RULE 424(B)(3)
PROSPECTUS SUPPLEMENT
DATED MAY 24, 2004
TO
PROSPECTUS DATED APRIL 19, 2001
PARKERVISION, INC.
The following information supplements the information contained in the
section entitled "Selling Stockholders" in the Prospectus dated April 19, 2001,
of ParkerVision, Inc. ("Company"), relating to the sale of an aggregate of
2,430,210 shares of common stock, $.01 par value ("Common stock"), by certain
persons ("Selling Stockholders"), which was previously supplemented and modified
on January 8, 2003.
SELLING STOCKHOLDERS
The following table provides certain information about the selling
stockholders' beneficial ownership of our common stock at May 21, 2004. It is
also adjusted to give effect to the sale of all of the shares offered by them
under this prospectus. For purposes of presentation, it is assumed that the
selling stockholders will exercise all of the warrants and purchase options and
then resell all of the shares received as a consequence of such exercise. Unless
otherwise indicated, each of the selling stockholders possesses sole voting and
investment power with respect to the securities shown.
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AFTER OFFERING
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NUMBER OF
SHARES NUMBER OF
BENEFICIALLY SHARES
OWNED PRIOR TO NUMBER OF SHARES BENEFICIALLY
NAME OFFERING TO BE SOLD OWNED % OF CLASS
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Tyco Sigma Limited 1,058,950 1,058,950 -0- -0-
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Leucadia National Corp. 968,586 968,586 -0- -0-
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Portside Growth & Opportunity Fund 34,592 34,592 -0- -0-
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Cumming Investment Company, LC 4,238 4,238 -0- -0-
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Jennifer A. Cumming 3,176 3,176 -0- -0-
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Margaret E. Cumming 3,176 3,176 -0- -0-
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Texas Instruments Incorporated 166,902 166,902 -0- -0-
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Tyco Sigma Limited, Leucadia National Corporation and Portside Growth &
Opportunity Fund (formerly,The Peconic Fund) originally acquired an aggregate of
1,048,360 shares of common stock and purchase options to acquire 1,048,360
shares of common stock in private placement transactions by ParkerVision in May
and June 2000. The purchase options are exercisable as to one half the number
commencing November 22, 2001 and the balance commencing May 22, 2002 at exercise
prices between $28.33 to $56.66 per share. The purchase options expire on the
tenth anniversary of the date they are first exercisable. The Peconic Fund
currently only holds the purchase options it acquired in 2000.
In connection with the sale of common stock and purchase options to
Leucadia National Corporation, ParkerVision issued to Mr. David Cumming, at the
direction of Leucadia 10,590 shares of common stock and a purchase option to
purchase 10,590 shares of common stock. The purchase option is on the same terms
as that issued to Leucadia National Corporation. The shares were transferred
under this prospectus in October 2001 in compliance with Section 5 of the
Securities Act of 1933. In January 2003, Mr. Cumming transferred the purchase
options to family members and a related entity as follows: Cumming Investment
Company, LC - 4,238 purchase options, Jennifer A. Cumming - 3,176 purchase
options and Margaret E. Cumming - 3,176 purchase options.
Texas Instruments Incorporated acquired an aggregate of 83,451 shares of
common stock and purchase options to acquire 83,451 shares of common stock in a
private placement transaction by ParkerVision on March 8, 2001. The purchase
option is exercisable commencing March 8, 2001 until March 8, 2011, at $29.96
for 41,725 shares, $37.45 for 20,863 shares and $39.84 for 20,863 shares.
The agreements for the registration rights granted to the selling
stockholders provide that ParkerVision and the selling stockholders indemnify
each other against certain liabilities, including liabilities under the
Securities Act of 1933. In the opinion of the Securities and Exchange
Commission, indemnification for these claims is against public policy, and
therefore, it is unenforceable.