Exhibit 10.12
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of December 1, 1998 (the
"Agreement"), is between PARKERVISION, INC., having its principal office at 0000
Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx (the "Company"), and Questar InfoComm,
Inc., having its principal office at 180 East 100 South, X.X. Xxx 00000, Xxxx
Xxxx Xxxx, Xxxx 00000-0000 (the "Buyer").
1. PURCHASE AND SALE. Subject to the terms and conditions herein set forth,
the Company hereby sells and delivers to Buyer and Buyer hereby purchases from
the Company, for an aggregate purchase price of $5,000,000, an aggregate of
238,096 shares (the "Shares") of the Company's common stock, $.01 par value per
share (the "Common Stock"). The Company hereby delivers to Buyer a stock
certificate in Buyer's name representing the Shares. The Buyer hereby makes
payment to the Company by delivery of a bank or certified check payable to the
order of the Company or by wire transfer to an account designated by Company in
the amount of $5,000,000.
2. REPRESENTATIONS AND COVENANTS OF THE COMPANY. The Company hereby
represents and warrants to and covenants with Buyer as follows:
2.1 ORGANIZATION. The Company is duly organized, validly existing and
in good standing under the laws of the State of Florida.
2.2 AUTHORITY; EXECUTION AND DELIVERY. The execution, delivery, and
performance of this Agreement has been duly authorized by the Company's Board of
Directors and no other corporate proceedings on the part of the Company or its
stockholders are required. This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid, and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights in general or general principles
of equity. The Shares have been duly authorized and are legally and validly
issued, fully paid and non-assessable.
2.3 FINANCIAL CONDITION. The financial statements of the Company
included in the Disclosure Documents (as defined in Section 2.5) fairly present
the financial position, the results of operations, the changes in financial
position and the changes in stockholders' equity and the other information
purported to be shown therein of the Company at the respective dates and for the
respective periods to which they apply and such financial statements have been
prepared in conformity with generally accepted accounting principles,
consistently applied throughout the periods involved, and all adjustments
necessary for a fair presentation of the results for such periods have been
made.
2.4 SUBSEQUENT EVENTS. Subsequent to the respective dates as of which
information is given in the Disclosure Documents, except as described therein,
there has not been any material adverse change in the condition (financial or
otherwise), earnings, business, properties or prospects of the Company.
2.5 DISCLOSURE. The Company has provided to Buyer true, correct and
complete copies of its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997; the Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998; and its Notice of Annual Meeting of Stockholders and
Proxy Statement relating to its annual meeting
of stockholders held on June 12, 1998 (collectively, the "Disclosure
Documents"). Each of the Disclosure Documents when filed with the Securities and
Exchange Commission complied in all material respects with the requirements of
the form and rules and regulations applicable thereto.
3. REPRESENTATIONS OF BUYER. Buyer hereby represents and warrants to the
Company as follows:
(a) It is aware that its investment involves a substantial degree of
risk, including, but not limited to the following: (i) the Company has had
substantial operating losses for the fiscal year ended December 31, 1997 and for
the three and nine months ended September 30, 1998, and expects to continue to
incur losses in the future; (ii) the Company has a significant customer which
during the nine months ended September 30, 1998 accounted for approximately 32%
of total revenues; (iii) the Company is developing and introducing new products
in its camera control segment and wireless technology segment, which products
are subject to the risks of timely, cost effective development, market
identification and introduction and customer acceptance; (iv) the Company has
and is seeking additional patents for its technologies which may not provide
adequate intellectual property protection or may not be granted, thereby
subjecting the Company to additional competitive pressures; (v) the consequences
of the Company, its vendors and/or customers not being Y2K compliant before
December 31, 1999; (vi) the Company may need additional financing in the future
to fund development, manufacture and marketing of its products and to fund
operating losses; (vii) management and the existing principal stockholders of
the Company beneficially own a substantial amount of the outstanding voting
stock of the Company and accordingly are in a position to substantially
influence the election of all directors of the Company and the vote on matters
requiring stockholder approval; and (viii) the Company's success will to a
significant extent rely upon the continued services and abilities of Xxxxxxx
Xxxxxx and the Company has neither an employment agreement with nor key-man life
insurance on Xx. Xxxxxx. Buyer acknowledges and is aware that there is no
assurance as to the future performance of the Company.
(b) Buyer is purchasing the Shares for its own account for investment
and not with a view to or in connection with a distribution of the Shares, nor
with any present intention of selling or otherwise disposing of all or any part
of the Shares. Buyer understands that it must bear the economic risk of its
investment because, among other reasons, the Shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or under
the securities laws of any state and, therefore, cannot be resold, pledged,
assigned, or otherwise disposed of until they are registered under the
Securities Act and under applicable securities laws of certain states or an
exemption from such registration is available.
(c) Buyer has the financial ability to bear the economic risk of its
investment in the Company, including its complete loss.
(d) Buyer has the knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Company and has obtained sufficient information from the Company to evaluate
the merits and risks of an investment in the Company. Buyer has had full
opportunity to ask questions and receive satisfactory answers concerning all
matters pertaining to its investment and all such questions have been answered
to its satisfaction. Buyer has been provided an opportunity to obtain any
additional information concerning the Company and all other information to the
extent the Company possesses such information or can acquire it without
unreasonable effort or expense.
2
Buyer has received no representation or warranty from the Company with respect
to its investment in the Company. Buyer has relied solely upon its own
investigation in making a decision to invest in the Company.
(e) Buyer is an "accredited investor" as defined in Section 2(15) of
the Securities Act and in Rule 501 promulgated thereunder.
(f) This Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid, and binding obligation of the Buyer enforceable
against the Buyer in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights in general or general principles of equity.
4. RESTRICTIONS ON TRANSFER.
4.1 RESTRICTIONS ON TRANSFER. Buyer agrees that it will not sell,
transfer, or otherwise dispose of any of the Shares, except pursuant to an
effective registration statement under the Securities Act or an exemption from
the registration requirements of the Securities Act and the Company has received
an opinion of counsel reasonably satisfactory to the Company that such exemption
is available.
4.2 LEGEND. Each certificate for the Shares shall bear the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR
IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION HAS
RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
EXEMPTION IS AVAILABLE."
The Company shall remove such legend from the certificates representing the
Shares whenever the Shares may be sold freely, without restriction, under the
Securities Act.
4.3 REGISTRATION RIGHTS. Buyer shall have the right to have the Shares
included in any registration statement (a Registration) filed by the Company on
any form other than S-4 and S-8, unless such Shares are then saleable under an
exemption from such registration requirements. Notwithstanding the foregoing, if
a Registration is an underwritten registration and the managing underwriter
advises the Company that, in its opinion, the number of securities requested to
be included in such Registration exceeds the number which can be marketed (i) at
a price reasonably related to their then current market value or (ii) without
materially and adversely affecting the offering, then Buyer shall agree, if
requested by the Company and the managing underwriter, that the number of shares
of common stock of the Company to be sold by all stockholders and included in
the Registration shall be apportioned pro rata among all such holders according
to the total number of shares of common stock owned by such stockholders,
including Buyer (it being understood that, if only the Company is selling
securities pursuant to the Registration, no Shares shall be included in the
Registration). Notwithstanding the foregoing, the Company shall have no
obligation hereunder in connection with any Registration (i) unless Buyer
provides to the Company information and documents with respect to its ownership
of Shares, compliance with the law, manner of proposed disposition and
3
such other matters as the Company shall reasonably request for disclosure in the
Registration, (ii) if such registration is then permitted by law and the policy
of the Securities and Exchange Commission or (iii) if the Company is then
prohibited from doing so pursuant to a written agreement with an unaffiliated
third party.
5. MISCELLANEOUS.
5.1 EXPENSES. Each party shall be liable for its own expenses in
connection with the transactions contemplated by this Agreement.
5.2 AMENDMENTS. This Agreement may not be changed orally, but only by
an agreement in writing signed by the party against whom enforcement is sought.
5.3 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement contained by or on behalf of either of the parties hereto shall bind
and inure to the benefit of the respective successors and assigns of the Company
and of Buyer, whether so expressed or not.
5.4 NOTICES, ETC. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in person or
mailed by certified or registered mail first-class, postage prepaid:
If to the Company: with a copy to:
ParkerVision, Inc. Xxxxxxxx Xxxxxx & Xxxxxx
0000 Xxxxxxxxxx Xxx 000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxxxx Xxxxxx Attn: Xxxxx Xxxx Xxxxxx, Esq.
If to the Buyer: with a copy to:
CEO Questar InfoComm, Inc. Questar InfoComm, Inc.
000 Xxxx 000 Xxxxx X.X. Xxx 00000 180 East 100 South, X.X. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000-0000 Xxxx Xxxx Xxxx, Xxxx 00000-0000
Attn: Xxxxx Xxxxxx, Pres. & CEO Attn: Xxxx Xxxxxx
Any such notice, request, demand or other communication hereunder shall be
deemed to have been duly given or made and to have become effective (i) if
delivered by hand, at the time of receipt thereof and (ii) if sent by registered
or certified first-class mail, postage prepaid, five business days thereafter.
Any party may, by written notice to the other, change the address to
which notices to such party are to be delivered or mailed.
5.5 GOVERNING LAW. This Agreement is being delivered and is intended
to be performed in the State of Florida and shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
such state.
5.6 COUNTERPARTS. This Agreement may be signed in counterparts.
4
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first above written.
PARKERVISION, INC. QUESTAR INFOCOMM, INC.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
---------------------------- --------------------------
Xxxxxxx Xxxxxx, Xxxxx Xxxxxx,
Chairman and Chief President and Chief
Executive Officer Executive Officer
5
