UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to__________
Commission file number 0-22904
-------
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2971472
(State or other jurisdiction of I.R.S. Employer ID No.
incorporation or organization)
8493 BAYMEADOWS WAY
JACKSONVILLE, FLORIDA 32256
(904) 737-1367
(Address of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 11, 2000, 13,109,970 shares of the Issuer's Common Stock, $.01 par
value, were outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements of ParkerVision, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. All adjustments which, in the opinion of
management, are necessary for a fair presentation of the financial condition and
results of operations have been included. Operating results for the three and
six month periods ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
These interim consolidated financial statements should be read in conjunction
with the Company's latest Annual Report on Form 10-K for the year ended December
31, 1999.
2
PARKERVISION, INC.
BALANCE SHEETS
June 30,
2000 December 31,
ASSETS (unaudited) 1999
------ ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents $32,303,029 $ 2,128,742
Short-term investments 11,734,920 17,530,436
Accounts receivable, net of allowance for
doubtful accounts of $37,308 at June 30, 2000
and December 31, 1999 809,855 876,632
Interest and other receivables 20,633 11,130
Inventories, net 4,215,122 3,922,916
Prepaid expenses and other 2,720,039 867,654
----------- -----------
Total current assets 51,803,598 25,337,510
----------- -----------
PROPERTY AND EQUIPMENT, net 4,353,751 3,284,755
----------- -----------
OTHER ASSETS, net 7,191,985 4,149,153
----------- -----------
Total assets $63,349,334 $32,771,418
=========== ===========
The accompanying notes are an integral part of these balance sheets.
3
PARKERVISION, INC.
BALANCE SHEETS
June 30,
2000 December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1999
------------------------------------ ------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 1,653,861 $ 639,684
Accrued expenses:
Salaries and wages 459,955 353,736
Warranty reserve 137,222 139,326
Rebates payable 40,428 73,004
Other accrued expenses 787,610 563,213
Deferred revenue 669,837 835,988
------------ ------------
Total current liabilities 3,748,913 2,604,951
DEFERRED INCOME TAXES 30,144 30,144
COMMITMENTS AND CONTINGENCIES
(Notes 4 and 6)
------------ ------------
Total liabilities 3,779,057 2,635,095
------------ ------------
SHAREHOLDERS' EQUITY:
Convertible preferred stock, $1 par value, 1,000,000
shares authorized, 114,019 shares issued and
outstanding at June 30, 2000 114,019 0
Common stock, $.01 par value, 20,000,000 shares
authorized, 13,108,820 and 11,790,048 shares issued
and outstanding at June 30, 2000 and December
31, 1999, respectively 131,088 117,900
Warrants outstanding 16,371,821 3,232,025
Additional paid-in capital 78,482,999 53,723,742
Accumulated other comprehensive loss (76,080) (187,052)
Accumulated deficit (35,453,570) (26,750,292)
------------ ------------
Total shareholders' equity 59,570,277 30,136,323
------------ ------------
Total liabilities and shareholders' equity $ 63,349,334 $ 32,771,418
============ ============
The accompanying notes are an integral part of these balance sheets.
4
PARKERVISION, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended June 30, Six months ended June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Revenues, net $ 3,021,819 $ 2,626,969 $ 5,761,850 $ 5,096,720
Cost of goods sold 2,034,583 1,595,711 3,475,722 3,228,514
------------ ------------ ------------ ------------
Gross margin 987,236 1,031,258 2,286,128 1,868,206
------------ ------------ ------------ ------------
Research and development expenses 3,665,473 1,339,467 5,777,215 2,510,456
Marketing and selling expenses 1,948,406 1,108,497 3,163,350 1,857,208
General and administrative expenses 1,569,919 1,122,143 2,594,992 1,928,645
Other expense 44,216 69,948 44,216 69,873
------------ ------------ ------------ ------------
Total operating expenses 7,228,014 3,640,055 11,579,773 6,366,182
------------ ------------ ------------ ------------
Loss from operations (6,240,778) (2,608,797) (9,293,645) (4,497,976)
Interest income 397,353 345,460 590,367 744,285
------------ ------------ ------------ ------------
Net loss $ (5,843,425) $ (2,263,337) $ (8,703,278) $ (3,753,691)
============ ============ ============ ============
Basic loss per common share $ (0.47) $ (0.19) $ (0.72) $ (0.32)
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
5
PARKERVISION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,843,425) $ (2,263,337) $ (8,703,278) $ (3,753,691)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 382,084 346,073 710,600 674,674
Provision for obsolete inventories 230,000 60,000 260,000 120,000
Stock compensation 475,796 0 674,465 0
Loss on disposal of property and equipment 44,216 69,949 44,216 69,949
Changes in operating assets and liabilities:
Accounts receivable, net (48,878) (380,401) 66,777 (333,034)
Interest and other receivables 88,202 (40,480) (9,503) 28,081
Inventories 18,294 108,760 (552,206) (477,207)
Prepaid and other expenses 612,475 103,763 532,024 (211,328)
Accounts payable and accrued expenses 263,292 (197,232) 1,870,456 457,695
Deferred revenue 258,739 26,253 (166,151) 119,102
------------ ------------ ------------ ------------
Total adjustments 2,324,220 96,685 3,430,678 447,932
------------ ------------ ------------ ------------
Net cash used in operating activities (3,519,205) (2,166,652) (5,272,600) (3,305,759)
------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of investments 2,000,000 0 6,000,000 1,000,000
Purchase of property and equipment (894,118) (612,515) (1,305,469) (912,750)
Purchase of intangible assets (964,430) (353,314) (1,481,745) (736,924)
------------ ------------ ------------ ------------
Net cash provided by (used in) investing
activities 141,452 (965,829) 3,212,786 (649,674)
------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 31,146,010 157,513 32,234,101 725,509
------------ ------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 27,768,257 (2,974,968) 30,174,287 (3,229,924)
CASH AND CASH EQUIVALENTS, beginning of period 4,534,772 10,314,479 2,128,742 10,569,435
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 32,303,029 $ 7,339,511 $ 32,303,029 $ 7,339,511
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
6
PARKERVISION, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ACCOUNTING POLICIES
-------------------
There have been no changes in accounting policies from those stated in the
Annual Report on Form 10-K for the year ended December 31, 1999.
CASH AND CASH EQUIVALENTS. For the purposes of reporting cash flows, the
Company considers cash and cash equivalents to include cash on hand and
interest-bearing deposits. Cash and cash equivalents include overnight
repurchase agreements and U.S. Treasury money market investments totaling
approximately $32,585,000 and $1,934,000 at June 30, 2000 and December 31,
1999, respectively.
COMPREHENSIVE INCOME. The Company's other comprehensive income (loss) is
comprised of unrealized gains (losses) on investments available-for-sale.
The Company's other comprehensive income (loss) for the three month periods
ended June 30, 2000 and 1999 was $57,492 and $(31,200), respectively. The
Company's total comprehensive loss for the three month periods ended June
30, 2000 and 1999 was $(5,785,933) and $(2,294,537), respectively. The
Company's other comprehensive income (loss) for the six month periods ended
June 30, 2000 and 1999 was $110,972 and $(59,300), respectively. The
Company's total comprehensive loss for the six month periods ended June 30,
2000 and 1999 was $(8,592,306) and $(3,812,991), respectively.
STATEMENTS OF CASH FLOWS. In March 2000, the Company issued Preferred Stock
for the acquisition of substantially all of the assets of Signal
Technologies, Inc. ("STI") valued at $1,996,700 (see Note 7). In addition,
the Company issued Preferred Stock and restricted common stock under its
1993 Stock Option Plan ("1993 Plan") as signing bonuses and prepaid
compensation totaling approximately $3,600,000.
2. LOSS PER SHARE
--------------
Basic loss per share is determined based on the weighted average number of
common shares assumed to be outstanding during each period. Dilutive loss
per share is the same as basic loss per share as all common share
equivalents are excluded from the calculation as their effect is
anti-dilutive. The weighted average number of common shares assumed to be
outstanding for the three month periods ended June 30, 2000 and 1999 is
12,407,178 and 11,766,348, respectively. The weighted average number of
common shares assumed to be outstanding for the six month periods ended
June 30, 2000 and 1999 is 12,118,023 and 11,747,351, respectively.
7
3. INVENTORIES:
------------
Inventories consist of the following:
June 30, December 31,
2000 1999
----------- -----------
Purchased materials $ 2,877,329 $ 2,328,805
Work in process 132,263 95,253
Finished goods 1,943,720 2,002,670
----------- -----------
4,953,312 4,426,728
Less allowance for inventory obsolescence (738,190) (503,812)
----------- -----------
$ 4,215,122 $ 3,922,916
=========== ===========
4. CONCENTRATIONS OF CREDIT RISK
-----------------------------
For the quarter ended June 30, 2000, Vtel Corporation ("VTEL") and one
audio visual reseller accounted for approximately 30% and 15%, respectively
of the Company's total revenues. For the quarter ended June 30, 1999, VTEL
accounted for approximately 36% of the Company's total revenues. For the
six months ended June 30, 2000 and 1999, VTEL accounted for approximately
25% and 29% of total revenues, respectively. VTEL and two resellers
accounted for approximately 55% of accounts receivable at June 30, 2000.
The Company closely monitors extensions of credit and has never experienced
significant credit losses.
5. BUSINESS SEGMENT INFORMATION
----------------------------
The Company's segments include the Video Products Division ("Video
Division") and the Wireless Technology Division ("Wireless Division").
Segment results are as follows (in thousands):
Three months ended Six months ended
------------------ ------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
------- ------- ------- -------
NET SALES:
Video Division $ 3,022 $ 2,627 $ 5,762 $ 5,097
Wireless Division 0 0 0 0
------- ------- ------- -------
Total net sales $ 3,022 $ 2,627 $ 5,762 $ 5,097
------- ------- ------- -------
LOSS FROM OPERATIONS:
Video Division $(2,556) $ (992) $(3,128) $(1,613)
Wireless Division (3,685) (1,617) (6,166) (2,885)
------- ------- ------- -------
Total loss from operations $(6,241) $(2,609) $(9,294) $(4,498)
======= ======= ======= =======
8
Three months ended Six months ended
------------------ ------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
------- ------- ------- -------
DEPRECIATION:
Video Division $ 136 $ 134 $ 273 $ 272
Wireless Division 150 87 265 159
------- ------- ------- -------
Total depreciation $ 286 $ 221 $ 538 $ 431
------- ------- ------- -------
AMORTIZATION OF
INTANGIBLES AND OTHER
ASSETS:
Video Division $ 18 $ 13 $ 34 $ 25
Wireless Division 149 21 234 37
------- ------- ------- -------
Total amortization $ 167 $ 34 $ 268 $ 62
======= ======= ======= =======
CAPITAL EXPENDITURES:
Video Division $ 163 $ 32 $ 245 $ 244
Wireless Division 710 314 1,272 380
------- ------- ------- -------
Segment capital expenditures $ 873 $ 346 $ 1,517 $ 624
======= ======= ======= =======
June 30, December 31,
2000 1999
------- -------
ASSETS:
Video Division $ 7,042 $ 7,345
Wireless Division 11,106 4,610
------- -------
Segment assets $18,148 $11,955
======= =======
================================================================================
A reconciliation of segment assets to total assets reported in the accompanying
balance sheets is as follows:
June 30, December 31,
2000 1999
------- -------
Business segment assets $18,148 $11,955
Corporate assets:
Cash and investments 44,038 19,659
Interest and other receivables 10 11
Prepaid expenses and other 398 466
Property and equipment, net 724 670
Other assets 31 10
------- -------
Total assets $63,349 $32,771
======= =======
9
6. STOCK OPTIONS AND WARRANTS
--------------------------
On May 22, 2000, the Company granted warrants to purchase an aggregate of
1,058,950 shares of its common stock in connection with two private
placement transactions (see Note 7). Warrants representing 529,475 shares
are exercisable commencing November 22, 2001 and warrants representing the
remaining 529,475 shares are exercisable commencing May 22, 2002. The
warrants expire ten years from the date they first become purchasable at
exercise prices as follows:
Number of shares Exercise Price per Share
---------------- ------------------------
176,492 $28.33
176,492 35.41
176,491 37.68
529,475 56.66
The average estimated fair value of these warrants is approximately $12.43
per share, or $13,165,396, which is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions: Risk-free interest rate of 6.5%, no expected dividend yield,
expected lives of 4 to 5 years and expected volatility of 60%.
During the quarter ended June 30, 2000, the Company granted stock options
under the 1993 Stock Plan (the "1993 Plan") to purchase an aggregate of
226,500 shares of its common stock at exercise prices ranging from $23.50
to $50.44 per share, primarily in connection with employment offers to
personnel engaged in the Wireless Division. These options vest ratably over
five years and expire five years from the date they become vested.
As of June 30, 2000, options to purchase 283 shares of common stock were
available for future grants under the 1993 Plan.
On July 13, 2000, the Company's shareholders approved the 2000 Performance
Equity Plan (the "2000 Plan") and authorized 5,000,000 shares under the
2000 Plan for future grants.
7. STOCK AUTHORIZATION AND ISSUANCE
--------------------------------
In March 2000, the Company issued an aggregate of 114,019 shares of Series
A, B, C and D Preferred Stock, $1.00 par value, for the acquisition of
substantially all of the assets of Signal Technologies, Inc. ("STI") and as
signing bonuses and prepaid compensation for certain employees of STI.
These shares are automatically convertible into shares of the Company's
common stock in accordance with conversion formulas from March 2001 through
March 2003. Holders of the convertible preferred stock have no voting
rights, except as required by applicable law. The convertible preferred
stock is senior to the common stock with respect to liquidation events.
10
On May 22, 2000, the Company completed offerings for an aggregate of
1,058,950 shares of its common stock to two investors, Tyco Sigma Ltd and
Leucadia National Corporation, in private placement transactions pursuant
to Section 4(2) of the Securities Act of 1933, as amended. These shares,
which constituted approximately 8.1% of the Company's outstanding common
stock on an after-issued basis, were sold at a price of $28.33 per share
and the Company received net proceeds therefrom of $30 million. In
connection with the offerings, the Company granted the investors and their
designees warrants to purchase an aggregate of 1,058,950 shares of common
stock of the Company (see Note 6).
On July 13, 2000 the Company's shareholders authorized an amendment to
increase the number of authorized common shares of the Company from 20
million to 100 million and to increase the number of authorized preferred
shares from 1 million to 5 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
- --------------------------
When used in this Form 10-Q and in future filings by the Company with the
Securities and Exchange Commission, the words or phrases "will likely result",
"management expects" or "Company expects", "will continue", "is anticipated",
"estimated" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Readers are cautioned not to place undue reliance on such
forward-looking statements, each of which speak only as of the date made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected, including the timely development and acceptance of new
products, sources of supply and concentration of customers. The Company has no
obligation to publicly release the results of any revisions which may be made to
any forward-looking statements to reflect anticipated events or circumstances
occurring after the date of such statements.
RESULTS OF OPERATIONS FOR EACH OF THE THREE AND SIX MONTH PERIODS ENDED JUNE 30,
- --------------------------------------------------------------------------------
2000 AND 1999
- -------------
Revenues
- --------
Revenues for the three months ended June 30, 2000 increased by $394,850 as
compared to the same period in 1999. The number of camera systems sold during
the three-month periods ended June 30, 2000 and 1999 were 451 and 372,
respectively. The average selling price per camera system decreased from
approximately $6,600 for the three months ended June 30, 1999 to approximately
$6,300 for the three months ended June 30, 2000, due to the mix of products
sold. In addition, revenues for the three-month period ended June 30, 1999
included approximately $175,000 in PVTV studio revenue from a corporate studio
installation.
11
Revenues for the six months ended June 30, 2000 increased by $665,130 as
compared to the same period in 1999. This increase is due to an increase in
sales of both camera systems and PVTV studio systems. The Company sold 751
camera systems during the six-month period ended June 30, 2000, compared to 703
systems during the same period in 1999. The average selling price per camera
system sold was approximately $6,500 and $6,600 for the six-month periods ended
June 30, 2000 and 1999, respectively. The Company sold four PVTV studio systems
at an average price of $185,000 during the six-month period ended June 30, 2000,
compared to one system at approximately $175,000 for the same period in 1999.
Revenue for the six month period ended June 30, 1999 also included approximately
$187,000 in third party videoconferencing equipment which were sold at or near
the Company's cost in order to establish a corporate beta environment for PVTV
studio.
Gross Margin
- ------------
For the three-month periods ended June 30, 2000 and 1999, gross margins as a
percentage of sales were 32.7% and 39.3%, respectively. The decrease in margin
during the quarter ended June 30, 2000 is primarily due to an increase in
inventory reserves of approximately $200,000 in contemplation of potential
obsolete inventory due to a shift in market demand from analog to digital PVTV
systems.
For the six-month periods ended June 30, 2000 and 1999, gross margins as a
percentage of sales were 39.7% and 36.7%, respectively. The increase in margin
for the six-month period is primarily due to the sale of higher margin studio
systems during the first quarter of 2000 and the pass through of third party
equipment at cost in the first quarter of 1999.
Research and Development Expenses
- ---------------------------------
The Company's research and development expenses were $3,665,473 and $1,339,467
for the three months ended June 30, 2000 and 1999, respectively, and $5,777,215
and $2,510,456 for the six month periods ended June 30, 2000 and 1999,
respectively. The increases of $2,326,006 and $3,266,759 for the three and six
month periods, respectively, are primarily a result of research and development
costs associated with the newly opened California and Orlando design centers for
wireless development. In addition, the Company's Video Division experienced a
non-recurring engineering charge of approximately $625,000 related to certain
camera research and development.
Marketing and Selling Expenses
- ------------------------------
Marketing and selling expenses were $1,948,406 and $1,108,497 for the three
month periods ended June 30, 2000 and 1999, respectively and $3,163,350 and
$1,857,208 for the six month periods ended June 30, 2000 and 1999, respectively.
The increases of $839,909 and $1,306,142 for the three and six month periods,
respectively are primarily due to increases in business development personnel
for the Wireless Division, increases in PVTV studio sales staff for the Video
Division and the addition of a project management and training staff late in
1999 to facilitate installation, training and support of PVTV studio system
sales.
12
General and Administrative Expenses
- -----------------------------------
For the three-month periods ended June 30, 2000 and 1999, general and
administrative expenses were $1,569,919 and $1,122,143, respectively. For the
six-month periods ended June 30, 2000 and 1999, general and administrative
expenses were $2,594,992 and $1,928,645, respectively. These increases of
$447,776 and $666,347 for the three and six month periods, respectively are
primarily a result of increased outside professional fees, primarily in
connection with commercialization of the wireless technology.
Other Expense
- -------------
Other expense consists of losses on the disposal of out-of-service assets,
primarily trade show booths and computer equipment.
Interest Income
- ---------------
Interest income was $397,353 and $345,460 for the three-month periods ended June
30, 2000 and 1999, respectively, and $590,367 and $744,285 for the six month
periods ended June 30, 2000 and 1999, respectively. The increase in interest
income for the three-month period ended June 30 2000 is due to interest earned
on the proceeds from the Company's issuance of common stock in May 2000, offset
by a decrease in investments used to fund operations. The decrease in interest
income during the six-month period ended June 30, 2000 is due to a decrease in
investments that were used to fund operations during 1999 and 2000.
Loss and Loss per Share
- -----------------------
The Company's net loss increased by $3,580,088 or $0.28 per common share from
the three-month period ended June 30, 1999 to the same period in 2000. On a year
to date basis, the Company's net loss increased by $4,949,587 or $0.40 per
common share. The increase in net losses is primarily due to an increase in the
operating expenses of the Company's Wireless Division of approximately $2.1
million and $3.3 million for the three and six month periods, respectively. In
addition, the Company's Video Division incurred approximately $1.0 million in
additional operating expenses during the second quarter of 2000 related to
non-recurring engineering charges, inventory obsolescence reserves and personnel
reductions.
Backlog
- -------
The Company had camera backlog of approximately $283,000 and $460,000 at June
30, 2000 and 1999, respectively. Camera backlog consists of orders received
which generally have a specified delivery schedule within three to five weeks of
receipt. In addition, the Company had PVTV studio backlog of approximately $4.7
million. Studio backlog consists of contracts received with deliveries scheduled
through the first quarter of 2001.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At June 30, 2000, the Company had working capital of $48,054,685, an increase of
$25,322,126 from $22,732,559 at December 31, 1999. This increase in working
capital is primarily due to
13
the sale of equity securities in May 2000, offset by the use of cash to fund
operations during the first half of 2000. The Company's principal source of
liquidity at June 30, 2000 consisted of $44,037,949 in cash and short-term
investments. Until the Company generates sufficient revenues from product sales
or licensing fees, it will be required to continue to utilize its working
capital to cover the continuing expense of research and development, marketing
and general administration. Based on the Company's current estimates, it
believes its current cash and investments will provide sufficient resources to
meet its cash requirements for the next twelve months as well as on a
longer-term basis.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. Not applicable.
ITEM 2. CHANGES IN SECURITIES
Sales of Unregistered Securities
--------------------------------
Consideration received and Exemption If option, warrant or
description of underwriting or from convertible security,
Date of Number other discounts to market price registration terms of exercise or
sale Title of security sold afforded to purchasers claimed conversion
- ------------------------------------------------------------------------------------------------------------------------------------
4/00-6/00 Options to 226,500 Option granted - no 4(2) Exercisable for five
purchase common consideration received by years from the date the
stock granted to Company until exercise option first becomes
employees vested, options vest
ratably over five years
at exercise prices
ranging from $23.50
to $50.44 per share
5/22/00 Common stock 1,058,950 Received proceeds of 4(2) n/a
$30,000,000
14
Consideration received and Exemption If option, warrant or
description of underwriting or from convertible security,
Date of Number other discounts to market price registration terms of exercise or
sale Title of security sold afforded to purchasers claimed conversion
- ------------------------------------------------------------------------------------------------------------------------------------
5/22/00 Warrants to 529,475 Warrant granted - no 4(2) Fifty percent of warrants
purchase common consideration received by are exercisable
stock granted to Company until exercise commencing November 22,
Tyco Sigma Ltd. 2001 with the remainder
exercisable commencing
May 22, 2002; Exercise
prices are $28.33 per
share for 176,492 shares;
$35.41 per share for
176,492 shares and $37.68
for 176,401 shares.
Warrants expire ten years
from the date they become
exercisable.
5/22/00 Warrants to 529,475 Warrant granted - no 4(2) Fifty percent of warrants
purchase common consideration received by are exercisable
stock granted to Company until exercise commencing November 22,
Leucadia National 2001 with the remainder
Corp. exercisable commencing
May 22, 2002 at an
exercise price of $56.66
per share. Warrants
expire ten years from the
date they become
exercisable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting on July 13, 2000. The shareholders elected
Messrs. Jeffrey Parker, Todd Parker, Richard Sisisky, David Sorrells, William
Hightower, William Sammons, Robert Sterne and Arthur Yeager and Ms. Amy Newmark
and Stacie Wilf as directors, approved an amendment to the articles of
incorporation to increase the number of authorized common shares from 20,000,000
to 100,000,000 and authorized preferred shares from 1,000,000 to 5,000,000, and
approved the 2000 Performance Equity Plan. The following is a tabulation of
votes cast for and against and abstentions for each item submitted for approval:
15
Votes Cast
-----------------------------
Name For Against Abstentions
- --------------------------------------------------------------------------------
Jeffrey Parker 11,013,165 6,765 0
Todd Parker 11,013,165 6,765 0
Richard Sisisky 11,013,165 6,765 0
David Sorrells 11,013,165 6,765 0
William Hightower 11,013,165 6,765 0
William Sammons 11,013,165 6,765 0
Robert Sterne 11,013,165 6,765 0
Arthur Yeager 11,013,165 6,765 0
Amy Newmark 11,013,165 6,765 0
Stacie Wilf 11,013,165 6,765 0
Votes Cast Abstentions
---------------------------- or broker
For Against non-votes
----------------------------------------------------
Amendment to the
Articles of
Incorporation 6,675,463 89,256 4,255,211
2000 Performance
Equity Plan 6,648,683 89,997 4,281,250
ITEM 5. OTHER INFORMATION. Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 3.1 Amendment to Certificate of Incorporation dated July 17, 2000
Exhibit 4.1 Purchase Option between the Registrant and Tyco Sigma Ltd. dated
May 22, 2000
Exhibit 4.2 Purchase Option between the Registrant and Leucadia National
Corporation dated May 22, 2000
16
Exhibit 4.3 Purchase Option between the Registrant and David M. Cumming dated
May 22, 2000
Exhibit 4.4 Purchase Option between the Registrant and the Peconic Fund Ltd.
dated May 22, 2000
Exhibit 10.1 Subscription Agreement between the Registrant and Tyco Sigma Ltd.
dated May 22, 2000
Exhibit 10.2 Subscription Agreement between the Registrant and Luecadia
National Corporation dated May 22, 2000
Exhibit 10.3 Transfer and Registration Rights Agreement between the Registrant
and Peconic Fund Ltd. dated May 22, 2000.
Exhibit 27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30, 2000.
17
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ParkerVision, Inc.
Registrant
August 14, 2000 By: /s/ Jeffrey L. Parker
----------------------
Jeffrey L. Parker
Chairman and Chief Executive Officer
August 14, 2000 By: /s/ Cynthia Poehlman
---------------------
Cynthia Poehlman
Chief Accounting Officer
18