U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______ to _______
Commission file number 0-22904
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PARKERVISION, INC.
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(Name of small business issuer in its charter)
Florida 59-2971472
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
8493 Baymeadows Way, Jacksonville, Florida 32256
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (904) 737-1367
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The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 as set forth in the pages attached hereto:
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The current executive officers and directors of the company are as follows:
NAME AGE POSITION
- ---- --- --------
Jeffrey L. Parker 43 Chairman of the Board and Chief Executive
Officer
Richard L. Sisisky 45 President, Chief Operating Officer and Director
David F. Sorrells 41 Chief Technical Officer and Director
Stacie Parker Wilf 41 Secretary, Treasurer and Director
William A. Hightower 56 Director
Amy L. Newmark 43 Director
Todd Parker 35 Director
William L. Sammons 79 Director
Robert G. Sterne 49 Director
Arthur G. Yeager 66 Director
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 Parker 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.
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.
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<PAGE>
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 Parker Wilf are brothers and
sister.
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.
ITEM 11. EXECUTIVE COMPENSATION
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.
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SUMMARY COMPENSATION TABLE
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Fiscal Year Long Term Compensation
NAME AND PRINCIPAL Ended Annual ----------------------
POSITION 12/31 Compensation Options/SARs (#)
- ------------------------- ------------ ------------ ----------------------
Jeffrey L. Parker 1999 $275,000 --
Chairman of the Board and 1998 $210,500 12,500
Chief Executive Officer 1997 $161,500 112,500
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================================================================================
SUMMARY COMPENSATION TABLE
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Fiscal Year Long Term Compensation
NAME AND PRINCIPAL Ended Annual ----------------------
POSITION 12/31 Compensation Options/SARs (#)
- ------------------------- ------------ ------------ ----------------------
Richard L. Sisisky 1999 $250,000 --
President, Chief Operating 1998 $134,500 500,000
Officer and Director(1) -- -- --
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(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 $50,000 or 10% of the
compensation reported in the preceding table for such individual, or, in the
case of a group, the lesser of 50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
================================================================================
OPTION/SAR GRANTS IN LAST FISCAL YEAR
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NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE
- ------------------- ------------- ------------ --------- ----------
Jeffrey L. Parker None -- N/A N/A
- ------------------- ------------- ------------ --------- ----------
Richard L. Sisisky None -- N/A N/A
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<TABLE>
<CAPTION>
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AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
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VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS/ IN-THE-MONEY OPTIONS/SARS AT
SARS AT FISCAL YEAR END (#) 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. Under the agreement, Mr. Sisisky receives an annual base
salary of $250,000, and
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<PAGE>
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.
1993 STOCK OPTION PLAN
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 3,091,325 shares of Common Stock have been granted and are outstanding under
the 1993 Plan.
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.
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 and key employees,
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.
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<PAGE>
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 based on achievement of certain qualitative objectives.
Mr. Sisisky is compensated under an employment agreement and his
compensation was not reviewed in 1999.
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>
<CAPTION>
Cumulative Total Return
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12/94 12/95 12/96 12/97 12/98 12/99
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<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
HAMBRECHT & QUIST COMMUNICATIONS 100.00 159.36 182.84 173.10 255.56 799.78
</TABLE>
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of April 24, 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).
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS1
- ------------------------ --------- ---------
Jeffrey L. Parker(2) 2,887,216(3)(4) 23.6%
J-Parker Family Limited Partnership(5) 2,529,402(4) 21.2%
Todd Parker(2) 1,034,983(6)(7) 8.6%
T-Parker Family Limited Partnership(5) 915,255(7) 7.7%
Stacie Parker Wilf(2) 1,046,811(8)(9) 8.7%
S-Parker-Wilf Family Limited Partnership(5) 961,811(9) 8.1%
Richard L. Sisisky 87,000(10) 0.7%
David F. Sorrells 25,200(11) 0.2%
William A. Hightower 12,500(12) 0.1%
Amy L. Newark 0(13)
William L. Sammons 102,000(14) 0.9%
Robert G. Sterne 800(15) *
Arthur G. Yeager 45,200(16) 0.4%
All directors and executive officers 5,824,210(17) 41.2%
as a group (11 persons)
- -------------
* 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.
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(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.
(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.
ITEM 13. 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 $2,200,000 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.
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 27, 2000 PARKERVISION, INC.
By: /s/ Jeffrey L. Parker
------------------------------
Name: Jeffrey L. Parker
Title: Chief Executive Officer
By: /s/ Cynthia L. Poehlman
------------------------------
Name: Cynthia L. Poehlman
Title: Controller and Chief Accounting Officer
(Principal Accounting Officer)
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