-----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, UVerktHR2wuBpBtFeBHvoKSPw/Ryw+GvbtMUjv4FLLO9nR5U38arlDs8gb9JpIpI lJSOTbZmF3tTD3WDZRtTVg== 0001193125-08-184368.txt : 20080826 0001193125-08-184368.hdr.sgml : 20080826 20080826161742 ACCESSION NUMBER: 0001193125-08-184368 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080826 DATE AS OF CHANGE: 20080826 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-128020 FILM NUMBER: 081039540 BUSINESS ADDRESS: STREET 1: 6222 185TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 4254156847 MAIL ADDRESS: STREET 1: 6222 185TH AVE NE CITY: REDMOND STATE: WA ZIP: 98052 424B3 1 d424b3.htm FORM 424(B)(3) Form 424(B)(3)

Filed pursuant to Rule 424(b)(3) and Rule 424(c)

Registration No. 333-128020

PROSPECTUS SUPPLEMENT NO. 2

(To Prospectus dated September 8, 2005)

MICROVISION, INC.

COMMON STOCK

1,641,216 SHARES

 

 

This document supplements the Prospectus dated September 8, 2005 relating to the offer and sale from time to time of up to 1,641,216 shares of the common stock of Microvision, Inc. by selling shareholders of the Company.

This Prospectus Supplement should be read in conjunction with, and is not complete without, and may not be delivered or utilized without, the Prospectus dated September 8, 2005, including any amendments or supplements thereto.

 

 

Investing in these securities involves a high degree of risk. You should carefully consider the “Risk Factors” set forth on page 2 of the Prospectus and in our future filings with the Securities and Exchange Commission, which are incorporated by reference in the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The information in the table appearing under the heading “Selling Shareholders,” beginning on page 11 of the Prospectus, is hereby amended by adding the information below with respect to shareholders not previously listed in the Prospectus (including in any amendments or supplements thereto), and with respect to shareholders previously listed in the Prospectus (including in any amendments or supplements thereto), by superseding the information about such shareholder with the information in the table below. The percentage of our outstanding common stock beneficially owned by the selling shareholders named below is based on 68,021,252 shares of common stock issued and outstanding as of July 23, 2008. Warrant Strategies Fund, LLC acquired the shares listed below by transfer from Omicron Master Trust, which will no longer be listed as a selling shareholder in the Prospectus.


SELLING SHAREHOLDERS

 

Name of Selling Shareholder

   Number of Shares
Beneficially Owned
Prior to Offering
   Maximum
Number of
Shares to be Sold
Pursuant to this
Prospectus
   Number of Shares
Beneficially
Owned After
Offering
   Beneficial
Ownership
Percentage After
Offering

Warrant Strategies Fund, LLC (1)

   515,765    43,982    471,783    *

 

* less than one percent.

 

(1) Represents shares of common stock underlying warrants to purchase common stock held by Warrant Strategies Fund, LLC. Sean Molloy exercises voting and dispositive power over the shares beneficially owned by Warrant Strategies Fund, LLC, which is a Delaware limited liability company. Sean Molloy disclaims beneficial ownership of such shares.

 

 

The date of this Prospectus Supplement is August 26, 2008.

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