SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)*
PARKERVISION, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
701354102
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(CUSIP Number)
Jeffrey L. Parker
ParkerVision, Inc.
7915 Baymeadow Way
Jacksonville, Florida 32256
(904) 737-1367
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 6, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information that would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 18145M 109 SCHEDULE 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
J-Parker Family Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 48,400
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
48,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 18145M 109 SCHEDULE 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
J-ParkerCo, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 48,400
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
48,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 18145M 109 SCHEDULE 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Deborah Parker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,277,584
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,277,584
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,584
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 18145M 109 SCHEDULE 13D Page 5 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Jeffrey L. Parker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
896,702
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,325,984
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 896,702
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,325,984
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,222,686
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 18145M 109 SCHEDULE 13D Page 6 of 10 Pages
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This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends the
Schedule 13D filed by J-Parker Family Limited Partnership ("J-PFLP"),
J-ParkerCo., Inc. ("J-General Partner") and Jeffrey L. Parker ("Parker" and,
together with J-PFLP, J-General Partner and Deborah Parker, "D. Parker,"
collectively referred to as the "Reporting Persons") with respect to ownership
of the common stock, par value $0.01 per share ("Common Stock"), of
ParkerVision, Inc., a Florida corporation (the "Issuer").
The percentage of beneficial ownership reflected in this Amendment No. 4
is based upon 26,495,691 shares of Common Stock outstanding as of March 6, 2008.
Item 1. Security and Issuer.
The class of equity securities to which this Amendment No. 4 relates is
the Common Stock of the Issuer. The Issuer's principal executive offices are
located at 7915 Baymeadows Way, Suite 400, Jacksonville, Florida 32256.
Item 2. Identity and Background.
J-PFLP's business address is located at 409 S. 17th Street, Omaha,
Nebraska 68102. J-PFLP is a limited partnership organized and existing under the
laws of Nebraska. The principal business of J-PFLP is to hold certain shares of
the Issuer's Common Stock owned by Parker. J-PFLP has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). J-PFLP has not, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
J-General Partner's business address is located at 409 S. 17th Street,
Omaha, Nebraska 68102. J-General Partner is a corporation organized and existing
under the laws of Nebraska. The principal business of J-General Partner is to
act as the sole general partner of J-PFLP. J-General Partner owns 1% of J-PFLP
and was formed, and is 100% owned, by Parker. Parker is the President and sole
Director of J- General Partner. J-General Partner has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). J-General Partner has not, during the past five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
D. Parker's address is 7915 Baymeadows Way, Suite 400, Jacksonville,
Florida 32256. D. Parker is a citizen of the United States. D. Parker has not,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). D. Parker has not, during the past
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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CUSIP No. 18145M 109 SCHEDULE 13D Page 7 of 10 Pages
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Parker's business address is located at 7915 Baymeadows Way, Suite 400,
Jacksonville, Florida 32256. Parker is the Chairman of the Board and Chief
Executive Officer of the Issuer. The Issuer is engaged in the design,
development and licensing of wireless radio frequency technologies. Parker is a
citizen of the United States. Parker has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Parker has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Sources of Funds.
On March 6, 2008, Parker purchased 129,200 shares of Common Stock
("Private Shares") from the Issuer in a private placement, pursuant to a Stock
Purchase Agreement, dated March 4, 2008, between Parker and the Issuer. Parker
purchased the Private Shares at $7.74 per share, which was the closing price of
the Common Stock on NASDAQ on March 3, 2008. Parker used his personal funds to
purchase the Private Shares.
Item 4. Purpose of Transaction.
(i) Parker acquired the securities described above for investment
purposes. Parker, D. Parker, J-PFLP and J-General Partner may from time to time
acquire additional securities for investment purposes, or dispose of securities,
in the open market or in private transactions. Parker holds options to purchase
860,991 shares of Common Stock, issued pursuant to the Issuer's 1993 Stock Plan
and 2000 Performance Equity Plan.
(ii) At the date of this Statement, Parker, D. Parker, J-PFLP and
J-General Partner, except as set forth in this Statement, and consistent with
Parker's position as Chairman of the Board and Chief Executive Officer of the
Issuer, have no plans or proposals which would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
the board of directors or management of the Issuer;
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CUSIP No. 18145M 109 SCHEDULE 13D Page 8 of 10 Pages
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(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those actions enumerated
above.
Item 5. Interest in Securities of the Issuer.
J-PFLP is the beneficial owner of 48,400 shares of Issuer's Common Stock.
J-PFLP has shared voting and dispositive power over these shares as described
below. J-PFLP beneficially owns 0.2% of the Issuer's Common Stock. During the
last 60 days, on February 14, 2008, J-PFLP gifted (a) 2,277,584 shares of the
Issuer's Common Stock to Parker and D. Parker as joint tenants in common and (b)
50,000 shares of the Issuer's Common Stock to various other entities and
persons.
J-General Partner is the beneficial owner of 48,400 shares of the Issuer's
Common Stock. J-General Partner, in its capacity of being the sole general
partner of J-PFLP, controls J-PFLP. Accordingly, J-General Partner is the
beneficially owner of the shares held by J-PFLP. J-General Partner has shared
voting and dispositive power over the shares held by J-PFLP. J-General Partner
beneficially owns 0.2% of the Issuer's Common Stock. During the last 60 days,
J-General Partner has not entered into any transactions with respect to the
Issuer's Common Stock.
D. Parker is the beneficial owner of 2,277,584 shares of the Issuer's
Common Stock. D. Parker owns such shares as joint tenant in common with Parker
and consequently shares voting and dispositive power over such shares with
Parker. D. Parker beneficially owns 8.6% of the Issuer's Common Stock. During
the last 60 days, on February 14, 2008, J-PFLP gifted 2,277,584 shares of the
Issuer's Common Stock to Parker and D. Parker as joint tenants in common.
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CUSIP No. 18145M 109 SCHEDULE 13D Page 9 of 10 Pages
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Parker is the beneficial owner of 3,222,686 shares of the Issuer's Common
Stock. This amount represents (i) 2,277,584 shares of the Issuer's Common Stock
held by Jeffrey Parker and Deborah Parker Joint Tenants in Common, (ii) 48,400
shares of the Issuer's Common Stock held by J-PFLP, (iii) 69,114 shares of the
Issuer's Common Stock owned of record by Parker's three minor children over
which Parker disclaims ownership, (iv) 154,097 shares of the Issuer's Common
Stock held directly by Parker and (v) 673,491 shares of the Issuer's Common
Stock issuable upon the exercise options held by Parker that are currently
exercisable or will become exercisable within 60 days. This amount does not
include 187,500 shares of the Issuer's Common Stock issuable upon exercise of
options held by Parker that are not currently exercisable and will not become
exercisable within 60 days. Parker, who owns 98.89% of the limited partnership
interests of J-PFLP and 100% of the capital stock of J-General Partner and is
the President and sole Director of J-General Partner, controls J-General Partner
and J-PFLP. Accordingly, Parker is deemed to be the beneficial owner of the
shares held by J-PFLP and J-General Partner. As a result of Parker's control of
J-General Partner and J-PFLP, Parker ultimately has sole voting and dispositive
power over the shares held by J-PFLP, although it is nominally shared with
J-PFLP as the record owner of the shares, and with J-General Partner which, as
sole general partner, controls J-PFLP. Additionally, Parker has shared voting
and dispositive power over the shares held by his minor children and the shares
held as joint tenent in common with D. Parker. Parker has sole voting and
dispositive power over the remaining shares. Parker beneficially owns 12.2% of
the Issuer's Common Stock. During the last 60 days, (i) on March 6, 2008, Parker
purchased the Private Shares, as more fully described under Item 3, and (ii) on
February 14, 2008, Parker caused J-PFLP to gift (a) 2,277,584 shares of the
Issuer's Common Stock to Parker and D. Parker as joint tenants in common and (b)
50,000 shares of the Issuer's Common Stock to various other entities and
persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The Reporting Persons have entered into the following agreements with
respect to the securities of the Issuer:
(i) Parker entered into stock option agreements reflecting the stock
option grants referenced in Item 5. The stock option agreements are listed under
Item 7.
(ii) Parker entered into a stock purchase agreement, pursuant to which he
purchased the Private Shares.
Item 7. Material to be filed as Exhibits.
1. Amended Joint Filing Agreement.
2. Stock Option Agreement, dated as of September 7, 2000, between
the Issuer and Jeffrey L. Parker.*
3. Stock Option Agreement, dated as of September 7, 2000, between
the Issuer and Jeffrey L. Parker.*
4. Form of Stock Option Agreement, between the Issuer and Jeffrey
L. Parker (incorporated by reference to the Issuer's Annual
Report on Form 10-K, filed on March 17, 2008).
5. Stock Purchase Agreement, dated March 4, 2008, between the
Issuer and Jeffrey L. Parker (incorporated by reference to the
Issuer's Current Report on Form 8-K, filed on March 6, 2008).
* Previously filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated March 17, 2008
/s/ Jeffrey L. Parker
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Jeffrey L. Parker
/s/ Deborah Parker
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Deborah Parker
J-PARKER FAMILY LIMITED PARTNERSHIP
By: /s/ Jeffrey L. Parker
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Jeffrey L. Parker
Partner
J-PARKERCO, INC.
By: /s/ Jeffrey L. Parker
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Jeffrey L. Parker
President
AMENDED JOINT FILING AGREEMENT
Agreement, dated as of March 17, 2008, among the signatories hereto
(collectively, the "Parties").
Each of the Parties represents to the other Parties that it is eligible to
use Schedule 13D to report its beneficial interest in the common stock of
ParkerVision, Inc. beneficially owned and reported upon in the Schedule 13D of
which this agreement is an exhibit ("Schedule 13D") by each of the Parties.
Each of the Parties agrees to be responsible for the timely filing of the
Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, and
the other Parties to the extent it knows or has reason to believe that any
information about the other Parties is inaccurate.
/s/ Jeffrey L. Parker
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Jeffrey L. Parker
/s/ Deborah Parker
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Deborah Parker
J-PARKER FAMILY LIMITED PARTNERSHIP
By: /s/ Jeffrey L. Parker
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Jeffrey L. Parker
Partner
J-PARKERCO, INC.
By: /s/ Jeffrey L. Parker
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Jeffrey L. Parker
President