Form 8-K filed October 30, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________



FORM 8-K

CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): October 30, 2018



PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)





 

 

Florida

000-22904

59-2971472

(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)



(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)



Not Applicable

(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)

 

 

  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

  

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.   

 

1


 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 30, 2018, the shareholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation to increase the number of authorized shares of common stock from 40,000,000 to 75,000,000.   The board of directors of the Company approved the amendment on September 20, 2018. The amendment is more fully described on pages 5 to 7 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 1, 2018, which description is incorporated herein by reference.



Articles of amendment to the Company’s amended and restated articles of incorporation setting forth the amendment were filed with the Department of State of the State of Florida on October 30, 2018, and the amendment became effective on such date.



The foregoing summary of the material terms and conditions of the articles of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the articles of amendment, which are included as Exhibit 3.1 to this report and are incorporated herein by reference.



Item 5.07.Submission of Matters to a Vote of Security Holders.

 

The Company held a special meeting of shareholders (the “Special Meeting”) on October 30, 2018. At the Special Meeting, the Company’s shareholders considered a proposal to approve an amendment to the amended and restated articles of incorporation of the Company to increase the number of authorized shares of common stock from 40,000,000 to 75,000,000.



The shareholders approved an amendment to the amended and restated articles of incorporation of the Company to increase the number of authorized shares of common stock from 40,000,000 to 75,000,000.  The following is a tabulation of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes.





 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

19,235,369

 

1,487,918

 

57,866

 

0







Item 9.01.Financial Statements and Exhibits.



(d)     Exhibits:



 

 

Exhibit No.  

Description  



 

3.1

Articles of Amendment to Amended and Restated Articles of Incorporation dated October 30, 2018

 

2


 

SIGNATURE



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: October 30, 2018

 

 



 

PARKERVISION, INC.



 

 



 

By /s/ Cynthia Poehlman



 

Cynthia Poehlman



 

Chief Financial Officer



 

3


Exhibit 31 - Articles of Amendment

ARTICLES OF AMENDMENT

TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PARKERVISION, INC.

__________________________________



Pursuant to Section 607.1006 of the

Florida 1989 Business Corporation Law

__________________________________



FIRST:  The name of the Corporation is ParkerVision, Inc.



SECOND:  This amendment to the Amended and Restated Articles of Incorporation of the Corporation was approved and adopted, as prescribed by Section 607.1003 of the Florida 1989 Business Corporation Act, by the Board of Directors at a meeting held September 20, 2018 and by the holders of the common stock of the Corporation at a meeting held on October 30, 2018. The number of votes cast for the amendment by the shareholders was sufficient for approval. Only the holders of common stock were entitled to vote on the amendment.



THIRD:  This amendment is to be effective immediately upon filing.



FOURTH:  Article IV of the Amended and Restated Articles of Incorporation of the Corporation is further amended by deleting the first paragraph of Article IV, Section 4.1, and in its place substituting the following:



Section 4.1   Authorized Capital.  The number of shares of stock which this corporation is authorized to issue shall be 90,000,000 shares, of which 75,000,000 shares shall be voting Common Stock having a par value of $0.01 and 15,000,000 shares shall be Preferred Stock having a par value of $1.00 per share.



IN WITNESS WHEREOF, we have executed this amendment to the Articles of Incorporation, as amended, this 30th day of October 2018.



PARKERVISION, INC.





 

By:

/s/Jeffrey L. Parker



Jeffrey L. Parker



Chairman of the Board



   



 

By:

/s/Cynthia Poehlman



Cynthia Poehlman



Secretary