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Parkervision Inc – ‘S-8 POS’ on 8/14/03

On: Thursday, 8/14/03, at 4:19pm ET · Effective: 8/14/03 · Accession #: 1093801-3-993 · File #: 333-43452

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/03  Parkervision Inc                  S-8 POS     8/14/03    2:20K                                    Stanley Jennifer/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Parkervision, Inc.                                    11     43K 
 2: EX-23.2     Auditor's Consent                                      1      5K

S-8 POS — Parkervision, Inc.
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits Plan Information.* Registrant Information and Employee Plan Annual Information.* Undertakings
1	1st Page - Filing Submission
3	Item 1. Plan Information.*
"	Item 2. Registrant Information and Employee Plan Annual Information.*
5	Item 8. Exhibits
6	Item 9. Undertakings

S-8 POS 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on August 14, 2003.
                                                      Registration No. 333-43452
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
 under
THE SECURITIES ACT OF 1933

PARKERVISION, INC.
(Exact name of registrant as specified in its charter)

      FLORIDA                                   59-2971472
(State or jurisdiction of                        (I.R.S. Employer 
Incorporation or organization)                  Identification Number)

 8493 BAYMEADOWS WAY
 JACKSONVILLE, FLORIDA 32256
(Address of principal executive offices)

 1993 STOCK PLAN
2000 PERFORMANCE EQUITY PLAN
 AND
 OTHER EMPLOYEE OPTION PLANS
 (Full title of the Plans)

 Jeffrey Parker, Chairman of the Board
ParkerVision, Inc.
 8493 Baymeadows Way
 Jacksonville, Florida 32256
(904) 737-1367
 (Name, address and telephone number, including area code,
of agent for service) 

 with a copy to:

 David Alan Miller, Esq.
 Graubard Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

=================================================================================================================

                                                        Proposed              Proposed                           
                                                         maximum              maximum                            
Title of Securities              Amount to be        offering price          aggregate             Amount of     
 to be registered               registered (1)        per share(2)       offering price(1)      registration fee 
=================================================================================================================
                                                                                                                 
Common Stock, par value        5,000,000 shares          $ 45.97            $229,850,000           $60,680.40    
$.01 per share                   665,700 shares          $ 45.97            $ 30,602,229           $ 8,078.99    
                                 459,800 shares          $ 23.25            $ 10,690,350           $ 2,822.25    
                                 212,000 shares          $ 28.25            $  5,989,000           $ 1,581.10    
                                 162,500 shares          $23.125            $  3,757,813           $   992.06    
                                 500,000 shares          $ 30.00            $ 15,000,000           $ 3,960.00    
                                 100,000 shares          $ 23.25            $  2,325,000           $   613.80    
                                  40,000 shares          $ 18.75            $    750,000           $   198.00    
                                  25,000 shares          $ 23.25            $    581,250           $   153.45    
-----------------------------------------------------------------------------------------------------------------
Total Registration Fee Previously Paid                                                             $79,080.05    
=================================================================================================================

(1)  Pursuant to Rule 416, there are also being registered additional securities
     as may be issued as a result of anti-dilution  provisions under each of the
     1993 Stock Plan,  2000  Performance  Equity Plan and Other Employee  Option
Plans.                                                                

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(2)  Pursuant to Rule 457 (c), the  registration fee for 5,665,700 shares of the
     Common Stock was  calculated  on the basis of the market price of $45.97 on
     August 3,  2000,  and  pursuant  to Rule 457 (g) the  registration  fee for
     1,499,300  shares of the Common  Stock was  calculated  on the basis of the
exercise prices set forth in the above table.                         

 ___________

In accordance with the provisions of Rule 462  promulgated  under the Securities
Act of 1933, as amended,  the Registration  Statement will become effective upon
filing with the Securities and Exchange Commission.                             
 ___________

S-8 POS 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*                                                    

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*         
_________________________                                                       
*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from this  Registration  Statement in accordance with
     Rules 428 and 424 under the  Securities  Act of 1933 and the Note to Part I
of the Instructions to Form S-8.                                      

I-1 

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Except  for the  disclosure  in Item 8 and Item 9 (which  is  hereby  being
amended to  deregister  250,000  shares of Common  Stock  issued  under the 2000
Performance Equity Plan), the contents of Part II of the Registration  Statement
on  Form  S-8  (No.  33-93658)  previously  filed  by the  Registrant  with  the
Securities  and  Exchange  Commission  ("Commission")  on  June  19,  1995,  are
incorporated  by reference in this  Registration  Statement.  This  Registration
Statement covered 500,000 shares of Common Stock.                               

     On September  19, 1996 and August 22,  1997,  the Board of Directors of the
Registrant  approved amendments to the 1993 Stock Plan to increase the number of
shares of Common  Stock  available  under the 1993 Stock Plan to an aggregate of
2,000,000  shares of Common  Stock.  The  amendments to the 1993 Stock Plan were
approved by the  stockholders of the Registrant on October 29, 1996 and November
7, 1997, respectively. The Registrant filed a Registration Statement on Form S-8
(No.  333-62497) on August 28, 1998 to register the additional  1,500,000 shares
of Common Stock available under the 1993 Stock Plan.                            

     Except  for the  disclosure  in Item 8 and Item 9 (which  is  hereby  being
amended to  deregister  250,000  shares of Common  Stock  issued  under the 2000
Performance Equity Plan), the contents of Part II of the Registration  Statement
on Form  S-8  (No.  333-62497)  previously  filed  by the  Registrant  with  the
Commission  on  August  28,  1998,  are  incorporated  by  reference  with  this
Registration Statement.                                                         

     On May 26,  1998,  the Board of Directors  of the  Registrant  approved the
grant of  options  to  purchase  up to  500,000  shares  of  Common  Stock to an
executive  employee  of the  Registrant.  The  Registrant  filed a  Registration
Statement  on Form S-8 (No.  333-62497)  on August 28,  1998 to  register  these
shares.                                                                         

     On November 16, 1998, the Board of Directors of the Registrant  approved an
amendment  to the 1993  Stock  Plan to  increase  the number of shares of Common
Stock available under the 1993 Stock Plan to an aggregate of 3,500,000 shares of
Common  Stock.  The  amendment  to the  1993  Stock  Plan  was  approved  by the
stockholders  of the  Registrant  on June 10, 1999.  The  Registrant  filed this
Registration  Statement to register the  additional  1,500,000  shares of Common
Stock available under the 1993 Stock Plan.                                      

     On November 16, 1998, the Board of Directors of the Registrant approved the
grant of options to purchase up to 40,000 of Common Stock to  consultants of the
Company. On March 4, 1999, the Board of Directors of the Registrant approved the
grant of options to purchase an  aggregate  of 25,000  shares of Common Stock to
two  directors of the Company.  On March 5, 1999,  the Board of Directors of the
Registrant  approved  the grant of options to  purchase  up to 100,000 of Common
Stock to a new employee of the Company.  On May 13, 1999, the Board of Directors
of the Registrant approved the grant of options to purchase up to 500,000 shares
of Common  Stock to a new  employee of the  Company.  The options to purchase an
aggregate of 665,000 shares of Common Stock form the Other Employee Stock Option
Plans which are included on this Registration Statement.                        

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     On March 3, 2000,  the Board of  Directors of the  Registrant  approved the
2000 Performance Equity Plan covering 5,000,000 shares of Common Stock. The 2000
Performance  Equity Plan was  approved by  stockholders  on July 13,  2000.  The
Registrant  filed this Registrant  Statement to register the 5,000,000 shares of
Common Stock available under the 2000 Performance Equity Plan.                  

     On August 14, 2003,  the  Registrant  filed a  post-effective  amendment to
deregister  from this  Registration  Statement  250,000  shares of Common  Stock
issued under the 2000  Performance  Equity Plan by amending the  undertakings in
Item 9.                                                                         

ITEM 8.         EXHIBITS.                                                       

Exhibit No.     Description                                                     
-----------     -----------                                                     

5.1*           Opinion of Graubard Mollen & Miller                              

10.1*          1993 Stock Plan of the Registrant  (Incorporated  by reference to
               Exhibit  10.2  from  Registration  Statement  on  Form  SB-2  No.
33-70588-A)                                       

10.2*          Stock  Option  Agreement  (Vesting)  dated July 23, 1998  between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.2  from  Registration   Statement  on  Form  S-8  No.
333-62497)                                        

10.3*          Stock Option Agreement (Acceleration) dated July 23, 1998 between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.3  from  Registration   Statement  on  Form  S-8  No.
333-62497)                                        

10.4*          Employment  Agreement dated July 23, 1998 between  Registrant and
               Richard L.  Sisisky  (Incorporated  by  reference to Exhibit 10.4
    from Registration Statement on Form S-8 No. 333-62497)

10.5*          Stock  Option  Agreement  (Vesting)  dated May 13,  1999  between
Registrant and Jim Baker                          

10.6*          Stock Option Agreement  (Acceleration) dated May 13, 1999 between
Registrant and Jim Baker                          

10.7*          Stock Option Agreement dated March 5, 1999 between Registrant and
Greg Rawlins                                      

10.8*          Stock Option Agreement dated November 16, 1998 between Registrant
and Michael DuBow                                 

10.9*          Form of Stock Option  Agreement  dated  November 16, 1998 between
Registrant and consultants                        

10.10*         Form of  Stock  Option  Agreement  dated  March 4,  1999  between
Registrant and two directors                      

II-2

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10.11*         2000 Performance Equity Plan of the Registrant                   

23.1*          [Reserved]                                                       

23.2           Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
public accountants for Registrant                 

23.3*          Consent of Graubard Mollen & Miller (included in Exhibit 5.1)    

24.1           Power of Attorney (included on the signature page hereto.)       

__________                                                                      
*    Previously filed.                                                          

ITEM 9.   UNDERTAKINGS.                                                         

(a)  The undersigned Registrant hereby undertakes:                    

          (1)  The file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement;                

               (i)   To include any prospectus  required by Section  10(a)(3) of
the Securities Act of 1933;           

               (ii)  To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the Registration  Statement (or
                     the  most  recent  effective   amendment   thereof)  which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  Registration
Statement;                            

               (iii) To include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     Registration  Statement  or any  material  change  to  such
    information in the Registration Statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the  Registrant  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.                                                  

          (2)  That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

          (3)  To  remove  from   registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.                                                    

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     Pursuant to this undertaking,  the Registrant includes in the submission of
the  Post-Effective  Amendment No. 1, its removal from  registration  of 250,000
shares of Common Stock,  $.01 par value,  that were available for issuance under
the 2000 Performance Equity Plan. These shares were issued to a corporate entity
and are not eligible for  registration  under Form S-8, and  therefore are being
removed.  Such shares were issued as restricted stock with  appropriate  legends
and stop transfer orders.                                                       

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report  pursuant to Section 13(a) or Section  15(d)( of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.      

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  procedures,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.                               

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SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing this  Post-Effective  Amendment to Form S-8 and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Jacksonville,  State of
Florida on this 14th day of August, 2003.                                       

                  PARKERVISION, INC.

                      By: /s/ Jeffrey Parker
                          ------------------
                                       Jeffrey Parker, Chief Executive Officer

 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Jeffrey  Parker and Todd  Parker his true and
lawful  attorneys-in-fact  and  agents,  each acting  alone,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person,  and hereby ratifies
and confirms all that said  attorneys-in-fact  and agents, each acting alone, or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.                                                                         

     PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933, AS AMENDED,
THIS  REGISTRATION  STATEMENT  HAS BEEN SIGNED BY THE  FOLLOWING  PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.                                          

Signatures                        Title                         Date
----------                        -----                         ----

By: /s/ Jeffrey L. Parker        Chief Executive Officer and     August 14, 2003
---------------------------  Chairman of the Board                      
Jeffrey L. Parker          (Principal Executive Officer)            

By: /s/ Todd Parker              President, Video Business Unit  August 14, 2003
---------------------------  and Director                               
Todd Parker                                                         

By: /s/ David F. Sorrells        Chief Technical Officer and     August 14, 2003
---------------------------  Director                                   
David F. Sorrells                                                 

By: /s/ Stacie Wilf              Secretary and Treasurer         August 14, 2003
---------------------------                                             
Stacie Wilf                                                         

      II-5

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By: /s/ Cynthia L. Poehlman      Chief Accounting Officer        August 14, 2003
---------------------------  (Principal Accounting Officer)             
Cynthia L. Poehlman                                                 

By: /s/ William A. Hightower     Director                        August 14, 2003
---------------------------                                             
William A. Hightower                                                

By:  /s/ Richard A. Kashnow      Director                        August 14, 2003
---------------------------                                             
Richard A. Kashnow                                                  

By: /s/ William L. Sammons       Director                        August 14, 2003
---------------------------                                             
William L. Sammons                                                

By: /s/ Papken S. Der Torossian  Director                        August 14, 2003
---------------------------                                             
Papken S. Der Torossian                                           

II-6

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 EXHIBIT INDEX
 -------------

Exhibit No.    Description                                                      
-----------    -----------                                                      

5.1*           Opinion of Graubard Mollen & Miller                              

10.1*          1993 Stock Plan of the Registrant  (Incorporated  by reference to
               Exhibit  10.2  from  Registration  Statement  on  Form  SB-2  No.
33-70588-A)                                       

10.2*          Stock  Option  Agreement  (Vesting)  dated July 23, 1998  between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.2  from  Registration   Statement  on  Form  S-8  No.
333-62497)                                        

10.3*          Stock Option Agreement (Acceleration) dated July 23, 1998 between
               Registrant and Richard L. Sisisky  (Incorporated  by reference to
               Exhibit  10.3  from  Registration   Statement  on  Form  S-8  No.
333-62497)                                        

10.4*          Employment  Agreement dated July 23, 1998 between  Registrant and
               Richard L.  Sisisky  (Incorporated  by  reference to Exhibit 10.4
    from Registration Statement on Form S-8 No. 333-62497)

10.5*          Stock  Option  Agreement  (Vesting)  dated May 13,  1999  between
Registrant and Jim Baker                          

10.6*          Stock Option Agreement  (Acceleration) dated May 13, 1999 between
Registrant and Jim Baker                          

10.7*          Stock Option Agreement dated March 5, 1999 between Registrant and
Greg Rawlins                                      

10.8*          Stock Option Agreement dated November 16, 1998 between Registrant
and Michael DuBow                                 

10.9*          Form of Stock Option  Agreement  dated  November 16, 1998 between
Registrant and Consultants.                       

10.10*         Form of  Stock  Option  Agreement  dated  March 4,  1999  between
Registrant and Directors                          

10.11*         2000 Performance Equity Plan of the Registrant                   

23.1*          [Reserved]                                                       

23.2           Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
public accountants for Registrant                 

II-7

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23.3*          Consent of Graubard Mollen & Miller (included in Exhibit 5.1)    

24.1           Power of Attorney (included on the signature page hereto.)       

__________                                                                      
*    Previously filed                                                           

II-8

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	8/14/03	1	9	10-Q
	8/3/00	2
	7/13/00	5
	3/3/00	5
	6/10/99	4		DEF 14A, PRE 14A
	5/13/99	4	10
	3/5/99	4	10
	3/4/99	4	10	3
	11/16/98	4	10
	8/28/98	4		4, S-8
	7/23/98	5	10	3
	5/26/98	4
	11/7/97	4		DEF 14A
	8/22/97	4
	10/29/96	4		DEF 14A
	9/19/96	4
	6/19/95	4
				List all Filings

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Filing Submission 0001093801-03-000993 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Parkervision Inc – ‘S-8 POS’ on 8/14/03

On: Thursday, 8/14/03, at 4:19pm ET · Effective: 8/14/03 · Accession #: 1093801-3-993 · File #: 333-43452

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

S-8 POS — Parkervision, Inc.Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

S-8 POS — Parkervision, Inc.
Document Table of Contents