You’re currently viewing:


September 2, 1999

424B3: Prospectus filed pursuant to Rule 424(b)(3)

Published on September 2, 1999

Filed pursuant to Rule 424(b)(3)
Registration No. 333-84587


268,600 shares of Common Stock

These shares of common stock are being offered and sold from time to time
by one of our current shareholders. We issued the shares to the selling
shareholder in connection with an investment that the selling shareholder made
in the Company in May 1999.

The selling shareholder may sell the shares 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. 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 12. We will not receive any proceeds from the sale of the
shares, but will bear the costs relating to the registration of the shares.

Our common stock is traded on the Nasdaq National Market under the symbol
"MVIS." On August 30, 1999, the closing price for our common stock was $16.00
per share.


This shares offered in this prospectus involve a high degree of risk. You
should carefully consider the "Risk Factors" contained in our Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999 and in our future
filings with the Securities and Exchange Commission, which are incorporated by
reference in this prospectus, 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 September 2, 1999.


Section Page
- ------- ----
Our Business ................................................... 3
Selling Shareholder ............................................ 4
Plan of Distribution ........................................... 4
Experts ........................................................ 6
Limitation of Liability and Indemnification .................... 6
Information Incorporated by Reference .......................... 6
Available Information .......................................... 7

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

The shares of common stock 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.


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.


On May 6, 1999, Cree Research, Inc. (the "selling shareholder") acquired
268,600 shares of our common stock. The material terms of this transaction are
described in our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999, which is incorporated by reference in this prospectus. We are
registering the selling shareholder's shares in the registration statement of
which this prospectus is a part.

The following table sets forth certain information as of August 30, 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.

Ownership After
Shares Offering if All Shares
Beneficially Offered Hereby Are Sold
Owned Prior Shares Being
Selling Shareholder to Offering Offered Shares Percent
- ----------------------------------------- ------------ ------------ ------- -------

Cree Research, Inc. 268,600 268,600 -0- -

The selling shareholder and its officers and directors have not held any
positions or office or had any other material relationship with us or any of our
affiliates within the past three years.

In recognition of the fact that the selling shareholder may wish to be
legally permitted to sell its shares when it deems appropriate, we agreed with
the selling shareholder to file with the Securities and Exchange Commission,
under the Securities Act, a registration statement on Form S-3, of which this
prospectus forms a part, with respect to the resale of the shares, and to
prepare and file such amendments and supplements to the registration statement
as may be necessary to keep the registration statement effective until the
shares are no longer required to be registered for sale by the selling


We are registering the shares covered by this prospectus for the selling
shareholder. As used in this prospectus, "selling shareholder" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholder's interest. We will pay the costs and fees of registering the
shares, but the selling shareholder will pay any brokerage commissions,
discounts or other expenses relating to the sale of the shares. Microvision and
the selling shareholder each have agreed to indemnify the other against certain
liabilities, including liabilities arising under the Securities Act, that relate
to statements or omissions in the registration statement of which this
prospectus forms a part.

The selling shareholder may sell the shares in the over-the-counter market
or otherwise, at market prices prevailing at the time of sale, at prices related
to prevailing market prices, or at negotiated prices. In addition, the selling
shareholder may sell some or all of their shares through:

o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;

o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or

o ordinary brokerage transactions and transactions in which a broker
solicits purchases.

When selling the shares, the selling shareholder may enter into hedging
transactions. For example, the selling shareholder may:

o enter into transactions involving short sales of the shares by

o sell shares short themselves and redeliver such shares to close out
their short positions;

o enter into option or other types of transactions that require the
selling shareholder to deliver shares to a broker-dealer, who will
then resell or transfer the shares under this prospectus; or

o loan or pledge the shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares.

The selling shareholder may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling shareholder may allow other broker-dealers to participate in resales.
However, the selling shareholder and any broker-dealers involved in the sale or
resale of the shares may qualify as "underwriters" within the meaning of the
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act. If the selling shareholder qualifies as an
"underwriter," it will be subject to the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act.

In addition to selling its shares under this prospectus, the selling
shareholder may:

o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the Securities Act;

o transfer its shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer; or

o sell its shares under Rule 144 of the Securities Act rather than under
this prospectus, if the transaction meets the requirements of Rule

Upon notification by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing the material terms of the transaction. In addition, we will file a
supplement to this prospectus if a selling shareholder notifies us that a donee
or pledgee intends to sell more than 500 shares.


The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Microvision, Inc., for the year ended December
31, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.


Our Amended and Restated Articles of Incorporation provide that, to the
fullest extent permitted by the Washington Business Corporation Act, our
directors will not be liable for monetary damages to us or our shareholders,
excluding, however, liability for acts or omissions involving intentional
misconduct or knowing violations of law, illegal distributions or transactions
from which the director receives benefits to which the director is not legally
entitled. Our Amended and Restated Bylaws authorize us to indemnify our
directors, officers, employees and agents to the fullest extent permitted by
applicable law, except for any legal proceeding that is initiated by such
directors, officers, employees or agents without authorization of the Board of

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the SEC's
opinion, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.


The SEC allows us to "incorporate by reference" our public filings into
this prospectus, which means that information included in those documents is
considered part of this prospectus. Information that we file with the SEC
subsequent to the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling shareholder
has sold all the shares.

The following documents filed with the SEC are incorporated by reference in
this prospectus:

(1) Annual Report on Form 10-K for the year ended December 31, 1998;

(2) Current Report on Form 8-K for the event of January 14, 1999, as
filed with the SEC on January 28, 1999;

(3) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1999, and June 30, 1999;

(4) Definitive proxy statement for the 1999 Annual Meeting of
Shareholders, as filed on April 30, 1999; and

(5) The description of our common stock set forth in Amendment No. 1
to our Registration Statement on Form SB-2 (Registration No.
33-5276-LA), including any amendment or report filed for the
purpose of updating such description, as incorporated by
reference in our Registration Statement on Form 8-A (Registration
No. 0-21221).

We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents. You should direct any requests for documents to Investor
Relations, Microvision, Inc., 19910 North Creek Parkway, Bothell, WA 98011-3008,
telephone (425) 415-6847.

The information relating to the Company contained in this prospectus is not
comprehensive and should be read together with the information contained in the
incorporated documents.


This prospectus is part of a Registration Statement on Form S-3 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with SEC rules.

We file annual, quarterly and special reports and other information with
the SEC. You may read and copy the Registration Statement and any other document
that we file at the SEC's public reference rooms located at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at

Statements contained in this prospectus as to the contents of any contract
or other document referred to are not necessarily complete and in each instance
you should refer to the copy of such contract or other document filed as an
exhibit to the Registration Statement.