-----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, R8tQRGRXaRq8nqCM+UyoWMUV4W4sjsVq91fmM+V+DbPCDL2xvd0IKVovFXnfkUur ETiYxh3TIinTeyzjd0eB2Q== 0001200952-06-000354.txt : 20060724 0001200952-06-000354.hdr.sgml : 20060724 20060721214015 ACCESSION NUMBER: 0001200952-06-000354 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060724 DATE AS OF CHANGE: 20060721 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROFIELD GROUP INC CENTRAL INDEX KEY: 0000944947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 930935149 STATE OF INCORPORATION: OR FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49773 FILM NUMBER: 06975306 BUSINESS ADDRESS: STREET 1: 1631 NW THURMAN, SUITE 310 CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5034193580 MAIL ADDRESS: STREET 1: 1631 NW THURMAN, SUITE 310 CITY: PORTLAND STATE: OR ZIP: 97209 FORMER COMPANY: FORMER CONFORMED NAME: MICROFIELD GRAPHICS INC /OR DATE OF NAME CHANGE: 19950504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JESENIK ROBERT J CENTRAL INDEX KEY: 0001195301 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1631 THURMAN STREET STREET 2: 4TH FL CITY: PORTLAND STATE: OR ZIP: 97209 SC 13D 1 acm_13d-60719.txt ---------------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...11 ---------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MICROFIELD GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 59536W 10 4 - -------------------------------------------------------------------------------- (Cusip Number) ANDREW S. CRAIG, 805 SW BROADWAY, SUITE 560, PORTLAND, OREGON 97205, 503-419-3500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 15, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 59536W 10 4 1. Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Robert J. Jesenik 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) |_| (b) |_| 3. SEC Use Only: 4. Source of Funds (See Instructions): SC, AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): |_| 6. Citizenship or Place of Organization: USA Number of 7. Sole Voting Power: 1,891,348 Shares Beneficially 8. Shared Voting Power: 0 Owned by Each 9. Sole Dispositive Power: 1,891,348 Reporting Person With 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,891,348 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): |_| 13. Percent of Class Represented by Amount in Row (11): 2.9% 14. Type of Reporting Person (See Instructions): IN 2 ITEM 1. SECURITY AND ISSUER Issuer: Microfield Group, Inc. ("COMPANY") 111 SW Columbia Street, Suite 480 Portland, Oregon 97201 Title of Security: Common stock ("SHARES") ITEM 2. IDENTITY AND BACKGROUND (a)-(c), (f) This Statement is filed by Robert J. Jesenik ("REPORTING PERSON"), whose business address is 805 SW Broadway, Suite 560 Portland, Oregon 97205. Mr. Jesenik's present principal occupation is Chief Executive Officer of Aequitas Capital Management, Inc., a business consulting, investment banking and advisory services firm. The address of Aequitas Capital Management, Inc. is 805 SW Broadway, Suite 560 Portland, Oregon 97205. Mr. Jesenik is a citizen of the United States. (d)-(e) During the last five years, Mr. Jesenik has not: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS o Mr. Jesenik received 38,017 common shares of the Company on September 16, 2002 as consideration for his ownership interest in Innovative Safety Technologies, LLC which was acquired by the Company. The Agreement and Plan of Merger is filed as an exhibit to this Schedule 13D (Exhibit 99.1). o On or about September 16, 2002, Aequitas Capital Management, Inc. ("AEQUITAS") assigned warrants to purchase an aggregate of 2,066,000 shares of the common stock of the Company to its shareholders. As a result of this assignment, Mr. Jesenik received 413,200 warrant shares with an exercise price of $0.38722 per share, and 413,200 warrant shares with an exercise price of $0.50 per share. A form of the Amended and Restated Stock Purchase Warrants issued to Mr. Jesenik is filed as an exhibit to this Schedule 13D (Exhibit 99.2). Pursuant to an Agreement to Satisfy Obligations dated September 15, 2003 between the Company, Aequitas and Christenson Technology Services, Inc., a subsidiary of the Company ("CTS"), and in connection with the cancellation of certain debt owed by CTS to Aequitas, the Company agreed to extend the expiration date for exercise of the Amended and Restated Stock Purchase Warrants for Mr. Jesenik and others. A form of the Second Amended and Restated Stock Purchase Warrants issued to Mr. Jesenik is filed as an exhibit to this Schedule 13D (Exhibit 99.3). o In connection with Mr. Jesenik's service on the board of directors of the Company, Mr. Jesenik received options to purchase 50,000 common shares of the Company on April 7, 2005 at an exercise price of $.26 per share. A Non-Statutory Stock Option Agreement 3 2004 Stock Incentive Plan is filed as an exhibit to this Schedule 13D (Exhibit 99.4). o Effective June 15, 2005, JMW Group, LLC ("JMW") made a prorata distribution to its members of shares of the Company. In connection with this distribution, Mr. Jesenik received shares of the Company in the amounts set forth below: ------------------ ----------------- ----------------- ---------------- SERIES 2 SERIES 3 SERIES 4 COMMON PREFERRED PREFERRED* PREFERRED* ------------------ ----------------- ----------------- ---------------- 502,109 194,462 6.560 510.526 ------------------ ----------------- ----------------- ---------------- *Series 3 Preferred Stock and Series 4 Preferred Stock are each convertible into Common Stock at a ratio of 100-to-1. A Form of Mellon Investor Services Stock Power evidencing this distribution is attached as an exhibit to this Schedule 13D (Exhibit 99.5). o Effective July 15, 2005, JMW made a prorata distribution to its members of common shares of the Company. In connection with this distribution, Mr. Jesenik received 162,518 common shares of the Company. A Form of Mellon Investor Services Stock Power evidencing this distribution is attached as an exhibit to this Schedule 13D (Exhibit 99.5). o Effective June 1, 2006, JW Assurance and Holding Limited ("JWA") made a prorata distribution to its members of Series 3 Preferred Stock of the Company in connection with the liquidation of JWA. In connection with this distribution, Mr. Jesenik received 6.441 shares of Series 3 Preferred Stock of the Company. A Stock Power evidencing this distribution is attached as an exhibit to this Schedule 13D (Exhibit 99.6). ITEM 4. PURPOSE OF THE TRANSACTION: See Item 3 for the purpose of each acquisition. Although Reporting Person has no specific plan or proposal to acquire or dispose of Shares, consistent with his investment purpose, Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of his Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of Reporting Person and/or other investment considerations. Reporting Person has not made a determination regarding a maximum or minimum number of Shares which he may hold at any point in time. Also, consistent with his investment intent, Reporting Person may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations. 4 Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for Reporting Person is incorporated by reference. The percentage amount set forth in Row 13 of the cover page is calculated based upon 64,616,087 shares of common stock outstanding as of May 1, 2006 as reported by the Company in response to an inquiry from an employee of Aequitas, of which Reporting Person is Chief Executive Officer. Reporting Person has reason to believe that this information is more current than the 55,557,870 shares of common stock outstanding as of March 1, 2006 as reported by the Company in its Form 10-KSB dated April 5, 2006 filed with the Securities and Exchange Commission on April 6, 2006. See Item 3 for a description of Reporting Person's rights to acquire Shares. (c) See Item 3. (d) None. (e) Reporting Person ceased to be the beneficial owner of more than 5% of the Shares on October 18, 2005. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER In addition to the agreements described below, see Item 3 for a description of contracts, arrangements, understandings or relationships. o Reporting Person agreed to be bound by Section 7.2 of an Agreement and Plan of Merger between Microfield Group, Inc. and Innovative Safety Technologies, LLC dated September 16, 2002 and filed as an exhibit to this Schedule 13D (Exhibit 99.1). 5 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NUMBER: EXHIBIT DESCRIPTION: 99.1 Agreement and Plan of Merger between Microfield Group, Inc., and Innovative Safety Technologies, LLC. dated September 16, 2002 (incorporated by reference to Exhibit 2 to the Company's Form 8-K filed on October 3, 2002). 99.2 Form of Amended and Restated Stock Purchase Warrant to Purchase shares of Common Stock of Microfield Group, Inc. issued to Robert J. Jesenik, Brian A. Oliver, Thomas A. Sidley, and Dennis Wade dated September 16, 2002. (incorporated by reference to Exhibit 99.6 to the Schedule 13D filed by Aequitas Capital Management, Inc. and other reporting persons on June 1, 2006). 99.3 Form of Second Amended and Restated Stock Purchase Warrant to Purchase shares of Common Stock of Microfield Group, Inc. issued to Robert J. Jesenik, Brian A. Oliver, and Thomas A. Sidley dated September 16, 2003. (incorporated by reference to Exhibit 99.7 to the Schedule 13D filed by Aequitas Capital Management, Inc. and other reporting persons on June 1, 2006). 99.4 Microfield Group, Inc. Non-Statutory Stock Option Agreement 2004 Stock Incentive Plan between Microfield Group, Inc. and Robert J. Jesenik dated April 7, 2005. 99.5 Form of Mellon Investor Services Stock Power. (incorporated by reference to Exhibit 99.45 to the Schedule 13D filed by Aequitas Capital Management, Inc. and other reporting persons on June 1, 2006). 99.6 Stock Power 6 SIGNATURES After reasonable 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. Date: July 19, 2006 /s/ Robert J. Jesenik ----------------------------- By: Robert J. Jesenik 7 EX-99.4 2 acm_sc13dex994-60719.txt Exhibit 99.4 MICROFIELD GROUP, INC. NON-STATUTORY STOCK OPTION AGREEMENT 2004 STOCK INCENTIVE PLAN THIS AGREEMENT is dated effective April 7, 2005, between Microfield Group, Inc., an Oregon corporation (the "Company"), and Robert Jesenik (the "Optionee"). Pursuant to the Company's 2004 Stock Incentive Plan (the "Plan"), and in connection with the Optionee's service to the Company as a director of the Company, the Board of Directors has voted in favor of granting to the Optionee an option to purchase Common Stock of the Company ("Common Stock") in the amount and on the terms set out below. In consideration of the promises and mutual covenants herein contained, the Company and the Optionee agree as follows: 1. The Company hereby grants to the Optionee upon the terms and conditions hereinafter stated the right and option (the "Option") to purchase all or any part of an aggregate of 50,000 shares of the Company's authorized but unissued or reacquired Common Stock at a purchase price of $0.27 per share. The Option will not be treated as an Incentive Stock Option, as defined in Section 422 of the Internal Revenue Code, as amended ("IRC"). The Option is granted under, and is subject to, all the terms and conditions in the Plan. 2. The Option is granted upon the following terms: 2.1 DURATION OF OPTION. Subject to reductions in the Option period as hereinafter provided, in the event of termination of service to the Company or death of the Optionee, the Option shall continue in effect for a period of five years from the date hereof. 2.2 TIME OF EXERCISE. Except as provided in paragraphs 2.5 and 2.7, the Option is fully vested and exercisable during its term. 2.3 LIMITATIONS ON RIGHTS TO EXERCISE. Except as provided in paragraph 2.5, the Option may not be exercised unless at the time of such exercise the Optionee is in the service of the Company or any parent or subsidiary of the Company and shall have provided such service continuously since the date such option was granted. Absence on leave or on account of illness or disability under rules established by the Board of Directors shall not, however, be deemed an interruption of services for this purpose. 2.4 NONASSIGNABILITY. The Option is nonassignable and nontransferable by the Optionee except by will or by the laws of descent and the distribution of the state and country of the Optionee's domicile at the time of death, and is exercisable during the Optionee's lifetime only by the Optionee. 2.5 TERMINATION OF SERVICE (a) In the event the service of the Optionee as a director of the Company is terminated by retirement without cause, other than in the circumstances specified in 1 - NON-STATUTORY STOCK OPTION AGREEMENT subsection (b) below, the Option held by the Optionee may be exercised at any time prior to its expiration date or the expiration of 30 days after the date of such termination of service, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination. (b) In the event the Optionee's service to the Company as a director of the Company is terminated because of death or physical disability (within the meaning of Section 6(a)(iv)(B) of the Plan) the Option may be exercised at any time prior to its expiration date or the expiration of one year after the date of such termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination. If the Optionee's service is terminated by death, the Option shall be exercisable only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of the Optionee's domicile at the time of death. (c) In the event of the death or termination of service of the Optionee, to the extent the Option shall not have been exercised within the limited periods provided above, all further rights to purchase shares pursuant to the Option shall cease and terminate at the expiration of such periods. 2.6 PURCHASE OF SHARES. Shares may be purchased pursuant to the Option only upon receipt by the Company of notice in writing from the Optionee of the Optionee's intention to exercise, specifying the number of shares as to which the Optionee desires to exercise the Option and the date on which the Optionee desires to complete the transaction, which shall not be more than 30 days after receipt of the notice, and, unless in the opinion of counsel for the Company such a representation is not required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the Optionee's present intention to acquire the shares for investment and not with a view to distribution. On or before the date specified for completion of the purchase of shares pursuant to the Option, the Optionee must have paid the Company the full purchase price of such shares in cash (including cash that may at the election of the Company be the proceeds of a loan from the Company), in shares of Common Stock of the Company previously acquired and held for not less than one year by the Optionee, valued at fair market value as determined by the Board of Directors, or in any combination of cash and shares of Common Stock of the Company. No certificates for shares shall be issued until full payment therefor has been made. The Optionee shall have none of the rights of a shareholder until a certificate for shares is issued to the Optionee. The Optionee shall, upon notification of the amount due, if any, and prior to or concurrently with delivery of the certificates representing the shares with respect to which the Option was exercised, pay to the Company amounts necessary to satisfy any applicable federal, state, and local withholding tax requirements. If additional withholding becomes required beyond any amount deposited before delivery of the certificates, the Optionee shall pay such amount to the Company on demand. In the absence of such payment, the Company may withhold such amount from any funds owed by the Company to the Optionee. 2.7 CHANGES IN CAPITAL STRUCTURE. The number, class, and price of securities for which the Option may be exercised are subject to adjustment from time to time upon the happening of a stock split, stock dividend, merger, consolidation, plan of exchange, 2 - NON-STATUTORY STOCK OPTION AGREEMENT reorganization, or other "Transaction" (as defined in the Plan) or dissolution, in accordance with the provisions of Section 13 of the Plan. 3. Nothing in the Plan or this Agreement shall confer upon the Optionee any right to be continued in the service of the Company, or shall interfere in any way with the right of the Company to terminate the Optionee's service as a director at any time, for any reason, with or without cause. 4. This Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, but except as hereinabove provided the Option herein granted shall not be assigned or otherwise disposed of by the Optionee. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the day and year first hereinabove written. MICROFIELD GROUP, INC. By: /s/ A. Mark Walter --------------------------------- A. Mark Walter, President /s/ Robert Jesenik ------------------------------------ Robert Jesenik Optionee's Home Address ------------------------------------ ------------------------------------ Optionee's Social Security Number: ------------------------------------ 3 - NON-STATUTORY STOCK OPTION AGREEMENT EX-99.6 3 acm_sc13dex996-60719.txt Exhibit 99.6 STOCK POWER FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, JW ASSURANCE AND HOLDING LIMITED hereby assigns, transfers and conveys to ROBERT J. JESENIK all of its right, title and interest in and to 6.441 shares of the Series 3 Preferred Stock of MICROFIELD GROUP, INC., an Oregon corporation, represented by Certificate No. 6 P3, and hereby irrevocably appoints _________________________ attorney-in-fact to transfer the stock on the books of MICROFIELD GROUP, INC. with full power of substitution in the premises. DATED June 1, 2006. JW ASSURANCE AND HOLDING LIMITED By: /s/ Robert J. Jesenik ------------------------------ Robert J. Jesenik, President -----END PRIVACY-ENHANCED MESSAGE-----