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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


AMENDMENT NO. 1 to
SCHEDULE TO
(Rule 13e-4)


TENDER OFFER STATEMENT
Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934


MICROVISION, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Certain Options to Purchase Common Stock, No Par Value,
Having an Exercise Price of Greater than $10.00 or Expiring on or before May 30, 2003
(Title of Class of Securities)

N/A*
(CUSIP Number of Class of Securities)

Thomas Walker
Vice President, General Counsel
Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011-3008
(425) 415-6847 (telephone)
(425) 481-1625 (facsimile)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)

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)


CALCULATION OF FILING FEE


Transaction Valuation:
  Amount of Filing Fee:

$4,426,691**   $885.34

*
There is no trading market or CUSIP Number for the options. The CUSIP Number for the underlying common stock is 594960106.

**
Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 3,854,519 shares of common stock of Microvision, Inc. having an aggregate value of $4,426,691 as of October 28, 2002 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction.

ý   Check box if any part of the fee is offset as provided by Rule 0-11a2 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $885.34   Filing Party: Microvision, Inc.
Form or Registration No.: Schedule TO (File No. 005-50198)   Date Filed: November 1, 2002
applicable.    
o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

 

Third-party tender offer subject to Rule 14d-1.

ý

 

Issuer tender offer subject to Rule 13e-4.

o

 

Going-private transaction subject to Rule 13e-3.

o

 

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o




Item 1.    Summary Term Sheet.

        The information set forth under "Summary Term Sheet" in the Offer to Exchange, dated November 1, 2002 (the "Offer to Exchange"), previously filed as Exhibit (a)(1), is incorporated herein by reference.


Item 2.    Subject Company Information.


Item 3.    Identity and Background of Filing Person.


Item 4.    Terms of the Transaction.

2



Item 5.    Past Contacts, Transactions, Negotiations and Arrangements.


Item 6.    Purposes of the Transaction and Plans or Proposals.


Item 7.    Source and Amount of Funds or Other Consideration.


Item 8.    Interest in Securities of the Subject Company.


Item 9.    Person/Assets, Retained, Employed, Compensated

3



Item 10.    Financial Statements.


Item 11.    Additional Information.

4



Item 12.    Exhibits.

Exhibit
Number

  Description

(a)(1)

 

Offer to Exchange, dated November 1, 2002.*

(a)(2)

 

Form of Option Exchange Election Form.*

(a)(3)

 

The Company's annual report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on April 1, 2002 and incorporated herein by reference.

(a)(4)

 

The Company's quarterly report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002 and incorporated herein by reference.

(a)(5)

 

The Company's quarterly report on Form 10-Q for the quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 13, 2002 and amended on May 13, 2002 and incorporated herein by reference.

(a)(6)

 

Press Release dated November 1, 2002.

(a)(7)

 

Form of Letter to Eligible Option Holders.

(b)    

 

Not applicable.

(d)(1)

 

Microvision, Inc. 1993 Stock Option Plan, as amended, previously filed as an exhibit to the Company's Registration Statement on Form SB-2, Registration No. 333-5276-LA and incorporated herein by reference.

(d)(2)

 

Form of Option Agreement issued pursuant to the Microvision, Inc. 1993 Stock Option Plan.*

(d)(3)

 

Microvision, Inc. 1996 Stock Option Plan, as amended, previously filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference.

(d)(4)

 

Form of Non-Qualified Option Agreement issued pursuant to the Microvision, Inc. 1996 Stock Option Plan.*

(d)(5)

 

Form of Incentive Stock Option Agreement issued pursuant to the Microvision, Inc. 1996 Stock Option Plan.*

(d)(6)

 

Form of Option Agreement for options granted outside of the Plans.*

(g)    

 

Not applicable.

(h)    

 

Not applicable.

*
Filed previously.


Item 13.    Information Required by Schedule 13E-3.

5



SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 4, 2002   MICROVISION, INC.

 

 

By

 

/s/  
RICHARD F. RUTKOWSKI      
Richard F. Rutkowski
Chief Executive Officer

6



EXHIBIT INDEX

Exhibit
Number

  Description

(a)(1)

 

Offer to Exchange, dated November 1, 2002.*

(a)(2)

 

Form of Option Exchange Election Form.*

(a)(3)

 

The Company's annual report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on April 1, 2002 and incorporated herein by reference.

(a)(4)

 

The Company's quarterly report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002 and incorporated herein by reference.

(a)(5)

 

The Company's quarterly report on Form 10-Q for the quarter ended March 31, 2002, filed with the Securities and Exchange Commission on May 13, 2002 and amended on May 13, 2002 and incorporated herein by reference.

(a)(6)

 

Press Release dated November 1, 2002.

(a)(7)

 

Form of Letter to Eligible Option Holders.

(d)(1)

 

Microvision, Inc. 1993 Stock Option Plan, as amended, previously filed as an exhibit to the Company's Registration Statement on Form SB-2, Registration No. 333-5276-LA and incorporated herein by reference.

(d)(2)

 

Form of Option Agreement issued pursuant to the Microvision, Inc., 1993 Stock Option Plan.*

(d)(3)

 

Microvision, Inc. 1996 Stock Option Plan, as amended, previously filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference.

(d)(4)

 

Form of Non-Qualified Option Agreement issued pursuant to the Microvision, Inc. 1996 Stock Option Plan.*

(d)(5)

 

Form of Incentive Stock Option Agreement issued pursuant to the Microvision, Inc. 1996 Stock Option Plan.*

(d)(6)

 

Form of Option Agreement for options granted outside of the Plans.*

*
Filed previously.

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EXHIBIT INDEX