PARKERVISION INC (Form: 8-K, Received: 11/20/2015 16:29:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 20, 2015

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-22904	59-2971472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7915 Baymeadows Way, Jacksonville, Florida	32256
(Address of Principal Executive Offices)	(Zip Code)

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 1.01. Entry into a Material Definitive Agreement

On November 20, 2015, the Board of Directors (the “ Board ") of ParkerVision, Inc. (the “ Company ”) adopted an amendment to the shareholder protection rights agreement, dated November 21, 2005 (the “ Rights Agreement ”) and the Company executed the First Amendment to Shareholders Protection Rights Agreement (the “ Amendment ”) between the Company and American Stock Transfer & Trust Company, as rights agent (“ Rights Agent ”). The Board had previously declared a dividend of one right to purchase one ten-thousandth of a share of the Company’s Series E Preferred Stock (a “ Right ”), subject to the terms of the Rights Agreement, for each outstanding share of the Company’s Common Stock. The dividend was distributed to holders of record of the Company’s Common Stock as of the close of business on November 29, 2005 pursuant to the Rights Agreement, and one Right has been issued in respect of each share of the Company’s Common Stock issued since the record date.

The Amendment (i) extends the expiration date of the Rights and the Rights Agreement from November 21, 2015 to November 20, 2020 and (ii) decreases the exercise price of the Rights to $1.45.

The Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Board is not aware of any such effort. The Amendment has been adopted in order to strengthen the ability of the Board to protect the interests of the shareholders of the Company. The Rights Agreement, as amended, is not intended to prevent a takeover at a full and fair price, and it will not do so.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 8-K on November 22, 2005, and such agreement and description are incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth under Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

On November 20, 2015, the Company issued a press release in which the Company announced the approval and execution of the Amendment referred to in Item 1.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
4.1	First Amendment to Shareholder Protection Rights Agreement dated as of November 20, 2015 between Registrant and American Stock Transfer & Trust Company, as Rights Agent.
4.2	Form of Rights Certificate pursuant to First Amendment to Shareholder Protection Rights Agreement dated November 20, 2015.
99.1	Press Release.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 20, 2015

	PARKERVISION, INC.

	By:	/s/ Cynthia L. Poehlman
		Cynthia L. Poehlman
		Chief Financial Officer

FIRST AMENDMENT TO

SHAREHOLDER PROTECTION RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (the “Amendment”), dated as of November 20, 2015 (the “Amendment Effective Date”), between ParkerVision, Inc., a Florida corporation (the “Company”), and American Stock Transfer and Trust Company, as rights agent (the “Rights Agent”).

W I T N E S S E T H

WHEREAS, the Company previously entered into a Shareholder Protection Rights Agreement, dated as of November 21, 2005, with the Rights Agent (the “Rights Agreement”); and

WHEREAS, the Company wishes to amend the Rights Agreement as further set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Rights Agreement is hereby amended as of the Amendment Effective Date as follows:

1. The definition of “Exercise Price” in Section 1.1 (Certain Definitions) of the Rights Agreement is amended and restated to read in its entirety as follows:

“Exercise Price” shall mean, as of any date, the price at which a holder may purchase the securities issuable upon exercise of one whole Right. Until adjustment thereof in accordance with the terms hereof, the Exercise Price shall equal $1.45.”

2. The definition of “Expiration Time” in Section 1.1 (Certain Definitions) of the Rights Agreement is amended and restated to read in its entirety as follows:

“Expiration Time” shall mean he earliest of (i) the Exchange Time, (ii) the Redemption Time, and (iii) November 20, 2020.

3. Exhibit A to the Rights Agreement is amended and restated to read in its entirety as set forth in Exhibit A to this Amendment.

4. Except as amended pursuant to this Amendment, the Rights Agreement shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties to this Amendment have caused this Amendment to be duly executed, all as of the day and year first above written.

PARKERVISION, INC.

By:	/s/ Jeffrey L. Parker
	Name:	Jeffrey L. Parker
	Title:	Chief Executive Officer

AMERICAN STOCK TRANSFER
AND TRUST COMPANY, as Rights Agent

By:	/s/ Jennifer Donovan
	Name:	Jennifer Donovan
	Title:	Senior Vice President

EXHIBIT A

(Form of Rights Certificate)

Certificate No. R-

_____________ Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.

Rights Certificate

PARKERVISION, INC.

This certifies that _____________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Stockholder Protection Rights Agreement, dated as of November 21, 2005 (as amended from time to time, the “Rights Agreement”), between ParkerVision, Inc., a Florida corporation (the “Corporation”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent,” which term shall include any successor rights agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Close of Business on November 20, 2020, one ten-thousandth (1/10,000) of a fully paid share of Series E Preferred Stock, par value $1.01 per share (the “Preferred Stock”), of the Corporation (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed at the principal office of the Rights Agent. The Exercise Price shall initially be $1.45 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement.

In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an entity other than the Corporation or securities (including Common Stock) or assets of the Corporation other than Preferred Stock, all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Corporation and are available without cost upon written request. Capitalized terms used in this Rights Certificate and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be (a) redeemed by the Corporation under certain circumstances, at its option, at a redemption price of $.01 per Right or (b) exchanged by the Corporation under certain circumstances, at its option, for one share of Common Stock (or one ten-thousandth (1/10,000) of a share of Preferred Stock) per Right (or, in certain cases, other securities or assets of the Corporation), subject in each case to adjustment in certain events as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to receive dividends or be deemed for any purpose the holder of any securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised or exchanged as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

Date:

ATTEST:		PARKERVISION, INC.

		By:
Secretary			Chief Executive Officer

Countersigned:


By:
	Authorized Officer

[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer this Rights Certificate.)

FOR VALUE RECEIVED,_____________________ hereby sells, assigns and transfers unto ________________________________________
	(Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________, attorney-in-fact, to transfer the within Rights Certificate on the books of the within-named Corporation, with full power of substitution.

Dated:________________________, _____

Signature Guaranteed:
	Signature
	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.

(To be completed if true)

The undersigned hereby represents, for the benefit of the Corporation and all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


	Signature

NOTICE

In the event the certification set forth above is not completed in connection with a purported assignment, the Corporation will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable.

[To be attached to each Rights Certificate]

FORM OF ELECTION TO EXERCISE

(To be executed if holder desires to exercise the Rights Certificate.)

TO: PARKERVISION, INC.

The undersigned hereby irrevocably elects to exercise ________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Series E Preferred Stock (or such other securities as shall be designated by ParkerVision) issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to:

Name:
Address:

Social Security or other Taxpayer ID No.:

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Name:
Address:

Social Security or other Taxpayer ID No.:

Dated:____________________, ________

Signature Guaranteed:
	Signature
	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

(To be completed if true)


	Signature

NOTICE

In the event the certification set forth above is not completed in connection with a purported election to exercise, the Corporation will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable.

NEWS RELEASE

FOR IMMEDIATE RELEASE:

ParkerVision Amends Shareholder Protection Rights Agreement

Jacksonville, Florida, November 20, 2015 -- ParkerVision, Inc. (NASDAQ: PRKR) (the “Company”) today announced that it has amended its Shareholder Protection Rights Agreement (the “Rights Agreement”) dated November 21, 2005. The amendment extends the expiration date of the Rights Agreement from November 21, 2015 to November 20, 2020 and decreases the exercise price under the Rights Agreement to $1.45.

The amendment to the Rights Agreement was not adopted in response to any acquisition proposal.

On November 20, 2015, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission that provides the full text of the amendment.

About ParkerVision

ParkerVision, Inc. designs, develops and markets its proprietary radio-frequency (RF) technologies that enable advanced wireless solutions for current and next generation communications networks. Protected by a highly-regarded, worldwide patent portfolio, the Company’s solutions for wireless transfer of RF waveforms address the needs of a broad range of wirelessly connected devices for high levels of RF performance coupled with best-in-class power consumption. For more information please visit www.parkervision.com . (PRKR-G).

Safe Harbor Statement

This press release contains forward-looking information. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties which are disclosed in the Company's SEC reports, including the Form 10-K for the year ended December 31, 2014 and Forms 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015. These risks and uncertainties could cause actual results to differ materially from those currently anticipated or projected.

Contact:
Cindy Poehlman		Don Markley or
Chief Financial Officer	or	Matt Steinberg
ParkerVision, Inc		The Piacente Group
904-732-6100, cpoehlman@parkervision.com		212-481-2050, parkervision@tpg-ir.com

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