8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported) May 8, 2003

Microfield Graphics, Inc.

(Exact name of registrant as specified in its charter

Oregon
(State or other jurisdiction
of incorporation) 000-26226
Commission
file number 93-0935149 (IRS Employer
Identification No.)

1631 NW Thurman, Suite 310, Portland, OR
Address of principal executive offices) 97209
(Zip Code)

Registrant’s telephone number, including area code (503) 419-3580

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Finacial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
Exhibit Index
EXHIBIT 99.1

Item 5. Financial Statements and Exhibits.

     (c)  Exhibits. The following exhibit is furnished pursuant to Item 12:

     99.1 Press Release, dated May 8, 2003, Announcing First Quarter 2003 Financial Results

Item 9. Regulation FD Disclosure (Information furnished pursuant to Item 12, "Disclosure of Results of Operations and Financial Condition").

The attached press release regarding the first quarter financial statements was issued for publication on May 8, 2003.

The information in this Current Report on Form 8-K, including the exhibit hereto, is being furnished, not filed, under "Item 12. Disclosure of Results of Operations and Financial Condition" and is being provided under this "Item 9. Regulation FD Disclosure" in accordance with interim procedures promulgated by the Securities and Exchange Commission in Release No. 33-8216.

SIGNATURES

     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.

Date: May 8, 2003.	Microfield Graphics, Inc.
	/s/ Steven M. Wright Steven M. Wright, President

2

Exhibit Index

99.1 Press Release, dated May 8, 2003, Announcing First Quarter 2003 Financial Results

3 EX-99.1 3 v90025exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Company Contact:
Mr. Steve Wright, President & CEO, at (503) 419-3581

MICROFIELD GRAPHICS REPORTS FIRST QUARTER
2003 CONSOLIDATED FINANCIAL RESULTS AND COMPLETION OF EQUITY FINANCING

Portland, OR – March 8, 2003 — Microfield Graphics, Inc. (OTC Bulletin Board: MICG), a developer and marketer of broad-based, brand-oriented products and services, announced today that sales for the three months ended March 29th, 2003 totaled $56,000. The Company’s net loss for the quarter totaled $266,000 or $(0.03) per share (diluted) on 7,931,900 shares outstanding, as compared with a net loss in the first quarter 2002 of $31,000 or $(0.01) per share (diluted) on 4,596,066 shares outstanding. Gross margin for the quarter was 37 percent and general and administrative costs totaled $206,000 for the quarter.

Microfield also announced that it raised additional operating capital in the amount of $253,400 during April 2003 through the private placement of 974,616 shares of common stock that were issued in conjunction with 97,462 warrants. The warrants are exercisable at a purchase price of $.40 per share with a 3-year term. The shares issued in the private placement were not registered and are restricted from sale for at least one year pursuant to federal securities laws. R. Patrick Hanlin, Chairman and Steven M. Wright, President & CEO, both purchased additional shares in the transaction.

“The first quarter of 2003 was a significant quarter for Microfield as we continued to take critical steps in building a solid foundation for the future of our company. Some of these steps included securing an initial order from Walgreen’s stores for our No Tug Plug™ product, the repurchase and retirement of approximately 12% of our outstanding common stock from Steelcase, Inc. and the unveiling of our new Internet Observation™ Systems (“IOS”) brand digital video products at the ISC West industry trade show in late March, which generated an extremely positive response.” commented Steve Wright, President & CEO of Microfield. “We anticipate continued, aggressive development of the market for IOS products over the next several quarters,” he concluded.

About Microfield Graphics, Inc.

Formed in 1984, Microfield became an industry leader in the development and marketing of high performance computer graphics products. Since that time, the Company’s strategy has been to leverage its publicly-traded platform to acquire a portfolio of emerging companies with significant growth prospects and that have attained, or are on the threshold of attaining positive cash flow. In September, 2002 Microfield announced the acquisition of Innovative Safety Technologies. Microfield is headquartered in Portland, Oregon, and its common stock is traded on the OTC Bulletin Board under the symbol “MICG.”

About Innovative Safety Technologies, Inc.

Innovative Safety Technologies, Inc. (“IST”) is an Oregon-based company founded in June 2001 to identify, develop and market broad-based, branded products and services with safety and security applications. The Company’s initial product launch was the No Tug Plug™ Electrical Outlet Cover, an innovative safety product that keeps electrical cords in place and protects children from electrical shock. IST recently launched its newest product, Internet Observation Systems (“IOS”), during the first quarter of 2003. The newly released IOS brand digital video recorders (“DVRs”) provide industry-leading technology at very competitive prices. The unique IOS brand DVR products provide operational and viewing functions that can be securely operated on a real-time basis either on-site or via the internet anytime and anywhere. For more information about the Company’s products visit our websites at www.notugplug.com and www.internetobservation.com.

Forward Looking Statements

This press release includes statements that may constitute “forward-looking” statements, including the statement regarding the mass market potential for Microfield’s products. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause or contribute to such differences that include, but are not limited to, competitive factors, the success of new products in the marketplace, dependence upon third-party vendors, and the ability to obtain financing. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

Tables Attached

MICROFIELD GRAPHICS, INC.

CONSOLIDATED BALANCE SHEETS

			March 29,			December 28,
			2003			2002
			(unaudited)
Current assets:
	Cash and cash equivalents		$	30,617		$	90,981
	Accounts receivable			32,501			193,933
	Inventory			53,530			50,411
	Other current assets			15,278			13,826
		Total current assets		131,926			349,151
	Property and equipment, net			132,907			133,856
	Intangible assets, net			295,334			311,333
	Goodwill			250,490			250,490
			$	810,657		$	1,044,830
Current liabilities:
	Accounts payable		$	196,050		$	221,663
	Accrued payroll and payroll taxes			21,321			8,711
	Current portion-notes payable			115,773			9,000
	Other current liabilities			38,409			30,746
		Total current liabilities		371,553			270,120
Long term note payable				139,545			—
Shareholders’ equity:
	Common stock, no par value, 25,000,000 shares authorized, 7,273,207 and 8,224,652 shares issued and outstanding, respectively			16,296,717			16,506,034
	Accumulated deficit			(15,997,158	)		(15,731,324	)
		Total shareholders’ equity		299,559			774,710
			$	810,657		$	1,044,830

MICROFIELD GRAPHICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

			Three Months Ended
			March 29,			March 30,
			2003			2002
Sales			$	55,992		$	—
Cost of goods sold				35,060			—
	Gross profit			20,932			—
Operating expenses
	Sales			67,211			—
	Marketing			35,295			—
	General and administrative			205,848			51,314
Loss from operations				(287,422	)		(51,314	)
Other income Interest income (expense), net				(1,161	)		2,574
	Other income, net			124			—
Loss before provision for Income taxes				(288,459	)		(48,740	)
Provision for income taxes				—			—
Loss from continuing operations				(288,459	)		(48,740	)
Discontinued operations:
		Gain on discontinued SoftBoard operations		22,625			17,937
Net loss			$	(265,834	)	$	(30,803	)
Basic and diluted net loss per share from continuing operations			$	(.04	)	$	(.01	)
Basic and diluted net loss per share			$	(.03	)	$	(.01	)
Weighted average shares used in per share calculations per share calculations:
	Basic and diluted			7,931,900			4,596,066

There is no difference between basic and diluted loss per share, and basic and diluted shares used
in per share calculations because inclusion of common stock equivalents would be anti-dilutive.

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EX-99.1

EXHIBIT 99.1