Directors approved the Company's 1993 Stock
Plan (the "1993 Plan") pursuant to which an aggregate of 500,000 shares of
Common Stock were initially reserved for issuance in connection with the
benefits available for grant. The 1993 Plan was amended on September 19, 1996
and August 22, 1997 by the Board of Directors to raise the number of shares of
Common Stock subject to the 1993 Plan to 1,500,000 and 2,000,000, respectively.
On November 16, 1998, the 1993 Plan was again amended by the Board of Directors
to raise the number of shares of Common Stock subject to the 1993 Plan to
3,500,000. The Company's shareholders approved this amendment on June 10, 1999.
The benefits may be granted in any one or in combination of the following: (i)
incentive stock options, (ii) non-qualified stock options, (iii) stock
appreciation rights, (iv) restricted stock awards, (v) stock bonuses, (vi) other
forms of stock benefit, or (vii) cash. Incentive stock options may only be
granted to employees of the Company. Other benefits may be granted to
consultants, directors (whether or not any such director is an employee),
employees and officers of the Company.To date, awards to purchase an aggregate
of 3,493,477 shares of Common Stock have been granted and are outstanding or
have been exercised under the 1993 Plan. As of the date of this proxy statement
the Company has available for grant for awards under the 1993 Plan 6,523 shares
of Common Stock.
In May 2000, the Board of Directors approved the Company's 2000 Performance
Equity plan (the "2000 Plan") pursuant to which an aggregate of 5,000,000 shares
of Common Stock were initially reserved for issuance in connection with the
benefits available for grant. The benefits may be granted in any one or in
combination of the following: (i) incentive stock options, (ii) non-qualified
stock options, (iii) stock appreciation rights, (iv) restricted stock awards,
(v) stock bonuses, (vi) other forms of stock benefit, or (vii) cash. Incentive
stock options may only be granted to employees of the Company. Other benefits
may be granted to consultants, directors (whether or not any such director is an
employee), employees and officers of the Company.
7
<PAGE>
Certain Relationships and Related Transactions
The Company leases its executive offices pursuant to a lease agreement
dated March 1, 1992 with Jeffrey L. Parker and Barbara Parker. Barbara Parker is
Mr. Parker's mother. The term of the lease expires in 2002 and is renewable for
two additional five-year terms. For the fiscal years ended December 31, 1999 and
1998, the Company incurred $310,404 in each year, in rental expense under the
lease. The Company believes that the terms of the lease are no less favorable
than could have been obtained from an unaffiliated third party.
Mr. Robert G. Sterne serves as a patent and intellectual property counsel
for the Company. In this capacity, the Company paid the law firm Sterne,
Kessler, Goldstein & Fox, PLLC of which Mr. Sterne is a partner, fees totaling
approximately $2,450,000 for the year ended December 31, 1999. In addition, on
November 16, 1999, the Company granted options to purchase an aggregate of
75,000 shares of Common Stock to 10 persons who are members and associates of
the law firm. The options are exercisable at $18.75 per share until November 24,
2004. The Company has recorded an expense of approximately $1,014,000 for these
options.
Mr. Arthur G. Yeager serves as a patent counsel for the Company.
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The Compensation Committee of the Board of Directors sets the compensation
of the Chief Executive Officer and other executive officers, subject to
ratification by the Board of Directors.
General Compensation Policy. The Company operates in an extremely
competitive and rapidly changing high technology industry. The Compensation
Committee believes that the compensation program for executive officers of the
Company should be designed to attract, motivate and retain talented executives
responsible for the success of the Company. The Compensation Committee believes
the compensation program should be determined within a competitive framework and
should be based on achievement of overall financial results and individual
contribution.
Compensation Components. The three major components that make up the
compensation of the Company's executive officers are (i) base salary, (ii)
annual cash incentive awards in the form of a cash bonus and (iii) long-term
equity-based incentive awards in the form of stock option grants. The
Compensation Committee's determination of the compensation components for
executive officers is highly subjective and not subject to specific criteria.
The Compensation Committee has, however, compared its executives' compensation
levels to independent compensation surveys and compensation packages for
executives in similarly sized technology companies and has founds its
compensation packages to be comparable.
The base salary for each executive officer is determined at levels
considered appropriate for comparable positions at other companies. Annual cash
bonuses are subjective and are based on the Company's achievement of financial
performance targets as well as individual contribution. Long-term equity-based
incentive awards, in the form of stock option grants, are determined
subjectively based on the executive's position within the Company, individual
performance, potential for future responsibility and promotion and the number of
unvested options held at the time of the new grant. The relative weight given to
each of these factors varies among individuals at the Compensation Committee's
discretion.
Executive Compensation. Mr. Jeffrey L. Parker, a founder of the Company,
had his compensation reviewed in 1998 which was maintained for 1999. The
Compensation Committee expects to award additional stock options to Mr. Parker
in 2000.
Mr. Sisisky is compensated under an employment agreement and his
compensation was not reviewed in 1999.
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Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934, that might incorporate future filings made by the Company under those
statutes, the preceding Compensation Committee Report on Executive Compensation
and the Company Stock Performance Graph (set forth below) will not be
incorporated by reference into any of those prior filings, nor will such report
or graph be incorporated by reference into any future filings made by the
Company under those statutes.
THE COMPENSATION COMMITTEE
William L. Sammons
Arthur G. Yeager
Performance Graph
The following graph shows a five-year comparison of cumulative total shareholder
returns for the Company, the Nasdaq U.S. Stock Market Index ("Nasdaq") and the
Hambrecht & Quist Communications Index ("H&Q") for the five years ending
December 31, 1999. The total shareholder returns assumes the investment of $100
in the Common Stock of the Company, the Nasdaq Index and the H&Q Index at the
beginning of the period, with immediate reinvestment of all dividends.
<TABLE>
Cumulative Total Return
-----------------------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
PARKERVISION, INC. 100.00 210.00 360.00 483.33 626.67 820.00
NASDAQ STOCK MARKET (U.S.) 100.00 141.33 173.89 213.07 300.25 542.43
NASDAQ ELECTRONIC COMPONENTS 100.00 165.62 286.42 300.25 464.11 910.46
NASDAQ TELECOMMUNICATIONS 100.00 130.91 133.86 195.75 322.30 561.27
HAMBRECHT & QUIST COMMUNICATIONS 100.00 159.36 182.84 173.10 255.56 799.78
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities ("ten percent
shareholders") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the National Association of
Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 1999, all filing requirements applicable to
its executive officers, directors and ten percent shareholders were fulfilled.
PROPOSAL II: TO APPROVE THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO CHANGE THE CAPITAL
The Company is currently authorized by its Articles of Incorporation to
issue 20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
As of the record date, 13,028,080 shares of Common Stock were outstanding and
an aggregate of 114,019 shares of Preferred Stock were designated as Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock and were outstanding. In addition, the Company was obligated to
reserve approximately 6,404,052 shares of Common Stock for issuance under the
1993 Stock Option Plan and upon exercise of other outstanding options and
9
<PAGE>
warrants and upon conversion of the outstanding Preferred Stock. In addition the
Company will have to reserve additional shares of Common Stock for the 2000
Performance Equity Plan and the balance of potential awards under the 1993 Stock
Option Plan. Based on the number of shares of Common Stock outstanding as of the
record date, the need to reserve shares of Common Stock as set forth above and
the current Articles of Incorporation limit of 20,000,000 shares of Common
Stock, the Board of Directors does not believe there is an adequate number of
authorized shares of Common Stock under the Articles of Incorporation for
management to be able to meet current obligations of the Company and to plan for
the future growth and development of the Company. In addition, the Board of
Directors does not believe there is an adequate number of authorized shares of
Preferred Stock under the Articles of Incorporation for management to be able to
effectively grow the Company and capitalize its operations. Accordingly, the
Board of Directors proposes to amend the Articles of Incorporation to increase
the authorized number of shares of Common Stock by an additional 80,000,000
shares of Common Stock to 100,000,000 shares of Common Stock and to increase the
authorized number of shares of Preferred Stock by an additional 14,000,000
shares of Preferred Stock to 15,000,000 shares of Preferred Stock.
The Board of Directors believes approval of the amendment to the Articles
of Incorporation to increase the capital is in the best interest of the Company
and its stockholders. The authorization of additional shares of Common Stock
will enable the Company to meet its obligations under the various employee
benefit plans, employment arrangements and outstanding options and warrants and
issue options, awards and warrants in the future. In addition, the proposed
amendment will give the Board of Directors flexibility to authorize the issuance
of shares of Common Stock and Preferred Stock in the future for financing the
Company's business, for acquiring other businesses, for forming strategic
partnerships and alliances and for stock dividends and stock splits.
Approval of the proposal will permit the Board of Directors to issue
additional shares of Common Stock and Preferred Stock without further approval
of the stockholders of the Company; and the Board of Directors does not intend
to seek stockholder approval prior to any issuance of the authorized capital
stock unless stockholder approval is required by applicable law or stock market
or exchange requirements. Although the Company from time to time reviews various
transactions that could result in the issuance of Common Stock or Preferred
Stock, the Company is not a party to any agreement to issue additional shares of
its capital stock, except as may be required in connection with the exercise of
existing outstanding options and warrants or upon conversion of outstanding
Preferred Stock, or in connection with options and other stock based awards
which may be issued under the Company's 1993 Stock Option Plan, 2000 Performance
Equity Plan or under any other plan or arrangement the Board of Directors may
hereafter approve.
Other than limited provisions in the Company's by-laws, the Company does
not have in place provisions which may have an anti-takeover effect. At this
Annual Meeting, the shareholders are being asked to consider and approve
proposals (i) to increase the number of authorized shares of Common Stock and
Preferred Stock, and (ii) to establish a new stock based award plan for
employees, officers, directors and others. Neither of these proposals resulted
from the Company's knowledge of any specific effort to accumulate the Company's
securities or to obtain control of the Company by means of a merger, tender
offer, proxy solicitation in opposition to management or otherwise. The Company
is not submitting any of these proposals to enable it to frustrate any efforts
by another party to acquire a controlling interest or to seek Board
representation.
The issuance of additional shares of Common Stock and Preferred Stock may
have a dilutive effect on earnings per share and on the equity and voting power
of existing security holders of the Company's capital stock. It may also
adversely affect the market price of the Common Stock. However, if additional
shares are issued in transactions whereby favorable business opportunities are
provided and allow the Company to pursue its business plans, the market price
may increase.
The holders of Common Stock of the Company are entitled to one vote for
each share held of record on all matters to be voted on by the stockholders of
the Company. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares of
Common Stock of the Company voted in an election of directors can elect the
directors of the Company. The holders of Common Stock are entitled to receive
dividends when, as, and if declared by the Board of Directors out of funds
legally available therefor. The Company never has paid dividends on its shares
of Common Stock. In the event of liquidation, dissolution or winding up of the
Company, the holders of the shares of Common Stock are entitled to share ratably
in all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of Common Stock have
no conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the Common Stock.
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<PAGE>
The holders of the Preferred Stock of the Company are not entitled to vote on
any matter before the stockholders of the Company.
The affirmative vote of a majority of the outstanding Common Shares is
required to approve the amendment to the Articles of Incorporation.
If the proposal to amend the Articles of Incorporation is approved, the
fourth article of the Articles of Incorporation will be amended promptly after
the meeting to increase the number of shares of Common Stock the Company is
authorized to issue to 100,000,000 and increase the number of shares of
Preferred Stock the Company is authorized to issue to 15,000,000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
CAPITAL
PROPOSAL III: APPROVAL OF THE
2000 PERFORMANCE EQUITY PLAN
On March 31, 2000, the Board of Directors adopted the 2000 Plan subject to
shareholder approval at the Annual Meeting. The Board of Directors believes that
in order to continue to attract and retain employees and consultants of the
highest caliber, provide increased incentive for directors and officers and key
employees and to continue to promote the well-being of the Company, it is in the
best interest of the Company and its shareholders to provide directors,
officers, key employees and consultants of the Company an opportunity to acquire
a proprietary interest in the Company. This new plan and the number of shares of
common stock authorized under the plan is seen as necessary to enable management
to attract new employees as it expands its business in the wireless division. It
is anticipated that over the next few years, the Company will hire a significant
number of persons, many of whom will be attracted to the Company by
opportunities of having options as part of their compensation packages.
Summary of the 2000 Plan
Administration
The 2000 Plan is administered by the Board or, at its discretion, by the
Company's Stock Option Committee or such other committee as may be designated by
the Board (the "Committee"). All references herein to "Committee" shall mean the
Committee or the Board. The Committee has full authority, subject to the
provisions of the 2000 Plan, to award (i) Stock Options, (ii) Stock Appreciation
Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock Reload Options
and/or (vi) Other Stock-Based Awards (collectively, "Awards"). Subject to the
provisions of the 2000 Plan, the Committee determines, among other things, the
persons to whom from time to time Awards may be granted ("Holders"), the
specific type of Awards to be granted (e.g., Stock Options, Restricted Stock),
the number of shares subject to each Award, share prices, any restrictions or
limitations on such Awards (e.g., the "Deferral Period" in the grant of Deferred
Stock and the "Restriction Period" when Restricted Stock is subject to
forfeiture), and any vesting, exchange, deferral, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions related to such
Awards.
Stock Subject to the 2000 Plan
The 2000 Plan authorizes the granting of Awards whose exercise would allow
up to an aggregate of 5,000,000 shares of Common Stock to be acquired by the
Holders of such Awards. In order to prevent the dilution or enlargement of the
rights of Holders under the 2000 Plan, the number of shares of Common Stock
authorized by the 2000 Plan is subject to adjustment by the Board in the event
of any increase or decrease in the number of shares of outstanding Common Stock
resulting from a Common Stock dividend payable on shares of Common Stock, stock
split of Common Stock, reverse stock split of Common Stock, combination or
exchange of Common Stock, or similar event relating to the Common Stock
occurring after the grant of an Award which results in a change in the shares of
Common Stock as a whole. The Board, in the event of any of the foregoing, will
make equitable adjustments in the terms of any awards and the aggregate number
of shares reserved for issuance under the 2000 Plan. If any Award granted under
the 2000 Plan is forfeited or terminated prior to exercise, the shares of Common
11
<PAGE>
Stock that were available pursuant to such Award shall again be available for
distribution in connection with Awards subsequently granted under the 2000 Plan.
Notwithstanding any other provision of the 2000 Plan, the Committee will not
grant to any one Holder in any one calendar year awards for more than 1,000,000
shares of Common Stock in the aggregate.
Eligibility
Subject to the provisions of the 2000 Plan, Awards may be granted to key
employees, officers, directors and consultants who are deemed to have rendered
or to be able to render significant services to the Company and who are deemed
to have contributed or to have the potential to contribute to the success of the
Company. Incentive Stock Options, as hereinafter defined, may be awarded only to
persons who, at the time of grant of such awards, are employees of the Company.
Types of Awards
Options. The 2000 Plan provides both for "Incentive" stock options
("Incentive Stock Options") as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and for options not qualifying as
Incentive Options ("Non-Qualified Stock Options"), both of which may be granted
with any other stock-based award under the 2000 Plan. The Committee determines
the exercise price per share of Common Stock purchasable under an Incentive or
Non-Qualified Stock Option (collectively, "Stock Options"). The exercise price
of Stock Options may not be less than 100% of the fair market value on the day
of the grant (or, in the case of an Incentive Stock Option granted to a person
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, not less than 110% of such fair market value). In the case
of an Incentive Stock Option, the aggregate fair market value (on the date of
grant of the Stock Option) with respect to which Incentive Stock Options become
exercisable for the first time by a Holder during any calendar year shall not
exceed $100,000. An Incentive Stock Option may only be granted within a ten-year
period from the date the 2000 Plan is adopted and approved and may only be
exercised within ten years from the date of the grant (or within five years in
the case of an Incentive Stock Option granted to a person who, at the time of
the grant, owns Common Stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company).
Stock Options granted under the 2000 Plan may not be transferred other than
by will or by the laws of descent and distribution, by gift to a family member
of the Holder, by domestic relations order, or by transfer to an entity in which
more than fifty percent of the voting interests are owned by family members of
the Holder or the Holder, in exchange for an interest in that entity.
Generally, if the Holder is an employee, no Stock Options, or any portion
thereof, granted under the 2000 Plan may be exercised by the Holder unless he or
she is employed by the Company or a subsidiary at the time of the exercise and
has been so employed continuously from the time the Stock Options were granted.
However, in the event the Holder's employment with the Company is terminated due
to disability, the Holder may still exercise his or her vested Stock Options for
a period of one year (or such other greater or lesser period as the Committee
may specify at the time of grant) from the date of such termination or until the
expiration of the stated term of the Stock Option, whichever period is shorter.
Similarly, should a Holder die while in the employment of the Company or a
subsidiary, his or her legal representative or legatee under his or her will may
exercise the decedent Holder's vested Stock Options for a period of one year
from the date of his or her death (or such other greater or lesser period as the
Committee specifies at the time of grant) or until the expiration of the stated
term of the Stock Option, whichever period is shorter. If the Holder's
employment is terminated for any reason other than death or disability, the
Stock Option shall automatically terminate, except that if the Holder's
employment is terminated by the Company without cause or due to normal
retirement (upon attaining the age of 65), then the portion of any Stock Option
that has vested on the date of termination may be exercised for the lesser of
three months after termination or the balance of the Stock Option's term.
Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights ("SARs" or singularly "SAR") to Participants who have been, or are being,
granted Stock Options under the 2000 Plan as a means of allowing such
Participants to exercise their Stock Options without the need to pay the
exercise price in cash. In conjunction with Non-Qualified Stock Options, SARs
may be granted either at or after the time of the grant of such Non-Qualified
Stock Options. In conjunction with Incentive Stock Options, SARs may be granted
only at the time of the grant of such Incentive Stock Options. An SAR entitles
12
<PAGE>
the Holder to receive a number of shares of Common Stock having a fair market
value equal to the excess fair market value of one share of Common Stock over
the exercise price of the related Stock Option, multiplied by the number of
shares subject to the SAR. The granting of a SAR will not affect the number of
shares of Common Stock available for awards under the 2000 Plan. The number of
shares available for awards under the 2000 Plan will, however, be reduced by the
number of shares of Common Stock acquirable upon exercise of the Stock Option to
which the SAR relates.
Restricted Stock. The Committee may award shares of restricted stock
("Restricted Stock") either alone or in addition to other Awards granted under
the 2000 Plan. The Committee determines the persons to whom grants of Restricted
Stock are made, the number of shares to be awarded, the price (if any) to be
paid for the Restricted Stock by the person receiving such stock from the
Company, the time or times within which awards of Restricted Stock may be
subject to forfeiture (the "Restriction Period"), the vesting schedule and
rights to acceleration thereof, and all other terms and conditions of the
Restricted Stock awards.
Restricted Stock awarded under the 2000 Plan may not be sold, exchanged,
assigned, transferred, pledged, encumbered or otherwise disposed of other than
to the Company during the applicable Restriction Period. Other than regular cash
dividends and other cash equivalent distributions as the Committee may
designate, pay or distribute, the Company will retain custody of all
distributions ("Retained Distributions") made or declared with respect to the
Restricted Stock during the Restriction Period. A breach of any restriction
regarding the Restricted Stock will cause a forfeiture of such Restricted Stock
and any Retained Distributions with respect thereto. Except for the foregoing
restrictions, the Holder shall, even during the Restriction Period, have all of
the rights of a shareholder, including the right to receive and retain all
regular cash dividends and other cash equivalent distributions as the Committee
may designate, pay or distribute on such Restricted Stock and the right to vote
such shares.
In order to enforce the foregoing restrictions, the 2000 Plan requires that
all shares of Restricted Stock awarded to the Holder remain in the physical
custody of the Company until the restrictions on such shares have terminated and
all vesting requirements with respect to the Restricted Stock have been
fulfilled.
Deferred Stock. The Committee may award shares of deferred stock ("Deferred
Stock") either alone or in addition to other Awards granted under the 2000 Plan.
The Committee determines the eligible persons to whom, and the time or times at
which, Deferred Stock will be awarded, the number of shares of Deferred Stock to
be awarded to any person, the duration of the period (the "Deferral Period")
during which, and the conditions under which, receipt of the stock will be
deferred, and all the other terms and conditions of such Deferred Stock Awards.
Deferred Stock awards granted under the 2000 Plan may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
other than to the Company during the applicable Deferral Period. The Holder
shall not have any rights of a shareholder until the expiration of the
applicable Deferral Period and the issuance and delivery of the certificates
representing such Common Stock. The Holder may request to defer the receipt of a
Deferred Stock award for an additional specified period or until a specified
event. Such request must generally be made at least one year prior to the
expiration of the Deferral Period for such Deferred Stock award.
Stock Reload Options. The Committee may grant Stock Reload Options to a
Holder who tenders shares of Common Stock to pay the exercise price of a Stock
Option ("Underlying Option") or arranges to have a portion of the shares
otherwise issuable upon exercise withheld to pay the applicable withholding
taxes. A Stock Reload Option permits a Holder to receive back from the Company a
new Stock Option (at the current market price) for the same number of shares
delivered to exercise the Option. The Committee determines the terms,
conditions, restrictions and limitations of the Stock Reload Options. The
exercise price of Stock Reload Options shall be the fair market value as of the
date of exercise of the Underlying Option. Unless the Committee determines
otherwise, a Stock Reload Option may be exercised commencing one year after it
is granted and expires on the expiration date of the Underlying Option.
Other Stock-Based Awards. The Committee may grant Other Stock-Based Awards,
subject to limitations under applicable law, that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related
to, shares of Common Stock, as deemed by the Committee to be consistent with the
purposes of the 2000 Plan, including purchase rights, shares of Common Stock
awarded which are not subject to any restrictions or conditions, convertible or
exchangeable debentures or other rights convertible into shares of Common Stock
and awards valued by reference to the value of securities of or the performance
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<PAGE>
of specified subsidiaries. Subject to the terms of the 2000 Plan, the Committee
has complete discretion to determine the terms and conditions applicable to
Other Stock-Based Awards. Other Stock-Based Awards may be awarded either alone
or in addition to or in tandem with any other awards under the 2000 Plan or any
other plan of the Company.
Competition with the Company; Disclosure of Confidential Information
If a Holder's employment with the Company or a subsidiary is terminated for
any reason whatsoever, and within 18 months after the date thereof such Holder
either (i) accepts employment with any competitor of, or otherwise engages in
competition with, the Company or (ii) discloses to anyone outside the Company or
uses any confidential information or material of the Company in violation of the
Company's policies or any agreement between the Holder and the Company, the
Committee, in its sole discretion, may require such Holder to return to the
Company the economic value of any award that was realized or obtained by such
Holder at any time during the period beginning on that date that is six months
prior to the date such Holder's employment with the Company is terminated.
Withholding Taxes
Upon the exercise of any Award granted under the 2000 Plan, the Holder may
be required to remit to the Company an amount sufficient to satisfy all federal,
state and local withholding tax requirements prior to delivery of any
certificate or certificates for shares of Common Stock. Subject to certain
stringent limitations under the 2000 Plan and at the discretion of the Company,
the Holder may satisfy these requirements by electing to have the Company
withhold a portion of the shares to be received upon the exercise of the Award
having a value equal to the amount of the withholding tax due under applicable
federal, state and local laws.
Agreements
Stock Options, Restricted Stock, Deferred Stock, Stock Reload Options,
Other Stock-Based Awards and SARs granted under the 2000 Plan will be evidenced
by agreements consistent with the 2000 Plan in such form as the Committee may
prescribe. Neither the 2000 Plan nor agreements thereunder confer any right to
continued employment upon any Holder of a Stock Option, Restricted Stock,
Deferred Stock, Stock Reload Options, Other Stock-Based Award or SAR.
Term and Amendments
Unless terminated by the Board, the 2000 Plan shall continue to remain
effective until such time as no further Awards may be granted and all Awards
granted under the 2000 Plan are no longer outstanding. Notwithstanding the
foregoing, grants of Incentive Stock Options may be made only during the ten
year period following the date the 2000 Plan becomes effective. The Board may at
any time, and from time to time, amend the 2000 Plan, provided that no amendment
shall be made which would impair the rights of a Holder under any agreement
entered into pursuant to the 2000 Plan without the Holder's consent.
Change in Control
The 2000 Plan contains certain change in control provisions which could
cause Stock Options and other Awards to become immediately exercisable and
restrictions and deferral limitations applicable to other awards to lapse in the
event any "person," as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, including a "group" as defined in Section 13(d), but excluding
certain shareholders of the Company, acquires beneficial ownership of more than
35% of the Company's outstanding shares of Common Stock. The Committee may also
accelerate the vesting of any Stock Options and other awards granted under the
2000 Plan or require a Holder of any award granted under the 2000 Plan to
relinquish such award to the Company upon tender by the Company of cash in an
amount equal to the repurchase value of such award in the event of an
acquisition of substantially all of the Company's assets or at least 65% of the
combined voting power of the Company's then outstanding securities in one or
more transactions.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the 2000 Plan is only a summary of the general rules applicable
to the grant and exercise of Stock Options and other Awards and does not give
specific details or cover, among other things, state, local and foreign tax
14
<PAGE>
treatment of participation in the 2000 Plan. The information contained in this
section is based on present law and regulations, which are subject to being
changed prospectively or retroactively.
Incentive Stock Options
The Holder will recognize no taxable income upon the grant or exercise of
an Incentive Stock Option. The Company will not qualify for any deduction in
connection with the grant or exercise of Incentive Stock Options. Upon a
disposition of the shares after the later of two years from the date of grant or
one year after the transfer of the shares to the Holder, the Holder will
recognize the difference, if any, between the amount realized and the exercise
price as long-term capital gain or long-term capital loss (as the case may be)
if the shares are capital assets. The excess, if any, of the fair market value
of the shares on the date of exercise of an Incentive Stock Option over the
exercise price will be treated as an item of adjustment for a Holder's taxable
year in which the exercise occurs and may result in an alternative minimum tax
liability for the Holder.
If Common Stock acquired upon the exercise of an Incentive Stock Option is
disposed of prior to the expiration of the holding periods described above, (i)
the Holder will recognize ordinary compensation income in the taxable year of
disposition in an amount equal to the excess, if any, of the lesser of the fair
market value of the shares on the date of exercise or the amount realized on the
disposition of the shares, over the exercise price paid for such shares and (ii)
the Company will qualify for a deduction equal to any such amount recognized,
subject to the limitation that the compensation be reasonable. In the case of a
disposition of shares earlier than two years from the date of the grant or in
the same taxable year as the exercise, where the amount realized on the
disposition is less than the fair market value of the shares on the date of
exercise, there will be no adjustment since the amount treated as an item of
adjustment, for alternative minimum tax purposes, is limited to the excess of
the amount realized on such disposition over the exercise price, which is the
same amount included in regular taxable income.
Non-Qualified Stock Options
With respect to Non-Qualified Stock Options (i) upon grant of the Stock
Option, the Holder will recognize no income, (ii) upon exercise of the Stock
Option (if the shares of Common Stock are not subject to a substantial risk of
forfeiture), the Holder will recognize ordinary compensation income in an amount
equal to the excess, if any, of the fair market value of the shares on the date
of exercise over the exercise price, and the Company will qualify for a
deduction in the same amount, subject to the requirement that the compensation
be reasonable and (iii) the Company will be required to comply with applicable
federal income tax withholding requirements with respect to the amount of
ordinary compensation income recognized by the Holder. On a disposition of the
shares, the Holder will recognize gain or loss equal to the difference between
the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the Holder held the
shares.
If the shares acquired upon exercise of a Non-Qualified Stock Option are
subject to a substantial risk of forfeiture, the Holder will recognize ordinary
income at the time when the substantial risk of forfeiture is removed, unless
such Holder timely files under Code Section 83(b) to elect to be taxed on the
receipt of shares, and the Company will qualify for a corresponding deduction at
such time. The amount of ordinary income will be equal to the excess of the fair
market value of the shares at the time the income is recognized over the amount
(if any) paid for the shares.
Stock Appreciation Rights
Upon the grant of a SAR, the Holder recognizes no taxable income and the
Company receives no deduction. The Holder recognizes ordinary income and the
Company receives a deduction at the time of exercise equal to the cash and fair
market value of Common Stock payable upon such exercise.
Restricted Stock
A Holder who receives Restricted Stock will recognize no income on the
grant of the Restricted Stock and the Company will not qualify for any
deduction. At the time the Restricted Stock is no longer subject to a
substantial risk of forfeiture, a Holder will recognize ordinary compensation
15
<PAGE>
income in an amount equal to the excess, if any, of the fair market value of the
Restricted Stock at the time the restriction lapses over the consideration paid
for the Restricted Stock. A Holder's shares are treated as being subject to a
substantial risk of forfeiture so long as his or her sale of the shares at a
profit could subject him or her to a suit under Section 16 (b) of the Exchange
Act. The holding period to determine whether the Holder has long-term or
short-term capital gain or loss begins when the Restriction Period expires, and
the tax basis for the shares will generally be the fair market value of the
shares on such date.
A Holder may elect, under Section 83(b) of the Code, within 30 days of the
transfer of the Restricted Stock, to recognize ordinary compensation income on
the date of transfer in an amount equal to the excess, if any, of the fair
market value on the date of such transfer of the shares of Restricted Stock
(determined without regard to the restrictions) over the consideration paid for
the Restricted Stock. If a Holder makes such election and thereafter forfeits
the shares, no ordinary loss deduction will be allowed. Such forfeiture will be
treated as a sale or exchange upon which there is realized loss equal to the
excess, if any, of the consideration paid for the shares over the amount
realized on such forfeiture. Such loss will be a capital loss if the shares are
capital assets. If a Holder makes an election under Section 83(b), the holding
period will commence on the day after the date of transfer and the tax basis
will equal the fair market value of shares (determined without regard to the
restrictions) on the date of transfer.
On a disposition of the shares, a Holder will recognize gain or loss equal
to the difference between the amount realized and the tax basis for the shares.
Whether or not the Holder makes an election under Section 83(b), the
Company generally will qualify for a deduction (subject to the reasonableness of
compensation limitation) equal to the amount that is taxable as ordinary income
to the Holder, in its taxable year in which such income is included in the
Holder's gross income. The income recognized by the Holder will be subject to
applicable withholding tax requirements.
Dividends paid on Restricted Stock which is subject to a substantial risk
of forfeiture generally will be treated as compensation that is taxable as
ordinary compensation income to the Holder and will be deductible by the Company
subject to the reasonableness limitation. If, however, the Holder makes a
Section 83(b) election, the dividends will be treated as dividends and taxable
as ordinary income to the Holder, but will not be deductible by the Company.
Deferred Stock
A Holder who receives an award of Deferred Stock will recognize no income
on the grant of such award. However, he or she will recognize ordinary
compensation income on the transfer of the Deferred Stock (or the later lapse of
a substantial risk of forfeiture to which the Deferred Stock is subject, if the
Holder does not make a Section 83(b) election), in accordance with the same
rules as discussed above under the caption "Restricted Stock."
Other Stock-Based Awards
The federal income tax treatment of Other Stock-Based Awards will depend on
the nature of any such award and the restrictions applicable to such award.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE 2000 PLAN
INDEPENDENT ACCOUNTANTS
The Company currently has selected PricewaterhouseCoopers LLP as its
independent accountants for the year ending December 31, 2000. A representative
of PricewaterhouseCoopers LLP is expected to be present at the meeting with an
opportunity to make a statement if he desires to do so and is expected to be
available to respond to appropriate questions.
16
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SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company. In addition
to solicitations of proxies by use of the mails, some officers or employees of
the Company, without additional remuneration, may solicit proxies personally or
by telephone. The Company may also request brokers, dealers, banks and their
nominees to solicit proxies from their clients where appropriate, and may
reimburse them for reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
Shareholder Proposals and Nominations
Proposals of shareholders intended to be presented at the annual meeting to
be held in 2001 must be received at the Company's offices by February 7, 2001
for inclusion in the proxy materials relating to that meeting.
The Company has provisions in its by-laws intended to promote the efficient
functioning of its shareholder meetings. Some of the provisions describe the
Company's right to determine the time, place and conduct of shareholder meetings
and to require advance notice by mail or delivery to the Company of shareholder
proposals or director nominations for shareholder meetings.
Under the by-laws, shareholders must provide the Company with at least 120
days notice of business the shareholder proposes for consideration at the
meeting and persons the shareholder intends to nominate for election as
directors at the meeting. This notice must be received for the annual meeting in
the year 2001 on February 7, 2001. Shareholder proposals must include the exact
language of the proposal, a brief description of the matter and the reasons for
the proposal, the name and address of the shareholder making the proposal and
disclosure of that shareholder's number of shares of Common Stock owned, length
of ownership of the shares, representation that the shareholder will continue to
own the shares through the shareholder meeting, intention to appear in person or
proxy at the shareholder meeting and material interest, if any, in the matter
being proposed. Shareholder nominations for persons to be elected as directors
must include the name and address of the shareholder making the nomination, a
representation that the shareholder owns shares of Common Stock entitled to vote
at the shareholder meeting, a description of all arrangements between the
shareholder and each nominee and any other persons relating to the nomination,
the information about the nominees required by the Exchange Act of 1934 and a
consent to nomination of the person nominated.
Shareholder proposals or nominations should be addressed to Stacy Wilf,
Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville, Florida 32256.
Discretionary Voting of Proxies on Other Matters
The Company does not now intend to bring before the Annual Meeting any
matters other than those specified in the notice of the Annual Meeting, and it
does not know of any business which persons other than the Board of Directors
intend to present at the Annual Meeting. Should any business requiring a vote of
the shareholders, which is not specified in the notice, properly come before the
Annual Meeting, the persons named in the accompanying proxy intend to vote the
shares represented by them in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
June 7, 2000
17
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PARKERVISION, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on July 13, 2000,
The undersigned Shareholder(s) of ParkerVision, Inc., a Florida
corporation ("Company"), hereby appoints Jeffrey L. Parker and Stacie Wilf,
or either of them, with full power of substitution and to act without the
other, as the agents, attorneys and proxies of the undersigned, to vote the
P shares standing in the name of the undersigned at the Annual Meeting of
Shareholders of the Company to be held on July 13, 2000 and at all
adjournments thereof. This proxy will be voted in accordance with the
instructions given below. If no instructions are given, this proxy will be
voted FOR all of the following proposals.
R 1. Election of the following Directors:
FOR all nominees listed below except WITHHOLD AUTHORITY to vote
O as marked to the contrary below |_| for all nominees listed
below |_|
Jeffrey L. Parker, Richard L. Sisisky, David F. Sorrells, Stacie Wilf,
X William A. Hightower, Amy L. Newmark, Todd Parker, William L. Sammons,
Robert G. Sterne, Arthur G. Yeager
Y INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.
-----------------------------------------------------
2. Approve the Amendment to the Certificate of Incorporation to increase
the number of authorized shares of capital stock of the Company.
FOR |_| AGAINST |_| ABSTAIN |_|
3. Approve the Company's 2000 Performance Equity Plan.
FOR |_| AGAINST |_| ABSTAIN |_|
4. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
|_| I plan on attending the Annual Meeting.
Date: ________________________, 2000
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Signature
--------------------------------------
Signature if held jointly
Please sign exactly as name appears
above. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
