-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OZdXznjQCtMT6z9ZHVTuiDcTgo9iGItYN4su7e5Q/8uB5vhhdFKe/bd3c8FBpkOJ o1qwTDC8aSFp+TFZpXTjzQ== 0001047469-03-041940.txt : 20031224 0001047469-03-041940.hdr.sgml : 20031224 20031224161419 ACCESSION NUMBER: 0001047469-03-041940 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031224 EFFECTIVENESS DATE: 20031224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROVISION INC CENTRAL INDEX KEY: 0000065770 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 911600822 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-19011 FILM NUMBER: 031073930 BUSINESS ADDRESS: STREET 1: 19910 NORTH CREEK PARKWAY CITY: BOTHELL STATE: WA ZIP: 98011-3008 BUSINESS PHONE: 4254156847 MAIL ADDRESS: STREET 1: P O BOX 3008 CITY: BOTHELL STATE: WA ZIP: 98011-3008 S-8 POS 1 a2124872zs-8pos.htm S-8 POS
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As filed with the Securities and Exchange Commission on December 24, 2003

Registration No. 333-19011



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


MICROVISION, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  91-1600822
(IRS Employer Identification No.)

19910 North Creek Parkway
Bothell, Washington 98011-3008

(Address, including Zip Code, of Principal Executive Offices)

1996 Stock Option Plan
1996 Independent Director Stock Plan
1994 Combined Incentive and
Nonqualified Stock Option Plan
1993 Stock Option Plan


Thomas M. Walker,
Vice President, General Counsel
Microvision, Inc.
19910 North Creek Parkway
Bothell, Washington 98011-3008
(425) 415-6847 (telephone)
(425) 481-1625 (facsimile)

(Name, address, and telephone number of agent for service)

With copy to:
Joel F. Freedman, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110

CALCULATION OF REGISTRATION FEE


Title of Securities
to Be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price Per
Share

  Proposed Maximum
Aggregate Offering
Price

  Amount of
Registration
Fee


No additional securities are to be registered and registration fees were paid upon the filing of the original Registration Statement No. 333-19011. Therefore, no further registration fee is required.   N/A   N/A   N/A   N/A



EXPLANATORY NOTE

        This Post-Effective Amendment to Registration Statement No. 333-19011 on Form S-8 (the "Registration Statement") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") by Microvision, Inc., a Delaware corporation ("Microvision-DE"), which is the successor to Microvision, Inc., a Washington corporation ("Microvision-WA"), following a reincorporation merger. The merger was effected through the merger of Microvision-WA with and into Microvision-DE, with the result that Microvision-DE is the surviving corporation and successor issuer to Microvision-WA. Immediately prior to the merger, Microvision-DE had no assets or liabilities other than nominal assets or liabilities. In connection with the merger, Microvision-DE acquired all of the assets and assumed all of the liabilities of Microvision-WA.

        In connection with the merger, each outstanding share of common stock of Microvision-WA was converted into one common share of Microvision-DE. In addition, Microvision-DE assumed Microvision-WA's various stock compensation plans, including Microvision-WA's 1996 Stock Option Plan, 1996 Independent Director Stock Plan, 1994 Combined Incentive and Nonqualified Stock Option Plan and 1993 Stock Option Plan.

        In accordance with Rule 414(d) of the Securities Act, Microvision-DE, as successor issuer to Microvision-WA, hereby expressly adopts the Registration Statement as its own for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

        The following documents filed by Microvision, Inc. ("Microvision"), with the Securities and Exchange Commission are incorporated herein by reference:

        (a)   Microvision's latest annual report on Form 10-K for the year ended December 31, 2002 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above.

        (c)   The description of the authorized capital stock of Microvision contained in its registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating the description.

        All reports and other documents subsequently filed by Microvision pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.

        Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 4. Description of Securities.

        Not Applicable.

2




Item 5. Interests of Named Experts and Counsel.

        Not Applicable.


Item 6. Indemnification of Directors and Officers.

        Article 8 of Microvision's Certificate of Incorporation authorizes Microvision to indemnify its directors to the fullest extent permitted by the Delaware General Corporation Law. Article 8 also requires indemnification of present and past directors, as well as any person who, while a director, also was serving at the request of Microvision as an officer, employee or agent of Microvision or as a director, officer, employee or agent of another entity (each, an "Indemnitee"), who was or is made a party, or is threatened to be made a party to, or is involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), because such Indemnitee is or was a director of Microvision. Article 8 of the Certificate of Incorporation also provides that any Indemnitee who was or is made a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of Microvision to procure a judgment in its favor because such Indemnitee is or was a director of Microvision, will be indemnified and held harmless by Microvision to the fullest extent permitted by applicable law against all expense actually and reasonably incurred or suffered by such Indemnitee in connection with such action or suit; provided that the Indemnitee must have acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of Microvision; and provided further that, with respect to any criminal action or proceeding, the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding these indemnification obligations, no indemnification will be provided to any Indemnitee to the extent that such indemnification would be prohibited by the Delaware General Corporation Law or other applicable law as then in effect, nor, except with respect to proceedings seeking to enforce rights to indemnification, will Microvision indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person except where such Proceeding was authorized by the Board of Directors.

        Article 8 of the Certificate of Incorporation also provides that expenses incurred in defending any Proceeding in advance of its final disposition may be advanced by Microvision to the Indemnitee upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by Microvision, except where the Board of Directors adopts a resolution expressly disapproving such advancement.

        Article 8 of the Certificate of Incorporation also authorizes the Board to indemnify and advance expenses to officers, employees and agents of Microvision on the same terms and with the same scope and effect as the provisions thereof with respect to the indemnification and advancement of expenses of directors.


Item 7. Exemption From Registration Claimed.

        Not Applicable.

3




Item 8. Exhibits

3.1   Certificate of Incorporation of Microvision, Inc.(1)
3.2   By-laws of Microvision, Inc.(1)
4.1   Form of specimen certificate for common stock(1)
5.1   Opinion of Ropes & Gray LLP
10.1   1993 Stock Option Plan(2)
10.2   1994 Combined Incentive and Nonqualified Stock Option Plan(2)
10.3   1996 Stock Option Plan(2)
10.4   1996 Independent Director Stock Plan(2)
23.1   Consent of PricewaterhouseCoopers LLP
23.2   Consent of Ropes & Gray LLP (included in Exhibit 5.1)
24.1   Power of attorney

(1)
Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-102244) as filed with the Commission on December 24, 2003.

(2)
Previously filed with the original filing of this Registration Statement No. 333-19011 filed with the Commission on December 30, 1996.


Item 9. 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;

        (ii)
        To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 such 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.

4


              (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which 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, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act 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.

        (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 Securities and Exchange 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 Act and will be governed by the final adjudication of such issue.

5



SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington on December 24, 2003.

    MICROVISION, INC.

 

 

By:

/s/  
RICHARD F. RUTKOWSKI      
Name: Richard F. Rutkowski
Title: Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on the 24th day of December, 2003:

Signature
  Title
   

 

 

 

 

 
/s/  RICHARD F. RUTKOWSKI      
Richard F. Rutkowski
  Chief Executive Officer and Director
(Principal Executive Officer)
   

*

Stephen R. Willey

 

President and Director

 

 

/s/  
RICHARD A. RAISIG      
Richard A. Raisig

 

Chief Financial Officer
(Principal Financial Officer)

 

 

/s/  
JEFF WILSON      
Jeff Wilson

 

Vice President, Accounting
(Principal Accounting Officer)

 

 

*

Jacqueline Brandwynne

 

Director

 

 

*

Richard Cowell

 

Director

 

 

*

Slade Gorton

 

Director

 

 

*

Walter J. Lack

 

Director

 

 

*

William A. Owens

 

Director

 

 
         

6



*

Robert A. Ratliffe

 

Director

 

 

*

Dennis J. Reimer

 

Director

 

 

        The undersigned, by signing his name hereto, does sign and execute this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 pursuant to the Power of Attorney executed by the above named directors and officers of the registrant and filed with the Securities and Exchange Commission on behalf of such directors and officers.


*By:

 

/s/  
RICHARD F. RUTKOWSKI      
Richard F. Rutkowski

 

Attorney-in-fact

 

December 24, 2003

7



INDEX TO EXHIBITS

Exhibit No.

  Description

3.1   Certificate of Incorporation of Microvision, Inc. (1)

3.2

 

By-laws of Microvision, Inc. (1)

4.1

 

Form of specimen certificate for common stock (1)

5.1

 

Opinion of Ropes & Gray LLP

10.1

 

1993 Stock Option Plan(2)

10.2

 

1994 Combined Incentive and Nonqualified Stock Option Plan(2)

10.3

 

1996 Stock Option Plan(2)

10.4

 

1996 Independent Director Stock Plan(2)

23.1

 

Consent of PricewaterhouseCoopers LLP

23.2

 

Consent of Ropes & Gray LLP (included in Exhibit 5.1)

24.1

 

Power of attorney

(1)
Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-102244) as filed with the Commission on December 24, 2003.

(2)
Previously filed with the original filing of this Registration Statement No. 333-19011 filed with the Commission on December 30, 1996.

8




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EXPLANATORY NOTE
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
INDEX TO EXHIBITS
EX-5.1 3 a2124872zex-5_1.htm EXHIBIT 5.1
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EXHIBIT 5.1

[ROPES & GRAY LLP LETTERHEAD]

December 24, 2003

Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011

Re:
Post-Effective Amendments Nos. 1 to Registration Statements on Form S-8 (Registration Nos. 333-19011, 333-71373, 333-42276, 333-45534, 333-73652, 333-89176)

Ladies and Gentlemen:

This opinion is furnished to you in connection with the above-referenced registration statements on Form S-8 (the "Registration Statements"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of shares of Common Stock, $0.001 par value per share, (the "Common Stock") of Microvision, Inc. (the "Company") issuable under the Company's 1996 Stock Option Plan, as amended, 1996 Independent Director Stock Plan, 1994 Combined Incentive and Nonqualified Stock Option Plan, 1993 Stock Option Plan, Independent Director Stock Option Plan, as amended, Option Agreements with Non-Executive Officer Employees, and Special Option Grants to Independent Directors referenced in the Registration Statements (collective, the "Plans").

We are familiar with the actions taken by the Company in connection with the adoption of the Plans and the Registration Statements in connection with the Company's reincorporation in the State of Delaware. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.

Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock that remain available for issuance under the Plans (the "Shares") have been duly authorized and, when such Shares have been issued in accordance with the terms of the applicable Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statements. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statements are in effect.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP





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EX-23.1 4 a2124872zex-23_1.htm EXHIBIT 23.1
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EXHIBIT 23.1


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-19011) of Microvision Inc., of our report dated March 25, 2003 relating to the consolidated financial statements and financial statement schedule of Microvision, Inc., which appears in the Annual Report on Form 10-K of Microvision, Inc. for the year ended December 31, 2002.

/s/ PRICEWATERHOUSECOOPERS LLP
Seattle, Washington
December 22, 2003





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CONSENT OF INDEPENDENT ACCOUNTANTS
EX-24.1 5 a2124872zex-24_1.htm EXHIBIT 24.1
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EXHIBIT 24.1

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 30, 2003.

By:   /s/ RICHARD F. RUTKOWSKI
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 30, 2003.

By:   /s/ STEPHEN R. WILLEY
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 21, 2003.

By:   /s/ JACQUELINE BRANDWYNNE
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 23, 2003.

By:   /s/ RICHARD A. COWELL
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on December 16, 2003.

By:   /s/ SLADE GORTON
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 30, 2003.

By:   /s/ WALTER J. LACK
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 27, 2003.

By:   /s/ WILLIAM OWENS
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 22, 2003.

By:   /s/ ROBERT A. RATLIFFE
Director
   

Power of Attorney

        The undersigned hereby constitutes and appoints Richard F. Rutkowski, Richard A. Raisig and Thomas M. Walker, and each of them, severally, the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in the undersigned's name, place and stead, in any and all capacities, any and all amendments or supplements (including post-effective amendments) to the registration statements of Microvision, Inc. (the "Company") that are effective on the date hereof, including any registration statements of the Company on Forms S-3 and S-8, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to cause such registration statements to apply to the securities of Microvision Delaware, Inc., a Delaware corporation that has been or will be formed as the wholly-owned subsidiary of the Company (the "Merger Sub"), upon the merger of the Company with and into Merger Sub, or necessary or desirable to enable the Company or Merger Sub to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed by the following person in the capacity indicated on April 24, 2003.

By:   /s/ DENNIS J. REIMER
Director
   



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