-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzyBsRgswz7pL8u2GlxGp3CKAw+eXqJu3LpAtB15ne97S0H55Q9vfGekxXB76W9l OJACiE+0aTre5PdW1YLing== 0001144204-05-008002.txt : 20050317 0001144204-05-008002.hdr.sgml : 20050317 20050317170819 ACCESSION NUMBER: 0001144204-05-008002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKERVISION INC CENTRAL INDEX KEY: 0000914139 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 592971472 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22904 FILM NUMBER: 05689598 BUSINESS ADDRESS: STREET 1: 8493 BAYMEADOWS WAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 9047371367 MAIL ADDRESS: STREET 1: 8493 BAYMEADOWS WAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K 1 v014578_8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2005 -------------- PARKERVISION, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-22904 59-2971472 - ------------------------------- ---------------- ------------------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation) Number) Identification No.) 8493 Baymeadow Way, Jacksonville, Florida 32256 ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (904) 737-1367 -------------- Not Applicable (Former Name or Former Address, if Changed Since Last Report) 1 Item 2.02 -- Results of Operations and Financial Condition On March 15, 2005, the Company issued a press release disclosing the consummation of the private placement disclosed in Item 3.02. The press release is included as Exhibit 99.1 hereto. Item 3.02 - Unregistered Sales of Equity Securities On March 14, 2005, the Company sold an aggregate of 2,880,000 shares of Common Stock, $.01 par value ("Common Stock"), and warrants ("Warrants") to purchase up to an aggregate of 720,000 shares of common stock for aggregate proceeds of $21,600,000. The total number of shares that are subject to this offering represent 19.991 percent of the issued and outstanding shares of Common Stock immediately prior to the offering. The Common Stock and Warrants were sold under Section 4(2) of the Securities Act of 1933, as amended, on a private placement basis, to domestic and foreign institutional and accredited investors. Wells Fargo Securities, LLC acted as the placement agent in the offering, and the Company paid approximately $1,296,000 in commissions and expenses. The Warrants are exerciseable at $9.00 per share, at any time until March 10, 2010. The Warrants may be redeemed by the Company after March 10, 2007, at $.01 per warrant, upon not less than ten and not more than twenty trading days prior written notice of the date of redemption, provided that the shares underlying the Warrants are registered for resale and the common stock traded at a volume weighted average price equal to or greater than 200% of the then exercise price for at least 15 trading days in the period of 20 consecutive trading days ending not more than five trading days prior to the date of the redemption notice. The holders may exercise the Warrants until the date of redemption. The Common Stock issued in the private offering and the Common Stock underlying the Warrants will be registered by the Company for re-offer and re-sale by the investors. The Company is committed to file the registration statement within 30 days of closing and have it declared effective within 90 days of closing, and if those time periods are not met, the Company will pay a liquidated damages amount of one percent of the amount invested for each 30-day period (pro rated) until the filing or effectiveness of the registration statement, up to a maximum of ten percent. The Company intends to use the proceeds of the private placement for expanding its product offerings, marketing, research and development and general working capital purposes. Item 9.01 -- Financial Statement and Exhibits 10.1 Form of Subscription Agreement, including registration rights (incorporated by reference from Exhibit 10.29 of the Form 10-K for the fiscal year ended December 31, 2004, filed March 16, 2005). 2 10.2 Form of Warrant Agreement (incorporated by reference from Exhibit 4.7 of the Form 10-K for the fiscal year ended December 31, 2004, filed March 16, 2005). 10.3 List of investors for Subscription Agreement and Warrant (incorporated by reference from Exhibit 10.30 of the Form 10-K for the fiscal year ended December 31, 2004, filed March 16, 2005). 99.1 Press release, dated March 15, 2005, announcing private placement. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 17, 2005 PARKERVISION, INC. By: /s/ Jeffrey L. Parker ------------------------------------- Jeffrey L. Parker Chief Executive Officer 4 EX-99.1 2 v014578_ex99-1.txt Exhibit 99.1 Press Release [LOGO] ParkerVision(R) - ---------------------------------------------------------------SIGNAL MAX Featuring SIGNALMAX Family of Products Contacts: ParkerVision: Keating & Co. Carolyn Wrenn (IR) Vicki Banner 888 690-7110 973.966.1100 cwrenn@parkervision.com vbanner@keatingco.com Cameron Associates Peter Seltzberg 212-245-8800 peter@cameronassoc.com ParkerVision Announces Private Placement of $21.6 MM JACKSONVILLE, FL - March 15, 2005 - ParkerVision, Inc. (Nasdaq NMS: PRKR), a developer and marketer of semiconductor technology solutions for wireless applications, today announced that it has completed a private placement for the sale of 2,880,000 shares of its common stock, at a price of $7.50 per share, and warrants to purchase an additional 720,000 shares, at an exercise price of $9.00 per share, for gross proceeds of $21.6 million. The warrants will be exercisable at any time for five years and the company has agreed to register the resale of the shares sold in the offering and the underlying warrants. The group of institutional and individual investors purchasing the securities was led by Special Situations Funds, LP. Wells Fargo Securities, LLC served as placement agent for the private placement. Net proceeds from the offering of approximately $20.3 million will be used to continue to fund the company's technology development, add the sales and marketing resources necessary to capitalize on the company's recently announced power amplifier opportunity with various OEM markets, continue to support and implement its retail strategy, and general corporate purposes. Commenting on the transaction, Jeffrey L. Parker, CEO and Chairman of ParkerVision stated, "I am confident that this financing will give us the resources we need to accelerate the market penetration of our new products using D2D(TM) as well as the digital power amplifier products and take advantage of the exciting new opportunities that lie ahead of us." 1 About ParkerVision ParkerVision, Inc. is headquartered in Jacksonville, Fla. with additional facilities in Orlando, Florida. The company's new RF power amplifier products provide chip and technology solutions to manufacturers of wireless RF products. The company designs, develops and manufactures complete semiconductor system solutions for wireless products based on the enabling, patented D2D(TM) technology. D2D, which is applicable to all wireless applications, utilizes digital radio circuitry that eliminates the negative attributes inherent to products that use legacy analog processes. ParkerVision also offers wireless networking products that incorporate the D2D technology to provide superior reliability, distance, and interference immunity and are available at select national and regional retail partner locations. Additional information about ParkerVision is available at www.parkervision.com. Forward Looking Statements This press release contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties which are disclosed in the Company's SEC reports, including the Form 10K for the year ended December 31, 2003 and the Form 10Q for the quarter September 30, 2004. The securities offered by ParkerVision, Inc. have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 2 -----END PRIVACY-ENHANCED MESSAGE-----