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
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
Commission only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| 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 amount 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 0-11:1
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(5) Total fee paid:
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|_| 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 0-11a)(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.
(1) Amount previously paid:
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(4) Date filed:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
PARKERVISION, INC.
8493 BAYMEADOWS WAY
JACKSONVILLE, FLORIDA 32256
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 2004
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NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
ParkerVision, Inc. will be held at the Marriott Hotel, 1501 International
Parkway, Lake Mary, Florida on Friday, June 11, 2004 at 9:00 a.m. local time,
for the following purposes: 1. To elect nine directors to hold office until the
annual meeting of shareholders in 2005 and until their respective successors
have been duly elected and qualified; and 2. 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 April 29, 2004 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
May 5, 2004
PARKERVISION, INC.
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the enclosed form of proxy are being furnished in
connection with the solicitation of proxies by our board of directors to be used
at the annual meeting of shareholders to be held at 9:00 a.m. local time, on
Friday, June 11, 2004 and any adjournments. The annual meeting will be held at
the Marriott Hotel, 1501 International Parkway, Lake Mary, Florida. The matters
to be considered at the meeting are set forth in the attached Notice of Meeting.
Our 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 May 5, 2004.
RECORD DATE; VOTING SECURITIES
Our board of directors has fixed the close of business on April 29, 2004
as the record date for determination of shareholders entitled to notice of, and
to vote at, the annual meeting. As of April 29, 2004, we had issued and
outstanding 17,959,504 shares of common stock, par value $.01 per share, our
only class of voting securities outstanding. Each of our shareholders is
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 our board
of directors. The persons named in the proxy have been designated as proxies by
our board of directors. Any proxy given pursuant to this solicitation and
received in time for the meeting will be voted as specified in the returned
proxy. If no instructions are given, proxies returned by shareholders will be
voted "FOR" the election of the nominees as our directors listed below under the
caption "Proposal I: Election of Directors" and as the proxies named in the
proxy determine in their discretion with respect to any other matters properly
brought before the meeting. Any proxy may be revoked by written notice received
by our secretary at any time prior to the voting at the meeting, 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 his or her 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 the 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 the 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 the shares are not being voted on any matter at the meeting, in which case
the shares will not be counted for purposes of determining the presence of a
quorum.
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 in their favor will be elected as our directors. Consequently, any shares
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not voted "FOR" a particular nominee, because of either shareholder withholding
or broker non-vote, will not be counted in the nominee's favor.
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 the 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 the proposal and therefore will have no effect on the vote.
ANNUAL REPORT
Our Annual Report on Form 10-K for the fiscal year ended December 31,
2003, which contains our audited financial statements, is being mailed along
with this proxy statement.
We will provide to you exhibits to the Annual Report upon payment of a fee
of $.25 per page, plus $5.00 postage and handling charge, if requested in
writing to The Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville,
Florida 32256.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of April 29, 2004
with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of our common stock, (ii) each of our director
nominees, (iii) each executive officer whose compensation exceeded $100,000 in
2003, and (iv) all of our directors, director nominees and executive officers as
a group (based upon information furnished by those persons).
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)
------------------------- -------------------- --------
Jeffrey L. Parker(2) 3,314,342 (3)(4) 17.76%
J-Parker Family Limited Partnership(5) 2,376,974 (4) 13.24%
Todd Parker(2) 1,100,588 (6)(7) 6.08%
T-Parker Family Limited Partnership(5) 876,255 (7) 4.88%
Stacie Wilf(2) 1,033,416 (8)(9) 5.73%
S-Parker Wilf Family Limited Partnership(5) 905,811 (9) 5.04%
David F. Sorrells(2) 549,500 (10) 2.97%
William A. Hightower 162,500 (11) 0.90%
Richard A. Kashnow 115,000 (12) 0.64%
William L. Sammons 169,750 (13) 0.94%
Nam P. Suh -- (14) --
Papken S. der Torossian 15,000 (15) 0.08%
Cynthia Poehlman(2) 61,200 (16) 0.34%
John Metcalf(17) -- (17) --
Wellington Management Company, LLP(18) 2,064,600 (18) 11.5%
Leucadia National Corporation(19) 1,607,973 (19) 8.72%
Banca del Gottardo(20) 1,197,439 (20) 6.25%
Arbor Capital Management, LLC(21) 1,310,800 (21) 6.80%
Tyco International Ltd.(22) 1,058,949 (22) 5.73%
Tyco Sigma Limited(22) 1,058,949 (22) 5.73%
All directors, director nominees and executive officers as a 6,521,296 (23) 32.72%
group (11 persons)
(footnotes on next page)
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(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 700,000 shares of common stock issuable upon currently
exercisable options and 9,501 shares owned of record by Mr. Parker's three
children over which he disclaims ownership. Excludes 60,000 shares of
common stock issuable upon options that may become exercisable in the
future.
(4) J-Parker Family Limited Partnership is the record owner of 2,376,974
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 127,500 shares of common stock issuable upon currently
exercisable options and 10,000 shares owned of record by Mr. Parker's
spouse and 100 shares owned of record by Mr. Parker's child over which he
disclaims ownership. Excludes 40,000 shares of common stock issuable upon
options that may become exercisable in the future.
(7) T-Parker Family Limited Partnership is the record owner of 876,255 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 87,500 shares of common stock issuable upon currently exercisable
options and 10,600 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 905,811 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 549,500 shares of common stock issuable upon currently
exercisable options. Excludes 300,000 shares of common stock issuable upon
options that may become exercisable in the future.
(11) Includes 162,500 shares of common stock issuable upon currently
exercisable options. Excludes 500,000 shares of common stock issuable upon
options that may become exercisable in the future.
(12) Includes 115,000 shares of common stock issuable upon currently
exercisable options.
(13) Includes 150,000 shares of common stock issuable upon currently
exercisable options.
(14) Excludes 100,000 shares of common stock issuable upon options that may
become exercisable in the future.
(15) Includes 15,000 shares of common stock issuable upon currently exercisable
options. Excludes 100,000 shares of common stock issuable upon options
that may become exercisable in the future.
(16) Includes 61,200 shares of common stock issuable upon currently exercisable
options. Excludes 27,300 shares of common stock issuable upon options that
may become exercisable in the future.
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(17) Mr. Metcalf is a nominee for election as a director. His address is Suite
1000, 1001 SW Fifth Avenue, Portland, Oregon 97204.
(18) The business address of Wellington Management Company, LLP is 75 State
Street, Boston, Massachusetts 02109. Wellington has shared voting
authority over 974,300 shares of common stock and has shared dispositive
power over 2,064,600 shares of common stock. Wellington has reported
beneficial ownership of 2,064,600 shares of common stock. The foregoing
information was derived from a Schedule 13G/A filed with the SEC on
February 12, 2004.
(19) The business address of Leucadia National Corporation is 315 Park Avenue
South, New York, New York 10010. The number of shares reported as
beneficially owned includes 484,293 shares underlying a currently
exercisable warrant. The foregoing information was derived from a Schedule
13G filed with the SEC on April 1, 2003.
(20) The address is Banca del Gottardo, Viale S. Franscini 8, CH-6901 Lungano,
Switzerland. The foregoing information was derived from an amendment to
Schedule 13G filed with the SEC on January 21, 2004.
(21) The address is One Financial Plaza, 120 South Sixth Street, Suite 100,
Minneapolis, Minnesota 55402. The foregoing information was derived from a
Schedule 13G filed with the SEC on February 9, 2004.
(22) The business address of each of Tyco International Ltd. and Tyco Sigma
Limited is The Zurich Center, Second Floor, 90 Pitts Bay Road, Pembroke,
HM 08, Bermuda. These shares are held of record by Tyco Sigma Limited, a
wholly owned subsidiary of Tyco International Ltd. Tyco International Ltd.
and Tyco Sigma Limited share voting and dispositive power over these
shares. The number of shares reported as beneficially owned includes
529,475 shares underlying a currently exercisable warrant. The foregoing
information was derived from a Schedule 13G filed with the SEC on March 6,
2003.
(23) Includes 1,968,200 shares of common stock issuable upon currently
exercisable options held by directors and officers and 1,127,300 shares of
common stock issuable upon options that may vest in the future held by
directors and officers (see notes 3, 6, 8, 10, 11, 12, 13, 14, 15 and 16,
above).
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PROPOSAL I: ELECTION OF DIRECTORS
The persons listed below have been designated by our 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. The by-laws of the Company currently provide for a board of ten
persons. At this annual meeting, nine persons are being nominated. Proxies given
by the shareholders will not be voted for any persons to fill the vacant
position. 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.
NAME AGE DIRECTOR SINCE POSITION
---- --- -------------- --------
Jeffrey L. Parker 47 1989 Chairman of the Board and Chief Executive Officer
Todd Parker 39 1989 President of Video Business Unit and Director
David F. Sorrells 45 1997 Chief Technical Officer and Director
William A. Hightower 60 1999 President and Director
Richard A. Kashnow 62 2000 Director
William L. Sammons 83 1993 Director
Nam P. Suh 68 2003 Director
Papken S. der Torossian 65 2003 Director
John Metcalf 53 -- Director nominee
Jeffrey L. Parker has been chairman of the board and our chief executive
officer since our inception in August 1989 and our president from April 1993 to
June 1998. From March 1983 to August 1989, Mr. Parker served as executive vice
president for Parker Electronics, Inc., a joint venture partner with Carrier
Corporation performing research development, manufacturing and sales and
marketing for the heating, ventilation and air conditioning industry.
Todd Parker has been a director since our inception and was a vice
president of ours from inception to June 1997. Mr. Parker acted as a consultant
to us from June 1997 through November 1997 and from September 2001 to July 2002.
On July 31, 2002, Mr. Parker was appointed president of the Video Business Unit
of the Company. From January 1985 to August 1989, Mr. Parker served as general
manager of manufacturing for Parker Electronics.
David F. Sorrells has been our chief technical officer since September
1996 and has been a director since January 1997. From June 1990 to September
1996, Mr. Sorrells served as our engineering manager.
William A. Hightower has been a director since March 1999. In September
2003, Mr. Hightower became the president of the Company. Since May 2001, Mr.
Hightower also has been a private investor. Mr. Hightower was the president and
chief operating officer and a director of Silicon Valley Group, Inc. ("SVGI"),
from August 1997 until his retirement in May 2001. SVGI 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.
Richard A. Kashnow has been a director since August 2000. From August 1999
until his retirement in January 2003, Mr. Kashnow was the president of Tyco
Ventures, the venture capital arm of Tyco International, Inc., a diversified
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manufacturing services company. From October 1995 to its acquisition by Tyco in
1999, Mr. Kashnow was the chairman, chief executive officer and president of
Raychem Corporation, a technology company specializing in electronic components
and engineered materials.
William L. Sammons has been a director since October 1993. From 1981 until
his retirement in 1985, Mr. Sammons was president of the North American
Operations of Carrier Corporation.
Nam P. Suh has been a director since December 2003. Mr. Suh has been a
member of the MIT faculty since 1970, where, among the many positions held, he
recently has been the director of the MIT Laboratory for Manufacturing and
Productivity, head of the department of Mechanical Engineering (1991-2001) and
director of the MIT Manufacturing Institute. In 1984, Mr. Suh was appointed the
assistant director of engineering of the National Science Foundation. Mr. Suh is
widely published as an author of articles and books on topics related to
manufacturing, plastics and design. Mr. Suh has filed approximately 50 United
States patents and many foreign patents, some of which relate to plastics,
polymers and design.
Papken S. der Torossian has been a director since June 2003. Mr. der
Torossian was the chairman of the board of directors and chief executive officer
for SVGI until 2001. He currently serves as the special advisor to ASML which
acquired SVGI in September 2001. He joined SVGI in 1984 as president and became
chief executive officer in 1986. In 1991, Mr. der Torossian was appointed SVGI's
chairman of the board. Prior to his joining SVGI, he was president of ECS
Microsystems and president of the Santa Cruz Division of Plantronics where he
also served as vice president to the Telephone Products Group. Previous to that
he spent four years at Spectra-Physics and twelve years with Hewlett-Packard in
a variety of management positions. From 1997 to 2001, Mr. der Torossian served
on the board of the Silicon Valley Manufacturing Group. In March 2001, Mr. der
Torossian joined the board of directors of ANTS Software Inc., a company engaged
in proprietary software development, and in March 2003, he joined the board of
directors of Therma-Wave, Inc., a company engaged in the manufacture and sale of
process control metrology systems used in manufacturing semiconductors.
John Metcalf is a director nominee for the annual meeting to which this
proxy statement relates. Since November 2002, Mr. Metcalf has been a partner
with Tatum Partners LLP. Tatum Partners LLP is a partnership of over 350
experienced chief financial officers located throughout the United States
providing financial consulting services and interim professional staff. From
February 2001 to December 2001, Mr. Metcalf was vice president and chief
financial officer of Zight Corporation, a venture funded microdisplay company in
Boulder, Colorado, and from January 1997 to December 2000, the vice president
and chief financial officer of WaferTech, a semi-conductor foundry located in
Camas, Washington, that was a joint venture of Taiwan Semiconductor
Manufacturing Corporation, Altera, Analog Devices, and ISSI. Mr. Metcalf was the
senior vice president of finance, chief financial officer and corporate
secretary of Siltec Corporation, a silicon wafer manufacturer from 1992 to 1997,
and the vice president finance and chief financial officer of Oki Semiconductor
from 1987 to 1991. Prior to his employment by Oki Semiconductor, Mr. Metcalf was
employed for eleven years by Advanced Micro Devices in a number of finance
managerial positions.
Messrs. Jeffrey and Todd Parker are brothers.
INDEPENDENCE OF DIRECTORS
The Company is listed on the Nasdaq National Market System and follows the
rules of Nasdaq in determining if a director is independent. The board of
directors also consults with the Company's counsel to ensure that the board of
directors' determinations are consistent with those rules and all relevant
securities and other laws and regulations regarding the independence of
directors. Consistent with these considerations, the board of directors
affirmatively has determined that Messrs. Richard A. Kashnow, William L.
Sammons, Nam P. Suh, Papken S. der Torossian and John Metcalf, if elected, will
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be independent directors of the Company for the ensuing year. The other
remaining directors are not independent because they are currently employed by
the Company.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 2003, our board of directors met
12 times and acted by unanimous consent four times. All of our directors
attended each of the meetings except William Sammons and David Sorrells each
missed two meetings during the last fiscal year. It is the Company's policy that
all the members of the board of directors attend meetings of shareholders. At
the annual meeting of shareholders held in 2003, five of our directors attended
the meeting. Members of our board of directors generally are elected annually by
our shareholders and may be removed as provided for in the 1989 Business
Corporation Act of the State of Florida and our articles of incorporation.
The board of directors has three committees, the audit committee, the
compensation committee and the nominating committee. Members of the individual
committees are named below.
AUDIT COMPENSATION NOMINATIONS
----- ------------ -----------
William L. Sammons* Richard A. Kashnow* Richard A. Kashnow*
Richard A. Kashnow William L. Sammons William L. Sammons
Papken S. der Torossian Papken S. der Torossian Papken S. der Torossian
* Chairperson.
AUDIT COMMITTEE
General. The audit committee was established in 1994. It is comprised of
independent directors and is governed by a board-approved charter amended and
readopted in 2003 and filed with the proxy for the 2003 annual meeting. The
charter, among other things, contains the committee's membership requirements
and responsibilities. The audit committee oversees the Company's accounting,
financial reporting process, internal controls and audits, and consults with
management and the independent auditors on, among other items, matters related
to the annual audit, the published financial statements and the accounting
principles applied. As part of its duties, the audit committee appoints,
evaluates and retains the Company's independent auditors. It maintains direct
responsibility for the compensation, termination and oversight of the Company's
independent auditors and evaluates the independent auditors' qualifications,
performance and independence. The audit committee also monitors compliance with
the Company's policies on ethical business practices and reports on these items
to the board of directors. The audit committee has established policies and
procedures for the pre-approval of all services provided by the independent
auditors. Further the audit committee has established procedures for the
receipt, retention and treatment, on a confidential basis, of complaints
received by the Company, which are described under "Shareholder Communications
with the Board."
Financial Expert on Audit Committee. The board of directors made a
qualitative assessment of each of the audit committee members to determine their
level of financial knowledge and experience based on a number of factors and has
determined that each member is a financial expert within the meaning of all
applicable rules. The board of directors considered each of these persons'
ability to understand generally accepted accounting principles and financial
statements, their ability to assess the general application of generally
accepted accounting principles in connection with our financial statements,
including estimates, accruals and reserves, their experience in analyzing or
evaluating financial statements of similar breadth and complexity as our
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financial statements, their understanding of internal controls and procedures
for financial reporting and their understanding of the audit committee
functions.
Meetings and Attendance. During the fiscal year ended December 31, 2003,
the audit committee met five times. The audit committee has also met three times
since January 1, 2004, twice in connection with the annual report for the fiscal
year ended December 31, 2003 and once to discuss the audit plan with
PricewaterhouseCoopers LLP.
Audit Fees. For the fiscal years ended December 31, 2002 and December 31,
2003, the aggregate fees billed for professional services rendered for the audit
of our annual financial statements and the review of our financial statements
included in our quarterly reports were approximately $118,500 and $127,000,
respectively.
Financial Information Systems Design and Implementation Fees. For the
fiscal years ended December 31, 2002 and December 31, 2003, there were no fees
billed for professional services by our independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of our information system or managing our local area network.
Tax Services Fees. For the fiscal years ended December 31, 2002 and
December 31, 2003, the aggregate fees billed for professional services rendered
for tax services by our independent auditors were approximately $17,800 and
$800, respectively.
All Other Fees. For the fiscal years ended December 31, 2002 and December
31, 2003, the aggregate fees billed for all other professional services rendered
by our independent auditors were approximately $10,200 and $46,900,
respectively.
AUDIT COMMITTEE REPORT
Pursuant to the charter of the audit committee originally adopted on June
12, 2000 and amended on April 25, 2003, the audit committee's responsibilities
include, among other things:
o annually reviewing and reassessing the adequacy of the committee's
formal charter;
o reviewing our annual audited financial statements with our
management and our independent auditors and the adequacy of our
internal accounting controls;
o reviewing analyses prepared by management and independent auditors
concerning significant financial reporting issues and judgments made
in connection with the preparation of our financial statements;
o the engagement of the independent auditor;
o reviewing the independence of the independent auditors;
o reviewing our auditing and accounting principles and practices with
the independent auditors and reviewing major changes to our auditing
and accounting principles and practices as suggested by the
independent auditor or our management;
o the appointment of the independent auditor to the board of
directors, which firm is ultimately accountable to the audit
committee and the board of directors;
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o approving professional services provided by the independent
auditors, including the range of audit and nonaudit fees; and
o reviewing all related party transactions on an ongoing basis for
potential conflict of interest situations.
The audit committee pre-approves the services to be provided by its
independent auditors. During the period January 1, 2003 through March 31, 2004,
the committee reviewed in advance the scope of the annual audit, non-audit
services to be performed by the independent auditors and the independent
auditors' audit and non-audit fees and approved them. The audit committee also
reviews and recommends to the board of directors whether or not to approve
transactions between the Company and an officer or director outside the ordinary
course.
On many occasions during fiscal year 2003 and thereafter, the audit
committee met and held discussions with management, the chief accounting officer
and our independent auditors. Management represented to the committee that our
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the committee has reviewed and discussed the
consolidated financial statements with management and the independent auditors.
The committee discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees), various accounting issues relating to presentation of certain
things in our financial statements and compliance with Section 10A of the
Securities Exchange Act of 1934. Our independent auditors also provided the
audit committee with the written disclosures required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and the committee discussed with the independent auditors and management the
auditors' independence. The committee discussed financial risk exposures
relating to the Company with management and the processes in place to monitor
and control the exposure resulting therefrom, if any. Based upon the committee's
discussion with management and the independent auditors and the committee's
review of the representations of management and the report of the independent
auditors to the audit committee, the committee recommended that the board of
directors include our audited consolidated financial statements in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2003. The committee
evaluated the performance of PricewaterhouseCoopers LLP and recommended to the
board their re-appointment as the independent auditors for the fiscal year
ending December 31, 2004.
William L. Sammons
Richard A. Kashnow
Papken S. der Torossian
COMPENSATION COMMITTEE
General. The compensation committee, which is comprised of independent
directors, consults generally with management on matters concerning executive
compensation and benefit plans where board of directors or stockholder action is
contemplated with respect to the adoption of or amendments to such plans. It
makes recommendations to the board of directors on compensation generally,
executive officer salaries, bonus awards and stock options grants, special
awards and supplemental compensation. The compensation committee makes
recommendations on organization, succession, the election of officers,
consultantships and similar matters where board of director approval is
required. It also administers the Company's 2000 Stock Option Plan and, to the
extent of outstanding awards, the 1993 Stock Option Plan.
Meetings and Attendance. During fiscal year ended December 31, 2003, the
compensation committee met five times and acted by unanimous consent two times.
9
COMPENSATION COMMITTEE REPORT
General Compensation Policy. We operate in a competitive and rapidly
changing high technology industry. The compensation committee believes that the
compensation program for our executive officers should be designed to attract,
motivate and retain talented executives responsible for the success of our
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 our executive officers are: base salary; annual cash incentive
awards in the form of a cash bonus; and 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 found
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 our 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 us, 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 Reviewed. There was no review of Mr. Jeffrey
Parker's salary for fiscal year 2003. Pursuant to his written employment
agreement, Mr. Parker's salary was increased to $300,000 per annum on October 1,
2002 and it remains the same until October 1, 2004. After consideration of Mr.
Parker's involvement in raising additional capital for the Company and
implementing the strategic shifts in the Company's product focus, the
compensation committee awarded Mr. Parker a bonus of $25,000 for the fiscal year
2003.
Mr. William A. Hightower is employed pursuant to an employment agreement
which expires September 2, 2008. The terms of employment are set forth in a
written agreement entered into before commencement of his duties on September 3,
2003, which was reviewed by the compensation committee. Mr. Hightower receives
an annual salary of $250,000 and is eligible for performance incentive amounts
and salary adjustment as the board approves. Mr. Hightower was also granted an
option to purchase up to 500,000 shares of common stock at $8.00 per share,
vesting as to 100,000 on September 2nd in each of 2004, 2005, 2006, 2007 and
2008 and once exercisable, outstanding until September 2, 2013. After
consideration of Mr. Hightower's efforts in connection with strategic planning
for the Company and the initial launch of the wireless products of the Company,
the compensation committee awarded Mr. Hightower a cash bonus of $25,000 for the
fiscal year 2003.
Mr. David Sorrells is employed pursuant to a written employment agreement
which expires on March 7, 2007. The terms of employment and compensation are set
forth in that agreement and his salary was not reviewed by the compensation
committee in fiscal year 2003. Pursuant to the employment agreement, Mr.
Sorrells is entitled to be considered for an annual cash bonus. Based on
management input and consideration of his work in helping to bring to completion
and market the Company's first wireless products and his efforts in helping to
secure additional financing during fiscal year 2003, the compensation committee
awarded a cash bonus of $125,000 to Mr. Sorrells and an option to acquire up to
125,000 shares of common stock at $9.00 per share, vesting ratably over five
years and expiring November 21, 2012.
10
Mr. Todd Parker is employed as the president of the video business unit of
the Company. Mr. Parker is not employed under a written employment agreement.
The committee reviewed his compensation and decided to increase Mr. Parker's
compensation from $150,000 to $200,000. Based on management input and
consideration of his work in preparing the Company's wireless manufacturing
facilities and bringing on line the wireless production, the compensation
committee awarded Mr. Parker a bonus of $25,000 for fiscal year 2003.
Ms. Cynthia Poehlman is employed as the chief accounting officer of the
Company. Ms. Poehlman is not employed under a written employment agreement.
Based on management input and consideration of her undertaking additional
duties, the compensation committee awarded Ms. Poehlman a bonus of $17,000 for
fiscal year 2003. The compensation committee also reviewed her compensation and
set it at $120,000 for the 2004 fiscal year.
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
that might incorporate our future filings under those statutes, the preceding
Compensation Committee Report on Executive Compensation and our Stock
Performance Graph (set forth herein 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 of our future filings under those statutes.
THE COMPENSATION COMMITTEE
Richard A. Kashnow
William L. Sammons
Papken S. der Torossian
NOMINATIONS COMMITTEE
General. The nominations committee, which consists of independent
directors, is responsible for overseeing the selection of persons to be
nominated as directors of the Company.
The nominations committee considers persons identified by its members,
management, shareholders, potential investors, investment bankers and others.
The nominations committee may also use the services of search firms to assist in
identifying potential directors, in gathering information about the background
and experience of such persons and acting as an intermediary with such persons.
The nominations committee adopted a written charter in April 2004 which is
available on the Company's website at www.parkervision.com. The nominations
committee does not have any formal criteria for nominees; however, it believes
that persons to be nominated should be actively engaged in business endeavors,
have an understanding of financial statements, corporate budgeting and capital
structure, be familiar with the requirements of a publicly traded company, be
familiar with industries relevant to the Company's business endeavors, be
willing to devote significant time to the oversight duties of the board of
directors of a public company, and be able to promote a diversity of views based
on the person's education, experience and professional employments. The
nominations committee evaluates each individual in the context of the board as a
whole, with the objective of recommending a group of persons that can best
implement the Company's business plan, perpetuate its business and represent
shareholder interests. The nominations committee may require certain skills or
attributes, for example financial or accounting experience, to meet specific
board needs that arise from time to time. The nominations committee does not
distinguish among nominees recommended by shareholders and other persons.
Shareholders and others wishing to suggest candidates to the nominations
committee for consideration as directors must submit written notice to the
corporate secretary, who will provide it to the nominations committee. The
11
Company also has a method by which shareholders may nominate persons as
directors which is described in the section "Shareholder Proposals and
Nominations."
The nominations committee was established in 2003. Prior to its creation,
nominations were handled by the board of directors acting as a whole.
At the annual meeting to which this proxy relates, eight of the persons
are current directors standing for re-election and one person, Mr. Metcalf, is a
nominee located through the services of a search firm which will be compensated
once the nominee is elected to the board in an amount based on a percentage of
the value of the overall compensation paid to the director. The search firm
identified a number of persons to the Company for consideration and provides
background check services for the Company on these persons, as well as due
diligence services on the Company to the candidates. Four of the persons
standing for re-election are employed by the Company in executive capacities.
CODE OF ETHICS AND SHAREHOLDER CONTACT
The board of directors has adopted a code of ethics that is designed to
deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely
and understandable reports that the Company files or submits to the SEC and
others. A copy of the code of ethics may be found on the Company's website.
Shareholders may contact members of the board of directors by writing to
them in care of the corporate secretary at the headquarters. The corporate
secretary will forward correspondence received to the directors from time to
time. This procedure was approved by the independent directors.
COMPENSATION OF OUTSIDE DIRECTORS
During 2003, each non-employee director received a retainer of $8,000,
payable in quarterly installments. In addition, each of the non-employee
directors received on January 15, 2003 an annual grant of an option to purchase
10,000 shares of common stock that vested immediately. The committee
chairpersons received an additional option per year to purchase 5,000 shares and
each committee member receives an additional option per year to purchase 2,500
shares of common stock for committee work. Options for committee work will not
exceed 5,000 shares of common stock in any fiscal year. All board members were
reimbursed for reasonable expenses incurred in attending meetings.
EXECUTIVE COMPENSATION
The following tables summarize the cash compensation paid by us to each of
our executive officers (including our chief executive officer) who were serving
as executive officers at the end of the fiscal year ended December 31, 2003, for
services rendered in all capacities to us and our subsidiaries during the fiscal
years ended December 31, 2003, 2002 and 2001, options granted to such executive
officers during the fiscal year ended December 31, 2003, and the value of all
options granted to such executive officers at the end of the fiscal year ended
December 31, 2003.
12
------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
ANNUAL
NAME AND PRINCIPAL COMPENSATION LONG TERM COMPENSATION
POSITION FISCAL YEAR ---------------------------------------------------------------
ENDED 12/31 SALARY BONUS OPTIONS/SARS (#)
------------------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker 2003 $300,000 $ 25,000 --
Chairman of the Board and 2002 $281,700 -- 15,000
Chief Executive Officer 2001 $275,000 $ 25,000 --
------------------------------------------------------------------------------------------------------------------------
William A. Hightower 2003 $ 76,883 $ 31,000(2) 515,000
President of the Company and -- -- -- --
Director(1) -- -- -- --
------------------------------------------------------------------------------------------------------------------------
Todd Parker 2003 $182,115 $ 25,000 --
President, Video Business 2002 $ 62,000 -- 60,000
Unit and Director(3) 2001 -- -- --
------------------------------------------------------------------------------------------------------------------------
David F. Sorrells 2003 $250,000 $125,000 125,000
Chief Technical Officer and 2002 $244,200 -- --
Director 2001 $225,000 $ 50,000 --
------------------------------------------------------------------------------------------------------------------------
Cynthia Poehlman, Chief 2003 $120,000 $ 17,000 --
Accounting Officer 2002 $ 87,500 $ 12,500 12,000
2001 $ 87,500 $ 12,500 --
(1) Mr. Hightower became the president of the Company on September 3, 2003.
(2) Includes director fees of $6,000 paid to Mr. Hightower as an outside
director from January 1, 2003 through September 2, 2003.
(3) Mr. Todd Parker was employed as a consultant from September 2001 to July
2002, and was paid $74,891. He was employed as the president of the video
business unit of the Company on July 31, 2002 at an annual salary of
$150,000.
We cannot determine, without unreasonable effort or expense, the specific
amount of certain personal benefits afforded to our employees, or the extent to
which benefits are personal rather than business. We have 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.
13
------------------------------------------------------------------------------------------------------------------------
OPTION/GRANTS IN LAST FISCAL YEAR
REALIZABLE VALUE
% OF TOTAL
OPTIONS
NUMBER OF GRANTED TO
SHARES UNDER EMPLOYEES IN EXERCISE EXPIRATION
NAME OPTIONS FISCAL YEAR PRICE DATE 5% 10%
------------------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------
William A. Hightower 15,000(1) 1% $7.78 1/15/2013 $ 72,839 $ 184,595
500,000(2) 33% $8.00 9/02/2013 $2,516,014 $6,376,324
------------------------------------------------------------------------------------------------------------------------
Todd Parker -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------
David F. Sorrells 125,000(3) 8% $9.00 11/21/2012 $ 620,419 $1,528,210
------------------------------------------------------------------------------------------------------------------------
Cynthia Poehlman -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------
(1) Granted options to purchase 15,000 shares of Common Stock in January 2003
as outside director compensation.
(2) Granted options to purchase 500,000 shares of Common Stock on September 2,
2003 in connection with his employment as president of the Company.
(3) Granted in 2003 as bonus compensation in recognition of fiscal year 2003
employment.
------------------------------------------------------------------------------------------------------------------------
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
AT DECEMBER 31, 2003
------------------------------------------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED OPTIONS/SARS AT FISCAL YEAR VALUE OF UNEXERCISED IN-THE-MONEY
END (#) OPTIONS/SARS AT FISCAL YEAR END
------------------------------------------------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------------------------------------------------------------------------------------------------
Jeffrey L. Parker 700,000 60,000 $-0- $-0-
------------------------------------------------------------------------------------------------------------------------
William A. Hightower 162,500 500,000 $-0- $-0-
------------------------------------------------------------------------------------------------------------------------
Todd Parker 127,500 40,000 $-0- $-0-
------------------------------------------------------------------------------------------------------------------------
David F. Sorrells 549,500 300,000 $-0- $-0-
------------------------------------------------------------------------------------------------------------------------
Cynthia Poehlman 61,200 27,300 $-0- $-0-
------------------------------------------------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS
In September 2000, we entered into a written employment agreement with
Jeffrey L. Parker, our chairman of the board and chief executive officer, which
expires on September 30, 2005. Mr. Parker receives a current annual base salary
of not less than $300,000 for the two-year period ending October 1, 2000, and
not less than $325,000 for the last year of the term of the agreement, October
1, 2004 to October 1, 2005. Mr. Parker will also receive bonuses as may be
determined from time to time by the compensation committee and participate in
the various benefit plans available to executives of the Company. Mr. Parker was
14
awarded a cash bonus of $25,000 for fiscal year 2003. Mr. Parker was awarded two
stock options in connection with his employment agreement with us. The first
option is for 350,000 shares of common stock, exercisable at a price per share
of $41. This option vested immediately and is exercisable until September 7,
2010, except as provided in the option agreement. The second option is for
150,000 shares of common stock, exercisable at $61.50 per share and vesting in
five equal installments of 30,000 shares on October 1 in each year from 2001
through 2005. Once vested, the options remain exercisable until October 1, 2010,
except as provided in the option agreement. As bonus compensation in recognition
of fiscal year 2001 employment, Mr. Parker was granted in February 2002 an
option to purchase 15,000 shares of common stock at $19.99 per share, which
immediately vested and expire February 26, 2012.
In March 2002, we entered into a written employment agreement with David
F. Sorrells, our chief technical officer and a director, which expires March 6,
2007. Mr. Sorrells receives an annual base salary of not less than $250,000 for
the first two-year period during the term, and thereafter the base will be
increased as determined by the Company, but the increase will be by not less
than 5% of the prior year's base salary. Mr. Sorrells will also receive an
annual bonus as may be determined by the compensation committee as recommended
by the chief executive officer. Mr. Sorrells received a cash bonus of $125,000
for fiscal year 2003. Mr. Sorrells was awarded in fiscal year 2003, an option to
acquire 125,000 shares of common stock at $9.00 per share, vesting ratably over
five years and expiring November 21, 2012. Mr. Sorrells will be eligible for
future awards under our performance equity plans as determined from time to
time.
In September 2003, we entered into a written employment agreement with
William A. Hightower, our president of the Company and a director, which expires
September 2, 2008. Mr. Hightower receives an annual base salary of $250,000 and
may be awarded bonuses and increases by the board of directors. Mr. Hightower
was also granted an option under the 2000 Performance Equity Plan to purchase up
to 500,000 shares of common stock at $8.00 per share. The option vests as to
100,000 shares on September 2 in each of 2004 through 2008 and once vested, may
be exercised until September 2013.
STOCK OPTION PLANS
In September 1993, the board of directors approved the 1993 Stock 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 Stock Plan was amended on September 19, 1996, August 22, 1997 and November
16, 1998 by the board of directors to raise the number of shares of common stock
subject to the plan to 3,500,000. Each of these amendments was approved by our
shareholders. In September 2003, the 1993 Stock Plan was closed for future
grants of benefits, but remains outstanding until all the benefits granted
thereunder have either been exercised or terminated by their terms. As of
December 31, 2003, there were a total of 2,392,016 shares of common stock that
are subject to outstanding grants under the 1993 Stock Plan.
In May 2000, the board of directors approved our 2000 Performance Equity
Plan pursuant to which a total of 5,000,000 shares of common stock were reserved
for issuance in connection with the awards available for grant. The 2000 plan
was approved by our shareholders on July 13, 2000. The awards may be granted in
any one or in combination of the following:
o incentive stock options;
o non-qualified stock options;
o stock appreciation rights;
o restricted stock awards;
o stock bonuses; or
o other forms of stock benefits.
Incentive stock options may be granted only to our employees. Other
benefits may be granted to our consultants, directors (whether or not they are
employees of ours), employees and officers. As of December 31, 2003, awards to
15
purchase a total of 3,403,350 shares of common stock have been granted and are
outstanding or have been exercised under the 2000 plan. As of December 31, 2003,
we had 1,596,650 shares of common stock available for grant for awards under the
2000 plan.
EQUITY COMPENSATION PLAN INFORMATION
The following table gives the information about our common stock that may
be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2003, including the 1993
Stock Plan, the 2000 Performance Equity Plan and other miscellaneous plans.
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under equity
be issued upon exercise exercise price of compensation plans (excluding
of outstanding options, outstanding options, securities
Plan Category warrants and rights warrants and rights reflected in column (a))
------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation plans approved
by security holders 5,545,366 $22.13 1,595,590
Equity compensation plans not
approved by security holders 150,000 $23.66 -0-
--------------------------- -------------------------------
Total 5,695,366 1,595,590
=========================== ===============================
The equity compensation plans reported upon in the above table that were
not approved by security holders include:
o Options to purchase 25,000 shares granted to two directors in March
1999 at exercise prices of $23.25 per share. These options are
vested and expire in March 2009.
o Options to purchase 35,000 shares granted to the Company's patent
attorneys in April 2001 at an exercise price of $25.00 per share.
These options are vested and expire in April 2004.
o Options to purchase 100,000 shares granted to an employee in March
1999 at an exercise price of $23.25. These options vest over five
years, ending on May 26, 2004, and expire in May 2009. As of
December 31, 2003, options to purchase 90,000 shares were subject to
this agreement and 10,000 options have been exercised.
16
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
shareholder returns for our Company, the Nasdaq U.S. Stock Market Index, the
Nasdaq Electronic Components Index and Nasdaq Telecommunications Index for the
five years ending December 31, 2003. The total shareholder returns assumes the
investment on December 31, 1998 of $100 in our common stock, the Nasdaq U.S.
Stock Market Index, the Nasdaq Electronic Components Index, and Nasdaq
Telecommunications Index at the beginning of the period, with immediate
reinvestment of all dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG PARKERVISION, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX,
THE NASDAQ ELECTRONIC COMPONENTS INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX
[ERFORMANCE GRAPH]
Cumulative Total Return
-------------------------------------------------------------
12/98 12/99 12/00 12/01 12/02 12/03
PARKERVISION , INC. 100.00 130.85 155.85 89.36 34.72 41.66
NASDAQ STOCK MARKET (U.S.) 100.00 192.96 128.98 67.61 62.17 87.61
NASDAQ ELECTRONIC COMPONENTS 100.00 173.01 134.65 106.27 51.78 100.77
NASDAQ TELECOMMUNICATIONS 100.00 246.46 111.68 70.94 47.81 84.77
* $100 invested on 12/31/98 in stock or index-
including reinvestment of dividends.
Fiscal year ending December 31.
17
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers, directors and persons who beneficially own more than ten percent
of a registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Officers, directors and ten percent shareholders are charged by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms received by us, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, we believe that, during the fiscal year ended
December 31, 2003, all filing requirements applicable to our executive officers,
directors and ten percent shareholders were fulfilled.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We lease our 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 2007 and is renewable for an
additional five-year term. For each of the fiscal years ended December 31, 2003
and 2002, we incurred approximately $298,900 in rental expense under the lease.
We believe that the terms of the lease are no less favorable than terms we could
have obtained from an unaffiliated third party.
On March 26, 2003, to raise additional working capital, we sold shares of
common stock for cash to Leucadia National Corporation, a then holder of greater
than 5% beneficial ownership of our common stock, at $3.91 per share for an
aggregate of $2,500,000, which per-share price was 80% of the ten-day weighted
average price per share ending on the day immediately prior to the sale.
Leucadia was also granted registration rights for the purchased shares and a
four-year pre-emptive right to acquire additional shares in certain
circumstances. As a condition to this purchase, members of the Parker family,
including Jeffrey L. Parker, our chief executive officer and chairman of the
board, Todd Parker, the president of our Video Business Unit and a director and
Stacie Wilf, our corporate secretary and a director, were required to purchase
495,050 shares of common stock for cash at $5.05 per share for an aggregate of
$2,500,000, which per-share price was the five-day closing bid price average per
share ending on the day immediately prior to the sale. Each of these purchasers
was granted registration rights. The transactions were approved in advance by
the audit committee and the board of directors, with the interested parties
abstaining. As a result of this transaction, Jeffrey L. Parker had a matching
transaction to a prior sale of 2,500 shares of common stock pursuant to Section
16(b) and paid the recoverable profit due to the Company of $11,715.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP was our independent accountants for the fiscal
year ending December 31, 2003. A representative of Pricewaterhouse Coopers 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.
18
SOLICITATION OF PROXIES
We are soliciting the proxies of shareholders pursuant to this proxy
statement. We will bear the cost of this proxy solicitation. In addition to
solicitations of proxies by use of the mail, some of our officers or employees,
without additional remuneration, may solicit proxies personally or by telephone.
We 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 AND NOMINATIONS
SHAREHOLDER PROPOSALS AND NOMINATIONS
Proposals of shareholders intended to be presented at the annual meeting
to be held in 2005 must be received at our offices by January 2, 2005 for
inclusion in the proxy materials relating to that meeting.
Our by-laws contain provisions in it intended to promote the efficient
functioning of our shareholder meetings. Some of the provisions describe our
right to determine the time, place and conduct of shareholder meetings and to
require advance notice by mail or delivery to us of shareholder proposals or
director nominations for shareholder meetings.
Under the by-laws, shareholders must provide us 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 2005 on
January 2, 2005. 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 Stacie Wilf,
Corporate Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville,
Florida 32256.
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS
We do not now intend to bring before the annual meeting any matters other
than those specified in the Notice of the Annual Meeting, and we do 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
May 5, 2004
19
APPENDIX A
CODE OF ETHICS
ADOPTED APRIL 2004
1. INTRODUCTION
The Board of Directors of ParkerVision, Inc. ("Company") has adopted this code
of ethics (the "Code"), which is applicable to all directors, officers and
employees, to:
o promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and
professional relationships;
o promote the full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with, or
submits to, the SEC, and in other public communications made by or
on behalf of the Company;
o promote compliance with applicable governmental laws, rules and
regulations;
o deter wrongdoing; and
o require prompt internal reporting of breaches of, and accountability
for adherence to, this Code.
This Code may be amended only by resolution of the Company's Board of Directors.
In this Code, references to the "Company" means ParkerVision, Inc. and, in the
appropriate context, its subsidiaries.
2. HONEST, ETHICAL AND FAIR CONDUCT
Each person owes a duty to the Company to act with integrity. Integrity
requires, among other things, being honest, fair and candid. Deceit, dishonesty
and subordination of principle are inconsistent with integrity. Service to the
Company never should be subordinated to personal gain and advantage.
Each person must:
o Act with integrity, including being honest and candid while still
maintaining the confidentiality of the Company's information where
required or in the Company's interests.
o Observe all applicable governmental laws, rules and regulations.
o Comply with the requirements of applicable accounting and auditing
standards, as well as Company policies, in the maintenance of a high
standard of accuracy and completeness in the Company's financial
records and other business-related information and data.
o Adhere to a high standard of business ethics and not seek advantage
through unlawful or unethical business practices.
o Deal fairly with the Company's customers, suppliers, competitors and
employees.
1
o Refrain from taking advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.
o Protect the assets of the Company and ensure their proper use.
o Refrain from taking for themselves opportunities outside the scope
of employment with the Company that are discovered through the use
of corporate assets or using corporate assets, information or
position.
o Avoid conflicts of interest wherever possible. Anything that would
be a conflict for a person subject to this Code also will be a
conflict if it is related to a member of his or her family or a
close relative. Examples of conflict of interest situations include,
but are not limited to, the following:
o any significant ownership interest in any supplier, customer
or competitor; o any consulting or employment relationship
with any customer, supplier or competitor;
o any outside business activity that detracts from an
individual's ability to devote appropriate time and attention
to his or her responsibilities with the Company;
o the receipt of any money, non-nominal gifts or excessive
entertainment from any company or person with which the
Company has current or prospective business dealings;
o selling anything to the Company or buying anything from the
Company, except on reasonable commercial terms for Company
employees.
3. DISCLOSURE
The Company strives to ensure that the contents of and the disclosures in the
reports and documents that the Company files with the Securities and Exchange
Commission (the "SEC") and other public communications shall be full, fair,
accurate, timely and understandable in accordance with applicable disclosure
standards, including standards of materiality, where appropriate. Each person
must:
o not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the Company,
including to the Company's independent auditors, governmental
regulators, self-regulating organizations and other governmental
officials, as appropriate; and
o in relation to his or her area of responsibility, properly review
and critically analyze proposed disclosure for accuracy and
completeness.
In addition to the foregoing, the Chief Executive Officer, the Chief Accounting
Officer, and each other person that typically is involved in the financial
reporting of the Company must familiarize himself or herself with the disclosure
requirements applicable to the Company as well as the business and financial
operations of the Company.
2
Each person must promptly bring to the attention of the Chairman of the Audit
Committee of the Board of Directors any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
and/or disclosure controls which could adversely affect the Company's ability to
record, process, summarize and report financial data or (b) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the Company's financial reporting, disclosures or internal
controls.
4. COMPLIANCE
It is the Company's obligation and policy to comply with all applicable
governmental laws, rules and regulations. It is the personal responsibility of
each person to adhere to the standards and restrictions imposed by those laws,
rules and regulations, including those relating to accounting and auditing
matters.
5. REPORTING AND ACCOUNTABILITY
The Audit Committee of the Board of Directors of the Company is responsible for
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret this Code in any particular situation. Any
person who becomes aware of any existing or potential breach of this Code is
required to notify the Chairman of the Audit Committee promptly. Failure to do
so is itself a breach of this Code.
Specifically, each person must:
o Notify the Chairman of the Audit Committee promptly of any existing
or potential violation of this Code.
o Not retaliate against any other person for reports of potential
violations that are made in good faith.
The Company will follow the following procedures in investigating and enforcing
this Code and in reporting on the Code:
o The Audit Committee will take all appropriate action to investigate
any breaches reported to it.
o If the Audit Committee determines that a breach has occurred, it
will inform the Board of Directors.
o Upon being notified that a breach has occurred, the Board of
Directors will take or authorize such disciplinary or preventive
action as it deems appropriate, after consultation with the Audit
Committee and General Counsel, up to and including dismissal or, in
the event of criminal or other serious violations of law,
notification of the SEC or other appropriate law enforcement
authorities.
No person following the above procedure shall, as a result of following such
procedure, be subject by the Company or any officer or employee thereof to
discharge, demotion suspension, threat, harassment or, in any manner,
discrimination against such person in terms and conditions of employment.
3
6. WAIVERS AND AMENDMENTS
Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code for the principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions or any amendment (as defined below) to this Code is required
to be disclosed in the Company's Annual Report on Form 10-K or in a Current
Report on Form 8-K filed with the SEC.
A "waiver" means the approval by the Company's Board of Directors of a material
departure from a provision of the Code. An "implicit waiver" means the Company's
failure to take action within a reasonable period of time regarding a material
departure from a provision of the Code that has been made known to an executive
officer of the Company. An "amendment" means any amendment to this Code other
than minor technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company's intention to grant or to
permit waivers from the requirements of this Code. The Company expects full
compliance with this Code.
7. OTHER POLICIES AND PROCEDURES
Any other policy or procedure set out by the Company in writing or made
generally known to employees, officers or directors of the Company prior to the
date hereof or hereafter are separate requirements and remain in full force and
effect.
8. INQUIRIES
All inquiries and questions in relation to this Code or its applicability to
particular people or situations should be addressed to the Chairman of the Audit
Committee of the Board of Directors of the Company.
4
PARKERVISION, INC. - PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING TO BE HELD ON JUNE 11, 2004
P The undersigned Shareholder(s) of PARKERVISION, INC., a Florida corporation ("Company"), hereby
appoints Jeffrey L. Parker, Todd Parker, and William A. Hightower or any of them, with full power of
substitution and to act without the other, as the agents, attorneys and proxies of the undersigned, to
R vote the shares standing in the name of the undersigned at the Annual Meeting of Shareholders of the
Company to be held on June 11, 2004 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.
O
1. Election of the following Directors:
X FOR all nominees listed below except AGAINST all nominees
as marked to the contrary below |_| listed below |_|
Y Jeffrey L. Parker, Todd Parker, David F. Sorrells, William A. Hightower, Richard A. Kashnow,
William L. Sammons, Nam P. Suh, Papken S. der Torossian, John Metcalf
INSTRUCTIONS: To vote AGAINST any individual nominee, write that nominee's name in the space below.
-----------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other business as may come before
the meeting or any adjournment thereof.
FOR |_| AGAINST |_| ABSTAIN |_|
|_| I plan on attending the Annual Meeting.
Date: ___________________, 2004
------------------------------
Signature
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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.