U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934. For the
transition period from ___________to____________.
Commission File Number 0-21221
MICROVISION, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Washington 91-1600822
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2203 Airport Way South, Suite 100, Seattle, Washington 98134
(Address of Principal Executive Offices)
Issuer's telephone number, including area code: (206) 623-7055
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ] _____
As of June 30, 1998, 6,006,826 shares of the Company's common stock, no par
value, were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I
FINANCIAL INFORMATION
Page
Item 1 - Financial Statements
Balance Sheet at June 30, 1998 and December 31, 1997 3
Statement of Operations for the three and six months ended 4
June 30, 1998 and 1997
Statement of Cash Flows for the six months ended 5
June 30, 1998 and 1997
Statement of Comprehensive Income for the three months and six 6
months ended June 30, 1998 and 1997
Notes to Financial Statements 7
Item 2 - Management's Discussion and Analysis of Financial Condition 8
and Results of Operations
2
MICROVISION, INC.
Balance Sheet
June 30, December 31,
1998 1997
-------------- --------------
ASSETS
Current assets
Cash and cash equivalents $ 4,085,800 $ 5,049,200
Investment securities available-for-sale 1,795,300 3,792,000
Accounts receivable, net 1,330,900 150,000
Costs and estimated earnings in excess of
billings on uncompleted contracts 734,300 843,800
Other current assets 80,600 113,100
-------------- --------------
Total current assets 8,026,900 9,948,100
Property and equipment, net 1,327,100 772,700
Other assets 44,100 20,000
-------------- --------------
$ 9,398,100 $ 10,740,800
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,235,300 $ 768,200
Accrued liabilities 1,305,500 715,900
Billings in excess of costs and estimated earnings
on uncompleted contracts 251,900 -
Current portion of capital lease obligations 85,000 22,700
-------------- --------------
Total current liabilities 2,877,700 1,506,800
-------------- --------------
Capital lease obligations, net of current portion 224,300 69,600
-------------- --------------
Shareholders' Equity
Common stock 25,553,300 25,375,300
Deferred compensation (384,300) (701,200)
Unrealized holding loss on investment securities (4,700) (1,200)
Accumulated deficit (18,868,200) (15,508,500)
-------------- --------------
Total shareholders' equity 6,296,100 9,164,400
-------------- --------------
$ 9,398,100 $ 10,740,800
============== ==============
See accompanying notes to financial statements.
3
MICROVISION, INC.
Statement of Operations
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------- ----------------------------------
1998 1997 1998 1997
------------ ------------ ------------- -------------
Contract revenue $ 2,055,900 $ 102,200 $ 3,764,100 $ 102,200
------------ ------------ ------------- -------------
Research and development expense 2,926,500 933,700 4,785,800 1,583,400
Marketing, general and
administrative expense 1,345,800 726,900 2,514,600 1,407,200
------------ ------------ ------------- -------------
Total expenses 4,272,300 1,660,600 7,300,400 2,990,600
------------ ------------ ------------- -------------
Loss from operations (2,216,400) (1,558,400) (3,536,300) (2,888,400)
Other income - 222,500 - 222,500
Interest income 82,100 161,100 189,500 333,100
Interest expense (8,900) (600) (12,900) (1,300)
------------ ------------ ------------- -------------
Net loss $ (2,143,200) $ (1,175,400) $ (3,359,700) % (2,334,100)
============ ============ ============= =============
Net loss per share $ (0.36) $ (0.20) $ (0.56) $ (0.40)
============ ============ ============= =============
Weighted average shares outstanding 5,964,700 5,782,200 5,954,900 5,780,600
============ ============ ============= =============
Net loss per share assuming dilution $ (0.36) $ (0.20) $ (0.56) $ (0.40)
============ ============ ============= =============
Weighted average shares outstanding
assuming dilution 5,964,700 5,782,200 5,954,900 5,780,600
============ ============ ============= =============
See accompanying notes to financial statements.
4
MICROVISION, INC.
Statement of Cash Flows
Six Months Ended June 30,
---------------------------------
1998 1997
------------ ------------
Cash flows from operating activities
Net loss $ (3,359,700) $ (2,334,100)
Adjustments to net cash used in operations:
Depreciation and write-off of fixed assets 207,200 45,900
Non-cash expenses related to issuance of stock,
warrants and options and deferred compensation 317,700 49,900
Unrealized holding loss on investment securities (3,500) -
Changes in:
Accounts receivable (1,180,900) (49,300)
Costs and expenses in excess of billings 109,500 -
Other current assets 32,500 (48,700)
Other assets (24,100) 18,000
Accounts payable 467,100 12,000
Accrued liabilities 589,600 (288,000)
Billings in excess of costs and expenses 251,900 -
------------ ------------
Net cash used in operating activities (2,592,700) (2,594,300)
------------ ------------
Cash flows from investing activities:
Purchases of investment securities, net 1,996,700 -
Purchases of property and equipment (525,100) (234,400)
------------ ------------
Net cash used in investing activities 1,471,600 (234,400)
------------ ------------
Cash flows from financing activities:
Principal payments on capital leases (19,500) -
Issuance of common stock 177,200 26,300
------------ ------------
Net cash provided by financing activities 157,700 26,300
------------ ------------
Net decrease in cash and cash equivalents (963,400) (2,802,400)
Cash and cash equivalents at beginning of period 5,049,200 14,265,800
------------ ------------
Cash and cash equivalents at end of period $ 4,085,800 $ 11,463,400
============ ============
See accompanying notes to financial statements.
5
MICROVISION, INC.
Statement of Comprehensive Income
Three months ended June 30, Six Months Ended June 30,
-------------------------------- -------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
Net loss $ (2,143,200) $ (1,175,400) $ (3,359,700) $ (2,334,100)
Other comprehensive loss:
Unrealized loss on investment securities
available-for-sale (100) - (3,500) -
------------ ------------ ------------ ------------
Comprehensive loss $ (2,143,300) $ (1,175,400) $ (3,363,200) $ (2,334,100)
============ ============ ============ ============
See accompanying notes to financial statements.
6
MICROVISION, INC.
Notes to Financial Statements
June 30, 1998
Management's Statement
The accompanying unaudited financial statements of Microvision, Inc. (the
"Company") at June 30, 1998 and December 31, 1997 and for the periods then ended
have been prepared in accordance with generally accepted accounting principles
for interim financial information on a basis consistent with the audited
financial statements of the Company for the twelve month period ended December
31, 1997. These statements include all adjustments (consisting only of normal
recurring accruals) that, in the opinion of the Company's management, are
necessary for a fair presentation of the financial position, results of
operations and cash flows for the periods presented. The interim results are not
necessarily indicative of results that may be expected for a full year and
should be read in conjunction with MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS set forth herein and with the
Company's audited financial statements for the year ended December 31, 1997,
which are included in the Company's Annual Report on Form 10-KSB as filed with
the Securities and Exchange Commission.
Computation of Net Loss Per Share
Net loss per share and net loss per share assuming dilution information is
computed using the weighted average number of shares of common stock outstanding
during each period in which the Company reports a loss. Common equivalent shares
issuable upon the exercise of outstanding options and warrants to purchase
shares of the Company's common stock (using the treasury stock method) are not
included in the calculation of the net loss per share and net loss per share
assuming dilution because the effect of their inclusion is anti-dilutive.
7
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Preliminary Note Regarding Forward-Looking Statements The information set forth
in this Item 2 contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Such statements may
include, but are not limited to, projections of revenues, income, or loss,
capital expenditures, plans for product development and cooperative
arrangements, future operations, financing needs or plans of the Company, as
well as assumptions relating to the foregoing. The words "believe," "expect,"
"anticipate," "estimate," "project," and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made. Such statements are inherently subject to risks and uncertainties as
further described herein and in the "Considerations Related to the Company's
Business" section of the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997, as filed with the Securities and Exchange Commission.
The Company's actual results may differ materially from the results projected in
the forward-looking statements.
Overview
The Company commenced operations in May 1993 to develop and commercialize
technology for displaying images and information onto the retina of the viewer's
eye. In 1993, the Company acquired an exclusive license (the "Exclusive
License") to the Virtual Retinal Display(TM) technology ("VRD"(TM)) from the
University of Washington ("UW") and entered into a research agreement (the
"Research Agreement") with the University of Washington to further develop the
VRD technology. The Company was in the development stage as of and for the
period ended December 31, 1996. In connection with its development activities,
the Company incurred costs to incorporate and establish its business activities
as well as develop and market VRD technology. As of December 31, 1997, the
Company was no longer considered a development stage enterprise. Since the
completion of its initial public offering in August 1996, the Company also has
established and equipped its own in-house laboratory for the continuing
development of the VRD technology and has transferred the core research and
development work from the University of Washington's Human Interface Technology
Lab to the Company. The Company has incurred substantial losses since its
inception and expects to continue to incur significant operating losses over the
next several years.
The Company's objective is to be a leading provider of personal display
products and imaging technology in a broad range of professional and consumer
applications. The Company expects to achieve this objective and to generate
revenues through a combination of the following activities: technology licensing
to original equipment manufacturers ("OEMs") of consumer electronics products;
provision of engineering services associated with cooperative product
development arrangements and research contracts; and the manufacture and sale of
high-performance personal display products to professional users, directly, and
through OEMs and through joint ventures.
8
The Company is in discussions with systems and equipment manufacturers in
the defense and wireless communications, computing, and commercial and consumer
electronics industries. The Company expects to work with certain of these
manufacturers to develop or co-develop specific products that the Company
believes to be the most commercially viable.
To date, the Company's revenues have been derived generally from
development contracts with both commercial and government customers. Revenues
from sales of products may not occur for several years.
The Company currently has several prototype versions of the VRD including
monochromatic and color portable units and a full-color bench-top model. The
Company plans to continue funding prototype and demonstration versions of
products incorporating the VRD technology throughout 1998. Future revenues,
profits and cash flow, and the Company's ability to achieve its strategic
objectives as described herein will depend upon a number of factors, including
acceptance of the VRD technology by various industries and OEMs, market
acceptance of products incorporating the VRD technology and the technical
performance of such products. Additionally, the Company must be able to attract,
retain and motivate qualified technical and management personnel and anticipate
and adapt to a rapidly changing, competitive market for information display
technologies.
Plan of Operation
The Company intends to continue entering into strategic co-development
relationships with systems and equipment manufacturers to pursue the development
of commercial products incorporating VRD technology. The Company continues to
identify, assess and pursue various market and product opportunities available
to the Company for the commercialization of the VRD technology and to identify
and evaluate potential co-development partners. The Company plans to continue to
expand its sales and marketing staff in support of its objective of
commercializing the VRD technology.
The Company also plans to continue investing in ongoing innovation and
improvements to the VRD technology, including the development of component
technology and additional prototypes, as well as design of subsystems and
products. The Company has established, staffed, and equipped an in-house
laboratory to support VRD technology development and product development
engineering associated with current cooperative development projects and future
cooperative development projects, which the Company expects to receive. The
Company plans to continue hiring technical personnel to achieve the Company's
technology development objectives and to continue performing on the Company's
development contracts.
Results of Operations
The Company's revenues have been derived generally from development
contracts with both commercial and government customers. As of June 30, 1998,
the Company had an accumulated
9
deficit since inception of $18.9 million. The Company expects to continue and to
increase expenditures in research and development as well as in sales, marketing
and administration as it continues to focus its efforts on further development
and refinement of the VRD technology and as it continues to pursue
commercialization of the VRD technology.
THREE MONTHS ENDED JUNE 30, 1998 COMPARED
TO THREE MONTHS ENDED JUNE 30, 1997
Revenue in the three months ended June 30, 1998 increased $1,953,700 to
$2,055,900 or 1,912% from $102,200 in the comparable period in 1997. The revenue
for the period ended June 30, 1998 was derived from contracts into which the
Company entered during both 1997 and the current year.
Research and development expenses in the three months ended June 30, 1998
increased $1,992,800 or 213% to $2,926,500 from $933,700 in the comparable
period in 1997. In the period ended June 30, 1997, the Company made a payment of
$320,800 to the University of Washington pursuant to the Research Agreement. The
balance of the expenses of $2,926,500 and $612,900 in the periods ended June 30,
1998 and 1997, respectively, were incurred directly by the Company in part to
further develop the VRD technology.
The increase in research and development expenses of $1,992,800 for the
quarter ended June 30, 1998 over the comparable period in 1997 reflects
continued implementation of the Company's operating plan, which calls for
building its technical staff, supporting activities to further develop the
Company's technology, establishing and equipping its own in-house laboratories,
and performing work in support of the Company's sales and marketing activities
related to the commercialization of the VRD technology. The increase also
includes increased costs incurred in the performance of contracts.
In 1997, the Company made the final payment due under its Research
Agreement with the University of Washington, which resulted in the Company now
having paid in full the $5.1 million license fee due under its exclusive license
for the VRD technology. In September 1997, the Company and the UW agreed to
extend the term of the Research Agreement from October 31, 1997 to March 31,
1998 at no additional cost to the Company. In March 1998, the Company and the UW
agreed to extend the term of the Research Agreement from March 31, 1998 to
December 31, 1998, at no additional cost to the Company. The extension is
expected to enable the UW to complete performance of certain research activities
under the Research Agreement.
The Company expects its research and development expenses to increase in
the future over prior periods. In addition to costs associated with performing
on contracts, the Company plans to continue to build its technical staff and
research capabilities in support of current and future contracts, to expand
internal research and development activities, to increase technical support of
sales and marketing efforts, and to prepare for performing on future contracts
relating to the commercialization of the VRD technology.
Marketing, general and administrative expenses in the three months ended
June 30, 1998
10
increased $618,900 or 85% to $1,345,800 from $726,900 in the comparable period
in 1997. The increase includes increased aggregate compensation and associated
support costs for employees including those employed at June 30, 1997 and those
hired subsequent to that date in sales and marketing and in administration. The
Company expects marketing, general and administrative expenses to increase in
future periods as the Company makes additional investments in sales and
marketing activities to promote its VRD technology and anticipated products and
as it adds to its sales and marketing and administrative staff and increases the
level of corporate and administrative activity.
Other income for the three months ended June 30, 1997 was $222,500, which
resulted from the reduction of an accrued liability for litigation upon
settlement of the matter at a lesser amount than the established reserve.
Net interest income in the three months ended June 30, 1998 was $73,200
compared to net interest income of $160,500 in the comparable period of 1997.
This decrease was due principally to lower average cash balances in the three
months ended June 30, 1998, compared to the same period in 1997, representing
the remaining net proceeds received by the Company from its initial public
offering in August 1996.
During the quarter ended June 30, 1998, the Company announced that it had
entered into two development contracts. In May, the Company announced the
receipt of a Phase II Small Business Innovation Research (SBIR) contract from
the Department of Defense for the development of a High Fidelity Head Mounted
Display (HMD). The HDTV quality HMD is for use in flight simulators for training
military pilots. The $1.1 million award combines funding from the Department of
Defense and Saab AB and Ericsson-Saab Avionics, Microvision's commercial partner
in the "fast-track" program. In June, the Company announced that it had received
another Phase II SBIR contract totaling approximately $583,000 from the U.S. Air
Force to develop a wide field-of-view head-worn display system. Microvision's
VRD technology is expected to enable Command, Control, Communications, Computers
& Intelligence personnel to view large amounts of mission- and
situation-critical data through a light-weight eyewear display system,
resembling glasses, during both wartime conditions and training sessions.
The Company also made important deliveries during the quarter. In April,
the Company delivered an advanced helmet-mounted display to a large,
international avionics company. More recently the Company delivered its second
HMD to Saab-AB and Ericsson Saab Avionics, pursuant to its development agreement
with those companies.
The Company also continues to increase its intellectual property (IP)
portfolio both related to its proprietary VRD technology and in other
technologies. Rapid growth of the IP portfolio is a part of the Company's
marketing strategy and aggressive micro-display technology research and
development efforts.
In April the Company announced that it had expanded its IP portfolio with
the issuance of four new patents. Also, the number of pending applications has
increased to twelve. In excess of twenty patent applications are expected to be
filed during 1998.
11
Subsequent to the end of the quarter, the Company announced that it had
acquired the rights to three patents and eleven pending patents relating to the
design and fabrication of a micro miniature scanning device that can be
manufactured using semi-conductor fabrication techniques. The Company also
demonstrated the device, which represents a breakthrough for a wide variety of
next generation display and imaging products. The development is significant
because of the degree of system miniaturization it enables, and because it has
the potential to afford significant production economies through the use of
highly automated batch fabrication techniques.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED
TO SIX MONTHS ENDED JUNE 30, 1997
Revenue in the six months ended June 30, 1998 increased by $3,661,900 or
3,583% to $3,764,100 from $102,200 in the comparable period in 1997. The revenue
for the period ended June 30, 1998 was derived from contracts into which the
Company entered during both 1997 and the current period.
Research and development expenses in the six months ended June 30, 1998
increased by $3,202,400 or 202% to $4,785,800 from $1,583,400 in the comparable
period in 1997. In the period ended June 30, 1997, the Company made payments
totaling $641,600 to the University of Washington pursuant to the Research
Agreement. The balance of the expenses of $4,785,800 and $941,800 in the periods
ended June 30, 1998 and 1997, respectively, were incurred directly by the
Company in part to further develop the VRD technology.
The increase in research and development expenses of $3,202,400 for the six
months ended June 30, 1998 over the comparable period in 1997 reflects continued
implementation of the Company's operating plan, which calls for building its
technical staff, supporting activities to further develop the Company's
technology, establishing and equipping its own in-house laboratories, and
performing work in support of the Company's sales and marketing activities
related to the commercialization of the VRD technology. The increase also
includes increased costs incurred in the performance of contracts.
The Company expects its research and development expenses to increase in
the future over prior periods. In addition to costs associated with performing
on contracts, the Company plans to continue to build its technical staff and
research capabilities in support of current and future contracts, to expand
internal research and development activities, to increase technical support of
sales and marketing efforts, and to prepare for performing on future contracts
relating to the commercialization of the VRD technology.
Marketing, general and administrative expenses in the six months ended June
30, 1998 increased $1,107,400 or 79% to $2,514,600 from $1,407,200 in the
comparable period in 1997. The increase includes increased aggregate
compensation and associated support costs for employees including those employed
at June 30, 1997 and those hired subsequent to that date in sales and marketing
and in administration. The Company expects marketing, general and
12
administrative expenses to increase in future periods as the Company makes
additional investments in sales and marketing activities to promote its VRD
technology and anticipated products and as it adds to its sales and marketing
and administrative staff and increases the level of corporate and administrative
activity.
Other income for the six months ended June 30, 1997 was $222,500, which
resulted from the reduction of an accrued liability for litigation upon
settlement of the matter at a lesser amount than the established reserve.
Net interest income in the six months ended June 30, 1998 was $176,600
compared to net interest income of $331,800 in the comparable period of 1997.
This decrease was due principally to lower average cash balances in the six
months ended June 30, 1998, as compared to the same period in 1997, representing
the remaining net proceeds received by the Company from its initial public
offering in August 1996.
LIQUIDITY AND CAPITAL RESOURCES
From inception through July 1996, the Company financed its operations
primarily through private equity sales and a private placement of convertible
subordinated notes. In August 1996, the Company completed its initial public
offering of 2,250,000 units, each unit consisting of one share of common stock
and one five-year redeemable warrant to purchase one share of common stock at
$12.00 per share. The Company received net proceeds from the offering of
approximately $15.5 million after deducting underwriting discounts and offering
expenses.
At June 30, 1998 the Company had $5.9 million in combined cash, cash
equivalents and investment securities available-for-sale. The Company believes
that these funds together with revenue earned on contracts will satisfy its
budgeted cash requirements for at least the next twelve months based on the
Company's current operating plan. Actual expenses, however, may exceed the
amounts budgeted, and will depend, in part, on the opportunities that arise for
commercialization of the VRD technology. The Company may require additional
capital earlier to develop products, to respond to competitive pressures, to
meet unanticipated development difficulties, or for other working capital
purposes. There can be no assurance that any additional financing will be
available when needed or, if available, on terms satisfactory to the Company.
Subsequent to the end of the quarter, the Company entered into a letter of
intent to lease office space to house the company's operations over the longer
term by providing space to accommodate the Company's planned growth in staff and
lab requirements. Under the terms of the proposed lease, the Company would lease
between 92,000 square feet and 101,000 square feet in two commitments over the
first four years of the seven year term of the lease. The proposed lease is a
triple net lease. Based on the initial commitment of approximately 67,500 square
feet, the base rent expense during the first year of occupancy is estimated at
approximately $861,000, increasing to approximately $931,000 in the second year.
The proposed lease terms include an option for the Company to extend the initial
lease term for one period of five years as well as other options to acquire
additional space should the need arise. Occupancy is expected during the first
quarter of 1999.
The Company's future expenditures and capital requirements will depend on
numerous factors, including the progress of its research and development
program, the progress in its
13
commercialization activities, the cost of filing, prosecuting, defending and
enforcing any patent claims and other intellectual property rights, competing
technological and market developments and the ability of the Company to
establish cooperative development, joint venture and licensing arrangements. If
the Company is successful in establishing co-development and joint venture
arrangements, it is expected that the Company's partners would fund certain
non-recurring engineering costs for product development. Nevertheless, the
Company expects its cash requirements to increase significantly each year as it
expands its operations.
The Company is currently working to resolve the potential impact of the
year 2000 on the processing of date-sensitive information by the Company's
computerized information systems. The year 2000 problem is the result of
computer programs being written using two digits (rather than four) to define
the applicable year. Any of the Company's programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000, which could result in miscalculation or system failures. Based on
preliminary information, costs of addressing potential problems are not
currently expected to have a material adverse impact on the Company's financial
position, results of operations or cash flows in future periods. However, if the
Company, its customers or vendors are unable to resolve such processing issues
in a timely manner, it could result in a material financial risk. Accordingly,
the Company plans to devote the necessary resources to resolve all significant
year 2000 issues in a timely manner.
14
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to, nor is its property subject to, any
material pending legal proceeding.
Item 2. Changes In Securities and Use of Proceeds
In August 1996 the Company issued certain underwriters' warrants to
marion bass securities corporation ("Bass") as partial underwriting
compensation in connection with the Company's initial public offering
("Offering"). Bass transferred certain of the underwriters' warrants
to Burt Davis, an employee of Bass, subsequent to the closing of the
Offering. On January 23, 1998, the Company issued 12,489 shares of
Common Stock and warrants to purchase 12,489 shares of Common Stock to
Bryan Isley upon the "cashless exercise" of underwriters' warrants
acquired by Mr. Isley from Mr. Davis in a private transaction. On May
27, 1998, the Company issued 5,187 shares of Common Stock and warrants
to purchase 5,187 shares of Common Stock to Bass upon the "cashless
exercise" of underwriters' warrants.
On May 27, 1998, the Company also issued 14,008 shares of Common Stock
and warrants to purchase 14,008 shares of Common Stock to Mr. Isley
upon the "cashless exercise" of certain private warrants issued to Mr.
Davis in consideration of pre-Offering financial consulting services
provided to the Company. Mr. Isley acquired such private warrants from
Mr. Davis in a private transaction.
The Company's sale of the shares of Common Stock and Common Stock
purchase warrants to Bass and to Mr. Isley were exempt from the
registration requirements of the Securities Act of 1933 pursuant to
Section 4(2) thereof, based on the nature of the offering and status
of the offerees.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Amended and Restated Bylaws*
10.1 Form of office lease between the City of Seattle and
Microvision, Inc. dated April 29, 1998 relating to Suite
280 of office building located at 2203 Airport Way South,
Seattle, Washington 98134*
10.2 Form of Executive Stock Loan Agreement*
11. Computation of Net Loss Per Share and Net Loss Per Share
Assuming Dilution*
27. Financial Data Schedule
--------------
* Incorporated by reference to the Company's Form 10-QSB
filed on August 14, 1998.
b. Reports on Form 8-K
During the quarterly period ended March 31, 1998, the Company
filed no Current Reports on Form 8-K.
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MICROVISION, INC.
Date: August 27, 1998 RICHARD F. RUTKOWSKI
---------------------------------------
Richard F. Rutkowski
President, Chief Executive Officer
(Principal Executive Officer)
Date: August 27, 1998 RICHARD A. RAISIG
---------------------------------------
Richard A. Raisig
Chief Financial Officer
(Principal Financial and Accounting Officer)
16
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Amended and Restated Bylaws*
10.1 Form of office lease between the City of Seattle and Microvision,
Inc. dated April 29, 1998 relating to Suite 280 of office building
located at 2203 Airport Way South, Seattle, Washington 98134*
10.2 Form of Executive Stock Loan Agreement*
11. Computation of Net Loss Per Share and Net Loss Per Share Assuming
Dilution*
27. Financial Data Schedule
--------------
* Incorporated by reference to the Company's Form 10-QSB
filed on August 14, 1998.