As filed with the Securities and Exchange Commission on August 14, 2003.
Registration No. 333-43452
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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 Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800
CALCULATION OF REGISTRATION FEE
=================================================================================================================
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
=================================================================================================================
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 Previously Paid $79,080.05
=================================================================================================================
(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 was 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 was calculated on the basis of the
exercise prices set forth 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.
___________
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.
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except for the disclosure in Item 8 and Item 9 (which is hereby being
amended to deregister 250,000 shares of Common Stock issued under the 2000
Performance Equity Plan), 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 the disclosure in Item 8 and Item 9 (which is hereby being
amended to deregister 250,000 shares of Common Stock issued under the 2000
Performance Equity Plan), 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 filed 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.
II-1
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 filed this Registrant Statement to register the 5,000,000 shares of
Common Stock available under the 2000 Performance Equity Plan.
On August 14, 2003, the Registrant filed a post-effective amendment to
deregister from this Registration Statement 250,000 shares of Common Stock
issued under the 2000 Performance Equity Plan by amending the undertakings in
Item 9.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
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 two directors
II-2
10.11* 2000 Performance Equity Plan of the Registrant
23.1* [Reserved]
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.)
__________
* Previously filed.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) The file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-3
Pursuant to this undertaking, the Registrant includes in the submission of
the Post-Effective Amendment No. 1, its removal from registration of 250,000
shares of Common Stock, $.01 par value, that were available for issuance under
the 2000 Performance Equity Plan. These shares were issued to a corporate entity
and are not eligible for registration under Form S-8, and therefore are being
removed. Such shares were issued as restricted stock with appropriate legends
and stop transfer orders.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)( of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing procedures, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
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 this Post-Effective Amendment to 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 14th day of August, 2003.
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 Todd Parker 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.
Signatures Title Date
---------- ----- ----
By: /s/ Jeffrey L. Parker Chief Executive Officer and August 14, 2003
--------------------------- Chairman of the Board
Jeffrey L. Parker (Principal Executive Officer)
By: /s/ Todd Parker President, Video Business Unit August 14, 2003
--------------------------- and Director
Todd Parker
By: /s/ David F. Sorrells Chief Technical Officer and August 14, 2003
--------------------------- Director
David F. Sorrells
By: /s/ Stacie Wilf Secretary and Treasurer August 14, 2003
---------------------------
Stacie Wilf
II-5
By: /s/ Cynthia L. Poehlman Chief Accounting Officer August 14, 2003
--------------------------- (Principal Accounting Officer)
Cynthia L. Poehlman
By: /s/ William A. Hightower Director August 14, 2003
---------------------------
William A. Hightower
By: /s/ Richard A. Kashnow Director August 14, 2003
---------------------------
Richard A. Kashnow
By: /s/ William L. Sammons Director August 14, 2003
---------------------------
William L. Sammons
By: /s/ Papken S. Der Torossian Director August 14, 2003
---------------------------
Papken S. Der Torossian
II-6
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
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* [Reserved]
23.2 Consent of PricewaterhouseCoopers LLP, independent certified
public accountants for Registrant
II-7
23.3* Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto.)
__________
* Previously filed
II-8