PROSPECTUS Filed Pursuant to Rule 424(b)(3)
Reg. Statement No. 333-33612
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 5. 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 July 28, 2000, the closing price for our common stock was
$36.31 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 July 31, 2000.
TABLE OF CONTENTS
SECTION PAGE
------- -----
Our Business ...................................... 3
Selling Shareholders .............................. 4
Plan of Distribution .............................. 5
Experts ........................................... 7
Limitation of Liability and Indemnification ....... 7
Information Incorporated by Reference ............. 7
Available Information ............................. 8
You should rely only on information contained or incorporated by
reference in this prospectus. See "Information Incorporated by Reference" on
page 7. 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 July 14, 2000, Josephthal exercised
warrants to purchase 4,000 shares of our common stock and distributed warrants
to purchase an aggregate of 15,530 shares of our common stock to four of its
employees and one other individual. Three of the transferees exercised warrants
to purchase an aggregate of 8,270 shares of our common stock on July 14, 2000.
On April 13, 2000 (the "Closing Date"), we issued and sold 250,000
shares of our common stock to each of Cree, Inc. ("Cree") and General Electric
Pension Trust ("GEPT"). Pursuant to the stock purchase agreement among
Microvision, Cree and GEPT, we were 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 Closing Date (the
"Market Price") was less than $50.00 per share. Although we registered 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, we did not issue any additional shares under the stock purchase
agreement because the Market Price exceeded $50.00 per share.
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 July 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.
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Shares Ownership After
Beneficially Shares Being Offering if All Shares Offered
Owned Prior to Offered Hereby Are Sold
Selling Shareholder Offering
Shares Percent
- -------------------------------------------- -------------------- ------------------ --------------- ------------
Thomas Furness 27,563 25,000 2,563 *
Josephthal & Co., Inc. 17,165 17,165 0 *
Cree, Inc. 518,600 250,000 268,600 2.3
General Electric Pension Trust Mark 250,000 250,000 0 *
Brefka 4,495 4,495 0 *
Jimmie Sundstrom 4,495 4,495 0 *
Yogesh Popat 3,270 3,270 0 *
William Relyea 1,635 1,635 0 *
Elliot Schlam 1,635 1,635 0 *
- -----------------------------------------------------------------------------------------------------------------------
* Less than one percent.
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.
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.
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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
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;
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- 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.
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
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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;
(2) Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; 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.
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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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