(Mark
One)
|
(X) |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR
|
15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
|
( ) |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR
|
15(d)
OF THE SECURITIES ACT OF 1934
|
|
For
the transition period from to
|
Florida
|
59-2971472
|
(State
of Incorporation)
|
(I.R.S.
Employer ID No.)
|
Title of Each Class
|
Name of Each Exchange on Which
Registered
|
|
Common
Stock, $.01 par value
|
The
Nasdaq Global Market
|
|
Common
Stock Rights
|
The
Nasdaq Global Market
|
Large
accelerated filer ( )
|
Accelerated
filer (X)
|
|
Non-accelerated
filer ( )
|
Smaller
reporting company ( )
|
|
(Do
not check if a smaller reporting company)
|
INTRODUCTORY
NOTE
|
4
|
|
PART
I
|
||
Item
1.
|
Business
|
4
|
Item
1A.
|
Risk
Factors
|
8
|
Item
1B.
|
Unresolved
Staff Comments
|
11
|
Item
2.
|
Properties
|
11
|
Item
3.
|
Legal
Proceedings
|
11
|
Item
4.
|
Reserved
|
11 |
PART
II
|
||
Item
5.
|
Market
for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
12
|
Item
6.
|
Selected
Financial Data
|
13
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
14
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Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
21
|
Item
8.
|
Consolidated
Financial Statements and Supplementary Data
|
22
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
44
|
Item
9A.
|
Controls
and Procedures
|
44
|
Item
9B.
|
Other
Information
|
45
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
45
|
Item
11.
|
Executive
Compensation
|
49
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
62
|
Item
13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
64
|
Item
14.
|
Principal
Accountant Fees and Services
|
65
|
PART
IV
|
||
Item
15.
|
Exhibits,
Financial Statement Schedule and Reports on Form 8-K
|
66
|
SIGNATURES
|
70
|
|
SCHEDULE
|
71
|
|
EXHIBIT
INDEX
|
72
|
2009
|
2008
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
Quarter
ended March 31
|
$ | 3.22 | $ | 1.55 | $ | 16.12 | $ | 4.80 | ||||||||
Quarter
ended June 30
|
4.00 | 1.68 | 12.35 | 7.40 | ||||||||||||
Quarter
ended September 30
|
4.90 | 2.55 | 13.69 | 8.35 | ||||||||||||
Quarter
ended December 31
|
4.10 | 1.41 | 10.99 | 2.00 |
12/04
|
12/05
|
12/06
|
12/07
|
12/08
|
12/09
|
||
ParkerVision,
Inc.
|
100.00
|
102.25
|
125.28
|
177.75
|
27.75
|
20.56
|
|
NASDAQ
Composite
|
100.00
|
101.33
|
114.01
|
123.71
|
73.11
|
105.61
|
|
NASDAQ
Telecommunications
|
100.00
|
91.66
|
119.67
|
132.55
|
77.09
|
107.17
|
|
NASDAQ
Electronic Components
|
100.00
|
107.81
|
101.44
|
116.92
|
59.73
|
97.30
|
For
the years ended December 31,
|
||||||||||||||||||||
(in
thousands, except per share amounts)
|
2009
|
2008
|
2007
|
2006
|
2005
|
|||||||||||||||
Consolidated
Statement of Operations Data:
|
||||||||||||||||||||
Revenues,
net
|
$ | 64 | $ | 0 | $ | 284 | $ | 0 | $ | 996 | ||||||||||
Gross
margin
|
10 | 0 | 32 | 0 | (2,041 | ) | ||||||||||||||
Operating
expenses
|
21,559 | 23,432 | 19,122 | 16,866 | 21,362 | |||||||||||||||
Total
interest and other income
|
20 | 358 | 876 | 1,051 | 304 | |||||||||||||||
Net
loss from continuing operations
|
(21,530 | ) | (23,074 | ) | (18,213 | ) | (15,816 | ) | (23,099 | ) | ||||||||||
Basic
and diluted net loss per common share from continuing
operations
|
(0.65 | ) | (0.88 | ) | (0.74 | ) | (0.68 | ) | (1.14 | ) | ||||||||||
Consolidated
Balance Sheet Data:
|
||||||||||||||||||||
Total
assets
|
$ | 25,545 | $ | 17,976 | $ | 26,577 | $ | 26,675 | $ | 23,832 | ||||||||||
Long
term obligations
|
155 | 238 | 344 | 433 | 5 | |||||||||||||||
Shareholders’
equity
|
23,883 | 16,110 | 24,414 | 25,183 | 22,400 | |||||||||||||||
Working
capital
|
12,577 | 4,043 | 12,611 | 13,313 | 10,833 |
Payments
due by period
|
Contractual
Obligations:
|
Total
|
1
year
or
less
|
2-3
Years
|
4 -
5
years
|
After
5
years
|
|||||||||||||||
Capital
leases
|
$ | 60,000 | $ | 23,000 | $ | 37,000 | $ | 0 | $ | 0 | ||||||||||
Operating
leases
|
833,000 | 582,000 | 251,000 | 0 | 0 |
Page
|
|
REPORT
OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
|
23
|
CONSOLIDATED
FINANCIAL STATEMENTS:
|
|
Consolidated
Balance Sheets - December 31, 2009 and 2008
|
24
|
Consolidated
Statements of Operations - for the years ended December 31, 2009, 2008 and
2007
|
25
|
Consolidated
Statements of Shareholders’ Equity - for the years ended December 31,
2009, 2008 and 2007
|
26
|
Consolidated
Statements of Cash Flows - for the years ended December 31, 2009, 2008 and
2007
|
27
|
Notes
to Consolidated Financial Statements - December 31, 2009, 2008 and
2007
|
28
|
FINANCIAL
STATEMENT SCHEDULE:
|
|
Schedule
II – Valuation and Qualifying Accounts
|
71
|
Schedules
other than those listed have been omitted since they are either not
required, not applicable or the information is otherwise
included.
|
2009
|
2008
|
|||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 13,490,612 | $ | 4,814,659 | ||||
Accounts
receivable
|
101,305 | 0 | ||||||
Prepaid
expenses and other
|
493,157 | 855,253 | ||||||
Total
current assets
|
14,085,074 | 5,669,912 | ||||||
PROPERTY
AND EQUIPMENT, net
|
835,963 | 1,376,582 | ||||||
INTANGIBLE
ASSETS, net
|
10,078,439 | 10,398,521 | ||||||
OTHER
ASSETS
|
545,945 | 530,884 | ||||||
Total
assets
|
$ | 25,545,421 | $ | 17,975,899 | ||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$ | 264,059 | $ | 811,381 | ||||
Accrued expenses: | ||||||||
Salaries
and wages
|
269,630 | 265,117 | ||||||
Professional
fees
|
749,864 | 277,422 | ||||||
Other
accrued expenses
|
60,014 | 168,847 | ||||||
Deferred
rent, current portion
|
113,282 | 104,458 | ||||||
Deferred
revenue
|
50,733 | 0 | ||||||
Total
current liabilities
|
1,507,582 | 1,627,225 | ||||||
LONG
TERM LIABILITIES
|
||||||||
Capital
lease, net of current portion
|
37,495 | 0 | ||||||
Deferred
rent, net of current portion
|
117,038 | 238,470 | ||||||
Total
long term liabilities
|
154,533 | 238,470 | ||||||
Total
liabilities
|
1,662,115 | 1,865,695 | ||||||
COMMITMENTS
AND CONTINGENCIES (Notes
8, 9 and 11)
|
||||||||
SHAREHOLDERS'
EQUITY:
|
||||||||
Common
stock, $.01 par value, 100,000,000 shares authorized,
41,160,335 and 26,716,080 shares issued
and outstanding at December 31, 2009 and 2008,
respectively
|
411,603 | 267,161 | ||||||
Warrants
outstanding
|
17,767,663 | 17,335,777 | ||||||
Additional
paid-in capital
|
217,919,771 | 189,193,386 | ||||||
Accumulated
deficit
|
(212,215,731 | ) | (190,686,120 | ) | ||||
Total
shareholders' equity
|
23,883,306 | 16,110,204 | ||||||
Total
liabilities and shareholders' equity
|
$ | 25,545,421 | $ | 17,975,899 | ||||
2009
|
2008
|
2007
|
||||||||||
Engineering
services revenue
|
$ | 64,412 | $ | 0 | $ | 283,675 | ||||||
Cost
of sales
|
54,440 | 0 | 251,314 | |||||||||
Gross
margin
|
9,972 | 0 | 32,361 | |||||||||
Research
and development expenses
|
13,504,799 | 14,618,903 | 10,700,181 | |||||||||
Marketing
and selling expenses
|
2,092,148 | 2,594,010 | 2,692,887 | |||||||||
General
and administrative expenses
|
5,962,309 | 6,219,188 | 5,729,136 | |||||||||
Total
operating expenses
|
21,559,256 | 23,432,101 | 19,122,204 | |||||||||
Interest
and other income
|
36,085 | 358,204 | 876,421 | |||||||||
Interest
expense
|
(16,412 | ) | 0 | 0 | ||||||||
Total
interest and other income
|
19,673 | 358,204 | 876,421 | |||||||||
Net
loss
|
$ | (21,529,611 | ) | $ | (23,073,897 | ) | $ | (18,213,422 | ) | |||
Basic
and diluted net loss per common share
|
$ | (0.65 | ) | $ | (0.88 | ) | $ | (0.74 | ) | |||
2009
|
2008
|
2007
|
||||||||||
Common
shares – beginning of year
|
26,716,080 | 25,182,892 | 23,387,566 | |||||||||
Issuance
of common stock upon exercise of options and
warrants
|
20,000 | 185,143 | 802,885 | |||||||||
Issuance
of common stock in public and private offerings
|
14,244,963 | 1,240,199 | 992,441 | |||||||||
Share-based
compensation
|
179,292 | 107,846 | 0 | |||||||||
Common
shares – end of year
|
41,160,335 | 26,716,080 | 25,182,892 | |||||||||
Par
value of common stock – beginning of year
|
$ | 267,161 | $ | 251,829 | $ | 233,876 | ||||||
Issuance
of common stock upon exercise of options and
warrants
|
200 | 1,852 | 8,029 | |||||||||
Issuance
of common stock in public and private offerings
|
142,449 | 12,402 | 9,924 | |||||||||
Share-based
compensation
|
1,793 | 1,078 | 0 | |||||||||
Par
value of common stock – end of year
|
$ | 411,603 | $ | 267,161 | $ | 251,829 | ||||||
Warrants
outstanding – beginning of year
|
$ | 17,335,777 | $ | 17,492,097 | $ | 20,290,878 | ||||||
Exercise
of warrants
|
(21,000 | ) | (156,320 | ) | (2,798,781 | ) | ||||||
Issuance
of warrants in connection with public offering
|
452,886 | 0 | 0 | |||||||||
Warrants
outstanding – end of year
|
$ | 17,767,663 | $ | 17,335,777 | $ | 17,492,097 | ||||||
Additional
paid-in capital – beginning of year
|
$ | 189,193,386 | $ | 174,282,736 | $ | 154,056,663 | ||||||
Issuance
of common stock upon exercise of options and
warrants
|
58,300 | 1,561,857 | 9,534,984 | |||||||||
Issuance
of common stock in public and private offerings
|
23,676,222 | 8,921,299 | 8,390,324 | |||||||||
Share-based
compensation
|
4,991,863 | 4,427,494 | 2,300,765 | |||||||||
Additional
paid-in capital – end of year
|
$ | 217,919,771 | $ | 189,193,386 | $ | 174,282,736 | ||||||
Accumulated
deficit – beginning of year
|
$ | (190,686,120 | ) | $ | (167,612,223 | ) | $ | (149,398,801 | ) | |||
Net
loss
|
(21,529,611 | ) | (23,073,897 | ) | (18,213,422 | ) | ||||||
Accumulated
deficit – end of year
|
$ | (212,215,731 | ) | $ | (190,686,120 | ) | $ | (167,612,223 | ) | |||
Total
shareholders’ equity – beginning of year
|
$ | 16,110,204 | $ | 24,414,439 | $ | 25,182,616 | ||||||
Issuance
of common stock upon exercise of options and
warrants
|
37,500 | 1,407,389 | 6,744,232 | |||||||||
Issuance
of common stock and warrants in private and
public offerings
|
24,271,557 | 8,933,701 | 8,400,248 | |||||||||
Share-based
compensation
|
4,993,656 | 4,428,572 | 2,300,765 | |||||||||
Net
loss
|
(21,529,611 | ) | (23,073,897 | ) | (18,213,422 | ) | ||||||
Total
shareholders’ equity – end of year
|
$ | 23,883,306 | $ | 16,110,204 | $ | 24,414,439 | ||||||
2009
|
2008
|
2007
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (21,529,611 | ) | $ | (23,073,897 | ) | $ | (18,213,422 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
and amortization
|
1,741,199 | 1,620,550 | 1,649,014 | |||||||||
Share-based
compensation
|
4,993,656 | 4,243,494 | 2,327,522 | |||||||||
Impairment
loss on asset held for sale
|
0 | 30,700 | 0 | |||||||||
(Gain)
loss on sale of equipment and other assets
|
(1,332 | ) | 24,756 | 17,860 | ||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
(101,305 | ) | 0 | 0 | ||||||||
Prepaid
and other assets
|
347,035 | 115,986 | 8,212 | |||||||||
Accounts
payable and accrued expenses
|
(201,851 | ) | 43,093 | 750,663 | ||||||||
Deferred
rent
|
(112,608 | ) | (96,710 | ) | (81,276 | ) | ||||||
Deferred
revenue
|
50,733 | 0 | 0 | |||||||||
Total
adjustments
|
6,715,527 | 5,981,869 | 4,671,995 | |||||||||
Net
cash used in operating activities
|
(14,814,084 | ) | (17,092,028 | ) | (13,541,427 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase
of property and equipment
|
(74,878 | ) | (141,521 | ) | (469,916 | ) | ||||||
Purchase
of licenses
|
(100,000 | ) | (694,000 | ) | 0 | |||||||
Payment
for patent costs
|
(818,369 | ) | (941,986 | ) | (957,833 | ) | ||||||
Proceeds
from sale of property and equipment
|
185,977 | 0 | 0 | |||||||||
Net
cash used in investing activities
|
(807,270 | ) | (1,777,507 | ) | (1,427,749 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Net
proceeds from issuance of common stock in public
and private offerings
|
24,271,557 | 8,933,701 | 8,400,248 | |||||||||
Proceeds from exercise of options and warrants
|
37,500 | 1,349,661 | 6,744,232 | |||||||||
Principal payments on capital lease obligation
|
(11,750 | ) | 0 | 0 | ||||||||
Net
cash provided by financing activities
|
24,297,307 | 10,283,362 | 15,144,480 | |||||||||
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
8,675,953 | (8,586,173 | ) | 175,304 | ||||||||
CASH
AND CASH EQUIVALENTS, beginning of year
|
4,814,659 | 13,400,832 | 13,225,528 | |||||||||
CASH
AND CASH EQUIVALENTS, end of year
|
$ | 13,490,612 | $ | 4,814,659 | $ | 13,400,832 | ||||||
Manufacturing
and office equipment
|
5-7
years
|
|
Leasehold
improvements
|
Remaining
life of lease
|
|
Aircraft
|
20
years
|
|
Furniture
and fixtures
|
7
years
|
|
Computer
equipment and software
|
3-5
years
|
2009
|
2008
|
|||||||
Prepaid
insurance
|
$ | 363,036 | $ | 425,771 | ||||
Other
prepaid expenses
|
126,109 | 424,020 | ||||||
Other
current assets
|
4,012 | 5,462 | ||||||
$ | 493,157 | $ | 855,253 | |||||
2009
|
2008
|
|||||||
Equipment
and software
|
$ | 8,506,363 | $ | 8,697,497 | ||||
Leasehold
improvements
|
779,343 | 779,343 | ||||||
Aircraft
(held for sale)
|
0 | 200,550 | ||||||
Furniture
and fixtures
|
494,561 | 494,561 | ||||||
9,780,267 | 10,171,951 | |||||||
Less
accumulated depreciation and amortization
|
(8,944,304 | ) | (8,795,369 | ) | ||||
$ | 835,963 | $ | 1,376,582 | |||||
2009
|
||||||||||||
Gross
Carrying Amount
|
Accumulated
Amortization
|
Net
Value
|
||||||||||
Patents
and copyrights
|
$ | 16,109,140 | $ | 6,351,237 | $ | 9,757,903 | ||||||
Prepaid
licensing fees
|
794,000 | 473,464 | 320,536 | |||||||||
$ | 16,903,140 | $ | 6,824,701 | $ | 10,078,439 |
2008 | ||||||||||||
Gross
Carrying Amount
|
Accumulated
Amortization
|
Net
Value
|
||||||||||
Patents
and copyrights
|
$ | 15,290,771 | $ | 5,414,668 | $ | 9,876,103 | ||||||
Prepaid
licensing fees
|
1,399,000 | 876,582 | 522,418 | |||||||||
$ | 16,689,771 | $ | 6,291,250 | $ | 10,398,521 | |||||||
Amortization
Expense
|
|||||||||||||||
Weighted
average estimated life
(in
years)
|
2009
|
2008
|
2007
|
||||||||||||
Patents
and copyrights
|
17 | $ | 936,569 | $ | 886,849 | $ | 831,788 | ||||||||
Prepaid
licensing fees
|
2 | 301,882 | 171,582 | 98,750 | |||||||||||
Total amortization
|
$ | 1,238,451 | $ | 1,058,431 | $ | 930,538 | |||||||||
2010
|
$1,237,407
|
|
2011
|
966,186
|
|
2012
|
916,558
|
|
2013
|
888,082
|
|
2014
|
865,609
|
|
2015
and thereafter
|
5,204,597
|
2009
|
2008
|
2007
|
||||||||||
Tax
benefit at statutory rate
|
$ | (7,320,067 | ) | $ | (7,845,125 | ) | $ | (6,192,563 | ) | |||
State
tax benefit
|
(753,536 | ) | (807,586 | ) | (637,470 | ) | ||||||
Increase
in valuation allowance
|
8,216,530 | 6,707,907 | 6,276,369 | |||||||||
Research
and development credit
|
(375,401 | ) | 1,782,165 | 118,540 | ||||||||
Other
|
232,474 | 162,639 | 435,124 | |||||||||
$ | 0 | $ | 0 | $ | 0 | |||||||
2009
|
2008
|
|||||||
Gross
deferred tax assets:
|
||||||||
Net
operating loss carryforward
|
$ | 73,496,231 | $ | 68,465,225 | ||||
Research
and development credit
|
7,041,183 | 6,739,863 | ||||||
Patents
and other
|
1,466,849 | 1,285,415 | ||||||
Stock
compensation
|
2,895,368 | 2,066,316 | ||||||
Deferred
revenue
|
19,025 | 0 | ||||||
Accrued
liabilities
|
70,854 | 65,612 | ||||||
84,989,510 | 78,622,431 | |||||||
Less
valuation allowance
|
(84,972,698 | ) | (78,549,679 | ) | ||||
16,812 | 72,752 | |||||||
Gross
deferred tax liabilities:
|
||||||||
Fixed
assets
|
16,812 | 72,752 | ||||||
|
16,812 | 72,752 | ||||||
Net
deferred tax asset
|
$ | 0 | $ | 0 | ||||
For
the years ended December 31,
|
||||||||||||
|
2009
|
2008
|
2007
|
|||||||||
Unrecognized
tax benefits – beginning of year
|
$ | 1,369,614 | $ | 2,629,296 | $ | 1,841,995 | ||||||
Gross
increases – tax positions in prior period
|
0 | 3,192,339 | 787,301 | |||||||||
Gross
decrease – current period tax positions
|
0 | 0 | 0 | |||||||||
Change
in Estimate
|
0 | (4,452,021 | ) | 0 | ||||||||
Lapse
of statute of limitations
|
0 | 0 | 0 | |||||||||
Unrecognized
tax benefits – end of year
|
$ | 1,369,614 | $ | 1,369,614 | $ | 2,629,296 | ||||||
Year
ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Cost
of sales
|
$ | 0 | $ | 0 | $ | 20,627 | ||||||
Research
and development expense
|
1,967,780 | 1,695,265 | 701,042 | |||||||||
Sales
and marketing expense
|
576,539 | 543,083 | 423,675 | |||||||||
General
and administrative expense
|
2,449,337 | 2,005,146 | 1,182,178 | |||||||||
Total share-based expense | $ | 4,993,656 | $ | 4,243,494 | $ | 2,327,522 | ||||||
Non-vested
Shares
|
||||||||
Shares
|
Weighted-Average
Grant-Date
Fair
Value
|
|||||||
Non-vested
at January 1, 2009
|
619,767 | $ | 10.80 | |||||
Granted
|
17,500 | 3.93 | ||||||
Vested
|
(164,207 | ) | 10.68 | |||||
Forfeited
|
(9,200 | ) | 10.13 | |||||
Non-vested
at December 31, 2009
|
463,860 | 10.60 | ||||||
Shares
|
Weighted-Average
Exercise
Price
|
Weighted-Average
Remaining Contractual Term
|
Aggregate
Intrinsic
Value ($) |
|||||||||||||
Outstanding
at beginning of year
|
3,726,520 | $ | 18.61 | |||||||||||||
Granted
|
534,850 | $ | 3.04 | |||||||||||||
Exercised
|
0 | - | ||||||||||||||
Forfeited
|
(401,274 | ) | $ | 39.09 | ||||||||||||
Expired
|
(81,114 | ) | $ | 19.73 | ||||||||||||
Outstanding
at end of year
|
3,778,982 | $ | 14.20 | 3.46 | $ | 2,000 | ||||||||||
Exercisable
at end of year
|
3,413,584 | $ | 15.17 | 3.19 | $ | 2,000 | ||||||||||
Year
ended December 31,
|
|||||
2009
|
2008
|
2007
|
|||
Expected
option term 1
|
3
to 5.5 years
|
4
to 7 years
|
4
to 7 years
|
||
Expected
volatility factor 2
|
85.0%
to 91.1%
|
66.4%
to 70.9%
|
65.8%
to 74.0%
|
||
Risk-free
interest rate 3
|
1.3%
to 2.5%
|
1.5%
to 3.7%
|
3.6%
to 5.0%
|
||
Expected
annual dividend yield
|
0%
|
0%
|
0%
|
||
1
|
The
expected term was determined based on historical activity for grants with
similar terms and for similar groups of employees and represents the
period of time that options are expected to be outstanding. For
employee options, groups of employees with similar historical exercise
behavior are considered separately for valuation
purposes. For directors and named executive officers, the
contractual term is used as the expected term based on historical
behavior.
|
2
|
The
stock volatility for each grant is measured using the weighted average of
historical daily price changes of our common stock over the most recent
period equal to the expected option life of the
grant.
|
3
|
The
risk-free interest rate for periods equal to the expected term of the
share option is based on the U.S. Treasury yield curve in effect at the
time of the grant.
|
Shares
|
Weighted-Average
Exercise
Price
|
Weighted-Average
Remaining Contractual Term
|
Aggregate
Intrinsic
Value ($) |
||||||||||
Outstanding
at beginning of year
|
1,893,819 | $ | 31.21 | ||||||||||
Granted
|
481,320 | 2.02 | |||||||||||
Exercised
|
(20,000 | ) | 1.88 | $ | 21,700 | ||||||||
Forfeited
|
0 | - | |||||||||||
Expired
|
(115,000 | ) | 23.15 | ||||||||||
Outstanding
at end of year
|
2,240,139 | $ | 25.61 |
2.02
years
|
$ | 0 | |||||||
Exercisable
at end of year
|
2,215,139 | $ | 25.86 |
1.99
years
|
$ | 0 | |||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||||||
Range
of
Exercise Prices
|
Number
Outstanding at December 31,
2009 |
Wtd.
Avg. Exercise Price
|
Wtd.
Avg. Remaining Contractual Life
|
Number
Exercisable at December 31, 2009
|
Wtd.
Avg. Exercise Price
|
Wtd.
Avg. Remaining Contractual Life
|
||||||||||||||||||||
$1.63 - $2.98 | 521,320 | $ | 2.08 | 4.56 | 467,989 | $ | 1.98 | 4.35 | ||||||||||||||||||
$2.99 - $4.66 | 542,640 | 3.31 | 6.02 | 300,515 | 3.42 | 5.83 | ||||||||||||||||||||
$4.67 - $7.08 | 538,960 | 5.73 | 3.91 | 528,960 | 5.70 | 3.89 | ||||||||||||||||||||
$7.25 - $10.98 | 1,865,435 | 8.97 | 2.65 | 1,832,218 | 8.94 | 2.62 | ||||||||||||||||||||
$11.10 - $17.50 | 264,865 | 12.46 | 4.35 | 213,140 | 12.58 | 4.16 | ||||||||||||||||||||
$18.94 - $29.96 | 824,217 | 23.61 | 1.48 | 824,217 | 23.61 | 1.48 | ||||||||||||||||||||
$31.00 - $48.00 | 932,209 | 38.18 | 1.50 | 932,209 | 38.18 | 1.50 | ||||||||||||||||||||
$56.66 - $56.66 | 529,475 | 56.66 | 2.14 | 529,475 | 56.66 | 2.14 | ||||||||||||||||||||
6,019,121 | 18.45 | 2.92 | 5,628,723 | 19.38 | 2.72 | |||||||||||||||||||||
Contractual
Obligations:
|
2010
|
2011
|
Total
|
|||||||||
Capital
leases
|
$ | 23,000 | $ | 37,000 | $ | 60,000 | ||||||
Operating
leases
|
582,000 | 251,000 | 833,000 |
Fair
Value Measurements Using
|
||||||||||||||||
Money
market securities value at
|
Quoted
prices in Active Markets (Level 1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
|||||||||||||
December
31, 2009
|
$ | 11,402,000 | $ | 11,402,000 | - | - | ||||||||||
December
31, 2008
|
4,584,000 | 4,584,000 | - | - | ||||||||||||
For
the three months ended
|
For
the year ended
|
|||||||||||||||||||
March
31,
2009 |
June
30,
2009
|
September
30, 2009
|
December
31, 2009
|
December
31,
2009
|
||||||||||||||||
Revenues
|
$ | 0 | $ | 0 | $ | 0 | $ | 64 | $ | 64 | ||||||||||
Gross
margin
|
0 | 0 | 0 | 10 | 10 | |||||||||||||||
Net
loss
|
(5,142 | ) | (5,757 | ) | (5,746 | ) | (4,885 | ) | (21,530 | ) | ||||||||||
Basic
and diluted net loss per
common share
|
$ | (0.18 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.13 | ) | $ | (0.65 | ) | |||||
For
the three months ended
|
For
the year ended
|
|||||||||||||||||||
March
31,
2008 |
June
30,
2008
|
September
30, 2008
|
December
31, 2008
|
December
31,
2008
|
||||||||||||||||
Revenues
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
Gross
margin
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Net
loss
|
(4,902 | ) | (5,831 | ) | (6,613 | ) | (5,728 | ) | (23,074 | ) | ||||||||||
Basic
and diluted net loss per common share
|
$ | (0.19 | ) | $ | (0.22 | ) | $ | (0.25 | ) | $ | (0.21 | ) | $ | (0.88 | ) | |||||
Name,
Age
|
Director
Since
|
Background
|
Qualifications
|
|||
Jeffrey
Parker, 53
|
1989
|
|
· Our
Chairman of the Board and Chief Executive Officer since our inception in
1989
· Our President
from April 1993 to June 1998
· Holds 27 U.S.
patents
|
· One of our
founders
· As Chief
Executive Officer, has relevant insight into our operations,
our industry and related risks
· Experience
bringing disruptive technologies to market
|
||
David
Sorrells, 51
|
1997
|
· Our Chief
Technical Officer since 1996
· Our
Engineering Manager from 1990 to 1996
· Holds 101
U.S. patents
|
· One of the
leading inventors of our core technologies
· Has an
in-depth understanding of our technologies and their relevance to our
target markets
|
|||
William
Hightower, 66
|
1999
|
· Our President
from September 2003 to his retirement in November 2004.
· President,
Chief Operating Officer and a Director of Silicon Valley Group, Inc.,
(SVGI), (publicly-held designer and builder of semiconductor capital
equipment tools for chip manufacturers) from August 1997 to May
2001
· Chairman and
Chief Executive Officer of CADNET Corporation (privately held developer of
network software solutions for architectural industry) from January 1996
to August 1997
· President and
Chief Executive Officer of Telematics International, Inc. (networking and
communication products manufacturer) from August 1989 to January
1996)
|
· Extensive
experience as executive officer and operating officer for both public and
private companies in a number of industries, including
telecommunications.
· Longevity on
our board provides a historical perspective and a relevant understanding
of our target markets and industry
|
|||
John
Metcalf, 59
|
2004
|
· Chief
Financial Officer partner with Tatum LLC (executive services and
consulting firm) since November 2002
· 18 years
experience as a chief financial officer, most recently at Electro
Scientific Industries, Inc. (provider of high-technology manufacturing
equipment to the global electronics market) from July 2006 until his
retirement in September 2007 and at Siltronic (a silicon wafer
manufacturer) from June 2004 to July 2006
· Member of the
Board of Directors and Chairman of the Audit Committee for EnergyConnect
Group, Inc. from June 2007 to present
|
· Extensive
experience in the semiconductor industry
· In-depth
understanding of generally accepted accounting principles, financial
statements and SEC reporting requirements
· Satisfies the
audit committee requirement for financial
expertise
|
Name,
Age
|
Director
Since
|
Background
|
Qualifications
|
|||
William
Sammons, 89
|
1993
|
· President of
the North American operations of Carrier Corporation from 1981 until his
retirement in 1985
· Prior to
1981, held management and executive general management responsibilities in
all aspects of the air conditioning industry
· Graduate
degree in Electrical Engineering from Massachusetts Institute of
Technology
|
· Service on
our board of directors since our initial public offering brings a
historical perspective and a relevant understanding of our target markets
and industry
· Relevant
business experience with regard to the successful interaction between
small start-up companies and their significantly larger
customers
|
|||
Robert
Sterne, 58
|
2006
|
· Partner of
the law firm of Sterne, Kessler, Goldstein & Fox, PLLC (specializing
in patent and other intellectual property law) since 1978
· Also served
on our board from February 2000 to June 2003
|
· In-depth
knowledge of our intellectual property portfolio and patent
strategies
· Considered a
leader in best practices and board responsibilities concerning
intellectual property
|
|||
Nam
Suh, 73
|
2003
|
· President of
Korea Advanced Institute of Science and Technology since July
2006
· Member of the
faculty of Massachusetts Institute of Technology (MIT) since 1970 and held
many positions at MIT including director of MIT Laboratory for
Manufacturing and Productivity, head of the department of Mechanical
Engineering, director of the MIT Manufacturing Institute and director of
the Park Center for Complex Systems.
· Widely
published author of over 300 articles and seven books on topics related to
tribology, manufacturing, plastics and design
· Holds
approximately 50 U.S. and many foreign patents, some of which relate to
plastics, polymers and design
· Member of the
Board of Directors of:
- Integrated
Device Technology, Inc. (Nasdaq
company that develops mixed signal
semiconductor solutions) from 2005
to 2009
-
Therma-Wave, Inc. (Nasdaq company that manufactured process control
metrology systems for use in semiconductor manufacturing) from 2004 to
2007
|
· Significant
experience with technology innovation and the process of new
product introduction
· Relevant
network, particularly in the Korean community
· Relevant
experience with Korean culture and
commerce
|
Name,
Age
|
Director
Since
|
Background
|
Qualifications
|
|||
Papken
der Torossian, 71
|
2003
|
· Chief
Executive Officer of SVGI, (publicly-held designer and builder of
semiconductor capital equipment tools for chip manufacturers) from 1986 to
2001
· Prior to
SVGI, was President and Chief Executive Officer of ECS Microsystems
(communications and PC company acquired by Ampex Corporation) and
President of the Santa Cruz Division of Plantronics where he also served
as Vice President of the telephone products group.
· Has served as
a director on a number of private company boards including executive
chairman of Vistec Semiconductor Systems Group, chairman of TKO Software
and current director of Aceris-3D Inspection, Inc.
· Member of the
Board of Directors of:
-
Atmel Corporation (Nasdaq company that is a global leader in the design,
manufacturing and marketing of advanced semiconductors ) from July 2007 to
present
-
Therma-Wave, Inc. (Nasdaq company that manufactured process control
metrology systems for use in semiconductor manufacturing)
from 2003 to 2007
|
· Extensive
experience as chairman and chief executive of a number of semiconductor
and technology-based companies
· Relevant
network in technology community
· Relevant
operating experience with small, high growth
companies
|
Name,
Age,
|
Position
|
Background
|
||
Cynthia
Poehlman, 43
|
Chief
Financial Officer
|
· Our Chief
Financial Officer since June 2004
· Our Corporate
Secretary since August 2007
· Our
Controller and Chief Accounting Officer from March 1994 to June
2004
|
||
John
Stuckey, 39
|
Executive
Vice President of Corporate Strategy and Business
Development
|
· Executive
Vice President since June 2008
· Vice
President of Corporate Strategy and Business Development from July 2004 to
June 2008
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
Salary
|
Bonus
|
Stock
Awards 1 |
Option
Awards 2 |
Non-equity
Incentive
Plan Com-pensation 3 |
All
Other
|
Total
|
||
Name
and Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Jeffrey Parker, Chief | 2009 | $ | 325,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 29,690 | 5 | $ | 354,690 | ||||||||||||||||
Executive Officer and | 2008 | 325,000 | 0 | 1,701,514 | 0 | 0 | 31,600 | 2,058,114 | ||||||||||||||||||||||||
Chairman of the Board | 2007 | 325,000 | 0 | 0 | 1,079,811 | 225,000 | 4 | 14,365 | 1,644,176 | |||||||||||||||||||||||
Cynthia
Poehlman, Chief Financial Officer and Corporate Secretary
|
2009 | 225,000 | 0 | 0 | 0 | 0 | 2,750 | 7 | 227,750 | |||||||||||||||||||||||
2008 | 213,269 | 0 | 510,454 | 0 | 0 | 2,750 | 726,473 | |||||||||||||||||||||||||
2007 | 200,000 | 0 | 0 | 251,955 | 69,200 | 6 | 2,000 | 523,155 | ||||||||||||||||||||||||
David
Sorrells, Chief Technology Officer
|
2009 | 275,625 | 5,000 | 8 | 0 | 0 | 0 | 2,100 | 10 | 282,725 | ||||||||||||||||||||||
2008 | 275,625 | 31,612 | 9 | 1,153,486 | 0 | 0 | 2,100 | 1,462,823 | ||||||||||||||||||||||||
2007 | 275,625 | 0 | 0 | 0 | 100,000 | 0 | 375,625 | |||||||||||||||||||||||||
John
Stuckey, Executive Vice President, Corporate Strategy and Business
Development 12
|
2009 | 250,000 | 0 | 0 | 0 | 0 | 2,895 | 11 | 252,895 | |||||||||||||||||||||||
2008 | 250,000 | 0 | 510,454 | 0 | 0 | 3,748 | 764,202 |
1
|
The
amounts reported in column (e) represent the full grant date fair value of
stock awards in accordance with ASC 718, net of estimated forfeitures.
Refer to Note 8 of the consolidated financial statements included in Item
8 for the assumptions made in the valuation of stock
awards.
|
2
|
The
amounts reported in column (f) represent the full grant date fair value of
option awards in accordance with ASC 718, net of estimated
forfeitures. Refer to Note 8 of the consolidated financial
statements included in Item 8 for the assumptions made in the valuation of
stock awards.
|
3
|
The
amounts reported in column (g) represent the dollar amount of compensation
cost related to awards under non-equity incentive plans. Unless
otherwise specified, all amounts reported in this column were determined
and paid in the year reported. In certain cases, the named executive
elected to forego his or her cash compensation in lieu of an equity award
of equal dollar value. In these cases, the award value remains in
this column but will be separately footnoted as to the amount of award
distributed in equity.
|
4
|
In
2007, our chief executive officer elected to forego a $225,000 cash
performance incentive award in lieu of a stock award of 14,466 shares of
common stock. The value of the stock award, net of $63,415 in tax
withholdings, was $161,585 based on the closing market price of our common
stock on the grant date. Both the cash and equity portion of the
award was paid in 2008.
|
5
|
This
amount includes (i) the dollar value of premiums paid by us in 2009 for
life insurance for the benefit of Mr. Parker in the amount of $3,690, (ii)
the gross value of Mr. Parker’s automobile allowance of $24,000, and (iii)
the 2009 employer matching contribution to a defined-contribution 401k
plan of $2,000.
|
6
|
In
2007, our chief financial officer elected to forego a portion of her cash
performance incentive award in lieu of a stock award of 2,795 shares of
common stock. The value of the stock award, net of $15,135 in tax
withholdings, was $31,220 based on the closing market price of our common
stock on the grant date. Both the cash and equity portion of the
award was paid in 2008.
|
7
|
This
amount includes (i) the dollar value of premiums paid by us in 2009 for
life insurance for the benefit of Ms. Poehlman in the amount of $750 and
(ii) the 2009 employer matching contribution to a defined-contribution
401k plan of $2,000.
|
8
|
Mr.
Sorrells was awarded a cash bonus for 2009 in the amount of $5,000, which
was paid in 2010.
|
9
|
Mr.
Sorrells received a signing bonus with a value of $50,000 upon execution
of his executive employment agreement in June 2008. We had the
option to pay this bonus in cash or equity. A portion of the bonus
was paid in cash and is reflected in column (d) in the Summary
Compensation Table, and the remainder was paid with 1,642 shares of our
common stock. The value of the common stock awarded, or $18,388 is
included in column (e) in the Summary Compensation
Table.
|
10
|
This
amount represents the dollar value of premiums paid by us in 2009 for life
insurance for the benefit of Mr. Sorrells in the amount of
$2,100.
|
11
|
This
amount includes (i) the dollar value of premiums paid by us in 2009 for
life insurance for the benefit of Mr. Stuckey in the amount of $1,020 and
(ii) the 2009 employer matching contribution to a defined-contribution
401k plan of $1,875.
|
12
|
Mr.
Stuckey was promoted to Executive Vice President of Corporate Strategy and
Development in June 2008.
|
Name
|
Option
Awards
|
Stock
Awards
|
||||
Number
of
securities
underlying
unexercised
options
(#)
exercisable
|
Number
of
securities underlying
unexercised options
(#)
unexercisable
|
Option
Exercise
price
($) |
Option
expiration date
|
Number
of Shares or Units of Stock That Have Not Vested
(#) |
Market
Value of
Shares or Units of Stock That Have Not Vested1 ($) |
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
Jeffrey
Parker
|
15,000
|
$19.99
|
2/26/12
|
37,500
2
|
$
68,625
|
|
75,000
|
5.77
|
8/9/12
|
75,000
3
|
137,250
|
||
10,908
|
8.91
|
12/20/12
|
||||
7,583
|
9.80
|
5/3/13
|
||||
90,000
|
8.81
|
10/12/13
|
||||
35,416
|
2,084
4
|
9.89
|
2/15/14
|
|||
32,291
|
5,209
5
|
10.82
|
5/15/14
|
|||
29,166
|
8,334
6
|
12.30
|
8/15/14
|
|||
26,041
|
11,459
7
|
10.36
|
11/15/14
|
Name
|
Option
Awards
|
Stock
Awards
|
||||
Number
of
securities
underlying
unexercised
options
(#)
exercisable
|
Number
of
securities underlying
unexercised options
(#)
unexercisable
|
Option
Exercise
price
($) |
Option
expiration date
|
Number
of Shares or Units of Stock That Have Not Vested
(#) |
Market
Value of
Shares or Units of Stock That Have Not Vested1 ($) |
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
Cynthia
Poehlman
|
12,000
|
20.00
|
1/15/11
|
11,250
2
|
20,588
|
|
25,000
|
5.77
|
8/9/12
|
22,500
3
|
41,175
|
||
4,563
|
8.91
|
12/20/12
|
||||
3,205
|
9.80
|
5/6/13
|
||||
25,000
|
8.81
|
10/12/13
|
||||
8,263
|
487
4
|
9.89
|
2/15/14
|
|||
7,534
|
1,216
5
|
10.82
|
5/15/14
|
|||
150,000
|
5.70
|
6/25/14
|
||||
6,805
|
1,945
6
|
12.30
|
8/15/14
|
|||
6,076
|
2,674
7
|
10.36
|
11/15/14
|
|||
David
Sorrells
|
200,000
|
48.00
|
12/31/10
|
28,754
2
|
52,620
|
|
125,000
|
9.00
|
11/21/12
|
42,500
3
|
77,775
|
||
25,000
|
5.77
|
8/9/12
|
||||
4,988
|
8.91
|
12/20/12
|
||||
3,898
|
9.80
|
5/3/13
|
||||
38,000
|
8.81
|
10/12/13
|
||||
John
Stuckey
|
25,000
|
5.77
|
8/9/12
|
11,250
2
|
20,588
|
|
5,133
|
8.91
|
12/20/12
|
22,500
3
|
41,175
|
||
3,394
|
|
9.80
|
5/3/13
|
|||
25,000
|
8.81
|
10/12/13
|
||||
8,263
|
487
4
|
9.89
|
2/15/14
|
|||
7,534
|
1,216
5
|
10.82
|
5/15/14
|
|||
107,875
|
4.67
|
7/18/14
|
||||
6,805
|
1,945
6
|
12.30
|
8/15/14
|
|||
6,076
|
2,674
7
|
10.36
|
11/15/2014
|
1
|
The market value of shares or units
reported in column (g) is computed based on the December 31, 2009 closing
price of our common stock of
$1.83.
|
2
|
These units represent unvested RSUs
awarded in connection with executive employment agreements in June
2008. The unvested RSUs vest in equal quarterly increments from
February 28, 2010 through May 31,
2011.
|
3
|
These units represent
unvested RSUs awarded in connection with executive employment agreements
in June 2008. The RSUs vest on the earlier of (a) the last day
of each quarterly period beginning August 31, 2008 during which certain
specified market price conditions have been met or (b) May 31,
2011. The achievement of the market price conditions is
determined based on the closing market price of our common stock meeting
or exceeding certain fixed price points for any five (5) consecutive
trading days (the “Price Target”). At Price Targets of $15.11,
$19.28, $23.45 and $27.10, 25%, 50%, 75% and 100%, respectively, of the
award shall be vested. In addition, upon the occurrence
of a change in control as defined in the RSU agreement, the market price
conditions will be assessed based on the greater of (a) the closing price
of our common stock on the date of the change in control event or (b) the
average per share acquisition price paid by the acquiring
party.
|
4
|
Option vests over the first three
years of the seven-year option term, with 33% vesting one year following
the grant date and the remaining 66% vesting in equal monthly increments
for 24 months thereafter. Option will be fully vested as of February 15,
2010.
|
5
|
Option
vests over the first three years of the seven-year option term, with 33%
vesting one year following the grant date and the remaining 66% vesting in
equal monthly increments for 24 months thereafter. Option will be fully
vested as of May 15, 2010.
|
6
|
Option
vests over the first three years of the seven-year option term, with 33%
vesting one year following the grant date and the remaining 66% vesting in
equal monthly increments for 24 months thereafter. Option will be fully
vested as of August 15, 2010.
|
7
|
Option vests over the first three
years of the seven-year option term, with 33% vesting one year following
the grant date and the remaining 66% vesting in equal monthly increments
for 24 months thereafter. Option will be fully vested as of November 15,
2010.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized on Vesting
($)
|
||||||||||||
Jeffrey
Parker
|
0 | $ | 0 | 25,000 | $ | 64,875 | ||||||||||
Cynthia
Poehlman
|
0 | 0 | 7,500 | 19,463 | ||||||||||||
David
Sorrells
|
0 | 0 | 19,164 | 49,731 | ||||||||||||
John
Stuckey
|
0 | 0 | 7,500 | 19,463 |
Benefit
and Payments Upon Separation
|
Change
in Control (Not Board Approved)
|
Change
in Control (Board Approved)
|
Without
Cause or for “Good Reason”
|
Disability
|
Death
|
|||||||||||||||
Salary
|
$ | 975,000 | 1 | $ | 975,000 | 1 | $ | 325,000 | $ | 325,000 | 3 | $ | 0 | |||||||
Short-term
Incentive Compensation
|
75,000 | 2 | 75,000 | 2 | 0 | 4 | 0 | 3,4 | 0 | |||||||||||
Long-term
Equity Compensation:
|
||||||||||||||||||||
Stock
Options
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
RSUs
(Time-Based)
|
68,625 | 0 | 0 | 34,313 | 34,313 | |||||||||||||||
RSUs
(Market-Based)
|
0 | 0 | 0 | 68,625 | 68,625 | |||||||||||||||
Benefits
& Perquisites
|
||||||||||||||||||||
Health
Benefits
|
24,419 | 24,419 | 24,419 | 24,419 | 24,419 | |||||||||||||||
Life
Insurance Proceeds
|
0 | 0 | 0 | 0 | 2,000,000 | 5 | ||||||||||||||
Accrued
Vacation Pay
|
12,500 | 12,500 | 12,500 | 12,500 | 12,500 | |||||||||||||||
Total
|
$ | 1,155,544 | $ | 1,086,919 | $ | 361,919 | $ | 464,857 | $ | 2,139,857 | ||||||||||
1
|
Under
the Agreement, Mr. Parker is entitled to three times his annual base
salary.
|
2
|
Under
the Agreement, Mr. Parker is entitled the greater of (i) an amount equal
to his bonus or annual incentive compensation in the year prior to the
change in control or (ii) the average of bonus and annual incentive
compensation for the three full fiscal years prior to the change in
control.
|
3
|
Assumes
termination occurs within first six months of executive becoming
disabled. Following a six month period, executive is not
entitled to salary continuation or short-term incentive compensation
payments.
|
4
|
Short
term incentive compensation is based on the established incentive target
for the year of termination. As no targets were established for
2009, executive is not entitled to short-term incentive payment under this
scenario.
|
5
|
Represents
proceeds payable by a third-party insurance carrier on a company-paid life
insurance policy for the benefit of the
executive.
|
Benefit
and Payments Upon Separation
|
Change
in Control (Not Board Approved)
|
Change
in Control (Board Approved)
|
Without
Cause or for “Good Reason”
|
Disability
|
Death
|
|||||||||||||||
Salary
|
$ | 450,000 | 1 | $ | 450,000 | 1 | $ | 225,000 | $ | 225,000 | 3 | $ | 0 | |||||||
Short-term
Incentive Compensation
|
23,067 | 2 | 23,067 | 2 | 0 | 4 | 0 | 3,4 | 0 | |||||||||||
Long-term
Equity Compensation:
|
||||||||||||||||||||
Stock
Options
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
RSUs
(Time-Based)
|
20,588 | 0 | 0 | 10,294 | 10,294 | |||||||||||||||
RSUs
(Market-Based)
|
0 | 0 | 0 | 20,588 | 20,588 | |||||||||||||||
Benefits
& Perquisites
|
||||||||||||||||||||
Health
Benefits
|
24,419 | 24,419 | 24,419 | 24,419 | 24,419 | |||||||||||||||
Life
Insurance Proceeds
|
0 | 0 | 0 | 0 | 1,000,000 | 5 | ||||||||||||||
Accrued
Vacation Pay
|
4,958 | 4,958 | 4,958 | 4,958 | 4,958 | |||||||||||||||
Total
|
$ | 523,032 | $ | 502,444 | $ | 254,377 | $ | 285,259 | $ | 1,060,259 | ||||||||||
1
|
Under
the Agreement, Ms. Poehlman is entitled to two times her annual base
salary.
|
2
|
Under
the Agreement, Ms. Poehlman is entitled the greater of (i) an amount equal
to her bonus or annual incentive compensation in the year prior to the
change in control or (ii) the average of bonus and annual incentive
compensation for the three full fiscal years prior to the change in
control.
|
3
|
Assumes
termination occurs within first six months of executive becoming
disabled. Following a six month period, executive is not
entitled to salary continuation or short-term incentive compensation
payments.
|
4
|
Short
term incentive compensation is based on the established incentive target
for the year of termination. As no targets were established for
2009, executive is not entitled to short-term incentive payment under this
scenario.
|
5
|
Represents
proceeds payable by a third-party insurance carrier on a company-paid life
insurance policy for the benefit of the
executive.
|
Benefit
and Payments Upon Separation
|
Change
in Control (Not Board Approved)
|
Change
in Control (Board Approved)
|
Without
Cause or for “Good Reason”
|
Disability
|
Death
|
|||||||||||||||
Salary
|
$ | 826,875 | 1 | $ | 826,875 | 1 | $ | 275,625 | $ | 275,625 | 3 | $ | 0 | |||||||
Short-term
Incentive Compensation
|
51,667 | 2 | 51,667 | 2 | 5,000 | 5,000 | 3 | 0 | ||||||||||||
Long-term
Equity Compensation:
|
||||||||||||||||||||
Stock
Options
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
RSUs
(Time-Based)
|
52,620 | 0 | 0 | 26,310 | 26,310 | |||||||||||||||
RSUs
(Market-Based)
|
0 | 0 | 0 | 38,888 | 38,888 | |||||||||||||||
Benefits
& Perquisites
|
||||||||||||||||||||
Health
Benefits
|
24,419 | 24,419 | 24,419 | 24,419 | 24,419 | |||||||||||||||
Life
Insurance Proceeds
|
0 | 0 | 0 | 0 | 1,000,000 | 4 | ||||||||||||||
Accrued
Vacation Pay
|
11,536 | 11,536 | 11,536 | 11,536 | 11,536 | |||||||||||||||
Total
|
$ | 967,117 | $ | 914,497 | $ | 316,580 | $ | 381,778 | $ | 1,101,153 | ||||||||||
1
|
Under
the Agreement, Mr. Sorrells is entitled to three times his annual base
salary.
|
2
|
Under
the Agreement, Mr. Sorrells is entitled the greater of (i) an amount equal
to his bonus or annual incentive compensation in the year prior to the
change in control or (ii) the average of bonus and annual incentive
compensation for the three full fiscal years prior to the change in
control.
|
3
|
Assumes
termination occurs within first six months of executive becoming
disabled. Following a six month period, executive is not
entitled to salary continuation or short-term incentive compensation
payments.
|
4
|
Represents
proceeds payable by a third-party insurance carrier on a company-paid life
insurance policy for the benefit of the
executive.
|
Benefit
and Payments Upon Separation
|
Change
in Control (Not Board Approved)
|
Change
in Control (Board Approved)
|
Without
Cause or for “Good Reason”
|
Disability
|
Death
|
|||||||||||||||
Salary
|
$ | 375,000 | 1 | $ | 375,000 | 1 | $ | 250,000 | $ | 250,000 | 3 | $ | 0 | |||||||
Short-term
Incentive Compensation
|
28,823 | 2 | 28,823 | 2 | 0 | 4 | 0 | 3,4 | 0 | |||||||||||
Long-term
Equity Compensation:
|
||||||||||||||||||||
Stock
Options
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
RSUs
(Time-Based)
|
20,588 | 0 | 0 | 10,294 | 10,294 | |||||||||||||||
RSUs
(Market-Based)
|
0 | 0 | 0 | 20,588 | 20,588 | |||||||||||||||
Benefits
& Perquisites
|
||||||||||||||||||||
Health
Benefits
|
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Life
Insurance Proceeds
|
0 | 0 | 0 | 0 | 1,250,000 | 5 | ||||||||||||||
Accrued
Vacation Pay
|
5,787 | 5,787 | 5,787 | 5,787 | 5,787 | |||||||||||||||
Total
|
$ | 430,198 | $ | 409,610 | $ | 255,787 | $ | 286,669 | $ | 1,286,669 | ||||||||||
1
|
Under
the Agreement, Mr. Stuckey is entitled to one and one half times his
annual base salary.
|
2
|
Under
the Agreement, Mr. Stuckey is entitled the greater of (i) an amount equal
to his bonus or annual incentive compensation in the year prior to the
change in control or (ii) the average of bonus and annual incentive
compensation for the three full fiscal years prior to the change in
control.
|
3
|
Assumes
termination occurs within first six months of executive becoming
disabled. Following a six month period, executive is not
entitled to salary continuation or short-term incentive compensation
payments.
|
4
|
Short
term incentive compensation is based on the established incentive target
for the year of termination. As no targets were established for
2009, executive is not entitled to short-term incentive payment under this
scenario.
|
5
|
Represents
proceeds payable by a third-party insurance carrier on a company-paid life
insurance policy for the benefit of the
executive.
|
Audit
Committee
|
Compensation
Committee
|
Nominating
Committee
|
|||||
Chair
|
Member
|
Chair
|
Member
|
Chair
|
Member
|
||
$15,000
|
$7,500
|
$10,000
|
$5,000
|
$5,000
|
$2,500
|
Name
|
Fees
Earned or Paid in Cash
($) |
Stock
Awards1
($) |
Option
Awards2
($)
|
Total
($)
|
||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||||
William
Hightower
|
$ | 0 | $ | 9,825 | $ | 51,979 | $ | 61,804 | ||||||||
John
Metcalf
|
0 | 9,825 | 72,756 | 82,581 | ||||||||||||
Todd
Parker 3
|
0 | 9,825 | 48,654 | 58,479 | ||||||||||||
William
Sammons
|
0 | 9,825 | 65,692 | 75,517 | ||||||||||||
Robert
Sterne
|
0 | 9,825 | 55,303 | 65,128 | ||||||||||||
Nam
Suh
|
0 | 9,825 | 62,783 | 72,608 | ||||||||||||
Papken
der Torossian
|
0 | 9,825 | 65,692 | 75,517 |
1
|
The
amount reported in column (c) above represents the full grant date fair
value related to the September 15, 2009 RSU awards as recognized under ASC
718, excluding forfeiture estimates. Refer to Note 8 of the consolidated
financial statements included in Item 8 for the assumptions made in the
valuation of stock awards.
|
2
|
The
amount reported in column (d) above represents the full grant date fair
value of director stock option awards for both the May 15 and September
15, 2009 grants as recognized under ASC 718, excluding forfeiture
estimates. Refer to Note 8 of the consolidated financial
statements included in Item 8 for the assumptions made in the valuation of
stock awards.
|
3
|
Todd
Parker voluntarily resigned his Board position on January 5,
2010.
|
Number
of securities underlying outstanding options
|
Number
of securities underlying RSU grants
|
||||||||||||
Name
|
(#)
Exercisable
|
(#)
Unexercisable 1
|
(#)
Unvested
1
|
||||||||||
William
Hightower
|
213,400 | 5,000 | 2,500 | ||||||||||
John
Metcalf
|
113,400 | 5,000 | 2,500 | ||||||||||
Todd
Parker 2
|
66,800 | 5,000 | 2,500 | ||||||||||
William
Sammons
|
140,000 | 5,000 | 2,500 | ||||||||||
Robert
Sterne
|
212,500 | 5,000 | 2,500 | ||||||||||
Nam
Suh
|
113,070 | 5,000 | 2,500 | ||||||||||
Papken
der Torossian
|
185,000 | 5,000 | 2,500 |
1
|
The
unexercisable options and RSUs for each director will vest in September
2010.
|
2
|
Todd
Parker voluntarily resigned his Board position on January 5, 2010 and as
such forfeited his unexercisable options and uvested RSUs as of January 5,
2010.
|
Name
of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class1
|
||||||
Jeffrey
Parker 17
|
2,891,032 | 2 | 6.96 | % | ||||
Cynthia
Poehlman 17
|
265,815 | 3 | 0.64 | % | ||||
David
Sorrells 17
|
423,133 | 4 | 1.02 | % | ||||
John
Stuckey 17
|
208,262 | 5 | 0.50 | % | ||||
William
Hightower 17
|
250,900 | 6 | 0.61 | % | ||||
John
Metcalf 17
|
115,900 | 7 | 0.28 | % | ||||
William
Sammons 17
|
159,750 | 8 | 0.39 | % | ||||
Robert
Sterne 17
|
118,501 | 9 | 0.29 | % | ||||
Nam
Suh 17
|
115,570 | 10 | 0.28 | % | ||||
Papken
der Torossian 17
|
268,581 | 11 | 0.65 | % | ||||
Gem
Investment Advisors, LLC
|
2,275,809 | 12 | 5.52 | % | ||||
The
Pinnacle Fund, LP
|
2,884,706 | 13 | 7.00 | % | ||||
Southwell
Partners, LP
|
2,446,433 | 14 | 5.91 | % | ||||
Wellington
Management Company, LLP
|
4,501,670 | 15 | 10.93 | % | ||||
All
directors, director nominees and executive officers as a group (10
persons)
|
4,817,444 | 16 | 11.14 | % | ||||
*
|
Less
than one percent
|
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
|
Includes
329,741 shares of common stock issuable upon currently exercisable
options, 196,193 shares held by Mr. Parker directly, 2,172,584 shares held
by Jeffrey Parker and Deborah Parker Joint Tenants in Common, 48,400
shares held by J-Parker Family Limited Partnership, 75,000 shares held in
trust for the dependent children of Mr. Parker for which Mr. Parker serves
as the trustee, and 69,114 shares owned of record by Mr. Parker’s three
children over which he disclaims ownership. 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. Excludes 106,250 unvested RSUs and 18,750 shares
of common stock issuable upon options that may become exercisable in the
future.
|
3
|
Includes
250,391 shares of common stock issuable upon currently exercisable options
and excludes 31,875 unvested RSUs and 4,377 shares of common stock
issuable upon options that may become exercisable in the
future.
|
4
|
Includes
396,886 shares of common stock issuable upon currently exercisable options
and excludes 66,463 unvested
RSUs.
|
5
|
Includes
197,025 shares of common stock issuable upon currently exercisable options
and excludes 31,875 unvested RSUs and 4,377 shares of common stock
issuable upon options that may become exercisable in the
future.
|
6
|
Includes
213,400 shares of common stock issuable upon currently exercisable options
and excludes 2,500 unvested RSUs and 5,000 shares of common stock issuable
upon options that may become exercisable in the
future.
|
7
|
Includes
113,400 shares of common stock issuable upon currently exercisable options
and excludes 2,500 unvested RSUs and 5,000 shares of common stock issuable
upon options that may become exercisable in the
future.
|
8
|
Includes
140,000 shares of common stock issuable upon currently exercisable options
and excludes 2,500 unvested RSUs and 5,000 shares of common stock issuable
upon options that may become exercisable in the
future.
|
9
|
Includes
112,500 shares of common stock issuable upon currently exercisable options
and excludes 2,500 unvested RSUs and 5,000 shares of common stock issuable
upon options that may become exercisable in the
future.
|
10
|
Includes
113,070 shares of common stock issuable upon currently exercisable options
and excludes 2,500 unvested RSUs and 5,000 shares of common stock issuable
upon options that may become exercisable in the
future.
|
11
|
Includes
185,000 shares of common stock issuable upon currently exercisable options
and excludes 5,000 unvested RSUs and 5,000 shares of common stock issuable
upon options that may become exercisable in the
future.
|
12
|
Includes
2,141,810 shares held by Gem Partners LP (“GEM”), 67,999 shares held by
Flat Rock Partners LP (“FlatRock”), and 66,000 shares held by Mr. Daniel
Lewis personally as reported on a Form 13G amendment filed February 16,
2010. Gem Investment Advisors, LLC (“GEM Advisors”) is the
general partner of GEM and Flatrock, as a result of which Gem Advisors is
deemed to be beneficial owner of such shares. Daniel M. Lewis
(“Lewis”), as the controlling person of Gem Advisors is deemed to
beneficially own the shares held by them. The business address
for each of Gem Advisors, GEM, FlatRock and Mr. Lewis is 100 State Street,
Suite 2B, Teaneck, New Jersey
07666.
|
13
|
As
reported on a Form 13G amendment filed February 12, 2010. The
business address is 4965 Preston Park Blvd., Suite 240, Plano, Texas
75093. Pinnacle Advisers LP (“Advisors”) is the general partner
of Pinnacle Fund, LP (“Pinnacle”). Pinnacle Fund Management LLC
(“Management”) is the general partner of Advisors. Mr. Barry
Kitt is the sole member of Management and may be deemed to be the
beneficial owner of the shares beneficially owned by
Pinnacle.
|
14
|
As
reported on a Form 13G amendment filed February 12, 2010. The
business address is 1901 North Akard, Dallas, Texas 75201. Southwell
Management, L.P. (“Southwell Management”) is the general partner of
Southwell Partners, L.P. (“Southwell Partners”) and may be deemed to
beneficially own shares held by Southwell Partners. Southwell
Holdings, LLC (“Southwell Holdings”) as general partner of Southwell
Management and Mr. Wilson Jaeggli as managing director of Southwell
Holdings may each be deemed to beneficially own shares owned by Southwell
Management.
|
15
|
As
reported on a Form 13G amendment filed March 10, 2010. 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 shares that are held of record by investment advisory clients of
Wellington Management.
|
16
|
Includes
2,051,413 shares of common stock issuable upon currently exercisable
options held by directors and officers and excludes 251,463 unvested RSUs
and 57,504 shares of common stock issuable upon options that may vest in
the future held by directors and officers (see notes 2, 3, 4, 5, 6, 7, 8,
9, 10, and 11 above).
|
17
|
The
person’s address is 7915 Baymeadows Way, Suite 400, Jacksonville, Florida
32256.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding
options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance
under equity compensation plans (excluding securities reflected
in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans approved
by security holders
|
3,778,982 | $ | 14.20 | 596,341 | ||||||||
Equity
compensation plans not approved
by security holders
|
50,000 | $ | 3.27 | 0 | ||||||||
Total
|
3,828,982 | 596,341 | ||||||||||
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)
|
|
3.5
|
Certificate
of Designations of the Preferences, Limitations and Relative Rights of
Series E Preferred Stock (incorporated by reference from Exhibit 4.02 of
Form 8-K dated November 21, 2005)
|
|
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)
|
Exhibit
Number
|
Description
|
||
4.7
|
Form
of Warrant between the Registrant and each of the investors in the March
2005 private placement who are the Selling Shareholders (incorporated by
reference from Exhibit 4.7 of Annual Report on Form 10-K for the year
ended December 31, 2004)
|
||
4.8
|
Form
of Warrant between the Registrant and each of the investors in the
February 2006 private placement who are the Selling Shareholders
(incorporated by reference from Exhibit 10.2 of Form 8-K dated February 3,
2006)
|
||
4.9
|
Shareholder
Protection Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference
from Exhibit 4.01 of Form 8-K dated November 21, 2005)
|
||
4.10
|
Form
of Rights Certificate pursuant to Shareholder Protection Rights Agreement
(incorporated by reference from Exhibit 4.03 of Form 8-K dated November
21, 2005)
|
||
4.11
|
Standard
Form of Employee Option Agreement (incorporated by reference from Exhibit
4.11 of Annual Report on Form 10-K for the year ended December 31,
2006)
|
||
4.12
|
2008
Equity Incentive Plan (Non-Named Executives), as amended (incorporated by
reference from Exhibit 4.1 of Form S-8 dated October 24,
2008)
|
||
4.13
|
Form
of Warrant Certificate (incorporated by reference from Exhibit 4.1 of Form
8-K dated February 26, 2009)
|
||
4.14
|
Form
of Warrant Agreement between Registrant and American Stock Transfer and
Trust Company, LLC (incorporated by reference from Exhibit 4.2 of Form
8-K/A dated February 26, 2009)
|
||
10.1
|
1993
Stock Plan, as amended (incorporated by reference from the Company's Proxy
Statement dated October 1, 1996)
|
||
10.2
|
2000
Performance Equity Plan (incorporated by reference from Exhibit 10.11 of
Registration Statement No. 333-43452)
|
||
10.3
|
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)
|
||
10.4
|
List
of Investors for Subscription Agreement and Warrants dated March 10, 2005
(incorporated by reference from Exhibit 10.30 of Annual Report on Form
10-K for the period ended December 31,
2004)
|
Exhibit
Number
|
Description
|
||
10.5 |
List
of Investors for Subscription Agreement and Warrants dated February, 3
2006 (incorporated by reference from Exhibit 10.3 of Form 8-k dated
February 3, 2006)
|
||
10.6
|
Form
of Stock Purchase Agreement with each of the investors in the February
2007 private placement who are the Selling Shareholders (incorporated by
reference from Exhibit 10.1 of Form 8-K dated February 23,
2007)
|
||
10.7
|
List
of Investors for Subscription Agreement dated February 23, 2007
(incorporated by reference from Exhibit 10.2 of Form 8-K dated February
23, 2007)
|
||
10.8
|
Engineering
Services Agreement, dated May 2, 2007, between Registrant and ITT
Corporation (incorporated by reference from Exhibit 10.1 on Form 10-Q for
the period ended June 30, 2007)
|
||
10.9
|
License
Agreement, dated May 2, 2007, between Registrant and ITT Corporation
(incorporated by reference from Exhibit 10.2 on Form 10-Q for the period
ended June 30, 2007)
|
||
10.10
|
License
and Engineering Service Agreement dated December 21, 2007 between
Registrant and a mobile handset chip supplier (incorporated by reference
from Exhibit 10.14 of Annual Report on Form 10-K for the period ended
December 31, 2007)
|
||
10.11
|
Form
of Stock Purchase Agreement with each of the investors in the March 2008
private placement who are the Selling Shareholders (incorporated by
reference from Exhibit 10.1 of Form 8-K dated March 5,
2008)
|
||
10.12
|
List
of Investors for Subscription Agreement dated March 5, 2008 (incorporated
by reference from Exhibit 10.2 of Form 8-K dated March 5,
2008)
|
||
10.13
|
Employment
Agreement between Registrant and Jeffrey Parker dated June 4, 2008
(incorporated by reference from Exhibit 10.1 on Form 8-K dated June 4,
2008)
|
||
10.14
|
Employment
Agreement between Registrant and Cynthia Poehlman dated June 4, 2008
(incorporated by reference from Exhibit 10.2 on Form 8-K dated June 4,
2008)
|
||
10.15
|
Employment
Agreement between Registrant and David Sorrells dated June 4, 2008
(incorporated by reference from Exhibit 10.3 on Form 8-K dated June 4,
2008)
|
||
10.16
|
Employment
Agreement between Registrant and John Stuckey dated June 4, 2008
(incorporated by reference from Exhibit 10.4 on Form 8-K dated June 4,
2008)
|
Exhibit
Number
|
Description
|
||
10.17 |
Employment
Agreement between Registrant and Gregory Rawlins dated June 4, 2008
(incorporated by reference from Exhibit 10.5 on Form 8-K dated June 4,
2008)
|
||
10.18
|
Form
of Restricted Stock Unit Agreement between Registrant and Executives
(incorporated by reference from Exhibit 10.6 on Form 8-K dated June 4,
2008)
|
||
10.19
|
Form
of Performance Accelerated Restricted Stock Unit Agreement between
Registrant and Executives (incorporated by reference from Exhibit 10.7 on
Form 8-K dated June 4, 2008)
|
||
10.20
|
Form
of Subscription Agreement between Registrant and Investors in Management
Offering dated February 26, 2009 (incorporated by reference from Exhibit
10.1 on Form 8-K dated February 26, 2009)
|
||
10.21
|
Product
and Marketing Development Agreement dated December 4, 2008 between
Registrant and LG Innotek Co., Ltd. (incorporated by reference from
Exhibit 10.23 on Form 10-K/A dated December 31, 2008)
|
||
21.1
|
Table
of Subsidiaries (incorporated by reference from Exhibit 22.1 of Annual
Report on Form 10-K for the period ended December 31,
2004)
|
||
23.1
|
Consent
of PricewaterhouseCoopers LLP*
|
||
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
|
PARKERVISION,
INC.
|
||
By:
|
/s/ Jeffrey L. Parker
|
|
Jeffrey
L. Parker
|
||
Chief
Executive Officer
|
Signature
|
Title
|
Date
|
||
By:
|
/s/ Jeffrey L. Parker
|
Chief
Executive Officer and
|
March
15, 2010
|
|
Jeffrey
L. Parker
|
Chairman
of the Board (Principal
|
|||
Executive
Officer)
|
||||
By:
|
/s/ Cynthia L. Poehlman
|
Chief
Financial Officer (Principal
|
March
15, 2010
|
|
Cynthia
L. Poehlman
|
Accounting
Officer) and Corporate
|
|||
Secretary
|
||||
By:
|
/s/ David F. Sorrells
|
Chief
Technical Officer
|
March
15, 2010
|
|
David
F. Sorrells
|
and
Director
|
|||
By:
|
/s/ William A. Hightower
|
Director
|
March
15, 2010
|
|
William
A. Hightower
|
||||
By:
|
/s/ John Metcalf
|
Director
|
March
15, 2010
|
|
John
Metcalf
|
||||
By:
|
/s/ William L. Sammons
|
Director
|
March
15, 2010
|
|
William
L. Sammons
|
||||
By:
|
/s/ Robert G. Sterne
|
Director
|
March
15, 2010
|
|
Robert
G. Sterne
|
||||
By:
|
Director
|
March
15, 2010
|
||
Nam P. Suh | ||||
By:
|
/s/ Papken S. der Torossian
|
Director
|
March
15, 2010
|
|
Papken
S. der Torossian
|
Valuation
Allowance for Income Taxes
|
Balance
at Beginning of Period
|
Provision
|
Write-Offs
|
Balance
at End of Period
|
||||||||||||
Year
ended December 31, 2007
|
$ | 67,042,100 | $ | 4,434,374 | $ | 0 | $ | 71,476,474 | ||||||||
Year
ended December 31, 2008
|
71,476,474 | 7,073,205 | 0 | 78,549,679 | ||||||||||||
Year
ended December 31, 2009
|
78,549,679 | 8,216,530 | (1,793,511 | ) | 84,972,698 |
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
|
31.1
|
Rule
13a-14 and 15d-14 Certification of Jeffrey L. Parker
|
|
31.2
|
Rule
13a-14 and 15d-14 Certification of Cynthia L. Poehlman
|
|
32.1
|
Section
1350 Certification of Jeffrey L. Parker and Cynthia L.
Poehlman
|
|