UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934
For the transition period from ________to__________
Commission file number 0-22904
-------
PARKERVISION, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2971472
(State of Incorporation) (I.R.S. Employer ID No.)
8493 Baymeadows Way
Jacksonville, Florida 32256
(904) 737-1367
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes _X_ No ___
Indicate by check mark if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K (X).
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes _X_ No ___
As of June 30, 2004, the aggregate market value of the Issuer's Common Stock,
$.01 par value, held by non-affiliates of the Issuer was approximately
$76,674,918 (based upon $5.70 per share closing price on that date, as reported
by The Nasdaq National Market).
As of March 10, 2005, 18,007,574 shares of the Issuer's Common Stock were
outstanding.
The Company's Form 10-K for the fiscal year ended December 31, 2004 was
filed March 16, 2005 and incorporated by reference into Part III portions of the
definitive Proxy Statement to be delivered to stockholders in connection with
the 2005 Annual Meeting. As the Company does not expect to file its definitive
Proxy Statement prior to April 30, 2005, the foregoing Form 10-K/A, Amendment
No. 1 is filed herewith for the sole purpose of adding the disclosures required
by Part III in the Annual Report on Form 10-K for the fiscal year ended December
31, 2004.
Table of Contents
PART III
Item 10. Directors and Executive Officers of the Registrant............... 2
Item 11. Executive Compensation........................................... 5
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters..................... 9
Item 13. Certain Relationships and Related Transactions...................12
Item 14. Principal Accountant Fees and Services...........................13
PART IV
Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K...14
SIGNATURE PAGE...............................................................18
INDEX TO EXHIBITS............................................................19
PART III
Item 10. Directors and Executive Officers of the Registrant
Our directors and executive officers are listed below:
Name Age Position
---- --- --------
Jeffrey L. Parker 48 Chairman of the Board and Chief Executive
Officer
Todd Parker 40 Vice President of Corporate Development
and Director
Cynthia Poehlman 38 Chief Financial Officer
David F. Sorrells 46 Chief Technical Officer and Director
William A. Hightower 61 Director
Richard A. Kashnow 63 Director
John Metcalf 54 Director
William L. Sammons 84 Director
Nam P. Suh 69 Director
Papken S. der Torossian 66 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.
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 July 2002.
On July 31, 2002, Mr. Parker was appointed president of the Video Business Unit
of the Company until that division was sold in May 2004 when his title was
changed to Vice President for Corporate Development. From January 1985 to August
1989, Mr. Parker served as general manager of manufacturing for Parker
Electronics.
Cynthia Poehlman has been our chief financial officer since June 2004.
From March 1994 to June 2004, Ms. Poehlman was our controller and our chief
accounting officer.
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.
2
William A. Hightower has been a director since March 1999. From September
2003 to his retirement in November 2004, Mr. Hightower was the president of the
Company. Mr. Hightower was the president and chief operating officer and a
director of Silicon Valley Group, Inc. ("SVGI"), from August 1997 until his
retirement in May 2001. SVGI 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. From August 1999
until his retirement in January 2003, Mr. Kashnow was the president of Tyco
Ventures, the venture capital arm of Tyco International, Inc., a diversified
manufacturing 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 received a PhD in physics from Tufts
University, served in the U.S. Army, and started his career at General Electric.
He serves on three other public company boards, Komag, for which he serves as
the non-executive chairman, ActivCard, and Ariba.
John Metcalf has been a director since June 2004. Since November 2002, Mr.
Metcalf has been a CFO Partner with Tatum Partners, a professional services firm
providing financial and information technology leadership with over 425 CFO and
CIO partners nationwide. Mr. Metcalf currently also is serving as CFO for
Siltronic Corporation, a silicon wafer manufacturing company. From February 2001
to December 2001, Mr. Metcalf was vice president and chief financial officer of
Zight Corporation, a venture funded microdisplay Company. From January 1997 to
December 2000, he was the vice president and chief financial officer of
WaferTech, a semiconductor foundry that was a joint venture of TSMC, Altera,
Analog Devices, and ISSI. Mr. Metcalf was the senior vice president of finance,
chief financial officer and corporate secretary of Siltec Corporation, a silicon
wafer manufacturer, from 1992 to 1997, and the vice president finance and chief
financial officer of Oki Semiconductor from 1987 to 1991. Prior to his
employment by Oki Semiconductor, Mr. Metcalf was employed for eleven years by
Advanced Micro Devices in a number of finance managerial positions.
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.
Nam P. Suh has been a director since December 2003. Mr. Suh has been a
member of the MIT faculty since 1970, where, among the many positions held, he
recently has been the director of the MIT Laboratory for Manufacturing and
Productivity, head of the department of Mechanical Engineering (1991-2001)
director of the MIT Manufacturing Institute and director of the Park Center for
Complex Systems. In 1984, Mr. Suh was appointed the assistant director of
engineering of the National Science Foundation by President Ronald Reagan and
confirmed by the U.S. Senate. Mr. Suh is a widely published author of
approximately 300 articles and seven books on topics related to tribology,
manufacturing, plastics and design. Mr. Suh has approximately 50 United States
patents and many foreign patents, some of which relate to plastics, polymers and
design.
Papken S. der Torossian has been a director since June 2003. Mr. der
Torossian was chief executive officer of SVGI from 1986 until 2001. Prior to his
joining SVGI, he was president and chief executive officer of ECS Microsystems,
a communications and PC company that was acquired by AMPEX Corporation where he
stayed on as a manager for a year. From 1976 to 1981 Mr. der Torossian was
president of the Santa Cruz Division of Plantronics where he also served as vice
president of the Telephone Products Group. Previous to that he spent four years
at Spectra-Physics and twelve years with Hewlett-Packard in a variety of
management positions. From 1997 to 2001, Mr. der Torossian served on the board
of the Silicon Valley Manufacturing Group. In March 2003, he joined the board of
directors as chairman of Therma-Wave, Inc., a Company engaged in the manufacture
and sale of process control metrology systems used in manufacturing
semiconductors.
Messrs. Jeffrey and Todd Parker are brothers.
3
Independence of Directors; Financial Expert
Independence of Directors. The common stock of the company is listed on
the Nasdaq National Market System, and the company follows the rules of Nasdaq
in determining if a director is independent. The board of directors also
consults with the company's counsel to ensure that the board of directors'
determinations are consistent with those rules and all relevant securities and
other laws and regulations regarding the independence of directors. Consistent
with these considerations, the board of directors affirmatively has determined
that Messrs. Richard A. Kashnow, William L. Sammons, Nam P. Suh, Papken S. der
Torossian and John Metcalf are the independent directors of the company. The
other remaining directors are not considered independent due to their current or
recent employment by the company.
Financial Expert on Audit Committee. The board of directors made a
qualitative assessment of each member of the audit committee of the board of
directors to determine their level of financial knowledge and experience based
on a number of factors and has determined that each member is a financial expert
within the meaning of all applicable rules. This determination was made with
reference to the rules of Nasdaq and the SEC. The board of directors considered
each of the members' ability to understand generally accepted accounting
principles and financial statements, their ability to assess the general
application of generally accepted accounting principles in connection with our
financial statements, including estimates, accruals and reserves, their
experience in analyzing or evaluating financial statements of similar breadth
and complexity as our financial statements, their understanding of internal
controls and procedures for financial reporting and their understanding of the
audit committee functions.
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.
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, 2004, all filing requirements applicable to the company executive
officers, directors and ten percent shareholders were fulfilled.
Code of Ethics and Shareholder Contact
The board of directors has adopted a code of ethics that is designed to
deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely
and understandable reports that the company files or submits to the SEC and
others. A copy of the code of ethics may be found on the company's website.
4
Shareholders may contact members of the board of directors by writing to
them in care of the corporate secretary at the headquarters. The corporate
secretary will forward correspondence received to the directors from time to
time. This procedure was approved by the independent directors.
Item 11. Executive Compensation
The following tables summarize the cash compensation paid by the company
to each of its executive officers (including our chief executive officer) who
were serving as executive officers at the end of the year ended December 31,
2004, for services rendered in all capacities to the company and its
subsidiaries during the years ended December 31, 2004, 2003 and 2002, options
granted to such executive officers during the year ended December 31, 2004, and
the value at the end of the fiscal year ended December 31, 2004 of all options
granted to the executive officers.
=====================================================================================================================
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
--------------------------------------- ----------------- ----------------------------- -----------------------------
Name and Principal Fiscal Year
Position Ended 12/31 Salary Bonus Options/SARs (#)
--------------------------------------- ----------------- -------------- -------------- -----------------------------
Jeffrey L. Parker 2004 $ 305,288 $ 175,000
Chairman of the Board and 2003 $ 300,000 $ 25,000 --
Chief Executive Officer 2002 $ 281,700 -- 15,000
--------------------------------------- ----------------- -------------- -------------- -----------------------------
William A. Hightower 2004 $ 230,769 -- --
President of the Company 2003 $ 76,883 $ 25,000 515,000
and Director(1)(2) -- -- -- --
--------------------------------------- ----------------- -------------- -------------- -----------------------------
Todd Parker 2004 $ 200,000 $ 40,000
Vice President, Corporate 2003 $ 182,115 $ 25,000 --
Development and Director 2002 $ 62,000(3) -- 60,000
--------------------------------------- ----------------- -------------- -------------- -----------------------------
Cynthia Poehlman 2004 $ 136,154 $ 75,000 150,000
Chief Financial Officer 2003 $ 120,000 $ 17,000 --
2002 $ 87,500 $ 12,500 12,000
--------------------------------------- ----------------- -------------- -------------- -----------------------------
David F. Sorrells 2004 $ 259,856 $ 135,000 --
Chief Technical Officer and 2003 $ 250,000 $ 125,000 125,000
Director 2002 $ 244,200 -- --
=====================================================================================================================
(1) Mr. Hightower was president from September 2003 until he resigned on
November 14, 2004.
(2) Excludes director fees of $6,000 paid to Mr. Hightower as an outside
director from January 1, 2003 through September 2, 2003.
(3) Excludes $74,891 of compensation paid to Mr. Todd Parker as a consultant
from September 2001 to July 2002.
5
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.
======================================================================================================================
OPTION/GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------------
Realizable Value
------------------------------ -------------- ---------------- ------------ --------------- --------------------------
% of Total
Options
Number of Granted to
Shares Under Employees in Exercise Expiration
Name Options Fiscal Year Price Date 5% 10%
------------------------------ -------------- ---------------- ------------ --------------- ------------ -------------
Jeffrey L. Parker -- -- -- -- -- --
------------------------------ -------------- ---------------- ------------ --------------- ------------ -------------
William A. Hightower -- -- -- -- -- --
------------------------------ -------------- ---------------- ------------ --------------- ------------ -------------
Todd Parker -- -- -- -- -- --
------------------------------ -------------- ---------------- ------------ --------------- ------------ -------------
Cynthia Poehlman 150,000(1) 20% $5.70 6/25/14 537,612 1,362,360
------------------------------ -------------- ---------------- ------------ --------------- ------------ -------------
David F. Sorrells -- -- -- -- -- --
======================================================================================================================
(1) Granted in 2004 upon her promotion to Chief Financial Officer.
6
======================================================================================================================
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
AT DECEMBER 31, 2004
----------------------------------------------------------------------------------------------------------------------
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 730,000 30,000 $ 20,500 $ -0-
------------------------------ ------------------------- --------------------- ----------------- ---------------------
William A. Hightower 262,500 -0- $107,700 $ -0-
------------------------------ ------------------------- --------------------- ----------------- ---------------------
Todd Parker 137,500 30,000 $ 20,500 $ -0-
------------------------------ ------------------------- --------------------- ----------------- ---------------------
Cynthia Poehlman 64,700 169,800 $ -0- $480,000
------------------------------ ------------------------- --------------------- ----------------- ---------------------
David F. Sorrells 674,500 175,000 $ -0- $ -0-
======================================================================================================================
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 currently receives an annual base salary of
$325,000. Mr. Parker also will receive bonuses from time to time as may be
determined by the compensation committee, and he is eligible to participate in
the various benefit plans available to all executives of the company. Mr. Parker
was awarded a cash bonus of $175,000 in connection with his employment during
2004. Mr. Parker was awarded two stock options in 2000 in connection with his
execution of an employment agreement 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 and vesting in five equal
installments of 30,000 shares on October 1 in each year from 2001 through 2005.
Once vested, the options remain exercisable until October 1, 2010, except as
provided in the option agreement.
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. The agreement provides that Mr. Sorrells will receive an annual base
salary of not less than $250,000 for the first two-year period with annual
increases thereafter as determined by the compensation committee, but not less
than 5% of the prior year's base salary. Mr. Sorrells currently receives an
annual base salary of $262,500. Mr. Sorrells will also receive an annual bonus
as may be determined by the compensation committee based on the recommendation
of the chief executive officer. Mr. Sorrells may also be granted awards under
the company's equity performance plans. Mr. Sorrells received a cash bonus of
$135,000 for 2004, determined by the compensation committee.
In September 2003, we entered into an employment agreement with William A.
Hightower in connection with his becoming the president of the Company. Mr.
Hightower resigned as the president on November 19, 2004 and the employment
agreement was terminated. Mr. Hightower has remained as a director of the
company. Under the agreement, Mr. Hightower was paid in his capacity as
president at an annual base salary rate of $250,000 and was eligible for
bonuses. Mr. Hightower was also granted an option under the 2000 Performance
Equity Plan to purchase up to 500,000 shares of common stock at $8.00 per share,
of which 100,000 shares vested on September 2, 2004 and are exercisable until
September 2013. The balance of the options terminated upon his resignation.
7
Compensation of Outside Directors
Currently, each non-employee director receives an annual retainer of
$20,000 paid in quarterly installments, a meeting fee of $2,500 for each meeting
attended in-person or $1,500 for each meeting attended telephonically, and an
option grant of 10,000 shares upon completion of each year of service as a
director. In addition, each committee chairman will receive an annual retainer
of $5,000 paid in quarterly installments. New non-employee directors receive an
option grant of 40,000 shares upon initial election to the board. These options
vest at the end of the first year of board service.
The foregoing director compensation program was implemented in June 2004
and is subject to review and amendment by the board. Prior to June 2004, the
director compensation program included an annual retainer of $8,000 payable in
quarterly installments with no per meeting fees. In addition, non-employee
directors received an annual grant of 10,000 share options for serving as a
director with an additional 5,000 share options for serving as a committee
chairperson and 2,500 share options for committee participation, not to exceed
15,000 total share options per director in any fiscal year. All board members
are reimbursed for reasonable expenses incurred in attending meetings.
Stock Option Plans
In September 1993, the board of directors approved the 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 stock 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. In September 2003, the 1993 stock plan was closed for future
grants of benefits, but remains outstanding until all the benefits granted there
under have either been exercised or terminated by their terms. As of December
31, 2004, there were a total of 2,082,252 shares of common stock that are
subject to outstanding grants under the 1993 stock 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 awards available for grant. The 2000 plan
was approved by our shareholders on July 13, 2000. The following types of awards
may be granted under the 2000 plan:
o incentive stock options;
o non-qualified stock options;
o stock appreciation rights;
o restricted stock awards;
o stock bonuses; or
o other forms of stock benefits.
Incentive stock options may be granted only to our employees. Other
benefits may be granted to our consultants, directors (whether or not they are
employees of ours), employees and officers. As of December 31, 2004, awards to
purchase a total of 3,579,630 shares of common stock have been granted and are
outstanding or have been exercised under the 2000 plan. As of December 31, 2004,
we had 1,420,370 shares of common stock available for grant for future awards
under the 2000 plan.
8
Item 12. Security Ownership of Certain Beneficial Owners and Management and
related Stockholder Matters
The following table sets forth certain information as of April 15, 2005
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 director
nominees, (iii) each executive officer whose compensation exceeded $100,000 in
2004, and (iv) all of our directors, director nominees and executive officers as
a group (based upon information furnished by those persons).
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class(1)
------------------------ -------------------- --------
Jeffrey L. Parker(2) 3,342,840 (3)(4) 15.45%
J-Parker Family Limited Partnership(5) 2,325,984 (4) 11.13%
Todd Parker(2) 1,110,588 (6)(7) 5.28%
T-Parker Family Limited Partnership(5) 876,255 (7) 4.19%
Stacie Wilf(2) 1,011,406 (8)(9) 4.82%
S-Parker Wilf Family Limited Partnership(5) 863,811 (9) 4.13%
David F. Sorrells(2) 674,500 (10) 3.13%
William A. Hightower 287,500 (11) 1.36%
Richard A. Kashnow 115,000 (12) 0.55%
William L. Sammons 169,750 (13) 0.81%
Nam P. Suh 50,000 (14) 0.24%
Papken S. der Torossian 65,000 (15) 0.31%
Cynthia Poehlman(2) 67,100 (16) 0.32%
John Metcalf 40,000 (17) 0.19%
Wellington Management Company, LLP(18) 2,922,900 (18) 13.98%
Leucadia National Corporation(19) 1,607,973 (19) 7.52%
Banca del Gottardo(20) 1,533,471 (20) 7.33%
Arbor Capital Management, LLC(21) 1,214,000 (21) 5.81%
All directors, director nominees and
executive officers as agroup (11 persons) 6,933,684 (22) 29.78%
------------------------------
(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 730,000 shares of common stock issuable upon currently
exercisable options, 2,325,984 shares held by J-Parker Family Limited
Partnership and 33,989 shares owned of record by Mr. Parker's three
children over which he disclaims ownership. Excludes 30,000 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 2,325,984
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.
9
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 137,500 shares of common stock issuable upon currently
exercisable options, 876,255 shares held by T-Parker Family Limited
Partnership and 10,000 shares owned of record by Mr. Parker's spouse and
100 shares owned of record by Mr. Parker's child over which he disclaims
ownership. Excludes 30,000 shares of common stock issuable upon options
that may become exercisable in the future.
(7) T-Parker Family Limited Partnership is the record owner of 876,255 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 87,500 shares of common stock issuable upon currently exercisable
options, 863,811 shares held by S-Parker Wilf Family Limited Partnership,
and 30,590 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 863,811 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) Represents 674,500 shares of common stock issuable upon currently
exercisable options. Does not include 175,000 shares of common stock
issuable upon options that may become exercisable in the future.
(11) Includes 262,500 shares of common stock issuable upon currently
exercisable options.
(12) Represents 115,000 shares of common stock issuable upon currently
exercisable options.
(13) Includes 150,000 shares of common stock issuable upon currently
exercisable options.
(14) Represents 50,000 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.
(15) Represents 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.
(16) Represents 67,100 shares of common stock issuable upon currently
exercisable options. Excludes 167,400 shares of common stock issuable upon
options that may become exercisable in the future.
10
(17) Includes 40,000 shares of common stock issuable upon options that become
exercisable in the next 60 days.
(18) The business address of Wellington Management Company, LLP is 75 State
Street, Boston, Massachusetts 02109. Wellington Management, in its
capacity as investment adviser, may be deemed to have beneficial ownership
of the shares of common stock of the Company that are owned of record by
investment advisory clients of Wellington Management. Of the shares of
common stock of the Company held by its advisory clients, Wellington
Management has shared voting authority over 1,356,100 shares and non
voting authority over 1,566,800 shares. The number of shares reported
excludes shares underlying currently exercisable warrants as they are not
outstanding and there is no vote. The foregoing information was derived
from a Schedule 13G/A filed with the SEC on February 14, 2005 and the
subscription and warrant agreements dated March 10, 2005 between the
Company and Wellington Capital Management Company, LLP.
(19) The business address of Leucadia National Corporation is 315 Park Avenue
South, New York, New York 10010. The number of shares reported as
beneficially owned includes 484,293 shares underlying a currently
exercisable warrant. The foregoing information was derived from a Schedule
13G filed with the SEC on April 1, 2003.
(20) The address is Banca del Gottardo, Viale S. Franscini 8, CH-6901 Lungano,
Switzerland. The Banca del Gottardo has sole voting and dispositive power
over 250,000 shares of common stock and shared voting and dispositive
power over 1,266,805 shares of common stock. The shares over which they
have shared authority are held for the benefit of third parties. The
number of shares reported includes 16,666 shares underlying a currently
exercisable warrant. The foregoing information was derived from an
amendment to Schedule 13G filed with the SEC on February 7, 2005 and the
subscription and warrant agreements dated March 10, 2005 between the
Company and Banca del Gottardo.
(21) The address is One Financial Plaza, 120 South Sixth Street, Suite 100,
Minneapolis, Minnesota 55402. The foregoing information was derived from a
Schedule 13G filed with the SEC on February 4, 2005.
(22) Includes 2,379,100 shares of common stock issuable upon currently
exercisable options held by directors and officers and 502,400 shares of
common stock issuable upon options that may vest in the future held by
directors and officers (see notes 3, 6, 8, 10, 11, 12, 13, 14, 15, 16 and
17, above).
11
Equity Compensation Plan Information
The following table gives the information about the common stock of the
company that may be issued upon the exercise of options, warrants and rights
under all of our existing equity compensation plans as of December 31, 2004,
including the 1993 Stock Plan, the 2000 Performance Equity Plan and other
miscellaneous plans.
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under equity
be issued upon exercise exercise price of compensation plans (excluding
of outstanding options, outstanding options, securities
Plan Category warrants and rights warrants and rights reflected in column (a))
------------- ------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 5,363,202 $21.24 1,420,370
Equity compensation plans not
approved by security holders 115,000 $23.25 -0-
--------------------------- -------------------------------
Total 5,478,202 1,420,370
=========================== ===============================
The equity compensation plans reported upon in the above table that were
not approved by security holders include:
o Options to purchase 25,000 shares granted to two directors in March
1999 at exercise prices of $23.25 per share. These options are
vested and expire in March 2009.
o Options to purchase 100,000 shares granted to an employee in March
1999 at an exercise price of $23.25. These options vested over five
years, ending on May 26, 2004, and expire in May 2009. As of
December 31, 2004, options to purchase 90,000 shares were subject to
this agreement and 10,000 options have been exercised.
Item 13. 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 each of the years ended December 31, 2004 and
2003, we incurred approximately $298,900 in rental expense under the lease. We
believe that the terms of the lease are no less favorable to us than terms we
could have obtained from an unaffiliated third party.
On March 26, 2003, to raise additional working capital, we sold shares of
common stock for cash to Leucadia National Corporation, a then holder of greater
than 5% beneficial ownership of our common stock, at $3.91 per share for an
aggregate of $2,500,000, which per-share price was 80% of the ten-day weighted
average price per share ending on the day immediately prior to the sale.
Leucadia was also granted registration rights for the purchased shares and a
four-year pre-emptive right to acquire additional shares in certain
circumstances. As a condition to this purchase, members of the Parker family,
including Jeffrey L. Parker, our chief executive officer and chairman of the
board, Todd Parker, vice president and a director and Stacie Wilf, our corporate
secretary and a director, were required to purchase 495,050 shares of common
stock for cash at $5.05 per share for an aggregate of $2,500,000, which
per-share price was the five-day closing bid price average per share ending on
the day immediately prior to the sale. Each of these purchasers was granted
registration rights. The transactions were approved in advance by the audit
committee and the board of directors, with the interested parties abstaining.
12
Item 14. Principal Accountant Fees and Services
The firm of PricewaterhouseCoopers LLP acts as our principal accountants.
The following is a summary of fees paid to the principal accountants for
services rendered.
Audit Fees. For the years ended December 31, 2003 and December 31, 2004,
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 were approximately $173,900 and $560,300
respectively.
Audit Related Fees. For the years ended December 31, 2003 and December 31,
2004, there were no fees billed for professional services by our independent
auditors rendered in connection with audit related services.
Tax Services Fees. For the years ended December 31, 2003 and December 31,
2004, the aggregate fees billed for professional services rendered for tax
services by our independent auditors were approximately $800 and $0,
respectively.
All Other Fees. For the years ended December 31, 2003 and December 31,
2004, the aggregate fees billed for other professional services by our
independent auditors were approximately $0 and $1,500, respectively.
All the services discussed above were approved by our audit committee. The
audit committee pre-approves the services to be provided by its independent
auditors, including the scope of the annual audit and non-audit services to be
performed by the independent auditors and the independent auditors' audit and
non-audit fees. The audit committee also reviews and recommends to the board of
directors whether or not to approve transactions between the company and an
officer or director outside the ordinary course.
13
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------------------------------------------------------------------
3.1 Articles of Incorporation, as amended (incorporated by reference from
Exhibit 3.1 of Registration Statement No. 33-70588-A)
3.2 Amendment to Amended Articles of Incorporation dated March 6, 2000
(incorporated by reference from Exhibit 3.2 of Annual Report on Form
10-K for the year ended December 31, 1999)
3.3 Bylaws, as amended (incorporated by reference from Exhibit 3.2 of
Annual Report on Form 10-K for the year ended December 31, 1998)
3.4 Amendment to Certificate of Incorporation dated July 17, 2000
(incorporated by reference from Exhibit 3.1 of Quarterly Report on Form
10-Q for the quarter ended June 30, 2000)
4.1 Form of common stock certificate (incorporated by reference from
Exhibit 4.1 of Registration Statement No. 33-70588-A)
4.2 Purchase Option between the Registrant and Tyco Sigma Ltd. dated May
22, 2000 (incorporated by reference from Exhibit 4.1 of Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000)
4.3 Purchase Option between the Registrant and Leucadia National
Corporation dated May 22, 2000 (incorporated by reference from Exhibit
4.2 of Quarterly Report on Form 10-Q for the quarter ended June 30,
2000)
4.4 Purchase Option between the Registrant and David M. Cumming dated May
22, 2000 (incorporated by reference from Exhibit 4.3 of Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000)
4.5 Purchase Option between the Registrant and Peconic Fund Ltd. dated May
22, 2000 (incorporated by reference from Exhibit 4.4 of Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000)
4.6 Purchase Option between the Registrant and Texas Instruments, Inc.
dated March 8, 2001(incorporated by reference from exhibit 4.7 of
Annual Report on Form 10-K for the year ended December 31, 2000)
4.7 Form of Warrant between the Registrant and each of the investors in the
March 2005 private placement who are the Selling Shareholders *
10.1 Lease dated March 1, 1992 between the Registrant and Jeffrey Parker and
Barbara Parker for 8493 Baymeadows Way, Jacksonville, Florida
(incorporated by reference from Exhibit 10.1 of Registration Statement
No. 33-70588-A)
10.2 1993 Stock Plan, as amended (incorporated by reference from the
Company's Proxy Statement dated October 1, 1996)
10.3 Stock option agreement dated October 11, 1993 between the Registrant
and Jeffrey Parker (incorporated by reference from Exhibit 10.13 of
Registration Statement No.33-70588-A)
14
Exhibit
Number Description
------- -----------------------------------------------------------------------
10.4 First amendment to lease dated March 1, 1992 between the Registrant and
Jeffrey Parker and Barbara Parker for 8493 Baymeadows Way,
Jacksonville, Florida (incorporated by reference from Exhibit 10.21 of
Annual Report on Form 10-KSB for the year ended December 31, 1995)
10.5 Second amendment to lease dated March 1, 1992 between the Registrant
and Jeffrey Parker and Barbara Parker for 8493 Baymeadows Way,
Jacksonville, Florida (incorporated by reference from Exhibit 10.1 of
Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 1996)
10.6 Third amendment to lease dated March 1, 1992 between the Registrant and
Jeffrey Parker and Barbara Parker for 8493 Baymeadows Way,
Jacksonville, Florida (incorporated by reference from Exhibit 10.19 of
Annual Report on Form 10-KSB for the period ended December 31, 1996)
10.7 Fourth amendment to lease dated March 1, 1992 between the Registrant
and Jeffrey Parker and Barbara Parker for 8493 Baymeadows Way,
Jacksonville, Florida (incorporated by reference from Exhibit 10.8 of
the Annual Report on Form 10-K for the period ended December 31, 2001)
10.8 Subscription agreement between the Registrant and Tyco Sigma Ltd dated
May 22, 2000 (incorporated by reference from Exhibit 10.1 of Quarterly
Report on Form 10-Q for the period ended June 30, 2000)
10.10 Subscription agreement between the Registrant and Leucadia National
Corporation dated May 22, 2000 (incorporated by reference from Exhibit
10.2 of Quarterly Report on Form 10-Q for the period ended June 30,
2000)
10.11 Transfer and registration rights agreement between the Registrant and
Peconic Fund Ltd. dated May 22, 2000 (incorporated by reference from
Exhibit 10.3 of Quarterly Report on Form 10-Q for the period ended June
30, 2000)
10.12 Subscription agreement between the Registrant and Texas Instruments,
Inc. dated March 8, 2001 (incorporated by reference fro the Exhibit
10.16 of the Annual Report on Form 10-K for the period ended December
31, 2000)
10.13 Employment agreement dated September 7, 2000 between Jeffrey Parker and
Registrant (incorporated by reference from Exhibit 10.1 of Quarterly
Report on Form 10-Q for the period ended June 30. 2001)
15
Exhibit
Number Description
------- -----------------------------------------------------------------------
10.14 Stock option agreement dated September 7, 2000 between Jeffrey Parker
and Registrant (incorporated by reference from Exhibit 10.2 of
Quarterly Report on Form 10-Q for the period ended June 30. 2001)
10.15 Stock option agreement dated September 7, 2000 between Jeffrey Parker
and Registrant (incorporated by reference from Exhibit 10.3 of
Quarterly Report on Form 10-Q for the period ended June 30. 2001)
10.16 Employment agreement dated March 6, 2002 between David Sorrells and
Registrant (incorporated by reference from Exhibit 10.21 of Annual
Report on Form 10-K for the period ended December 31, 2001)
10.17 2000 Performance Equity Plan (incorporated by reference from Exhibit
10.11 of Registration Statement No. 333-43452)
10.18 Development and Foundry Agreement between Registrant and Texas
Instruments dated March 8, 2001 (incorporated by reference from Exhibit
10.3 of Registration Statement No. 333-110712)
10.19 Form of 2002 Indemnification Agreement for Directors and Officers
(incorporated by reference from Exhibit 10.1 of Quarterly Report on
Form 10-Q for the period ended September 30, 2002)
10.20 Subscription agreement between the Registrant and Leucadia National
Corporation dated March 26, 2003 (incorporated by reference from
Exhibit 10.24 of Annual Report on Form 10-K for the period ended
December 31, 2002)
10.21 Subscription agreement between the Registrant and Jeffrey Parker dated
March 26, 2003 (incorporated by reference from Exhibit 10.25 of Annual
Report on Form 10-K for the period ended December 31, 2002)
10.22 Subscription agreement between the Registrant and Barbara Parker dated
March 26, 2003 (incorporated by reference from Exhibit 10.26 of Annual
Report on Form 10-K for the period ended December 31, 2002)
10.23 Subscription agreement between the Registrant and Todd Parker dated
March 26, 2003 (incorporated by reference from Exhibit 10.27 of Annual
Report on Form 10-K for the period ended December 31, 2002)
10.24 Subscription agreement between the Registrant and Stacie Wilf dated
March 26, 2003 (incorporated by reference from Exhibit 10.28 of Annual
Report on Form 10-K for the period ended December 31, 2002)
16
Exhibit
Number Description
------- -----------------------------------------------------------------------
10.25 Subscription agreement between the Registrant and David Cumming dated
March 26, 2003 (incorporated by reference from Exhibit 10.29 of Annual
Report on Form 10-K for the period ended December 31, 2002)
10.26 Form of SkyCross, Inc. License Agreement dated September 3, 2003
(incorporated by reference from Exhibit 10.1 of Registration Statement
No. 333-108954)
10.27 Form of Stock Purchase Agreement with each of the investors in the
November 2003 private placement who are the Selling Stockholders
(incorporate by reference from Exhibit 10.1 of Registration Statement
No. 333-110712)
10.28 Asset Purchase Agreement and related ancillary agreements, dated as of
February 25, 2004, among the Company, Thomson and Thomson Licensing
(incorporated by reference from Exhibits 2.1, 10.1, 10.2, 10.3, 10.4,
10.4 and 10.6 of Current Report on Form 8-K for the event date of
February 25, 2004)
10.29 Form of Stock Purchase Agreement with each of the investors in the
March 2005 private placement who are the Selling Stockholders
(Previously filed with Form 10K for fiscal year ended December 31,
2004.)
22.1 Table of Subsidiaries(Previously filed with Form 10K for fiscal year
ended December 31, 2004.)
31.1 Rule 13a-14 and 15d-14 Certification of Jeffrey Parker*
31.2 Rule 13a-14 and 15d-14 Certification of Cynthia Poehlman*
32.1 Section 1350 Certification of Jeffrey Parker and Cynthia Poehlman*
* Filed herewith
(b) Reports on Form 8-K.
1. Form 8-K, dated November 19, 2004. Item 5.02 - Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers. Report of retirement of William Hightower, President of
ParkerVision, Inc.
17
Signatures
In accordance with Section 13 of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 2005
PARKERVISION, INC.
By: /s/ Jeffrey L. Parker
---------------------
Jeffrey L. Parker
Chief Executive Officer
18
Index to Exhibits
31.1 Rule 13a-14 and 15d-14 Certification of Jeffrey Parker
31.2 Rule 13a-14 and 15d-14 Certification of Cynthia Poehlman
32.1 Section 1350 Certification of Jeffrey Parker and Cynthia Poehlman
19