2011 Long-Term Incentive Equity Plan, as Amended and Restated

As filed with the Securities and Exchange Commission on August 10, 2018

Registration No. 333-_______



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________



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 other jurisdiction of

(IRS Employer

 



incorporation or organization)

Identification Number)

 



7915 BAYMEADOWS WAY, SUITE 400

JACKSONVILLE, FLORIDA 32256

(Address of Principal Executive Offices)



PARKERVISION, INC. 2011 LONG-TERM INCENTIVE EQUITY PLAN

(Full title of the plan)



Jeffrey Parker, Chairman of the Board

ParkerVision, Inc.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

(904) 732-6100

(Name, address and telephone number, including area code, of agent for service)



with a copy to:



David Alan Miller, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue - 19th floor

New York, NY 10174-1901



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.





 

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)

 

Smaller reporting company



 

Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

 

 


 

CALCULATION OF REGISTRATION FEE





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Title of securities

to be registered

 

 

Amount to be

registered(1)

Proposed

maximum

offering price

per share

Proposed

maximum

aggregate

offering price

 

 

Amount of

registration fee

Common Stock, par value $0.01 per share

763,396 shares(2)

$0.65(2)

$496,207.40

61.78

Common Stock, par value $.01 per share

286,604 shares(3)

$1.98(3)

$567,475.92

$70.65

Total

 

 

 

$132.43



(1)

Pursuant to Rule 416, this registration statement also covers such additional securities that may be offered pursuant to the terms of the ParkerVision, Inc. 2011 Long-Term Incentive Equity Plan, as amended and restated, as a result of one or more adjustments under the plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.



(2)

Shares of common stock newly reserved under the ParkerVision, Inc. 2011 Long-Term Incentive Equity Plan, as amended and restated. Pursuant to Rule 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended, the proposed maximum offering price per share was calculated on the basis of the average of the high and low prices of our common stock as reported on the NASDAQ Capital Market on August 9, 2018.



(3)

Shares of common stock newly reserved under the ParkerVision 2011 Long-Term Incentive Equity Plan, as amended and restated, that are subject to outstanding options.  Pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended, the proposed maximum offering price per share was calculated based on the price at which the options may be exercised.

___________



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.

___________



 

 

 


 

EXPLANATORY NOTE

This Registration Statement is filed by ParkerVision, Inc. (the “Company”) to register additional securities issuable pursuant to the Company’s 2011 Long-Term Incentive Equity Plan, as amended and restated (the “Plan”), and consists of only those items required by General Instruction E to Form S-8. The Company hereby incorporates by reference into this Registration Statement the contents of the prior registration statements on Form S-8 relating to the Plan, filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2011 (File No. 333-178064), July 30, 2014 (File No. 333-197741), and November 14, 2016 (File No. 333-214596).



PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.          Plan Information.*

Item 2.          Registrant Information and Employee Plan Annual Information*

*   The information required by this Part I is omitted from this Registration Statement in accordance with rules and regulations under the Securities Act of 1933, as amended (“Securities Act”), and the Note to Part I of the Instructions to Form S-8.  The documents containing the information specified in this Part I will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act.  Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents that we have previously filed with the SEC are incorporated by reference in this registration statement:

·

our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (filed on March 29, 2018);

·

our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (filed on May 15, 2018);

·

our Current Reports on Form 8-K dated February 16, 2018 (filed on February 16, 2018), March 23, 2018 (filed March 23, 2018), March 26, 2018 (filed on March 27, 2018), April 4, 2018 (filed on April 5, 2018), April 9, 2018 (filed on April 13, 2018), April 26, 2018 (filed on April 27, 2018); June 12, 2018 (filed on June 14, 2018); and July 26, 2018 (filed on July 30, 2018);

·

Proxy Statement dated April 30, 2018, to be used in connection with the annual meeting of shareholders that will be held on June 12, 2018; and

 

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·

our Form 8-A declared effective on November 30, 1993, registering our common stock, under Section 12(g) of the Securities Exchange Act of 1934, as amended, and our Form 8-A effective on November 22, 2005, as amended on November 20, 2015, registering rights to purchase our Series E Preferred Stock, under Section 12(g) of the Securities Exchange Act of 1934, as amended.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the respective date of filing; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this registration statement. Any statement contained in a document incorporated by reference in this registration statement will be modified or superseded for all purposes to the extent that a statement contained in this registration statement or in any other subsequently filed document which is incorporated by reference modifies or replaces the statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this registration statement.

Item 5.Interests of Named Experts and Counsel.

Graubard Miller issued the opinion as to the legality of the shares of the Company’s common stock being registered pursuant to this registration statement. Graubard Miller owns shares of our common stock constituting less than 1% of our outstanding shares of common stock.



Item 8.Exhibits.

See the Exhibit Index, which is incorporated herein by reference.

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To 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 post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

4


 

(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-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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.

(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.

(h)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.



 

 

5


 

EXHIBIT INDEX



Exhibit No.

Description

4.1

ParkerVision, Inc. 2011 Long-Term Incentive Equity Plan, as Amended and Restated (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 13, 2017).

5.1

Opinion of Graubard Miller*

23.1

Consent of PricewaterhouseCoopers LLP*

23.2

Consent of Graubard Miller (included in Exhibit 5.1).

24.1

Power of Attorney (included on the signature page hereto)



*Filed herewith.



 

 

6


 

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 on 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 10th day of August, 2018.





 

 



PARKERVISION, INC.



 

 



 

 



By:

/s/ Jeffrey Parker



 

Jeffrey Parker, Chief Executive Officer and



 

Chairman of the Board



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey L. Parker and Cynthia L. Poehlman, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement, any and all amendments thereto (including post-effective amendments), and any amendments thereto and to file the same, with exhibits and schedules thereto, and other 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 necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.





 

 

Signature

Title

Date

 

 

 

By: /s/ Jeffrey L. Parker

Chief Executive Officer and

August 10, 2018

Jeffrey L. Parker

Chairman of the Board (Principal

 



Executive Officer)

 

 

 

 

By: /s/ Cynthia L. Poehlman

Chief Financial Officer and

August 10, 2018

Cynthia L. Poehlman

Corporate Secretary (Principal

 



Accounting Officer)

 

 

 

 

By: /s/ William A. Hightower

Director

August 10, 2018

William A. Hightower

 

 

 

 

 

By: /s/ John Metcalf

Director

August 10, 2018

John Metcalf

 

 

 

 

 

By: /s/ Frank N. Newman

Director

August 10, 2018

Frank N. Newman

 

 





 

 

 

7


 

By: /s/ Paul A. Rosenbaum

Director

August 10, 2018

Paul A. Rosenbaum

 

 

 

 

 

By: /s/ Robert G. Sterne

Director

August 10, 2018

Robert G. Sterne

 

 

 

 

 

By: /s/ Nam P. Suh

Director

August 10, 2018

Nam P. Suh

 

 

 

 

 

By: /s/ Papken S. der Torossian

Director

August 10, 2018

Papken S. der Torossian

 

 





 

8


Exihibit 51 - Opinion of Graubard Miller

EXHIBIT 5.1



Graubard Miller

405 Lexington Avenue

New York, New York 10174



August 10, 2018



ParkerVision, Inc.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256



Ladies and Gentlemen:



Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) filed by ParkerVision, Inc. (“Company”), a Florida corporation, under the Securities Act of 1933, as amended (the “Act”), with respect to an aggregate of 1,050,000 additional shares of common stock, par value $.01 per share (“Common Stock”), to be offered by the Company under the ParkerVision, Inc. 2011 Long-Term Incentive Equity Plan, as amended and restated (the “Plan”).

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company. We have also assumed that in granting future awards under the Plan, the Board of Directors of the Company or the appropriate committee thereunder will exercise its discretion in establishing the terms of such awards in accordance with the terms of the Plan and within the permissible limits of the law of the State of Florida and the articles of incorporation and by-laws of the Company, as amended or restated from time to time.

 

Based upon and subject to the foregoing, it is our opinion that the Common Stock to be issued by the Company under the Plan, when sold in accordance with the terms of the Plan and the individual instruments or agreements governing their issuance, will be legally issued, fully paid and nonassessable.

 

In giving this opinion, we have assumed that, prior to the issuance of the shares of the Company’s Common Stock, (a) all certificates for such shares will be duly executed on behalf of the Company by the Company’s transfer agent and registered by the Company's registrar, if necessary, and will conform, except as to denominations, to specimens which we have examined, or (b) all book-entries for such shares will be duly made by the Company’s transfer agent in the name of The Depository Trust Company or its nominee.

 


 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

 

Very truly yours,

 

 

 

/s/ Graubard Miller


Exhibit 231 - Consent of PriceWaterhouseCoopers LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ParkerVision, Inc. of our report dated March 29, 2018 relating to the financial statements and financial statement schedule, which appears in ParkerVision, Inc.'s Annual Report on Form 10‑K for the year ended December 31, 2017



/s/PricewaterhouseCoopers LLP

Certified Public Accountants
Jacksonville, Florida
August 10, 2018