SC 13D 1 ecsch13d102405boucher.htm 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*

Microfield Group, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

59536W 10 4
(CUSIP Number)

Rodney M. Boucher
Microfield Group, Inc.
1631 N.W. Thurman Street, Suite 200
Portland, Oregon 97209
Telephone: (503) 419-3580
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copy to:

Mary Ann Frantz
Miller Nash LLP
111 S.W. Fifth Avenue, Suite 3400
Portland, Oregon 97204
Telephone: (503) 224-5858

October 13, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [_].


(Page 1 of 6 pages)





CUSIP No. 59536W 10 4 Page 2 of 6 Pages

1. Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only).

Rodney M. Boucher                  

2. Check the Appropriate Box If a Member of Group (See Instructions) (a) [_]
(b) [_]

3. SEC Use Only

4. Source of Funds (See Instructions)

PF, OO                   

5. Check If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[_]

6. Citizenship or Place of Organization

United States                    



Number
of Shares
Beneficially
Owned By
Each
Reporting
Person With
  7. Sole Voting Power
14,818,024          

  8. Shared Voting Power
0          

  9. Sole Dispositive Power
14,818,024           

10. Shared Dispositive Power
0

11. Aggregate Amount Beneficially Owned by Each Reporting Person

14,818,024                   





CUSIP No. 59536W 10 4 Page 3 of 6 Pages

12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
|_|

13. Percent of Class Represented by Amount in Row (11)

24.6 percent                   

14. Type of Reporting Person (See Instructions)

IN                    




CUSIP No. 59536W 10 4 Page 4 of 6 Pages

Item 1. Security and Issuer.

        The title of the class of equity securities to which this Statement on Schedule 13D (the “Statement”) relates is common stock, no par value (“Common Stock”), of Microfield Group, Inc., an Oregon corporation (the “Company”). The address of the Company’s principal executive offices is 1631 N.W. Thurman Street, Suite 200, Portland, Oregon 97209.

Item 2. Identity and Background.

        (a)-(c), (f) This Statement is filed by Rodney M. Boucher. (“Mr. Boucher”), whose business address is 1631 N.W. Thurman Street, Suite 200, Portland, Oregon 97209. Mr. Boucher’s present principal occupation is Chief Executive Officer of the Company. The Company is an energy related technology and electrical services company. The Company’s address is set forth in Item 1. Mr. Boucher is a citizen of the United States.

    (d)-(e)        During the last five years, Mr. Boucher 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 or Other Consideration.

    Mr. Boucher purchased 263,157 shares of the Company's Series 4 Preferred Stock convertible into 263,157 shares of Common Stock, in April 2004 at a purchase price of $100,000. He used his personal funds in making the purchase. Mr. Boucher received 8,463,496 shares of Common Stock and stock purchase warrants for 6,091,371 shares of Common Stock (the “Warrants”) upon the conversion of 60 shares of Class A Common Stock of EnergyConnect, Inc. (“ECI”), as a result of the merger of ECI with and into a wholly owned subsidiary of the Company on October 13, 2005 (the “Merger”).

Item 4. Purpose of Transaction.

    Mr. Boucher acquired 263,157 shares of the Company’s Series 4 Preferred Stock as a personal investment. Mr. Boucher acquired 8,463,496 shares of Common Stock and the Warrants in connection with the Company’s acquisition of ECI, of which Mr. Boucher was a founder and chairman, president and chief executive officer. The Common Stock and Warrants were acquired upon the conversion of 60 shares of ECI Class A Common Stock as a result of the Merger. In connection with the Merger, Mr. Boucher became Chief Executive Officer and a director of the Company. Gene Ameduri, also an ECI officer and director prior to the Merger, became a director of the Company and President of the subsidiary into which ECI merged.

        Mr. Boucher may acquire or dispose of shares of Common Stock from time to time for personal reasons. Except in the ordinary course of Mr. Boucher's management of the Company in his capacity as a director and Chief Executive Officer of the Company, as of the date of this Statement, Mr. Boucher has no present plans or proposals which relate to or would result in:





CUSIP No. 59536W 10 4 Page 5 of 6 Pages


    (a)        The acquisition by any person of additional securities of the Company or the disposition of securities of the Company other than by gift undertaken by Mr. Boucher for charitable or tax planning purposes;


    (b)        An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;


    (c)        A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;


    (d)        Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;


    (e)        Any material change in the present capitalization or dividend policy of the Company;


    (f)        Any other material change in the Company’s business or corporate structure;


    (g)        Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;


    (h)        Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;


    (i)        A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or


    (j)        Any action similar to any of those enumerated above.


Item 5. Interest in Securities of the Issuer.

    (a) – (b)  Mr. Boucher beneficially owns 14,818,024 shares of Common Stock, or 24.6 percent of the outstanding Common Stock. The percentage of outstanding Common Stock is based on 53,776,374 shares of Common Stock outstanding following the issuance of shares in the merger described in Item 5(c) below. Mr. Boucher has sole voting and dispositive power with respect to the 14,818,024 shares of Common Stock. Of the 14,818,024 shares, 263,157 shares may be acquired upon the conversion of 263.157 shares of the Company’s Series 4 Preferred Stock held by Mr. Boucher, and 6,091,371 shares may be acquired upon the exercise of the Warrants at an exercise price of $2.58 per share. The Warrants will expire on October 13, 2010.


    (c) Mr. Boucher acquired 8,463,496 shares of Common Stock and the Warrants to purchase 6,091,371shares of Common Stock on October 13, 2005, upon the conversion of 60 shares of ECI Class A Common Stock as a result of the Merger. Each share of ECI Class A Common Stock was converted in the Merger into the right to receive 141,058.27 shares of Common Stock and Warrants to purchase 101,522.84 shares of Common Stock at an exercise price of $2.58 per share. The closing price of the Common Stock on October 13, 2005, was $2.17 per share.




CUSIP No. 59536W 10 4 Page 6 of 6 Pages

    (d)-(e)        Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the Warrants described in Item 5, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Boucher and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7. Material to be Filed as Exhibits.

          99.1 Agreement and Plan of Merger among the Company, ECI Acquisition Co., and ECI dated as of October 11, 2005, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed October 19, 2005.

          99.2 Stock Purchase Warrant dated October 13, 2005.

SIGNATURE

          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.



Dated: October 24, 2005


/s/ Rodney M. Boucher
Rodney M. Boucher

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001.)