SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 3, 2006
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PARKERVISION, INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 0-22904 59-2971472
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
8493 Baymeadow Way, Jacksonville, Florida 32256
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (904) 737-1367
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2.02 -- Results of Operations and Financial Condition
On February 6, 2006, the Company issued a press release disclosing the
completion of the private placement disclosed in Item 3.02. The press release is
included as Exhibit 99.1 hereto.
Item 3.02 - Unregistered Sales of Equity Securities
On February 3, 2006, the Company sold an aggregate of 2,373,335 shares of
Common Stock, $.01 par value ("Common Stock"), and warrants ("Warrants") to
purchase up to an aggregate of 593,335 shares of common stock for aggregate
proceeds of $17.8 million. The total number of shares that are subject to this
offering represent 11.3 percent of the issued and outstanding shares of Common
Stock immediately prior to the offering. The Common Stock and Warrants were sold
under Section 4(2) of the Securities Act of 1933, as amended, on a private
placement basis, to domestic and foreign institutional and accredited investors
through two placement agents. The Company paid approximately $1.5 million in
commissions and expenses.
The Warrants are exerciseable at $8.50 per share at any time until
February 3, 2011. The Warrants may be redeemed by the Company after February 3,
2008, at $.01 per warrant, upon not less than ten and not more than twenty
trading days prior written notice of the date of redemption, provided that the
shares underlying the Warrants are registered for resale and the common stock
traded at a volume weighted average price equal to or greater than 200% of the
then exercise price for at least 15 trading days in the period of 20 consecutive
trading days ending not more than five trading days prior to the date of the
redemption notice. The holders may exercise the Warrants until the date of
redemption.
The Common Stock issued in the private offering and the Common Stock
underlying the Warrants will be registered by the Company for re-offer and
re-sale by the investors. The Company is committed to file the registration
statement within 50 days of closing and have it declared effective within 90
days of closing, or if reviewed by the Securities and Exchange Commission,
within 120 days of closing. If the Common Stock is not registered for resale
within those time periods, the Company will pay a liquidated damages amount of
one percent of the amount invested for each 30-day period (pro rated) until the
filing or effectiveness of the registration statement, up to a maximum of ten
percent. There is no liquidated damages payable in respect of the shares of
Common Stock underlying the Warrants if those shares are not registered.
The Company intends to use the proceeds of the private placement for
continued research and development, manufacturing and marketing and general
working capital purposes.
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Item 9.01 -- Financial Statement and Exhibits
10.1 Form of Subscription Agreement for Investors dated February 3, 2006.
10.2 Form of Warrant Agreement dated February 3, 2006.
10.3 List of investors for Subscription Agreement and Warrant.
99.1 Press release, dated February 6, 2006, announcing private placement.
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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: February 7, 2006 PARKERVISION, INC.
By: /s/ Jeffrey L. Parker
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Jeffrey L. Parker
Chief Executive Officer
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