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 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|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.
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* 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 13, 2002
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NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
ParkerVision, Inc. will be held at the Rosen Center Hotel, 9840 International
Drive, Orlando, Florida on Thursday, June 13, 2002 at 10:00 a.m. local time, for
the following purposes:
1. To elect eleven directors to hold office until the annual meeting of
shareholders in 2003 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 15, 2002 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
April 18, 2002
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 10:00 a.m. local time, on
Thursday, June 13, 2002 and any adjournments. The annual meeting will be held at
the Rosen Center Hotel, 9840 International Drive, Orlando, 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 April 18, 2002.
RECORD DATE; VOTING SECURITIES
Our board of directors has fixed the close of business on April 15, 2002 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the annual meeting. As of April 15, 2002, we had issued and outstanding
13,949,729 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 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, 2001,
which contains our audited financial statements, is being mailed along with this
proxy statement.
We will provide to you exhibits to the Annual Report on payment of a fee of
$.25 per page, plus $5.00 postage and handling charge, if requested in writing
sent 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 15, 2002
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 directors,
(iii) each executive officer whose compensation exceeded $100,000 in 2001, and
(iv) all of our directors and executive officers as a group (based upon
information furnished by those persons).
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS(1)
- ------------------------ ----------------------- --------
Jeffrey L. Parker(2) 3,113,817 (3)(4) 21.3%
J-Parker Family Limited Partnership(5) 2,343,502 (4) 16.8%
Todd Parker(2) 1,030,983 (6)(7) 7.3%
T-Parker Family Limited Partnership(5) 876,225 (7) 6.3%
Stacie Wilf(2) 1,025,010 (8)(9) 7.3%
S-Parker Wilf Family Limited Partnership(5) 905,811 (9) 6.5%
Tyco International Ltd. (10) 1,058,949 (11) 7.3%
Tyco Sigma Limited(10) 1,058,949 (11) 7.3%
Leucadia National Corporation(12) 968,586 (12) 6.7%
Richard L. Sisisky(2) 277,072 (13) 1.9%
David F. Sorrells(2) 112,500 (14) 0.8%
William A. Hightower 147,500 (15) 1.0%
Richard A. Kashnow 0 --
Amy L. Newmark 133,000 (16) 0.9%
William L. Sammons 140,750 (17) 1.0%
Oscar P. Schafer 83,000 (18) 0.6%
Robert G. Sterne 75,800 (19) 0.5%
All directors and executive officers as a
group (12 persons) 6,152,832 (20) 39.0%
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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.
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(3) Includes 690,000 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 120,000 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 2,343,502 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 117,500 shares of common stock issuable upon currently exercisable
options.
(7) T-Parker Family Limited Partnership is the record owner of 876,225 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 8,000 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) 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.
(11) These shares are held 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 foregoing
information was derived from a Schedule 13G filed with the SEC on February
14, 2002. The number of shares reported as beneficially owned includes
529,475 shares underlying a currently exercisable warrant.
(12) The business address of Leucadia National Corporation is 315 Park Avenue
South, New York, New York 10010. The information for Leucadia National
Corporation was derived from a Schedule 13G filed with the SEC on September
25, 2001. The number of shares reported as beneficially owned includes
484,293 shares underlying a currently exercisable warrant.
(13) Includes 265,072 shares of common stock issuable upon currently exercisable
options. Excludes 234,928 shares of common stock issuable upon options that
may become exercisable in the future.
(14) Includes 112,500 shares of common stock issuable upon currently exercisable
options. Excludes 612,000 shares of common stock issuable upon options that
may become exercisable in the future.
(15) Includes 147,500 shares of common stock issuable upon currently exercisable
options and warrants.
(16) Includes 3,000 shares held in custodial account for the benefit of Ms.
Newmark's children and 130,000 shares of common stock issuable upon
currently exercisable options and warrants.
(17) Includes 125,000 shares of common stock issuable upon currently exercisable
options.
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(18) Includes 65,000 shares of common stock issuable upon currently exercisable
options. Excludes 50,000 shares of common stock issuable upon options that
may become exercisable in the future.
(19) Includes 75,000 shares of common stock issuable upon currently exercisable
options and warrants. Excludes 50,000 shares of common stock issuable upon
options that may become exercisable in the future.
(20) Includes 1,815,072 shares of common stock issuable upon currently
exercisable options held by directors (see notes 3, 6, 8, 13, 14, 15, 16,
17, 18 and 19 above) and 13,400 shares of common stock issuable upon
currently exercisable options held by an executive officer not included in
the table and excludes 1,066,928 shares of common stock issuable upon
options that may vest in the future held by directors (see notes 3, 13, 14,
16 and 18 above) and 75,100 shares of common stock issuable upon options
that may become exercisable in the future held by an executive officer not
included in the table above.
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. 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 45 1989 Chairman of the Board and Chief Executive Officer
Richard L. Sisisky 47 1998 President, Chief Operating Officer and Director
David F. Sorrells 43 1997 Chief Technical Officer and Director
Stacie Wilf 43 1989 Secretary, Treasurer and Director
William A. Hightower 58 1999 Director
Richard A. Kashnow 60 2000 Director
Amy L. Newmark 44 2000 Director
Todd Parker 37 1989 Director
William L. Sammons 81 1993 Director
Oscar S. Schafer 62 2001 Director
Robert G. Sterne 51 2000 Director
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.
Richard L. Sisisky has been our president, chief operating officer and a
director since June 1998. From 1988 to June 1998, Mr. Sisisky served as managing
director of The Shircliff Group, Inc., a firm specializing in mergers,
acquisitions and business valuations.
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.
Stacie Wilf has been our secretary and treasurer and a director since our
inception. From January 1981 to August 1989, Ms. Wilf served as the controller
and chief financial officer of Parker Electronics.
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William A. Hightower has been a director since March 1999. Since May 2001,
Mr. Hightower has been a private investor. Mr. Hightower was the president and
chief operating officer and a director of Silicon Valley Group, Inc., a position
he has held since August 1997 until his retirement in May 2001. Silicon Valley
Group, Inc. 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. Since August
1999, Mr. Kashnow has been the president of Tyco Ventures, the venture capital
arm of Tyco International, Inc., a diversified manufacturing and 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.
Amy L. Newmark has been a director since April 2000. Ms. Newmark is a
private investor in the technology and telecommunications fields. Ms. Newmark is
also a Chartered Financial Analyst. From 1995 to 1997, she was Executive Vice
President - Strategic Planning at Winstar Communications, Inc., a
telecommunications company. From 1993 to 1995, Ms. Newmark was the general
partner of Information Age Partners, a hedge fund investing primarily in
technology and emerging growth companies. Prior to that she was a securities
analyst specializing in telecommunications and technology companies. Ms. Newmark
is a director of Verso Technologies, Inc., which provides hardware and software
for voice over IP applications, and U.S. Wireless Data, Inc., a wireless
electronic transaction technology company.
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 the
present he has been consulting to us. From January 1985 to August 1989, Mr.
Parker served as general manager of manufacturing for Parker Electronics.
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.
Oscar S. Schafer has been a director since February 2001. From October
2001, Mr. Schafer has been a partner of Oscar Schafer and Partner, an investment
partnership which he founded. From 1982 until his retirement in December 2000,
Mr. Schafer was a member of Cumberland Associates, LLC, an investment management
firm. Mr. Schafer is a director of Global Healthcare Partners, a private fund
investing in healthcare companies.
Robert G. Sterne has been a director since February 2000. Since 1978, Mr.
Sterne has been a partner of the law firm Sterne, Kessler Goldstein & Fox PLLC,
specializing in patent and other intellectual property law. Mr. Sterne's office
is located in Washington, D.C. Mr. Sterne provides legal services to us as one
of our patent and intellectual property attorneys.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are brothers and
sister.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 2001, our board of directors met
nine times and acted by unanimous consent one time. All of our directors
attended each of the meetings except Richard L. Sisisky missed one meeting and
William A. Hightower missed three meetings. 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 a strategic planning committee.
The
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strategic planning committee was formed in 2002 to assist the CEO in issues of
corporate and business unit strategic planning.
AUDIT COMMITTEE INFORMATION AND REPORT
The audit committee was established in 1994 and is currently comprised of
William A. Hightower, William L. Sammons and Oscar S. Schafer. During the fiscal
year ended December 31, 2001, the audit committee met two times. The audit
committee has also met three times since January 1, 2002 in connection with the
annual report for the fiscal year ended December 31, 2001.
Audit Fees
For the fiscal year ended December 31, 2001, 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
totaled $103,500.
Financial Information Systems Design and Implementation Fees
For the fiscal year ended December 31, 2001, 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.
All Other Fees
For the fiscal year ended December 31, 2001, the aggregate fees billed for
all other professional services rendered by our independent auditors totaled
approximately $7,000.
Audit Committee Report
Each member of the audit committee is an "independent director" and is
"financially literate" as defined under the recently adopted American Stock
Exchange listing standards. These listing standards define an "independent
director" generally as a person, other than an officer of the company, who does
not have a relationship with the company that would interfere with the
director's exercise of independent judgment. The listing standards define
"financially literate" as being able to read and understand fundamental
financial statements (including a company's balance sheet, income statement and
cash flow statement).
Pursuant to our audit committee's written charter, which was adopted on
June 12, 2000, 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 making recommendations concerning 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;
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o recommending 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;
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 on many occasions during fiscal year 2001 and
thereafter 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 statement 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, 2001. 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, 2002.
William A. Hightower
William L. Sammons
Oscar S. Schafer
COMPENSATION OF OUTSIDE DIRECTORS
During 2001, directors who were also our employees receive no cash
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Non-employee directors
received a fee of $1,000 for each board meeting attended, as well as
reimbursement of reasonable expenses incurred in attending meetings and they are
granted options to purchase shares of common stock as determined by the board of
directors.
In January 2002, the board approved a program whereby each non-employee
director excluding Stacie Wilf and Todd Parker will receive a retainer of
$8,000, payable in quarterly installments. In addition, non-employee directors
including Stacie Wilf and Todd Parker will receive on January 15 of each year an
annual grant of an option to purchase 10,000 shares of common stock that vest
immediately. The audit and compensation committee chairpersons will receive an
additional option per year to purchase 5,000 shares each of common stock and
each audit or compensation committee member will receive an additional option
per year to purchase 2,500 shares of common stock for committee work. Options
for audit and compensation committee work will not exceed 5,000 shares of common
stock in any fiscal year. All board members will be reimbursed for reasonable
expenses incurred in attending meetings.
In addition, in 2002, the board approved the creation of a strategic
planning committee. The chairperson for this committee received a one-time grant
of an option to purchase 100,000 shares of common stock that vested immediately.
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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, 2001, for
services rendered in all capacities to us and our subsidiaries during the fiscal
years ended December 31, 2001, 2000 and 1999, options granted to such executive
officers during the fiscal year ended December 31, 2001, and the value of all
options granted to such executive officers at the end of the fiscal year ended
December 31, 2001.
============================================================================================
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
NAME AND PRINCIPAL FISCAL YEAR ----------------------------------------------
POSITION ENDED 12/31 SALARY BONUS OPTIONS/SARS (#)
- --------------------------------------------------------------------------------------------
Jeffrey L. Parker 2001 $275,000 $ 25,000 --
Chairman of the Board and 2000 $275,000 $300,000 500,000
Chief Executive Officer 1999 $275,000 -- --
- --------------------------------------------------------------------------------------------
Richard L. Sisisky 2001 $287,500 -- --
President, Chief Operating 2000 $214,000 -- --
Officer and Director(1) 1999 $250,000 -- --
- --------------------------------------------------------------------------------------------
David F. Sorrells 2001 $225,000 $ 50,000 --
Chief Technical Officer and 2000 $225,000 $100,000 362,000
Director 1999 $225,000 $ 56,500 --
============================================================================================
- -------------------------
(1) Mr. Sisisky's salary for 2001 includes $37,500 of deferred compensation
from the year 2000. Mr. Sisisky voluntarily deferred payment of this
compensation until 2001.
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.
We did not grant any options to the individuals listed in the above Summary
Compensation Table during the fiscal year ended December 31, 2001.
=======================================================================================================
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
- -------------------------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED OPTIONS/SARS AT FISCAL VALUE OF UNEXERCISED IN-THE-MONEY
NAME YEAR END (#) OPTIONS/SARS AT FISCAL YEAR END
---------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------
Jeffrey L. Parker 675,000 120,000 $2,841,713 $ -0-
- -------------------------------------------------------------------------------------------------------
Richard L. Sisisky 265,072 234,928 $ -0- $ -0-
- -------------------------------------------------------------------------------------------------------
David F. Sorrells 112,500 612,000 $ 612,500 $ 881,250
=======================================================================================================
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EMPLOYMENT AGREEMENTS
In September 2000, we entered into an employment agreement with Jeffrey L.
Parker, our chairman of the board and chief executive officer, which expires on
September 30, 2005. Mr. Parker receives an annual base salary of not less than
$275,000 for the first two-year period during the term, not less than $300,000
for the next two-year period during the term and not less than $325,000 for the
last year of the term. Mr. Parker will also receive bonuses as may be determined
from time to time by the compensation committee. Mr. Parker was awarded two
stock options in connection with his employment 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. This option will vest in five
equal installments of 30,000 shares on October 1, in each year from 2001 through
2005, and once vested are exercisable until October 1, 2010, except as provided
in the option agreement
In June 1998, we entered into an employment agreement with Richard L.
Sisisky, our president, chief operating officer, and a director, which expires
June 15, 2003. Mr. Sisisky receives an annual base salary of $250,000, and he
will be paid a bonus equal to five percent of the increase, if any, from our
pre-tax operating income (as defined in the agreement) for the fiscal year
immediately preceding the bonus year to the pre-tax operating income for the
bonus year. Mr. Sisisky was awarded two stock options in connection with his
employment with us. The first option is for 250,000 shares of common stock,
exercisable at a price per share of $21.375. The option is currently exercisable
except to the extent of 45,000 shares which become exercisable on December 31,
2002. Once vested, these options remain exercisable until June 15, 2008, except
as provided in the option agreement. The second option is for 250,000 shares of
common stock, exercisable at $21.375 per share. These options vest on December
15, 2003 and once vested are exercisable until June 15, 2008, except as provided
in the option agreement. The vesting of the second allotment of options may be
accelerated based on our generating certain levels of gross profit or the common
stock attaining certain price levels. To date, vesting has been accelerated for
options to purchase 60,072 shares of common stock.
In March 2002, we entered into an 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 chief executive officer. Mr. Sorrells
will be eligible for future awards under our equity performance plans as
determined from time to time.
STOCK OPTION PLANS
In September 1993, the board of directors approved our 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 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. The benefits 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;
9
o other forms of stock benefits; or
o cash.
Incentive stock options may only be granted to our employees. Other benefits may
be granted to our consultants, directors (whether or not they are employees of
ours), employees and officers. To date, awards to purchase a total of 3,033,513
shares of common stock have been granted and are outstanding or have been
exercised under the 1993 plan. As of the date of this proxy statement, we have
466,487 shares of common stock available for grant for awards under the 1993
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 benefits available for grant. The 2000 plan
was approved by our shareholders on July 13, 2000. We have the ability to grant
the same type of benefits under the 2000 plan as we are able to under the 1993
plan. Incentive stock options may only be granted to our employees. Other
benefits may be granted to our consultants, directors (whether or not they are
employees of ours), employees and officers. To date, awards to purchase a total
of 1,672,560 shares of common stock have been granted and are outstanding or
have been exercised under the 2000 plan. As of the date of this proxy statement,
we have 3,327,440 shares of common stock available for grant for awards under
the 2000 plan.
COMPENSATION COMMITTEE INFORMATION AND REPORT
The compensation committee is responsible for reviewing and determining for
recommendation to the board of directors the compensation arrangements of the
senior executives of the company and administering our 1993 Stock Plan and 2000
Performance Equity Plan. The compensation committee currently consists of Amy L.
Newmark, William L. Sammons and Robert G. Sterne. During 2001, our compensation
committee met two times and acted by unanimous consent one time.
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The compensation committee of the board of directors sets the compensation
of the chief executive officer and other executive officers, subject to
ratification by the board of directors.
General Compensation Policy. We operate in an extremely 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:
o base salary;
o annual cash incentive awards in the form of a cash bonus; and
o 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 founds its
compensation packages to be comparable.
10
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. Mr. Jeffrey L. Parker had his compensation reviewed
in 2001. The compensation committee elected to maintain Mr. Parker's base salary
at its existing base level of $275,000 for the year as provided in his
employment agreement. It was decided that Mr. Parker's salary will increase to
$300,000 per annum on October 1, 2002, which review was called for by his
employment agreement.
In recognition of Mr. Parker's achievements in 2001, including the
establishment of a manufacturing and marketing relationship with Texas
Instruments, as a bonus, the compensation committee offered him the following:
either $100,000 in cash or $25,000 in cash plus an option to purchase 15,000
shares of common stock priced at market at the time of the grant. Mr. Parker
chose the latter.
Mr. Sisisky is compensated under an employment agreement and his
compensation was not reviewed in 2001.
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 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
Amy L. Newmark
William L. Sammons
Robert G. Sterne
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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 JP
Morgan Hambrecht & Quist Communications Index, the Nasdaq Electronic Components
Index and Nasdaq Telecommunications Index for the five years ending December 31,
2001. The total shareholder returns assumes the investment on December 31, 1996
of $100 in our common stock, the Nasdaq U.S. Stock Market Index, the Nasdaq
Electronic Components Index, Nasdaq Telecommunications Index and the JP Morgan
H&Q Index at the beginning of the period, with immediate reinvestment of all
dividends.
[GRAPHIC OMITTED]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG PARKERVISION, INC.
* $100 Invested on 12/31/96 in stock or index- including reinvestment of
dividends. Fiscal year ending December 31.
PARKERVISION INC
Cumulative Total Return
--------------------------------------------------------
12/96 12/97 12/98 12/99 12/00 12/01
PARKERVISION, INC. 100.00 134.26 174.07 227.78 271.30 155.56
NASDAQ STOCK MARKET (U.S.) 100.00 122.48 172.68 320.89 193.01 153.15
NASDAQ ELECTRONIC COMPONENTS 100.00 104.84 161.97 301.21 247.54 168.67
NASDAQ TELECOMMUNICATIONS 100.00 145.97 241.58 431.01 183.57 122.90
JP MORGAN H & Q COMMUNICATIONS 100.00 94.67 139.77 437.43 278.16 129.55
* Specified ending dates or ex-dividends dates.
** All Closing Prices and Dividends are adjusted for stock splits and stock
dividends.
*** 'Begin Shares' based on $100 investment.
12
The Hambrecht and Quist Communications Index has been renamed the JP Morgan
Hambriecht and Quist Communications Index. Because we have two divisions, we
have added the Nasdaq Electronic Components Index and Nasdaq Telecommunications
Index to provide additional comparative indices to reflect our current separate
business orientations.
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.
Except for a late filing of a Form 4 for the month of October 2001 by Mr. Oscar
Schafer reporting the shares held by his wife upon his marriage during that
month, 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, 2001, 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 the fiscal years ended December 31, 2001 and 2000, we
incurred approximately $310,400 in each year, 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.
During 2001, we paid Mr. Todd Parker, a director, approximately $34,000 for
consulting services.
Mr. Robert G. Sterne, a director of ours, serves as a patent and
intellectual property counsel for us. In this capacity, we paid the law firm
Sterne, Kessler, Goldstein & Fox, PLLC of which Mr. Sterne is a partner, fees
totaling approximately $2,955,000 for the year ended December 31, 2001.
INDEPENDENT ACCOUNTANTS
We currently have selected PricewaterhouseCoopers LLP as our independent
accountants for the fiscal year ending December 31, 2002. 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.
SOLICITATION OF PROXIES
We will bear the cost of this proxy solicitation. In addition to
solicitations of proxies by use of the mails, 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
SHAREHOLDER PROPOSALS AND NOMINATIONS
Proposals of shareholders intended to be presented at the annual meeting to
be held in 2003 must be received at our offices by December 19, 2002 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
13
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 2003 on
December 19, 2002. 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 Stacy Wilf,
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
April 18, 2002
14
P
R
O
X
Y
PARKERVISION, INC. - PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING TO BE HELD ON JUNE 13, 2002,
The undersigned Shareholder(s) of PARKERVISION, INC., a Florida corporation
("Company"), hereby appoints Jeffrey L. Parker and Stacie Wilf, or either of
them, with full power of substitution and to act without the other, as the
agents, attorneys and proxies of the undersigned, to vote the shares standing in
the name of the undersigned at the Annual Meeting of Shareholders of the Company
to be held on June 13, 2002 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.
1. Election of the following Directors:
FOR all nominees listed below except AGAINST all nominees
as marked to the contrary below [ ] listed below [ ]
Jeffrey L. Parker, Richard L. Sisisky, David F. Sorrells, Stacie Wilf,
William A. Hightower, Richard A. Kashnow, Amy L. Newmark, Todd Parker,
William L. Sammons, Oscar S. Schafer, Robert G. Sterne
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: ___________________, 2002
________________________________________
Signature
________________________________________
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.