SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 20, 2018
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|7915 Baymeadows Way, Jacksonville, Florida||32256|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
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|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
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 13(a) of the Exchange Act. [ ]
Item 1.01 — Entry into a Material Definitive Agreement.
The information set forth under Item 5.02 below is incorporated herein by reference.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective as of September 20, 2018, the Board of Directors (the “Board”) of ParkerVision, Inc. (the “Company”) passed a resolution to reduce the size of the Company’s Board from eight to five members.
In connection with the size reduction, the Board accepted the resignation of four directors, Mr. William Hightower (Class I director), Dr. Nam Suh (Class I director), Mr. Papken der Torossian (Class II director) and Mr. John Metcalf (Class III director). The resignation of the directors was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise.
The Board appointed Mr. Lewis H. Titterton as a Class I director to fill the vacancy resulting from the director resignations. The Board also appointed Mr. Titterton and Paul Rosenbaum to the Audit Committee.
On September 20, 2018, the Company issued a press release announcing the decrease in the size of the Company’s Board, the resignations of Messrs. Hightower, Suh, der Torossian and Metcalf, and the appointment of Mr. Titterton, a copy of which is filed herewith as Exhibit 99.1.
On September 24, 2018, the Board eliminated cash fees for Board and committee service from the Board compensation plan. Each independent Board member was awarded a grant of a nonqualified stock option for the purchase of up to 125,000 shares of the Company’s common stock, $0.01 par value, at an exercise price of $0.60 per share. The options were awarded under the Company’s 2011 Equity Performance Plan, vest in four equal quarterly increments, and expire on September 24, 2025.
On September 20, 2018, the Company entered into an indemnification agreement with Mr. Titterton. Pursuant to the indemnification agreement, the Company will indemnify, and advance expenses to, Mr. Titterton to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreement is qualified by reference to the full text of the agreement, a form of which is included at Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, and is incorporated by reference herein.
Item 9.01 — Financial Statements and Exhibits
99.1 Press release, dated September 20, 2018.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: September 25, 2018||PARKERVISION, INC.|
|By:||/s/ Cynthia Poehlman|
|Chief Financial Officer|
ParkerVision Announces Changes to Board of Directors
Jacksonville, Florida, September 20, 2018 -- ParkerVision, Inc. (OTCQB: PRKR), announced today that it has reduced the size of its Board of Directors from eight to five members. In connection with the restructuring, the Board accepted the resignation of four directors: Mr. William Hightower, Mr. John Metcalf, Dr. Nam Suh and Mr. Papken der Torossian. The Company had no disagreements with any of its parting directors.
Jeffrey Parker, CEO of ParkerVision stated, “The downsizing of our Board coincides with a narrowing of the Company’s business focus and will allow for closer collaboration between the Board and the executive management team. I greatly appreciate the contributions of each of our departing directors, and I know that each of them is looking forward to our future successes.”
Mr. Lewis (Lew) Titterton was appointed as a Class I director to fill a vacancy resulting from the board restructuring. Mr. Titterton has a strong background in technology with an emphasis in healthcare. He is the current Chairman of the Board of NYMED, Inc., a position he has held since 1989. Mr. Titterton also serves as the lead independent director for ITUS Corporation (“ITUS”), a Nasdaq biotech company where he served as Chairman of the Board from 2012 to 2016. He holds an BA degree from Cornell University and a MBA in Finance from the State University of New York.
Mr. Parker continued, “We are excited to add Lew, a prominent business leader, to our Board. Lew’s background in biotech provides him with a deep understanding of the unique challenges that parallel those of an innovative technology company. The depth and experience of our Board is enhanced by Lew’s background and extensive knowledge. We look forward to his contribution as we continue to build our international licensing program.”
ParkerVision, Inc. designs, develops and markets its proprietary radio-frequency (RF) technologies, which enable advanced wireless solutions for current and next generation communications networks. ParkerVision also develops and markets a family of products under the Milo® brand that leverages existing Wifi infrastructure to create more optimal Wifi configuration and superior coverage for small businesses and consumers. For more information please visit www.parkervision.com and www.milowifi.com. (PRKR-G)
Safe Harbor Statement
This press release contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s SEC reports, including the Form 10-K for the year ended December 31, 2017 and the Forms 10-Q for the quarters ended March 31, 2018 and June 30, 2018. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.
|Cindy Poehlman||Jean Marie Young|
|Chief Financial Officer||or||The Piacente Group|