As filed with the Securities and Exchange Commission on November 22, 2005. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PARKERVISION, INC -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Florida 59-2971472 ------------------------------------ --------------------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 8493 Baymeadows Way, Jacksonville, Florida 32256 ------------------------------------ --------------------------------------- (Address of Principal Executive (Zip Code) Offices) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A(c), please to General Instruction A(d), please check the following box. |_| check the following box. |X| Securities Act registration statement file number to which this form relates: _____________________________________________________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: _____________________________________________________ Title of Each Class Name of Each Exchange on Which to be Registered Each Class is to be Registered ------------------------------------ --------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Rights to purchase Series E Preferred Stock -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. The information required by this item is contained under the heading "Item 3.03 - Material Modification to Rights of Security Holders" in the Current Report on Form 8-K of ParkerVision, Inc. filed on November 22, 2005. This information is incorporated herein by reference. Item 2. Index to Exhibits. *4.1 Shareholder Protection Rights Agreement dated November 21, 2005, between ParkerVision, Inc. and American Stock Transfer & Trust Company, as Rights Agent *4.2 Certificate of Designations of the Preferences, Limitations and Relative Rights of Series E Preferred Stock *4.3 Form of rights Certificate to be issued under Shareholder Protection Rights Agreement dated November 21, 2005 * Incorporated by reference from the exhibits filed with the Current Report on Form 8-K, filed November 22, 2005, of ParkerVision, Inc. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. PARKERVISION, INC. Date: November 22, 2005 By: /s/ Cynthia Poehlman --------------------- Cynthia Poehlman, Chief Financial Officer 3