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. )
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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)
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PARKERVISION, INC.
8493 Baymeadows Way
Jacksonville, Florida 32256
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 2001
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ParkerVision, Inc. ("Company") will be held at the Rosen Center Hotel, 9840
International Drive, Orlando, Florida on June 28, 2001 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 2002 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 30, 2001 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 30, 2001
PARKERVISION, INC.
____________
PROXY STATEMENT
____________
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
ParkerVision, Inc. ("Company") to be used at the Annual Meeting of Shareholders
of the Company to be held at 10:00 a.m. local time, on Thursday, June 28, 2001
and any adjournment or adjournments thereof ("Annual Meeting"). 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.
The Company's 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 May 2, 2001.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on April 30,
2001 as the record date for determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting or any and all adjournments thereof. As of
April 30, 2001, the Company had issued and outstanding 13,775,263 shares of
Common Stock, par value $.01 per share ("Common Stock"), the Company's only
class of voting securities outstanding. Each shareholder of the Company will be
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 the
Board of Directors. The persons named in the proxy have been designated as
proxies by the Board of Directors. Any proxy given pursuant to such solicitation
and received in time for the meeting will be voted as specified in such proxy.
If no instructions are given, proxies will be voted "FOR" the election of the
nominees as the directors of the Company listed below under the caption Proposal
I and as the proxies named in the proxy determine in their discretion with
respect to any other matters properly brought before the meeting and any
adjournments of the meeting. Any proxy may be revoked by written notice received
by the Secretary of the Company at any time prior to the voting thereof, 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 such 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 such 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 such 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 such shares are not being voted on any matter at the meeting, in which case
such 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 will be elected as the directors of the Company. Consequently, any shares
not voted "FOR" a particular nominee (because of either shareholder withholding
or broker non-vote), will not be counted in such 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 such
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 such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report on Form 10-K to Shareholders for the fiscal
year ended December 31, 2000, which contains audited financial statements, is
being mailed with this Proxy Statement on or about May 2, 2001, to all persons
who were shareholders of record as of the close of business on April 30, 2001.
The Company will provide to each person solicited by the Company,
without charge, a copy of the Annual Report on Form 10-K (excluding exhibits),
for the fiscal year ended December 31, 2000 upon written request sent to The
Secretary, ParkerVision, Inc., 8493 Baymeadows Way, Jacksonville, Florida 32256.
Exhibits to the Annual Report may be obtained on payment of a fee of $.25 per
page, plus $5.00 postage and handling charge, if requested in writing as
provided immediately above.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of April 30, 2001
with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of the Company's Common Stock, (ii) each director
of the Company, (iii) each executive officer whose compensation exceeded
$100,000 in 2000, and (iv) all directors and executive officers of the Company
as a group (based upon information furnished by such persons).
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class(1)
- ------------------------ ----------------------- ----------
Jeffrey L. Parker(2) 3,252,716 (3)(4) 22.6%
J-Parker Family Limited
Partnership(5) 2,529,402 (4) 18.4%
Todd Parker(2) 1,059,983 (6)(7) 7.6%
T-Parker Family Limited
Partnership(5) 915,255 (7) 6.6%
Stacie Wilf(2) 1,078,011 (8)(9) 7.8%
S-Parker Wilf Family Limited
Partnership(5) 961,811 (9) 7.0%
Richard L. Sisisky(2) 207,072 (10) 1.5%
David F. Sorrells(2) 112,500 (11) 0.8%
William A. Hightower 32,500 (12) 0.2%
Richard A. Kashnow 0 --
Amy L. Newmark 60,000 (13) 0.4%
William L. Sammons 121,000 (14) 0.9%
Oscar P. Schafer 17,000 (15) 0.1%
Robert G. Sterne 35,800 (16) 0.3%
All directors and executive
officers as a group (12 persons) 6,117,582 (17) 39.6%
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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.
(3) Includes 645,000 shares of Common Stock issuable upon immediately
exercisable options and 7,500 shares owned of record by Mr. Parker's
three children over which he disclaims ownership, and excludes 150,000
shares issuable upon options that may vest in the future.
2
(4) J-Parker Family Limited Partnership is the record owner of 2,529,402
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 107,500 shares of Common Stock issuable upon immediately
exercisable options.
(7) T-Parker Family Limited Partnership is the record owner of 915,255
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 77,500 shares of Common Stock issuable upon immediately
exercisable options and 6,000 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 961,811 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) Includes 195,072 shares of Common Stock issuable upon immediately
exercisable options and excludes 304,928 shares issuable upon options
that may vest in the future.
(11) Includes 112,500 shares of Common Stock issuable upon immediately
exercisable options and excludes 612,000 shares issuable upon options
that may vest in the future.
(12) Includes 32,500 shares of Common Stock issuable upon immediately
exercisable options.
(13) Includes 60,000 shares of Common Stock issuable upon immediately
exercisable options and excludes 50,000 shares of Common Stock issuable
upon options that may vest in the future.
(14) Includes 110,000 shares of Common Stock issuable upon immediately
exercisable options.
(15) Excludes 100,000 shares of Common Stock issuable upon options that may
vest in the future.
(16) Includes 35,000 shares of Common Stock issuable upon immediately
exercisable options and excludes 75,000 shares of Common Stock issuable
upon options that may vest in the future.
(17) Includes 1,375,072 shares of Common Stock issuable upon immediately
exercisable options held by directors (see notes 3, 6, 8, 10, 11, 12,
13, 14 and 16 above) and 11,000 shares of Common Stock issuable upon
immediately exercisable options held by an executive officer not
included in the table and excludes 1,291,928 shares of Common Stock
issuable upon options that may vest in the future held by directors
(see notes 3, 10, 11, 13, 15 and 16 above) and 65,500 shares of Common
Stock issuable upon options that may vest in the future held by an
executive officer not included in the table above.
3
PROPOSAL I: ELECTION OF DIRECTORS
The persons listed below have been designated by the 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 44 1989 Chairman of the Board and Chief
Executive Officer
Richard L. Sisisky 46 1998 President, Chief Operating Officer
and Director
David F. Sorrells 42 1997 Chief Technical Officer and
Director
Stacie Wilf 42 1989 Secretary, Treasurer and Director
William A. Hightower 57 1999 Director
Richard A. Kashnow 59 2000 Director
Amy L. Newmark 44 2000 Director
Todd Parker 36 1989 Director
William L. Sammons 80 1993 Director
Oscar S. Schafer 61 2001 Director
Robert G. Sterne 50 2000 Director
Jeffrey L. Parker has been Chairman of the Board and Chief Executive
Officer of the Company since its inception in August 1989 and President of the
Company from April 1993 to June 1998. From March 1983 to August 1989, Mr. Parker
served as Executive Vice President for Parker Electronics, Inc. ("Parker
Electronics"), 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 the President, Chief Operating Officer and
a director of the Company 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 the Chief Technical Officer of the Company
since September 1996 and has been a director of the Company since January 1997.
From June 1990 to September 1996, Mr. Sorrells served as Engineering Manager for
the Company.
Stacie Wilf has been the Secretary and Treasurer and a director of the
Company since its inception. From January 1981 to August 1989, Ms. Wilf served
as the Controller and Chief Financial Officer of Parker Electronics.
William A. Hightower has been a director of the Company since March
1999. Mr. Hightower is the President and Chief Operating Officer and a director
of Silicon Valley Group, Inc., a position he has held since August 1997. 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 of the Company 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. Mr. Kashnow is also a director of Actuant Corporation, a
global manufacturer and marketer of industrial products and systems.
4
Amy L. Newmark has been a director of the Company since March 2000. Ms.
Newmark was Executive Vice President - Strategic Planning of Winstar
Communications, Inc., a telecommunications and information services company,
from 1995 until 1997. From 1993 to 1996, Ms. Newmark was the general partner of
Information Age Partners, LP, a hedge fund, and from 1990 to 1993 Ms. Newmark
was President of Newmark Research, Inc., an investment research and consulting
firm. Ms. Newmark is also a Chartered Financial Analyst. Ms. Newmark is a
director of QueryObject Systems, Corp., a business intelligence software
company, Verso Technologies, Inc., a software and business services provider,
and U.S. Wireless Data, Inc., a wireless electronic transaction technology
company.
Todd Parker has been a director of the Company since its inception and
was a Vice President of the Company from inception to June 1997. Mr. Parker
acted as a consultant to the Company from June 1997 through November 1997. From
January 1985 to August 1989, Mr. Parker served as General Manager of
Manufacturing for Parker Electronics.
William L. Sammons has been a director of the Company since October
1993. From 1981 to 1985, Mr. Sammons was President of the North American
Operations of Carrier Corporation until he retired.
Oscar S. Schafer has been a director of the company since February
2001. From 1982 until his retirement in 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 of the Company 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 the Company as one of its 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, 2000, the Board of Directors
met six times and acted by unanimous consent two times and all directors
attended each of the meetings except Mr. Todd Parker and Mr. Bolgiani, a former
director, missed one meeting each and Mr. Hightower missed three meetings.
Members of the Board of Directors generally are elected annually by the
shareholders of the Company and may be removed as provided in the Business
Corporation Act of the State of Florida and the Company's Articles of
Incorporation. The Board of Directors has two committees, the Audit Committee
and the Compensation Committee. The Compensation Committee is responsible for
administering the Company's 1993 Stock Plan ("1993 Plan") and the 2000
Performance Equity Plan ("2000 Plan"), each of which is discussed below. The
Compensation Committee currently consists of Amy L. Newmark, William L. Sammons
and Robert G. Sterne. During 2000, our compensation committee met four times and
acted by unanimous consent eleven times.
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, 2000, the Audit Committee held two meetings.
Audit Fees
For the fiscal year ended December 31, 2000, the aggregate fees billed
for professional services rendered for the audit of the Company's annual
financial statements and the reviews of its financial statements included in its
quarterly reports totaled $142,500.
5
Financial Information Systems Design and Implementation Fees
For the fiscal year ended December 31, 2000, there were no fees billed
for professional services by the Company's independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of the Company's information system or managing its local area network.
All Other Fees
For the fiscal year ended December 31, 2000, the aggregate fees billed
for all other professional services rendered by the Company's independent
auditors totaled $71,500.
Audit Committee Report
Each member of the Audit Committee is an "independent director" and is
"financially literate" as defined under the recently adopted AMEX listing
standards. The AMEX 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 AMEX's 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 the 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 the Company's annual audited financial statements with the
Company's management and its independent auditors and the adequacy of
the Company's 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 the Company's financial statements;
o making recommendations concerning the engagement of the independent
auditor;
o reviewing the independence of the independent auditors;
o reviewing the Company's auditing and accounting principles and
practices with the independent auditors and reviewing major changes to
the Company's auditing and accounting principles and practices as
suggested by the independent auditor or the Company's management;
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.
A copy of the Audit Committee charter is attached as Appendix I.
6
The Audit Committee has met and held discussions with management and
our independent auditors. Management represented to the committee that the
Company's 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). The Company's 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. 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
the audited consolidated financial statements in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000.
William A. Hightower
William L. Sammons
Oscar S. Schafer
Compensation of Outside Directors
Directors who are employees of the Company receive no cash compensation
for serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. Non-employee directors receive 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.
Executive Compensation
The following tables summarize the cash compensation paid by the
Company to each of the executive officers (including the Chief Executive
Officer) who were serving as executive officers at the end of the fiscal year
ended December 31, 2000, for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended December 31, 2000, 1999 and
1998, options granted to such executive officers during the fiscal year ended
December 31, 2000, and the value of all options granted to such executive
officers at the end of the fiscal year ended December 31, 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Name and Principal Fiscal Year -------------------- ----------------------
Position Ended 12/31/00 Salary Bonus Options/SARs (#)
------------------ -------------- ------ ----- ----------------
Jeffrey L. Parker 2000 $275,000 $300,000 500,000
Chairman of the Board and 1999 $275,000 -- --
Chief Executive Officer 1998 $210,500 -- 12,500
Richard L. Sisisky 2000 $214,000 -- --
President, Chief Operating 1999 $250,000 -- --
Officer and Director(1) 1998 $134,500 -- 500,000
(1) Mr. Sisisky commenced employment with the Company as the President and
Chief Operating Officer in June 1998.
7
The Company cannot determine, without unreasonable effort or expense,
the specific amount of certain personal benefits afforded to its employees, or
the extent to which benefits are personal rather than business. The Company has
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 $50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of Securities % of Total Options/SARs Exercise or
Underlying Granted to Employees in Base Price
Name Options/SARs Granted Fiscal Year ($/share) Expiration Date
---- -------------------- ----------------------- ----------- ----------------
Jeffrey L. Parker 350,000 14.3% $41.00 9/07/2010
150,000 6.1% $61.50 10/01/2010
Richard L. Sisisky -- -- -- --
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
Number of Unexercised Options/SARs at Fiscal Value of Unexercised In-the-Money
Year End (#) Options/SARs at Fiscal Year End
------------------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Jeffrey L. Parker 645,000 150,000 7,435,938 0
Richard L. Sisisky 195,072 304,928 2,974,848 4,650,152
Employment Agreements
In September 2000, the Company entered into an employment agreement
with Jeffrey L. Parker, the Chairman of the Board and Chief Executive Officer of
the Company 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 such 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 the Company. 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 on October 1, in each year commencing
2001 through 2005, in the amount of 30,000 shares and once vested are
exercisable until October 1, 2010, except as provided in the option agreement
In June 1998, the Company entered into an employment agreement with
Richard L. Sisisky, the President and Chief Operating Officer of the Company
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 the Company's 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.
8
Mr. Sisisky was awarded two stock options in connection with his
employment with the Company. The first option is for 250,000 shares of Common
Stock, exercisable at a price per share of $21.375, vesting on December 31, in
each year commencing 1998 through 2002, in the amount of 25,000, 50,000, 60,000,
75,000 and 45,000 shares, respectively. 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 the Company
generating certain levels of gross profit or the Common Stock attaining certain
price levels.
Stock Option Plans
In September 1993, the Board of Directors approved the Company's 1993
Stock Plan (the "1993 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 1993 Plan to 3,500,000. Each of
these amendments was approved by the Company shareholders. The benefits may be
granted in any one or in combination of the following: (i) incentive stock
options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv)
restricted stock awards, (v) stock bonuses, (vi) other forms of stock benefit,
or (vii) cash. Incentive stock options may only be granted to employees of the
Company. Other benefits may be granted to consultants, directors (whether or not
any such director is an employee), employees and officers of the Company. To
date, awards to purchase an aggregate of 3,170,309 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, the Company has available for grant for
awards under the 1993 Plan 329,691 shares of Common Stock.
In May 2000, the Board of Directors approved the Company's 2000
Performance Equity plan (the "2000 Plan") pursuant to which an aggregate 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 the Company's
shareholders on July 13, 2000. The benefits may be granted in any one or in
combination of the following: (i) incentive stock options, (ii) non-qualified
stock options, (iii) stock appreciation rights, (iv) restricted stock awards,
(v) stock bonuses, (vi) other forms of stock benefit, or (vii) cash. Incentive
stock options may only be granted to employees of the Company. Other benefits
may be granted to consultants, directors (whether or not any such director is an
employee), employees and officers of the Company. To date, awards to purchase an
aggregate of 1,358,800 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, the Company has available for grant for award under the 2000
Plan 3,641,200 shares of Common Stock.
Certain Relationships and Related Transactions
The Company leases its 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 2002 and is renewable for
two additional five-year terms. For the fiscal years ended December 31, 2000 and
1999, the Company incurred approximately $310,400 in each year, in rental
expense under the lease. The Company believes that the terms of the lease are no
less favorable than could have been obtained from an unaffiliated third party.
Mr. Robert G. Sterne serves as a patent and intellectual property
counsel for the Company. In this capacity, the Company paid the law firm Sterne,
Kessler, Goldstein & Fox, PLLC of which Mr. Sterne is a partner, fees totaling
approximately $3,677,000 for the year ended December 31, 2000.
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. The Company operates in an extremely
competitive and rapidly changing high technology industry. The Compensation
Committee believes that the compensation program for executive officers of the
Company should be designed to attract, motivate and retain talented executives
9
responsible for the success of the 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 the Company's executive officers are (i) base salary, (ii)
annual cash incentive awards in the form of a cash bonus and (iii) 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.
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 the Company's 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 the Company, 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, a founder of the
Company, had his compensation reviewed in 2000. The Compensation Committee
elected to maintain Mr. Parker's base salary at its existing level of $275,000
for two additional years, and provided for increases after that time. The
Committee awarded a $300,000 cash bonus to Mr. Parker late in 2000, in
recognition of his extraordinary contributions in connection with raising
additional capital for the Company and in recognition of the achievement by the
Company of various strategic and financial objectives during the year which
significantly strengthened the Company and advanced its business plan, including
the following:
o The investment of $30 million into the Company's equity made by Tyco
International and Leucadia National Corporation, which was in each case
arranged by Mr. Parker without the use of investment bankers, resulting
in all the proceeds going to the Company.
o The issuance of four patents by the U.S. Patent Office, including
patents covering the Company's core receiver and transmitter
technologies.
o The improved financial performance of the Company's video operation,
which increased revenues and generated positive cash flow in 2000.
o An agreement with PrairieComm to jointly develop advanced chipsets and
reference designs for CDMA cellular handsets and other wireless
devices.
o The completion of the initial design for the Company's 802.11b WLAN
chip.
Mr. Sisisky is compensated under an employment agreement and his
compensation was not reviewed in 2000.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934, that might incorporate future filings made by the Company
under those statutes, the preceding Compensation Committee Report on Executive
Compensation and the Company 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 future filings made by the
Company under those statutes.
THE COMPENSATION COMMITTEE
Amy L. Newmark
William L. Sammons
Robert G. Sterne
10
Performance Graph
The following graph shows a five-year comparison of cumulative total shareholder
returns for the Company, the Nasdaq U.S. Stock Market Index ("Nasdaq") and the
Hambrecht & Quist Communications Index ("H&Q") for the five years ending
December 31, 2000. The total shareholder returns assumes the investment of $100
in the Common Stock of the Company, the Nasdaq Index and the H&Q Index at the
beginning of the period, with immediate reinvestment of all dividends.
Cumulative Total Return
------------------------------------------------------------
12/95 12/96 12/97 12/98 12/99 12/00
PARKERVISION, INC. 100.00 171.43 230.16 298.41 390.48 465.08
NASDAQ STOCK MARKET (U.S.) 100.00 123.04 150.69 212.51 394.94 237.68
NASDAQ ELECTRONIC COMPONENTS 100.00 173.19 181.56 280.45 521.56 426.43
NASDAQ TELECOMMUNICATIONS 100.00 102.25 149.26 247.02 438.28 188.48
JP MORGAN H & Q COMMUNICATIONS 100.00 114.73 108.62 160.36 501.86 319.13
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities ("ten
percent shareholders") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the National Association
of Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 2000, all filing requirements applicable to
its executive officers, directors and ten percent shareholders were fulfilled
except that Mr. Sorrells made a late filing with respect to the grant to him, in
August 2000, of an option to purchase 200,000 shares of Common Stock and Mr.
Kashnow made a late filing of a Form 3 with respect to his appointment as a
director of the Company in August 2000.
INDEPENDENT ACCOUNTANTS
The Company currently has selected PricewaterhouseCoopers LLP as its
independent accountants for the year ending December 31, 2001. 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
The cost of proxy solicitations will be borne by the Company. In
addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company 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.
11
SHAREHOLDER PROPOSALS
Shareholder Proposals and Nominations
Proposals of shareholders intended to be presented at the annual
meeting to be held in 2002 must be received at the Company's offices by February
7, 2002 for inclusion in the proxy materials relating to that meeting.
The Company has provisions in its by-laws intended to promote the
efficient functioning of its shareholder meetings. Some of the provisions
describe the Company's right to determine the time, place and conduct of
shareholder meetings and to require advance notice by mail or delivery to the
Company of shareholder proposals or director nominations for shareholder
meetings.
Under the by-laws, shareholders must provide the Company 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 2002 on February 7, 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
The Company does not now intend to bring before the Annual Meeting any
matters other than those specified in the notice of the Annual Meeting, and it
does 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 30, 2001
12
Appendix I Adopted
as of 6/12/00
AUDIT COMMITTEE CHARTER
OF
PARKERVISION, INC
The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's external auditors. The Audit Committee shall
also review all related party transactions on an ongoing basis for potential
conflict of interest situations.
The members of the Audit Committee shall meet the independence and experience
requirements of the Nasdaq Stock Market, Inc. The members of the Audit Committee
shall be appointed by the Board.
The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.
2. Review the annual audited financial statements with management and the
independent auditors, including major issues regarding accounting and
auditing principles and practices as well as the adequacy of internal
controls that could significantly affect the Company's financial
statements.
3. Review an analysis prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.
4. If requested by the Audit Committee, management or the independent
auditor, review with management and the independent auditor the
Company's quarterly financial statements prior to the filing of the
Company's Form 10-Q.
5. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.
6. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor or
management.
7. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the
Board.
8. Approve the fees to be paid to the independent auditor.
9. Receive periodic reports from the independent auditor regarding the
auditor's independence consistent with Independence Standards Board
Standard 1, discuss such reports with the auditor, and if so determined
by the Audit Committee, take or recommend that the full Board take
appropriate action to oversee the independence of the auditor.
10. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that
the Board replace the independent auditor.
11. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.
12. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.
13. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
14. Review with the independent auditor their final report and any problems
or difficulties the auditor may have encountered and any management
letter provided by the auditor and the Company's response to that
letter. Such review should include:
(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or
access to required information.
(b) Any changes required in the planned scope of the internal
audit.
(c) The internal audit department responsibilities, budget and
staffing.
15. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
16. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements and any material reports or
inquiries received from regulators or governmental agencies.
II-2
17. Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions.
18. Review all related party transactions on an ongoing basis for potential
conflict of interest situations.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations.
II-3
PARKERVISION, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on June 28, 2001,
The undersigned Shareholder(s) of ParkerVision, Inc., a Florida
corporation ("Company"), hereby appoints Jeffrey L. Parker and Stacie
P 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
28, 2001 and at all adjournments thereof. This proxy will
R 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.
O 1. Election of Directors:
FOR all nominees listed below except WITHHOLD AUTHORITY to vote for
X as marked to the contrary below |_| all nominees listed below|_|
Jeffrey L. Parker, Richard L. Sisisky, David F. Sorrells, Stacie Wilf,
Y William A. Hightower, Richard A. Kashnow, Amy L. Newmark, Todd Parker,
William L. Sammons, Oscar S. Schafer, Robert G. Sterne
INSTRUCTIONS: To withhold authority to vote for 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.
|_| I plan on attending the Annual Meeting.
Date: ________________________, 2001
--------------------------------------
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.