As filed with the Securities and Exchange Commission on August 10, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2971472
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
8493 BAYMEADOWS WAY
JACKSONVILLE, FLORIDA 32256
(Address of principal executive offices)
1993 STOCK PLAN
2000 PERFORMANCE EQUITY PLAN
and
OTHER EMPLOYEE OPTION PLANS
(Full title of the Plans)
Jeffrey Parker, Chairman of the Board
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
(904) 737-1367
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
maximum maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share(2) offering price(1) registration fee
===========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value 5,000,000 shares $ 45.97 $229,850,000 $60,680.40
$.01 per share 665,700 shares $ 45.97 $ 30,602,229 $ 8,078.99
459,800 shares $ 23.25 $ 10,690,350 $ 2,822.25
212,000 shares $ 28.25 $ 5,989,000 $ 1,581.10
162,500 shares $23.125 $ 3,757,813 $ 992.06
500,000 shares $ 30.00 $ 15,000,000 $ 3,960.00
100,000 shares $ 23.25 $ 2,325,000 $ 613.80
40,000 shares $ 18.75 $ 750,000 $ 198.00
25,000 shares $ 23.25 $ 581,250 $ 153.45
===========================================================================================================
Total Registration Fee....................................................................... $79,080.05
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</TABLE>
(1) Pursuant to Rule 416, there are also being registered additional securities
as may be issued as a result of anti-dilution provisions under each of the
1993 Stock Plan, 2000 Performance Equity Plan and Other Employee Option
Plans.
(2) Pursuant to Rule 457 (c), the registration fee for 5,665,700 shares of the
Common Stock is calculated on the basis of the market price of $45.97 on
August 3, 2000, and pursuant to Rule 457 (g) the registration fee for
1,499,300 shares of the Common Stock is calculated on the basis of the
exercise prices set fort in the above table.
-----------
In accordance with the provisions of Rule 462 promulgated under the Securities
Act of 1933, as amended, the Registration Statement will become effective upon
filing with the Securities and Exchange Commission.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
-------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rules 428 and 424 under the Securities Act of 1933 and the Note to Part I
of the Instructions to Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except for Item 8 disclosure, the contents of Part II of the Registration
Statement on Form S-8 (No. 33- 93658) previously filed by the Registrant with
the Securities and Exchange Commission ("Commission") on June 19, 1995, are
incorporated by reference in this Registration Statement. This Registration
Statement covered 500,000 shares of Common Stock.
On September 19, 1996 and August 22, 1997, the Board of Directors of the
Registrant approved amendments to the 1993 Stock Plan to increase the number of
shares of Common Stock available under the 1993 Stock Plan to an aggregate of
2,000,000 shares of Common Stock. The amendments to the 1993 Stock Plan were
approved by the stockholders of the Registrant on October 29, 1996 and November
7, 1997, respectively. The Registrant filed a Registration Statement on Form S-8
(No. 333-62497) on August 28, 1998 to register the additional 1,500,000 shares
of Common Stock available under the 1993 Stock Plan.
Except for Item 8 disclosure, the contents of Part II of the Registration
Statement on Form S-8 (No. 333-62497) previously filed by the Registrant with
the Commission on August 28, 1998, are incorporated by reference with this
Registration Statement.
On May 26, 1998, the Board of Directors of the Registrant approved the
grant of options to purchase up to 500,000 shares of Common Stock to an
executive employee of the Registrant. The Registrant filed a Registration
Statement on Form S-8 (No. 333-62497) on August 28, 1998 to register these
shares.
On November 16, 1998, the Board of Directors of the Registrant approved an
amendment to the 1993 Stock Plan to increase the number of shares of Common
Stock available under the 1993 Stock Plan to an aggregate of 3,500,000 shares of
Common Stock. The amendment to the 1993 Stock Plan was approved by the
stockholders of the Registrant on June 10, 1999. The Registrant is filing this
Registration Statement to register the additional 1,500,000 shares of Common
Stock available under the 1993 Stock Plan.
On November 16, 1998, the Board of Directors of the Registrant approved the
grant of options to purchase up to 40,000 of Common Stock to consultants of the
Company. On March 4, 1999, the Board of Directors of the Registrant approved the
grant of options to purchase an aggregate of 25,000 shares of Common Stock to
two directors of the Company. On March 5, 1999, the Board of Directors of the
Registrant approved the grant of options to purchase up to 100,000 of Common
Stock to a new employee of the Company. On May 13, 1999, the Board of Directors
of the Registrant approved the grant of options to purchase up to 500,000 shares
of Common Stock to a new employee of the Company. The options to purchase an
aggregate of 665,000 shares of Common Stock form the Other Employee Stock Option
Plans which are included on this Registration Statement.
On March 3, 2000, the Board of Directors of the Registrant approved the
2000 Performance Equity Plan covering 5,000,000 shares of Common Stock. The 2000
Performance Equity Plan was approved by stockholders on July 13, 2000. The
Registrant is filing this Registrant Statement to register the 5,000,000 shares
of Common Stock available under the 2000 Performance Equity Plan.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1* Opinion of Graubard Mollen & Miller
10.1 1993 Stock Plan of the Registrant (Incorporated by reference to
Exhibit 10.2 from Registration Statement on Form SB-2 No.
33-70588-A)
<PAGE>
10.2 Stock Option Agreement (Vesting) dated July 23, 1998 between
Registrant and Richard L. Sisisky (Incorporated by reference to
Exhibit 10.2 from Registration Statement on Form S-8
No.333-62497)
10.3 Stock Option Agreement (Acceleration) dated July 23, 1998 between
Registrant and Richard L. Sisisky (Incorporated by reference to
Exhibit 10.3 from Registration Statement on Form S-8 No.
333-62497)
10.4 Employment Agreement dated July 23, 1998 between Registrant and
Richard L. Sisisky (Incorporated by reference to Exhibit 10.4
from Registration Statement on Form S-8 No. 333- 62497)
10.5* Stock Option Agreement (Vesting) dated May 13, 1999 between
Registrant and Jim Baker
10.6* Stock Option Agreement (Acceleration) dated May 13, 1999 between
Registrant and Jim Baker
10.7* Stock Option Agreement dated March 5, 1999 between Registrant and
Greg Rawlins
10.8* Stock Option Agreement dated November 16, 1998 between Registrant
and Michael DuBow
10.9* Form of Stock Option Agreement dated November 16, 1998 between
Registrant and consultants
10.10* Form of Stock Option Agreement dated March 4, 1999 between
Registrant and two directors
10.11* 2000 Performance Equity Plan of the Registrant
23.1* Consent of Arthur Andersen LLP, independent certified public
accountants for Registrant
23.2* Consent of PricewaterhouseCoopers LLP, independent certified
public accountants for Registrant
23.3* Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto.)
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* Filed herewith
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida on this 10th day of
August, 2000.
PARKERVISION, INC.
By:/s/ Jeffrey Parker
---------------------------------------
Jeffrey Parker, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey Parker and Richard L. Sisisky his true
and lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Jeffrey L. Parker Chairman of the Board, Chief Executive August 10, 2000
-------------------------- Officer and Director (Principal Executive
Jeffrey L. Parker Officer)
/s/ Richard L. Sisisky President, Chief Operating Officer and August 10, 2000
-------------------------- Director
Richard L. Sisisky
/s/ Stacie Wilf Secretary, Treasurer and Director August 10, 2000
-------------------------- (Principal Accounting Officer and
Stacie Wilf Principal Financial Officer)
/s/ David F. Sorrells Chief Technical Officer and Director August 10, 2000
--------------------------
David F. Sorrells
/s/ Cynthia L. Poehlman Controller and Chief Accounting Officer August 10, 2000
--------------------------
Cynthia L. Poehlman
/s/ Todd Parker Director August 10, 2000
--------------------------
Todd Parker
/s/ William L. Sammons Director August 10, 2000
--------------------------
William L. Sammons
<PAGE>
/s/ Arthur G. Yeager Director August 10, 2000
--------------------------
Arthur G. Yeager
Director August 10, 2000
--------------------------
William A. Hightower
/s/ Amy Newmark Director August 10, 2000
--------------------------
Amy Newmark
Director August 10, 2000
--------------------------
Robert G. Sterne
</TABLE>
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<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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5.1* Opinion of Graubard Mollen & Miller
10.1 1993 Stock Plan of the Registrant (Incorporated by reference to
Exhibit 10.2 from Registration Statement on Form SB-2 No.
33-70588-A)
10.2 Stock Option Agreement (Vesting) dated July 23, 1998 between
Registrant and Richard L. Sisisky (Incorporated by reference to
Exhibit 10.2 from Registration Statement on Form S-8 No.
333-62497)
10.3 Stock Option Agreement (Acceleration) dated July 23, 1998 between
Registrant and Richard L. Sisisky (Incorporated by reference to
Exhibit 10.3 from Registration Statement on Form S-8 No.
333-62497)
10.4 Employment Agreement dated July 23, 1998 between Registrant and
Richard L. Sisisky (Incorporated by reference to Exhibit 10.4
from Registration Statement on Form S-8 No. 333- 62497)
10.5* Stock Option Agreement (Vesting) dated May 13, 1999 between
Registrant and Jim Baker
10.6* Stock Option Agreement (Acceleration) dated May 13, 1999 between
Registrant and Jim Baker
10.7* Stock Option Agreement dated March 5, 1999 between Registrant and
Greg Rawlins
10.8* Stock Option Agreement dated November 16, 1998 between Registrant
and Michael DuBow
10.9* Form of Stock Option Agreement dated November 16, 1998 between
Registrant and Consultants.
10.10* Form of Stock Option Agreement dated March 4, 1999 between
Registrant and Directors
10.11* 2000 Performance Equity Plan of the Registrant
23.1* Consent of Arthur Andersen LLP, independent certified public
accountants for Registrant
23.2* Consent of PricewaterhouseCoopers LLP, independent certified
public accountants for Registrant
23.3* Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto.)
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* Filed herewith
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