-----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, PrW16uZXvwUMA52nUkS3Me0qNbWbghg3fx048tp9qPJB5BCyh7wI45BTUPGrdBN4 IF/GWxz07cFImBGtlpJq2A== 0000912057-00-013463.txt : 20000328 0000912057-00-013463.hdr.sgml : 20000328 ACCESSION NUMBER: 0000912057-00-013463 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000324 EFFECTIVENESS DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROFIELD GRAPHICS INC /OR CENTRAL INDEX KEY: 0000944947 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930935149 STATE OF INCORPORATION: OR FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-33294 FILM NUMBER: 578779 BUSINESS ADDRESS: STREET 1: 9216 SW DURHAM RD CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036204000 MAIL ADDRESS: STREET 1: MICRFIELD GRAPHICS INC /OR STREET 2: 9216 SW DURHAM RD CITY: PORTLAND STATE: OR ZIP: 97224 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 24, 2000 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------- MICROFIELD GRAPHICS, INC. (Exact name of registrant as specified in its charter) -------------- OREGON 93-0935149 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 7216 SW DURHAM ROAD PORTLAND, OREGON 97224 (Address of Principal (Zip Code) Executive Offices) -------------- MICROFIELD GRAPHICS, INC. 1995 STOCK INCENTIVE PLAN (Full title of plan) -------------- JOHN B. CONROY PRESIDENT AND CHIEF EXECUTIVE OFFICER MICROFIELD GRAPHICS, INC. 7216 SW DURHAM RD. PORTLAND, OR 97224 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 620-4000 Copy to: STEPHEN E. BABSON STOEL RIVES LLP 900 SW FIFTH AVENUE, SUITE 2300 PORTLAND, OREGON 97204-1268 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of MAXIMUM MAXIMUM Securities to Be Amount to Be Offering Price Aggregate Amount of Registered Registered Per Share (1) Offering Price (1) Registration Fee - ------------------ ----------- --------------- ----------------- ----------------- Common Stock 300,000 Shares $0.66 $ 198,000 $52.27 - -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $0.66, which was the average of the high and low prices of the Common Stock on March 20, 2000 as reported for the OTC Bulletin Board. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Microfield Graphics, Inc. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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 the Company contained in the Company's registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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. Item 4. DESCRIPTION OF SECURITIES. Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VI of the Company's Fifth Restated Articles of Incorporation (the "Articles"), requires indemnification of current or former directors or officers of the Company to the fullest II-1 extent not prohibited by the Oregon Business Corporation Act (the "Act"). The effects of the Articles and the Act (the "Indemnification Provisions") are summarized as follows: (a) The Indemnification Provisions grant a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the Company) against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct. (b) The Indemnification Provisions grant a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorney fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted if the person is adjudged to be liable to the Company. (c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right. (d) Because the limits of permissible indemnification under Oregon law are not clearly defined, the Indemnification Provisions may provide indemnification broader than that described in (a) and (b). (e) The Company may advance to a director or officer the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director or officer affirms in good faith that he or she has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct. The Registrant may obtain insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or directors or otherwise. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and II-2 Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. Item 8. EXHIBITS. 4.1 Fifth Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form SB-2, File No. 33-91890 (the "1995 SB-2")). 4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the 1995 SB-2). 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of PriceWaterhouseCoopers LLP. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). 24.1 Powers of Attorney.
Item 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a)(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 of 1933; (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) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (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; II-3 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 by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon on March 24, 2000. MICROFIELD GRAPHICS, INC. By SANDRA PLEASANTS ---------------------------- Sandra Pleasants Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 24, 2000.
Signature Title --------- ----- * JOHN B. CONROY President, Chief Executive Officer and Director - ------------------------- John B. Conroy (Principal Executive Officer) * WILLIAM P. CARGILE Director - ------------------------- William P. Cargile * HERBERT S. SHAW Director - ------------------------- Herbert S. Shaw SANDRA PLEASANTS Chief Financial Officer - ------------------------- Sandra Pleasants (Principal Financial and Accounting Officer) *By: SANDRA PLEASANTS ---------------- Sandra Pleasants, Attorney-in-Fact
II-5 EXHIBIT INDEX
Exhibit Number Document Description - ------- -------------------- 4.1 Fifth Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form SB-2, File No. 33-91890 (the A1995 SB-2 @)). 4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the 1995 SB-2. 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of PriceWaterhouseCoopers LLP. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). 24.1 Powers of Attorney.
II-6 EX-5.1 2 EXHIBIT 5.1 March 24, 2000 Board of Directors Microfield Graphics, Inc. 7216 SW Durham Road Portland, OR 97224 We have acted as counsel for Microfield Graphics, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 300,000 shares of common stock (the "Shares") of the Company issuable pursuant to the Company's 1995 Stock Incentive Plan (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the state of Oregon; and 2. The Shares have been duly authorized and, when issued pursuant to the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 29, 1999, except for Note 11, which is as of March 26, 1999 and except for Note 12, which is as of February 6, 2000, relating to the financial statements of Microfield Graphics, Inc. which appears in Microfield Graphics' Annual Report on Form 10-KSBA for the year ended January 2, 1999. PricewaterhouseCoopers LLP Portland, Oregon March 24, 2000 EX-24.1 4 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY (1995 Stock Incentive Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Microfield Graphics, Inc., does hereby constitute and appoint John B. Conroy and Sandra Pleasants and each of them his or her true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Microfield Graphics, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Microfield Graphics, Inc. issuable pursuant to its 1995 Stock Incentive Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: January 31, 2000 JOHN B. CONROY --------------------- John B. Conroy EXHIBIT 24.1 POWER OF ATTORNEY (1995 Stock Incentive Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Microfield Graphics, Inc., does hereby constitute and appoint John B. Conroy and Sandra Pleasants and each of them his or her true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Microfield Graphics, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Microfield Graphics, Inc. issuable pursuant to its 1995 Stock Incentive Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: January 20, 2000 SANDRA PLEASANTS ----------------------- Sandra Pleasants EXHIBIT 24.1 POWER OF ATTORNEY (1995 Stock Incentive Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Microfield Graphics, Inc., does hereby constitute and appoint John B. Conroy and Sandra Pleasants and each of them his or her true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Microfield Graphics, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Microfield Graphics, Inc. issuable pursuant to its 1995 Stock Incentive Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: January 31, 2000 WILLIAM P. CARGILE ------------------------ William P. Cargile EXHIBIT 24.1 POWER OF ATTORNEY (1995 Stock Incentive Plan) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Microfield Graphics, Inc., does hereby constitute and appoint John B. Conroy and Sandra Pleasants and each of them his or her true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Microfield Graphics, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Microfield Graphics, Inc. issuable pursuant to its 1995 Stock Incentive Plan, including specifically, but without limitation thereto, power and authority to sign his or her name (whether on behalf of Microfield Graphics, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: January 31, 2000 HERBERT S. SHAW --------------- Herbert S. Shaw -----END PRIVACY-ENHANCED MESSAGE-----