RULE 424(B)(3)
PROSPECTUS SUPPLEMENT
DATED JANUARY 8, 2003
TO
PROSPECTUS DATED APRIL 19, 2001
PARKERVISION, INC.
The following information supplements the information contained in the
section entitled "Selling Stockholders" in the Prospectus dated April 19, 2001,
of ParkerVision, Inc. ("Company"), relating to the sale of an aggregate of
2,430,210 shares of common stock, $.01 par value ("Common stock"), by certain
persons ("Selling Stockholders"), which was previously supplemented and modified
on May 22, 2002.
SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at January 7, 2003. It is
also adjusted to give effect to the sale of all of the shares offered by them
under this prospectus. For purposes of presentation, it is assumed that the
selling stockholders will exercise all of the warrants and purchase options and
then resell all of the shares received as a consequence of such exercise. Unless
otherwise indicated, each of the selling stockholders possesses sole voting and
investment power with respect to the securities shown.
AFTER OFFERING
NUMBER OF --------------
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED PRIOR TO NUMBER OF SHARES BENEFICIALLY
NAME OFFERING TO BE SOLD OWNED % OF CLASS
- ---- -------- ---------- ----- ----------
Tyco Sigma Limited 1,058,950 1,058,950 -0- -0-
Leucadia National Corp. 968,586 968,586 -0- -0-
The Peconic Fund 34,592 34,592 -0- -0-
Cumming Investment Company, LC 4,238 4,238 -0- -0-
Jennifer A. Cumming 3,176 3,176 -0- -0-
Margaret E. Cumming 3,176 3,176 -0- -0-
Texas Instruments Incorporated 166,902 166,902 -0- -0-
Jack M. Ferraro 180,000 180,000 -0- -0-
F-34
Tyco Sigma Limited, Leucadia National Corporation and The Peconic Fund
originally acquired an aggregate of 1,048,360 shares of common stock and
purchase options to acquire 1,048,360 shares of common stock in private
placement transactions by ParkerVision in May and June 2000. The purchase
options are exercisable as to one half the number commencing November 22, 2001
and the balance commencing May 22, 2002 at exercise prices between $28.33 to
$56.66 per share. The purchase options expire on the tenth anniversary of the
date they are first exercisable. The Peconic Fund currently only holds the
purchase options it acquired in 2000.
In connection with the sale of common stock and purchase options to
Leucadia National Corporation, ParkerVision issued to Mr. David Cumming, at the
direction of Leucadia 10,590 shares of common stock and a purchase option to
purchase 10,590 shares of common stock. The purchase option is on the same terms
as that issued to Leucadia National Corporation. The shares were transferred
under this prospectus in October 2001 in compliance with Section 5 of the
Securities Act of 1933. In January 2003, Mr. Cumming transferred the purchase
options to family members and a related entity as follows: Cumming Investment
Company, LC - 4,238 purchase options, Jennifer A. Cumming - 3,176 purchase
options and Margaret E. Cumming - 3,176 purchase options.
Texas Instruments Incorporated acquired an aggregate of 83,451 shares of
common stock and purchase options to acquire 83,451 shares of common stock in a
private placement transaction by ParkerVision on March 8, 2001. The purchase
option is exercisable commencing March 8, 2001 until March 8, 2011, at $29.96
for 41,725 shares, $37.45 for 20,863 shares and $39.84 for 20,863 shares.
In September 1997, ParkerVision issued a warrant to purchase 180,000 shares
of common stock to Mr. Jack Ferraro as compensation for his services in
connection with the sale of common stock by ParkerVision in August 1997 pursuant
to Regulation S under the Securities Act. The warrants may be exercised at
$22.50 until March 5, 2004.
The agreements for the registration rights granted to the selling
stockholders provide that ParkerVision and the selling stockholders indemnify
each other against certain liabilities, including liabilities under the
Securities Act of 1933. In the opinion of the Securities and Exchange
Commission, indemnification for these claims is against public policy, and
therefore, it is unenforceable.