As filed with the Securities and Exchange Commission on March 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3 Registration Statement
Under the Securities Act of 1933
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MICROVISION, INC.
(Exact name of registrant as specified in its charter)
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WASHINGTON 91-1600822
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
19910 North Creek Parkway
Bothell, WA 98011-3008
(425) 415-6847 (telephone)
(425) 415-0066 (facsimile)
(Address, including zip code, and telephone and facsimile numbers,
including area code, of principal executive offices)
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Richard A. Raisig, Chief Financial Officer
19910 North Creek Parkway
Bothell, WA 98011-3008
(425) 415-6614 (telephone)
(425) 481-1625 (facsimile)
(Name, address, including zip code, and
telephone and facsimile numbers, including area code, of agent for service)
Copy to:
Christopher J. Voss
Stoel Rives LLP
One Union Square, 36th Floor
Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
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Common Stock, 613,251 shares $54.9375 (1) $33,690,477 (1) $8,894
no par value
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(1) The proposed maximum offering price per share and maximum aggregate offering
price are calculated in accordance with Rule 457(c) under the Securities Act.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS, Subject to Completion, dated March 30, 2000.
MICROVISION, INC.
613,251 shares of Common Stock
These shares of common stock are being offered and sold from time to
time by certain of our shareholders. For information about these selling
shareholders, you should refer to the section of this prospectus entitled
"Selling Shareholders" on page 4.
The selling shareholders 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 shareholders' possible methods of sale,
you should refer to the section of this prospectus entitled "Plan of
Distribution" on page 6. 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 March 29, 2000, the closing price for our common stock was
$53.94 per share.
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THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" INCLUDED IN OUR ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND OUR OTHER 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.
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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.
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The date of this Prospectus is March 30, 2000.
TABLE OF CONTENTS
SECTION PAGE
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Our Business .............................................................. 3
Selling Shareholders ...................................................... 4
Plan of Distribution ...................................................... 6
Experts ................................................................... 7
Limitation of Liability and Indemnification ............................... 7
Information Incorporated by Reference ..................................... 8
Available Information .................................................... 8
You should rely only on information contained or incorporated by
reference in this prospectus. See "Information Incorporated by Reference" on
page 8. Neither Microvision nor the selling shareholders has authorized any
other person to provide you with information different from that contained in
this prospectus.
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.
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OUR BUSINESS
Microvision develops information display and related technologies that
allow electronically generated images and information to be projected to a
viewer's eye. We have developed prototype Retinal Scanning Display (RSD)
technology devices, including portable color and monochrome versions and a full
color table-top version, are currently refining and developing our RSD
technology for defense and commercial applications, and expect to commercialize
our technology through the development of products and as a supplier of personal
display technology to original equipment manufacturers. We believe that our RSD
technology will be useful in a variety of applications, including portable
communications and visual simulation for defense, medical, industrial and
entertainment that include applications requiring the superimposing of images on
the user's field of vision. We expect that our RSD technology will allow for the
production of highly miniaturized, lightweight, battery-operated displays that
can be held or worn comfortably. Our scanning technology also may be applied to
the capturing of images, in such products as digital cameras or bar code
readers. We may expend funds in evaluating and developing solutions for possible
future products involving this application.
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
through a combination of the following activities: the licensing of technology
to original equipment manufacturers of electronics products; the provision of
engineering services associated with cooperative development arrangements and
research contracts; and the manufacture and sale of 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.
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SELLING SHAREHOLDERS
On February 17, 1999, Thomas Furness acquired 25,000 shares of our
common stock in connection with our acquisition of a license. On April 1,
1999, Josephthal & Co., Inc. acquired warrants to purchase 32,695 shares of
our common stock. These warrants were issued to Josephthal in connection with
financial advisory services provided to us.
On March 17, 2000, we agreed to issue and sell 250,000 shares of our
common stock to each of Cree, Inc. ("Cree") and General Electric Pension Trust
("GEPT"). The closing of the sale to Cree will occur on the earlier of April 17,
2000 or three business days after the date on which the registration statement
of which this prospectus forms a part is declared effective by the Securities
and Exchange Commission (the "Effective Date"). The closing of the sale to
GEPT will occur three business days after the Effective date.
Pursuant to the stock purchase agreement among Microvision, Cree and
GEPT, we may be required to issue up to an additional 27,778 shares of common
stock to each of Cree and GEPT if the volume weighted average closing price of
our common stock, as reported on the Nasdaq National Market, during the
twenty-five trading days immediately preceding the respective closing dates of
the sales to Cree and GEPT, ("Market Price") is less than $50.00 per share.
Additional shares would be issued to reduce the effective purchase price to the
Market Price, with a minimum effective price of $45.00 per share. We are
registering the maximum number of shares issuable to Cree and GEPT under the
terms of the stock purchase agreement in the registration statement of which
this prospectus forms a part.
Mr. Furness, Josephthal & Co., Inc., Cree and GEPT are referred to in
this prospectus individually as a "selling shareholder" and collectively as the
"selling shareholders." We are registering the selling shareholders' shares
(including the shares issuable upon exercise of Josephthal's warrants) in the
registration statement of which this prospectus forms a part.
The following table sets forth certain information as of March 28,
2000, regarding the ownership of the common stock by the selling shareholders
and as adjusted to give effect to the sale of the shares offered hereby.
Shares Ownership After
Beneficially Shares Being Offering if All Shares Offered
Owned Prior to Offered Hereby Are Sold
Selling Shareholder Offering
Shares Percent
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Thomas Furness 27,563 25,000 2,563 *
Josephthal & Co., Inc. 32,695 32,695 0 *
Cree, Inc. 546,378 277,778 268,600 2.5
General Electric Pension Trust 277,778 277,778 0 *
* Less than one percent.
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Except for (i) Josephthal & Co., Inc. , which makes a market in our
common stock, and (ii) with respect to a technology joint development program
undertaken by Cree and us, neither the selling shareholders nor the officers,
directors or trustees thereof have 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 shareholders may wish to be
legally permitted to publicly resell the shares of our common stock when they
deem appropriate, we agreed with the selling shareholders 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 shareholders.
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PLAN OF DISTRIBUTION
We are registering the shares covered by this prospectus for the
selling shareholders. As used in this prospectus, "selling shareholders"
includes the pledgees, donees, transferees or others who may later hold the
selling shareholders' interest. We will pay the costs and fees of registering
the shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the shares. Microvision and
the selling shareholders 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 shareholders 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 shareholders may sell some or all of their shares through:
- a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the
transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a
broker solicits purchases.
When selling the shares, the selling shareholders may enter into
hedging transactions. For example, the selling shareholders may:
- enter into transactions involving short sales of the shares by
broker-dealers;
- sell shares short themselves and redeliver such shares to
close out their short positions;
- enter into option or other types of transactions that require
the selling shareholders to deliver shares to a broker-dealer,
who will then resell or transfer the shares under this
prospectus; or
- 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 shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholders may allow other broker-dealers to participate in
resales. However, the selling shareholders and any broker-dealers involved in
the sale or resale of the shares may qualify as "underwriters" within the
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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 shareholders
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
shareholders may:
- 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;
- transfer its shares in other ways not involving market makers
or established trading markets, including directly by gift,
distribution, or other transfer; or
- sell its shares under Rule 144 of the Securities Act rather
than under this prospectus, if the transaction meets the
requirements of Rule 144.
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.
EXPERTS
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, 1999, 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.
LIMITATION OF LIABILITY AND INDEMNIFICATION
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
Directors.
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.
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INFORMATION INCORPORATED BY REFERENCE
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 shareholders
have 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, 1999; and
(2) 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.
AVAILABLE INFORMATION
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
http://www.sec.gov.
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.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company will pay all expenses in connection with the issuance and
distribution of the securities being registered. The following is an itemized
statement of these expenses (all amounts are estimated except for the SEC and
Nasdaq listing fees):
SEC Registration fee............................................... $ 8,894
Nasdaq listing fee................................................. $ 12,625
Legal fees......................................................... $ 5,000
Accountant's Fees.................................................. $ 2,500
Printing Fees...................................................... $ 0
Miscellaneous...................................................... $ 1,000
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Total.............................................................. $ 30,019
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article 7 of the Company's Amended and Restated Articles of
Incorporation and Section 10 of the Company's Restated Bylaws authorize the
Company to indemnify its directors, officers, employees and agents to the
fullest extent permitted by the Washington Business Corporation Act (the "Act").
Sections 23B.08.500 through 23B.08.000 of the Act authorize a court to award, or
a corporation's board of directors to grant, indemnification to directors and
officers on terms sufficiently broad to permit indemnification under certain
circumstances for liabilities arising under the Securities Act.
Section 23B.08.320 of the Act authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 6 of the Company's Amended and Restated Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Company and
its shareholders.
II-1
Item 16. EXHIBITS.
3.1 Amended and Restated Articles of Incorporation of the Company
(1)
3.1.1 Articles of Amendment Containing the Statement of Rights and
Preferences of the Series B Convertible Preferred Stock of the
Company (2)
3.2 Amended and Restated Bylaws of the Company (3)
4.1 Common Stock Purchase Warrant, dated as of April 1, 1999,
issued to Josephthal & Co., Inc.
5 Opinion on Legality
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page hereof)
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(1) Incorporated by reference to the Registration Statement on Form SB-2,
Registration No. 33-5276-LA.
(2) Incorporated by reference to the Current Report on Form 8-K for the
event of January 14, 1999, as filed on January 28, 1999
(3) Incorporated by reference to the Quarterly Report on Form 10-QSB for
the quarterly period ending June 30, 1998
II-2
Item 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration statement
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration statement (or the most
recent post-effective amendment thereof)
that, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question,
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bothell, State of Washington, on March 30,
2000.
MICROVISION, INC.
By: /s/ RICHARD F. RUTKOWSKI
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Richard F. Rutkowski
President and Chief Executive Officer
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below hereby authorizes and appoints Richard F. Rutkowski and Richard A. Raisig,
and each of them, with full power of substitution and full power to act without
the other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each file, any and
all amendments to this Registration Statement, including any and all
post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 30th day of March, 2000.
SIGNATURE AND TITLE
/s/ /s/
- ------------------------------ -----------------------------------
Richard F. Rutkowski Robert A. Ratliffe
President, Chief Executive Officer Director
and Director
/s/ /s/
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Stephen R. Willey Jacob Brouwer
Director Director
/s/ /s/
- ------------------------------ -----------------------------------
Richard A. Raisig Richard A. Cowell
Chief Financial Officer (Principal Director
financial officer) and Director
/s/ /s/
- ------------------------------ -----------------------------------
Walter J. Lack Dennis J. Reimer
Director Director
/s/ /s/
- ------------------------------ -----------------------------------
William A. Owens Margaret Elardi
Director Director
/s/
- ------------------------------
Jeff Wilson
Controller (Principal
accounting officer)