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): January 14, 1999
MICROVISION, INC.
(Exact name of registrant as specified in its charter)
Washington 0-21221 91-1600822
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2203 Airport Way South, Suite 100
Seattle, Washington 98134
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (206) 623-7055
Registrant's facsimile number, including area code: (206) 623-5961
Item 5. Other Events
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On January 14, 1999, Microvision, Inc. (the "Company") raised $5,000,000
through the sale of 5,000 shares of its Series B Convertible Preferred Stock,
Class 1 (the "Series B-1 Stock") to Margaret Elardi, an accredited investor. The
Series B-1 Stock will be convertible from time to time into shares of common
stock at an initial conversion price of $12.50 per share, subject to adjustment
under certain conditions. The Company also granted Mrs. Elardi an option to
purchase 1,600 shares of Series B Convertible Preferred Stock, Class 2 (the
"Series B-2 Stock") at $1,000 per share at any time prior to July 14, 1999, and
an option to purchase 1,920 shares of Series B Convertible Preferred Stock,
Class 3 (the "Series B-3 Stock") at $1,000 per share at any time prior to
October 14, 1999. The initial conversion price for the Series B-2 Stock is
$16.00 per share and for the Series B-3 Stock is $19.20 per share. The Company
expects to file a registration statement covering the resale of the shares of
common stock underlying the Series B Convertible Preferred Stock after July 14,
1999.
Upon closing of the financing, the Board of Directors of the Company
elected Mrs. Elardi as a director. Mrs. Elardi will serve as a director of the
Company until the next annual meeting of the shareholders of the Company and
until her successor is duly qualified and elected.
Item 7. Financial Statements and Exhibits
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A. Financial Statements
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None.
B. Exhibits
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The following are filed as exhibits to this Current Report:
3.1 Amended and Restated Articles of Incorporation of
Microvision, Inc.(1)
3.1.1 Articles of Amendment of Articles of Incorporation Containing
the Statement of Rights and Preferences of the Series B
Convertible Preferred Stock of Microvision, Inc., dated
January 13, 1999
4.1 Form of specimen certificate for the Series B-1 Stock
4.2 Form of specimen certificate for the Series B-2 Stock
4.3 Form of specimen certificate for the Series B-3 Stock
4.4 Registration Rights Agreement, dated as of January 14, 1999,
between Microvision, Inc. and Margaret Elardi
10.1 Series B Convertible Preferred Stock Purchase Agreement,
dated as of January 14, 1999, between Microvision, Inc. and
Margaret Elardi
(1) Incorporated by reference to the Company's Form SB-2 Registration
Statement, Registration No. 333-5276-LA.
SIGNATURES
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.
MICROVISION, INC.
By: /s/ RICHARD F. RUTKOWSKI
--------------------------------------
Richard F. Rutkowski
President and Chief Executive Officer
Date: January 28, 1999
EXHIBIT INDEX
Exhibit
Number Description
3.1 Amended and Restated Articles of Incorporation of Microvision,
Inc.(1)
3.1.1 Articles of Amendment of Articles of Incorporation Containing the
Statement of Rights and Preferences of the Series B Convertible
Preferred Stock of Microvision, Inc., dated January 13, 1999
4.1 Form of specimen certificate for the Series B-1 Stock
4.2 Form of specimen certificate for the Series B-2 Stock
4.3 Form of specimen certificate for the Series B-3 Stock
4.4 Registration Rights Agreement, dated as of January 14, 1999,
between Microvision, Inc. and Margaret Elardi
10.1 Series B Convertible Preferred Stock Purchase Agreement, dated as
of January 14, 1999, between Microvision, Inc. and Margaret Elardi
(1) Incorporated by reference to the Company's Form SB-2 Registration
Statement, Registration No. 333-5276-LA.