Filed pursuant to Rule 424(b)(3) File No. 333-76395 PROSPECTUS MICROVISION, INC. 1,005,236 shares of Common Stock 564,343 Common Stock Purchase Warrants These shares of common stock and common stock purchase warrants are being offered and sold from time to time by one of our current shareholders. We issued the shares and warrants, or reserved the shares for issuance, to the selling shareholder in connection with an investment that the selling shareholder made in the Company in April 1999. The selling shareholder may sell the shares and warrants from time to time at fixed prices, market prices, prices computed with formulas based on market prices, or at negotiated prices, and may engage a broker or dealer to sell the shares and warrants. For additional information on the selling shareholder's possible methods of sale, you should refer to the section of this prospectus entitled "Plan of Distribution" on page 14. We will not receive any proceeds from the sale of the shares or warrants, but will bear the costs relating to the registration of the shares and warrants. Our common stock is traded on the Nasdaq National Market under the symbol "MVIS." On June 30, 1999, the closing price for our common stock was $22.625 per share. ------------------------------- This shares offered in this prospectus involve a high degree of risk. You should carefully consider the "Risk Factors" beginning on page 4 in determining whether to purchase shares of our common stock or the common stock purchase warrants. ------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the shares, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------------- The date of this Prospectus is July 1, 1999. TABLE OF CONTENTS Section Page - ------- ---- Our Business ..................................................... 3 Risk Factors ..................................................... 4 Selling Shareholder .............................................. 11 Plan of Distribution ............................................. 13 Experts .......................................................... 14 Limitation of Liability and Indemnification ...................... 14 Information Incorporated by Reference ............................ 14 Available Information ............................................ 15 You should rely only on information contained or incorporated by reference in this prospectus. See "Information Incorporated by Reference" on page 14. Neither Microvision nor the selling shareholder has authorized any other person to provide you with information different from that contained in this prospectus. The shares of common stock and common stock purchase warrants are not being offered in any jurisdiction where the offering is not permitted. The information contained in this prospectus is correct only as of the date on the cover, regardless of the date this prospectus was delivered to you or the date on which you acquired any of the shares or warrants. -2- OUR BUSINESS Microvision develops information display technologies that allow electronically generated images and information to be projected to the retina of the viewer's eye. We have developed prototype Virtual Retinal DisplayTM ("VRDTM") devices, including portable color and monochrome versions, and currently are refining, developing and marketing our VRD technology for commercial applications. We expect to commercialize our technology through the development of products and as a supplier of personal display technology to original equipment manufacturers. We believe the VRD technology will be useful in a variety of applications, including portable communications and visual simulation for defense, medical, industrial and consumer markets that may include superimposing images on the user's field of vision. We expect that our technology will allow for the production of highly miniaturized, lightweight, battery-operated displays that can be held or worn comfortably. Microvision's scanning technology also may be applied to the capturing of images, in such possible applications as a digital camera or a bar code reader. Our objective is to be a leading provider of personal display products and imaging technology in a broad range of professional and consumer applications. We intend to achieve this objective and to generate revenues by licensing our technology to original equipment manufacturers of consumer electronics products; providing engineering services associated with cooperative development arrangements and research contracts; and manufacturing and selling high-performance personal display products to professional users, directly or through joint ventures. Microvision was incorporated in 1993. Our principal executive offices are located at 19910 North Creek Parkway, Bothell, WA 98011-3008, and our telephone number is (425) 415-6847. -3- RISK FACTORS You should carefully consider the following factors and other information in this prospectus before deciding to invest in Microvision's common stock or warrants. You should not purchase any of the shares of common stock or common stock purchase warrants unless you can afford a complete loss of your investment. Our Technology May Not Be Commercially Acceptable. Our success will depend on the successful development and commercial acceptance of the VRD technology. To achieve commercial success, this technology and products incorporating this technology must be accepted by original equipment manufacturers and end users, and must meet the expectations of our potential customer base. We cannot be certain that the VRD technology or products incorporating this technology will achieve market acceptance. We Have Not Completed Development of a Commercial Product. Although we have developed prototype VRD displays, we must undertake significant additional research, development and testing before we are able to produce any products for commercial sale. We cannot be certain that we will be successful in further refining the VRD technology to produce marketable products. In addition, product development delays or the inability to enter into relationships with potential product development partners may delay the introduction of, or prevent us from introducing, commercial products. Any delay in developing and producing, or the failure to develop and produce, commercially viable products would have a material adverse effect on our business, operating results, and financial condition. We Have Experienced Net Losses in Each Year of Operations and Do Not Expect to Have Earnings At Least Through 2000. We have experienced net losses in each year of operations and, as of March 31, 1999, had an accumulated deficit since inception of $26.0 million. We incurred net losses of $3.5 million in 1996, $4.9 million in 1997, and $7.3 million in 1998. Our revenues to date have been generated from development contracts. We do not expect to generate significant revenues from product sales in the near future. The likelihood of our success must be considered in light of the expenses, difficulties, and delays frequently encountered by businesses formed to develop new technologies. In particular, our operations to date have focused primarily on research and development of the VRD technology and prototypes, and we have developed marketing capabilities only during the past year. We are unable to estimate future operating expenses and revenues based upon historical performance. Our operating results will depend, in part, on matters over which we have no control, including, without limitation: o our ability to achieve market acceptance of the VRD technology and products incorporating that technology; o our ability to develop and manufacture commercially viable products incorporating the VRD technology; -4- o the level of contract revenues in any given period; o our expense levels and manufacturing costs; and o technological and other developments in the electronics, computing, information display and imaging industries. We cannot be certain that we will be successful in obtaining additional development contracts, or that we will be able to generate purchase orders for products incorporating the VRD technology. In light of these factors, we expect to continue to incur substantial losses and negative cash flow at least through 2000 and possibly thereafter. We cannot be certain that the Company will become profitable or cash flow positive at any time in the future. We Rely on Our Patents and Other Proprietary Technology and May Be Unable to Protect Them Adequately. Our success will depend in part on the ability of the Company, the University of Washington, and the Company's other licensors to maintain the proprietary nature of the VRD and related technologies. Although our licensors have patented various aspects of the VRD technology and we continue to file our own patent applications covering VRD features and related technologies, we cannot be certain as to the degree of protection offered by these patents or as to the likelihood that patents will be issued from the pending patent applications. Moreover, these patents may have limited commercial value or may lack sufficient breadth to protect adequately the aspects of our technology to which the patents relate. We cannot be certain that our competitors, many of which have substantially greater resources than us and have made substantial investments in competing technologies, will not apply for and obtain patents that will prevent, limit or interfere with our ability to make and sell our products. In addition, we are aware of several patents held by third parties that relate to certain aspects of retinal scanning devices. These patents could be used as a basis to challenge the validity of the University of Washington's patent rights, to limit the scope of the University's patent rights or to limit the University's ability to obtain additional or broader patent rights. A successful challenge to the validity of the University's patents could limit our ability to commercialize the VRD technology and, consequently, materially and adversely effect our business, operating results, and financial condition. Moreover, we cannot be certain that such patent holders or other third parties will not claim infringement by the Company or by the University with respect to current and future technology. Because U.S. patent applications are held and examined in secrecy, it is also possible that presently pending U.S. applications will eventually issue with claims that will be infringed by the Company's products or the VRD technology. The defense and prosecution of a patent suit would be costly and time-consuming, even if the outcome were ultimately favorable to us. An adverse outcome in the defense of a patent suit could subject us to significant liabilities, require the Company and others to cease selling products that incorporate VRD technology or cease licensing the VRD technology, or require disputed rights to be licensed from third parties. Such licenses may not be available on satisfactory terms, or at all. Moreover, if claims of infringement are asserted against future co-development partners or customers of the Company, those partners or customers may seek indemnification from us for damages or expenses they incur. -5- We also rely on unpatented proprietary technology. Third parties could develop the same or similar technology or otherwise obtain access to our proprietary technology. We cannot be certain that we will be able to adequately protect our trade secrets, know-how or other proprietary information or to prevent the unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. Our Rights to the VRD Technology Are Subject to Our License Agreement with the University of Washington. Our success depends on technology that we have licensed from the University of Washington. If the University of Washington were to violate the terms of our license agreement, our business, operations, and prospects could be materially and adversely affected. In addition, we could lose the exclusivity under the UW License Agreement if we fail to respond timely to claims of infringement with respect to the VRD technology. The loss of exclusivity under the UW License Agreement could have a materially adverse effect on the Company's business, operating results, and financial condition. Our Future Success Depends on Collaboration with Third Parties. Our strategy for developing, testing, manufacturing and commercializing the VRD technology and products incorporating the VRD technology includes entering into cooperative development and sales and marketing arrangements with corporate partners, original equipment manufacturers, and other third parties. We cannot be certain that we will be able to negotiate such arrangements on acceptable terms, if at all, or that such arrangements will be successful in yielding commercially viable products. If we are unable to establish such arrangements, we would require additional working capital to undertake such activities on our own and would require extensive manufacturing, sales and marketing expertise that we do not currently possess. In addition, we could encounter significant delays in introducing the VRD technology into certain markets or find that the development, manufacture or sale of products incorporating the VRD technology in such markets would not be feasible without, or would be adversely affected by the absence of, such arrangements. To the extent that we enter into cooperative development, sales and marketing or other joint venture arrangements, our revenues will depend upon the efforts of third parties. We cannot be certain that any such arrangements will be successful. The Information Display Industry Is Highly Competitive and We May Not Be Able to Keep Up With Rapid Technological Change. Our products and the VRD technology will compete with established manufacturers of miniaturized CRT and flat panel display devices, many of which have substantially greater financial, technical and other resources than us and many of which are developing alternative miniature display technologies. We also will compete with other developers of miniaturized display devices. The electronic information display industry has been characterized by rapidly changing technology, accelerated product obsolescence, and continuously evolving industry standards. Our success will depend upon our ability to further develop the VRD technology and to introduce new products and features in a timely manner to meet evolving customer requirements. We may not succeed in these efforts. Our business and results of operations will be materially and adversely affected if we incur delays in developing our products or if such products do not gain broad market acceptance. In addition, our competitors may develop information display technologies and products that would render the VRD technology or our proposed products commercially infeasible or technologically obsolete. We cannot be certain that the VRD technology or our -6- proposed products will remain competitive with such advances or that we will have sufficient funds to invest in new technologies or processes. We Lack Manufacturing Capability. Our success depends in part on our ability to manufacture our components and future products to meet high quality standards in commercial quantities at competitive prices. To date, we only have produced prototype products for research, development and demonstration purposes, and currently lack the capability to manufacture products in commercial quantities. Accordingly, we will be required to obtain access through our partners or contract manufacturers to manufacturing capacity and processes for the commercial production of our future products. We cannot be certain that the Company will successfully obtain access to these manufacturing resources or, if it does, that these resources will be able to manufacture components to our design and quality specifications. Future manufacturing difficulties or limitations of our suppliers could result in: o a limitation on the number of products incorporating the VRD technology that can be produced; o unacceptably high prices for components, with a resulting loss of profitability and loss of competitiveness for our products; and o increased demands on our financial resources, possibly requiring additional equity and/or debt financings to sustain our business operations. We Are Substantially Dependent on Partners in the Defense and Aerospace Industries. Our revenues to date have been derived principally from product development research relating to defense and aerospace applications of the VRD technology. The Company believes that development programs and sales of potential products in these markets will represent a significant portion of our future revenues. Developments that adversely affect the defense and aerospace sectors, including delays in government funding and a general economic downturn, could, in turn, materially and adversely affect the Company's business and operating results. We May Require Additional Capital to Continue Implementing Our Business Plan. The Company believes that its current cash and investment balances will satisfy its budgeted capital and operating requirements for at least the next 12 months, based on our current operating plan. Actual expenses, however, may exceed budgeted amounts and we may require additional capital to fund long-term operations and business development. Our capital requirements will depend on many factors, including, but not limited to, the rate at which we can develop the VRD technology, our ability to attract partners for product development and licensing arrangements, and the market acceptance and competitive position of products that incorporate the VRD technology. We cannot be certain that we will be able to obtain financing when needed or that we will be able to obtain financing on satisfactory terms. If additional funds are raised through the issuance of equity, convertible debt or similar securities, shareholders may experience additional dilution and such securities may have rights or preferences senior to those of the Common Stock. Moreover, if adequate funds were not available to satisfy our short-term or long-term capital requirements, we would be required to limit our operations significantly. -7- A Substantial Number of Our Shares Are Eligible for Future Sale and Could Depress Market Prices. The sale of a substantial number of shares of our common stock in the public market or the prospect of such sales could materially and adversely affect the market price of the common stock. As of June 24, 1999 we had outstanding: o 7,538,413 shares of common stock; o publicly-traded warrants to purchase 2,273,926 shares of common stock; o privately placed warrants and options to purchase 683,801 shares of common stock; and o "representative warrants" to purchase 186,250 shares of common stock. Almost all of our outstanding shares of common stock may be sold without substantial restrictions. In addition, as of June 24, 1999, we had granted options under our option plans to purchase an aggregate of 2,423,520 shares of common stock. All of the shares purchased under the option plans are available for sale in the public market, subject in some cases to volume and other limitations. We also have granted the holder of our Series B Stock options to purchase an aggregate of 3,520 additional shares of Series B Stock convertible into 200,000 shares of common stock. Sales in the public market of substantial amounts of common stock, including sales of common stock issuable upon conversion of the Series B Stock or the exercise of the outstanding warrants, could depress prevailing market prices for the common stock. Even the perception that such sales could occur may adversely impact market prices. Continued Development Funding is Uncertain; Our Quarterly Performance May Vary Significantly. Our revenues to date have been generated from a limited number of development contracts with U.S. government agencies and commercial partners. If the U.S. government or our current and prospective commercial partners were to reduce or delay funding of development programs involving new information display technologies, our business, operating results, and financial condition could be materially and adversely affected. In addition, our quarterly operating results may vary significantly based on the status of particular development programs and the timing of deliverables under specific development agreements. Because of these factors, revenue, net income or loss and cash flow may fluctuate significantly from quarter to quarter. We Rely on Our Key Personnel. Our success depends on our officers and other key personnel and on the ability to attract and retain qualified new personnel. Achievement of our business objectives will require substantial additional expertise in the areas of sales and marketing, technology and product development, and manufacturing. Competition for qualified personnel in these fields is intense, and the inability to attract and retain additional highly skilled personnel, or the loss of key personnel, could have a material adverse effect on our business, operating results and financial condition. -8- We Face Potential Year 2000-Related Risks. The effect on the Company of an internal Y2K failure, a third party Y2K failure or a combination of internal and external Y2K failures could range from a minor disruption in our purchases to an extended interruption in the information technology ("IT") and non-IT systems of third parties whose operations materially impact our operations. Such an interruption could result in a material adverse effect on the Company's business, operating results, and financial position. Our Products May Be Subject to Future Health and Safety Regulation. Except for regulations related to the labeling of devices that emit electro-magnetic radiation, we are not aware of any health or safety regulations applicable to products incorporating the VRD technology. We cannot be certain, however, that new health and safety regulations will not be promulgated that might materially and adversely affect the Company's ability to commercialize the VRD technology. Any such regulation could have a material and adverse effect on our business, operating results, and financial condition. Our Stock Price May Be Volatile. The trading price of our common stock could be subject to significant fluctuations in response to, among other factors: o variations in quarterly operating results; o changes in analysts' estimates; o announcements of technological innovations by us or our competitors; and o general conditions in the information display and electronics industries. In addition, the stock market is subject to price and volume fluctuations that particularly affect the market prices for small capitalization, high technology companies. These fluctuations are often unrelated to the operating performance of these companies. Certain Provisions of our Articles Could Make a Proposed Acquisition That is Not Approved by Our Board of Directors More Difficult. Our Amended and Restated Articles of Incorporation give our Board of Directors the authority to issue, and to fix the rights and preferences of, shares of our preferred stock without shareholder action, which may have the effect of delaying, deterring or preventing a change in control of the Company. Furthermore, the Articles of Incorporation provide that the written demand of at least 25% of the outstanding shares is required to call a special meeting of the shareholders. In addition, certain provisions of Washington law could have the effect of delaying, deterring or preventing a change in control of the Company. We Do Not Anticipate Declaring Any Dividends. We have not previously paid any dividends on our common stock and for the foreseeable future expect to retain any earnings to finance the development and expansion of our business. -9- Special Note Regarding Forward-Looking Statements Some of the statements contained in this prospectus discuss future expectations, contain projections or results of operations or financial condition or state other "forward-looking" information. These statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ from those contemplated by the statements and, therefore, these statements are not guarantees of our future performance. -10- SELLING SHAREHOLDER On April 1, 1999, Capital Ventures International (the "selling shareholder") acquired 440,893 shares of common stock (the "Initial Shares"), a warrant to purchase 145,495 shares of common stock ("Series 1 Warrant") and a warrant to purchase 418,848 shares of common stock ("Series 2 Warrant"). In addition, if the Company's common stock trades below a certain level at the time the registration statement of which this prospectus constitutes a part becomes effective, the Company is obligated to issue up to an additional 225,774 shares of common stock to the selling shareholder as Adjustment Shares. See "Risk Factors - Additional Shares Potentially Issuable By Us Would Dilute Your Shareholdings and Could Hinder Our Ability to Obtain Additional Financing." The material terms of this transaction are described in the Company's Annual Report on Form 10-K, which is incorporated by reference in this prospectus. The Series 1 Warrant and Series 2 Warrant are exercisable at $19.05 and $17.91 per share, respectively. These exercise prices are subject to adjustment under certain circumstances in the event of stock splits, stock dividends, recapitalizations, reclassifications, and similar events, and if the Company sells certain securities at less than the market price (as defined in the warrants) of the Company's common stock. The exercise price does not adjust for changes in market price or other performance criteria. The Series 1 Warrant may, under certain circumstances, be converted into shares of common stock in a "cashless exercise" pursuant to which the converting holder may surrender to the Company a number of shares of common stock having a market value equal to the aggregate exercise price of the warrant being converted, reducing the total number of shares to be issued by the Company upon such conversion. In the registration statement of which this prospectus is a part, (i) the Initial Shares, (ii) the maximum number of shares of common stock issuable upon exercise of the Series 1 Warrant, (iii) the maximum number of shares issuable upon exercise of the Series 2 Warrant, (iv) the Series 1 Warrant, and (v) the Series 2 Warrant have been registered. The following table sets forth certain information as of June 24, 1999, regarding the ownership of the common stock by the selling shareholder and as adjusted to give effect to the sale of the shares offered hereby. The information relating to the shares beneficially owned by the selling shareholder prior to the offering excludes the Adjustment Shares and the number of shares issuable upon exercise of the Series 2 Warrant, which may not be exercised until April 1, 2000. The information relating to the shares being offered hereby represents: o the Initial Shares; and o the maximum number of shares of common stock issuable upon exercise of the Series 1 Warrant and the Series 2 Warrant. -11-