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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 MICROFIELD GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: __________________________________ 5) Total fee paid: _______________________________________________________________ o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. 1) Amount Previously Paid: _______________________________________________ 2) Form, Schedule or Registration Statement No.: _____________________________ 3) Filing Party: _________________________________________________________ 4) Date Filed: __________________________________________________________
(Amendment No. )
111 SW Columbia, Suite 480
Portland, Oregon 97201
1. |
To elect 7 directors for a term of one year, and until their successors are duly elected and qualified; and |
2. |
To transact such other business as may properly come before the Annual Meeting. |
By: |
/s/ Randall R. Reed Randall R. Reed Secretary |
Name of Nominee |
Position with the Company |
Served as a Director Since |
Age |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rodney M.
Boucher |
CEO
& Director |
October, 2005 |
63 | |||||||||||
A. Mark Walter
|
President & Director |
April, 2005 |
42 | |||||||||||
Michael W.
Stansell |
Director |
November, 1999 |
64 | |||||||||||
William C.
McCormick |
Chairman of the Board |
February, 2004 |
73 | |||||||||||
Gene Ameduri
|
Director |
October, 2005 |
59 | |||||||||||
Gary D. Conley
|
Director |
February, 2006 |
46 | |||||||||||
Kurt E. Yeager
|
Director |
May
10, 2007 |
67 |
|
Monitor the integrity of Microfields financial reporting process and systems of internal controls regarding accounting and finance; |
|
Monitor the independence and performance of the Microfields independent auditors; |
|
Provide an avenue of free and open communication among the independent auditors, management and board of directors; |
|
Review any conflict of interest situation brought to the committees attention; and |
|
Review Microfields approach to business ethics and compliance with the law. |
|
Reviewed and discussed with management and the independent auditors the audited financial statements; |
|
Discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principals generally accepted in the United States, their judgments as to the quality, not just the acceptability, of Microfields accounting principals and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards (including Statement on Auditing Standards No. 61); |
|
Received written disclosures and a letter from the independent auditors as required by Independence Standards Board Standard No. 1 and discussed the auditors independence with the auditors; and |
|
Recommended to the Board of Directors (and the Board has approved) that Microfield include its audited financial statements for the year ended December 31, 2006 in its Annual Report on Form 10-K. |
Name & Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) * |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) (7) |
Total ($) |
|||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rodney M.
Boucher (1) |
2006 | 300,000 | | | 2,771 | | | 12,415 | (1) | 315,186 | ||||||||||||||||||||||||||||
Chief
Executive Officer |
2005 | 62,500 | | | | | | | 62,500 | |||||||||||||||||||||||||||||
and
Director |
2004 | | | | | | | | | |||||||||||||||||||||||||||||
A. Mark
Walter (2) |
2006 | 208,000 | | | 92,002 | | | 7,200 | 307,202 | |||||||||||||||||||||||||||||
President and
Director |
2005 | 153,939 | | | 67,433 | | | 7,200 | 228,572 | |||||||||||||||||||||||||||||
2004 | 117,184 | | | 10,921 | | | 7,200 | 135,305 | ||||||||||||||||||||||||||||||
Randall R.
Reed (3) |
2006 | 208,000 | | | 26,150 | | | | 234,150 | |||||||||||||||||||||||||||||
Chief
Financial Officer |
2005 | 56,000 | | | 6,032 | | | | 62,032 | |||||||||||||||||||||||||||||
2004 | | | | | | | | | ||||||||||||||||||||||||||||||
Gene Ameduri
(4) |
2006 | 200,000 | | | 1,150 | | | 5,736 | 206,886 | |||||||||||||||||||||||||||||
President of
ECI and Director |
2005 | 41,667 | | | | | | | 41,667 | |||||||||||||||||||||||||||||
2004 | | | | | | | | | ||||||||||||||||||||||||||||||
William C.
McCormick (5) |
2006 | | | | 383,429 | | | | 383,429 | |||||||||||||||||||||||||||||
Former
Interim Chief Executive |
2005 | | | | 374,262 | | | | 374,262 | |||||||||||||||||||||||||||||
Officer and
Director |
2004 | | | | 222,750 | | | | 222,750 | |||||||||||||||||||||||||||||
Gary M.
Kapral (6) |
2006 | | | | | | | | | |||||||||||||||||||||||||||||
Former Chief
Financial Officer |
2005 | 68,289 | | | (1,936 | ) | | | | 66,353 | ||||||||||||||||||||||||||||
2004 | 138,462 | | | 1,936 | | | | 140,398 |
* |
Market value of the underlying securities based on the closing price, $0.64, of our common stock on December 29, 2006, the last trading day of 2006 fiscal year. |
(1) |
Mr. Boucher was appointed our Chief Executive Officer on October 13, 2005. Other compensation in the amount of $12,415 was valued based on actual costs and was granted in the form of automobile lease payments. |
(2) |
Mr. Walter was appointed our President effective November 18, 2004. Prior to this appointment he served as our Senior Vice President and Chief Operating Officer. |
(3) |
Mr. Reed was appointed our Chief Financial Officer on September 19, 2005. |
(4) |
Mr. Ameduri was appointed President of ECI on October 13, 2005. |
(5) |
Mr. McCormick was appointed Interim CEO effective January 21, 2004. He held this position with no cash compensation. He resigned that position effective November 15, 2004 with the appointment of A. Mark Walter as President. Mr. McCormick is Chairman of the Board of Directors. |
(6) |
Mr. Kapral was appointed our Chief Financial Officer effective May 17, 2004. He left the Company in March 2005. |
(7) |
With the exception of reimbursement of expenses incurred by our named executive officers during the scope of their employment, none of the named executives received other compensation, perquisites, personal benefits in excess of $10,000. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|||||||||||||||||||||||||||||||
Rodney M.
Boucher |
4,896 | 230,104 | |
0.65 | 11/21/11 | N/A |
N/A |
N/A |
N/A |
|||||||||||||||||||||||||||||||
A. Mark Walter
|
72,917 | 27,083 | |
0.60 | 1/22/09 | N/A |
N/A |
N/A |
N/A |
|||||||||||||||||||||||||||||||
50,000 | 50,000 | |
0.40 | 12/3/09 | ||||||||||||||||||||||||||||||||||||
416,667 | 583,333 | |
0.35 | 4/29/10 | ||||||||||||||||||||||||||||||||||||
2,031 | 95,469 | |
0.65 | 11/21/11 | ||||||||||||||||||||||||||||||||||||
Randall R. Reed
|
33,333 | 66,667 | |
0.84 | 8/23/10 | N/A |
N/A |
N/A |
N/A |
|||||||||||||||||||||||||||||||
2,031 | 95,469 | |
0.65 | 11/21/11 | ||||||||||||||||||||||||||||||||||||
Gene Ameduri
|
2,031 | 95,469 | |
0.65 | 11/21/11 | N/A |
N/A |
N/A |
N/A |
|||||||||||||||||||||||||||||||
William C.
McCormick |
1,200,000 | | |
0.44 | 11/12/09 | N/A |
N/A |
N/A |
N/A |
|||||||||||||||||||||||||||||||
50,000 | | |
0.26 | 4/7/10 | ||||||||||||||||||||||||||||||||||||
666,667 | 333,333 | |
0.84 | 8/23/10 | ||||||||||||||||||||||||||||||||||||
2,083 | 97,917 | |
0.65 | 11/21/11 | ||||||||||||||||||||||||||||||||||||
Gary M. Kaplan
|
| | |
| | N/A |
N/A |
N/A |
N/A |
Name (a) |
Fees Earned or Paid in Cash ($) (b) |
Stock Awards ($) (c) |
Option Awards ($) (d) |
Non-Equity Incentive Plan Compensation ($) (e) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (f) |
All Other Compensation ($) (g) |
Total ($) (h) |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rodney M.
Boucher (1) |
| | | | | |||||||||||||||||||||||||
A. Mark Walter
(2) |
| | | | | | | |||||||||||||||||||||||
Gene Ameduri (3)
|
| | | | | | | |||||||||||||||||||||||
William C.
McCormick (4) |
| | 1,179 | | | | 1,179 | |||||||||||||||||||||||
Michael W.
Stansell (5) |
| | 1,002 | | | | 1,002 | |||||||||||||||||||||||
Gary D. Conley
(6) |
2,000 | | 119,284 | | | | 121,284 |
(1) |
Mr. Boucher is our Chief Executive Officer and does not receive additional compensation for serving as our director. |
(2) |
Mr. Walter is our President and does not receive additional compensation for serving as our director. |
(3) |
Mr. Ameduri is our EnergyConnect President and does not receive additional compensation for serving as our director. |
(4) |
Under our Amended 2004 Stock Incentive Plan, on November 21, 2006, Mr. McCormick was granted a stock option to purchase 100,000 shares of common stock, which option vests over 48 months. The aggregate grant date fair value of this award is $56,600. |
(5) |
Under our Amended 2004 Stock Incentive Plan, on November 21, 2006, Mr. Stansell was granted a stock option to purchase 85,000 shares of common stock, which option vests over 48 months. The aggregate grant date fair value of this award is $48,110. |
(6) |
Under our Amended 2004 Stock Incentive Plan, on February 22, 2006, Mr. Conley was granted a stock option to purchase 75,000 shares of common stock, which option vests over 48 months. The aggregate grant date fair value of this award is $42,450. |
Common Stock and Common Stock Equivalents |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Five Percent Shareholders, Directors, Director Nominees and
Certain Executive Officers |
Equivalent Common Shares Beneficially Owned (1) |
Approximate Voting Percentage (2) |
||||||||||||||
(3) |
Vince Cushing c/o Entwistle & Cappucci, LLP 333 West Wacker Dr., Suite 2070 Chicago, IL 60606 |
8,618,225 | 9.9 | % | ||||||||||||
(4) |
Robert J. Jesenik 5300 Meadows Rd., Suite 400 Lake Oswego, OR 97035 |
8,309,406 | 9.8 | % | ||||||||||||
(5) |
CEAC
5300 Meadows Rd., Suite 400 Lake Oswego, OR 97035 |
6,328,017 | 7.6 | % | ||||||||||||
(6) |
Rodney M. Boucher 111 SW Columbia, Suite 400 Portland, OR 97201 |
14,957,400 | 16.7 | % | ||||||||||||
(7) |
Gene
Ameduri 111 SW Columbia, Suite 400 Portland, OR 97201 |
9,512,387 | 10.9 | % | ||||||||||||
(8) |
William C. McCormick 111 SW Columbia, Suite 400 Portland, OR 97201 |
2,713,959 | 3.2 | % | ||||||||||||
(9) |
A.
Mark Walter 111 SW Columbia, Suite 400 Portland, OR 97201 |
676,771 | * | |||||||||||||
(10) |
Michael Stansell 111 SW Columbia, Suite 400 Portland, OR 97201 |
82,628 | * | |||||||||||||
(11) |
Randall R. Reed 111 SW Columbia, Suite 400 Portland, OR 97201 |
55,938 | * | |||||||||||||
(12) |
Gary
D. Conley 111 SW Columbia, Suite 400 Portland, OR 97201 |
59,375 | * | |||||||||||||
(13) |
All
directors and executive officers as a group (7 persons) |
28,058,457 | 29.2 | % |
* |
Less than 1% |
(1) |
Shares to which the person or group has the right to acquire within 60 days after March 30, 2007 are deemed to be outstanding in calculating the percentage ownership of the person or group but are not deemed to be outstanding as to any other person or group. |
(2) |
Percentage prior to offering is based on 79,023,905 shares of common stock outstanding as of March 30, 2007. |
(3) |
Includes 4,060,914 warrants convertible into common stock within 60 days after March 30, 2007. |
(4) |
Includes 576,463 common equivalent preferred shares outstanding as of March 30, 2007, and 955,654 warrants convertible into common stock within 60 days after March 30, 2007. |
(5) |
Includes 125,636 common equivalent preferred shares outstanding as of March 30, 2007. |
(6) |
Includes 263,318 common equivalent preferred shares outstanding as of March 30, 2007, and 6,120,746 warrants and options convertible into common stock within 60 days after March 30, 2007. |
(7) |
Includes 3,870,056 warrants and options convertible into common stock within 60 days after March 30, 2007. |
(8) |
Includes 263,158 common equivalent preferred shares outstanding as of March 30, 2007, and 1,894,758 warrants and options convertible into common stock within 60 days after March 30, 2007. |
(9) |
Includes 676,771 options convertible into common stock within 60 days after March 30, 2007. |
(10) |
Includes 60,625 options convertible into common stock within 60 days after March 30, 2007. |
(11) |
Includes 55,938 options convertible into common stock within 60 days after March 30, 2007. |
(12) |
Includes 59,375 options convertible into common stock within 60 days after March 30, 2007. |
(13) |
Includes 526,316 common equivalent preferred shares outstanding as of March 30, 2007, and 12,738,267 warrants and options convertible into common stock within 60 days after March 30, 2007. |
Name |
Age |
Current Position(s) with Company |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Rodney M.
Boucher |
63 | Chief
Executive Officer and Director |
||||||||
A. Mark Walter
|
42 | President and Director |
||||||||
Randall R.
Reed |
50 | Chief
Financial Officer & Secretary |
Number of |
|||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired On Exercise (#) |
Value Realized ($) (1) |
Securities Underlying Unexercised Options At FY-End (#) Exercisable/ Unexercisable |
Value of Unexercised In-The-Money Options At FY-End ($) (2) Exercisable/ Unexercisable |
Grant Date |
Expiration Date |
|||||||||||||||||||||||||||||
A. Mark
Walter |
| | 47,917 | 52,083 | $ | 91,042 | $ | 98,958 | 1/22/04 | 1/22/09 | |||||||||||||||||||||||||
25,000 | 75,000 | 52,500 | 157,500 | 12/3/04 | 12/3/09 | ||||||||||||||||||||||||||||||
166,667 | 833,333 | 358,333 | 1,791,667 | 4/29/05 | 4/29/10 | ||||||||||||||||||||||||||||||
Randy R.
Reed |
| | 100,000 | | 166,000 | | 8/23/05 | 8/23/10 | |||||||||||||||||||||||||||
William C.
McCormick |
| | 1,150,000 | 50,000 | 2,369,000 | 103,000 | 11/12/04 | 11/12/09 | |||||||||||||||||||||||||||
| | 50,000 | | 112,000 | | 4/7/05 | 4/7/10 | ||||||||||||||||||||||||||||
| | 166,667 | 833,333 | 276,667 | 1,383,333 | 8/23/05 | 8/23/10 |
(1) |
Market value of the underlying securities at exercise date, minus exercise price of the options. |
(2) |
Market value of the underlying securities at December 31, 2005, $2.50 per share, minus exercise price of the unexercised options. |
Plan category |
Number of securities to be issued upon exercise of outstanding options and warrants (a) |
Weighted average exercise price of outstanding options and warrants (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
compensation plans approved by security holders |
8,927,577 | $ | 0.54 | 11,677,423 | ||||||||||
Equity
compensation plans not approved by security holders |
28,687,317 | $ | 2.46 | N/A | ||||||||||
Total
|
37,614,894 | $ | 2.00 | N/A |
Fee Type |
December 30, 2006 |
December 31, 2005 |
January 1, 2005 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit fees
|
$ | 143,125 | $ | 134,824 | $ | 222,095 | ||||||||
Audit related
fees |
54,974 | 41,350 | | |||||||||||
Registration
statement fees |
68,987 | |||||||||||||
Tax fees
|
825 | | | |||||||||||
All other fees
|
8,100 | | | |||||||||||
Total fees
|
$ | 276,011 | $ | 176,174 | $ | 222,095 |
|
Review the scope of proposed audits to be performed with respect to the Companys financial statements in the context of the Companys particular characteristics and requirements. |
|
Review with the independent auditors the results of the auditing engagement and any recommendations the auditors may have with respect to the Companys financial, accounting or auditing systems. |
|
Require a letter from the independent auditors concerning significant weaknesses or breaches of internal controls encountered during the course of the audit. |
|
Inquire of management and the independent auditors whether any significant financial reporting issues were discussed during the course of the audit and, if so, how they were resolved. |
|
Review with management and the independent auditors changes in accounting standards or rules proposed by Financial Accounting Standards Board or the Securities and Exchange Commission that may effect the Companys financial statements. |
|
Request an explanation from management and the independent auditors concerning the effects of significant changes in accounting practices or policies. |
|
Inquire about significant contingencies or estimates that may effect the Companys financial statements and the basis for the Companys presentation of such matters. |
|
Review the adequacy of the internal financial and operational controls of the Company with staff performing internal auditing functions and with the independent auditors. |
|
Establish procedures for the confidential, anonymous submission by the employees, and the receipt, retention, and treatment by the Company, of the complaints regarding accounting, internal accounting controls or auditing matters. |
|
At least annually, meet privately with the independent auditors in executive session to, among other matters, help evaluate the Companys internal financial accounting and reporting staff and procedures. |
|
Receive and review a draft of the financial section of the annual report to stockholders, with accompanying notes, and Managements Discussion and Analysis. |
|
Report the Committees activities to the full Board of Directors on a regular basis. |
|
Review and assess the adequacy of this Charter on an annual basis. |
MICROFIELD GROUP, INC. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated May 22, 2007, and hereby names, constitutes and appoints Randy Reed and A. Mark Walter, or either of them acting in absence of the other, with full power of substitution, my true and lawful attorneys and Proxies for me and in my place and stead to attend the Annual Meeting of the Shareholders of Microfield Group, Inc. (the Company), to be held at 10:00 a.m. on Tuesday, June 26, 2007, and at any postponement or adjournment thereof, and to vote all the shares of Common Stock, including the shares of Common Stock into which any Preferred Stock has converted into, held of record in the name of the undersigned on May 9, 2007, with all the powers that the undersigned would possess if he were personally present. |
||
(Continued, and to be marked, dated and signed, on the other side) |
||
Address Change/Comments (Mark the corresponding box on the reverse side) | ||
5FOLD AND DETACH HERE5
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED BELOW. | Mark Here for Address Change or Comments |
o | ||||||||||
PLEASE SEE REVERSE SIDE | ||||||||||||
Proposal 1: Election of Directors |
FOR all nominees listed to the left (except as marked to the contrary) |
WITHHOLD AUTHORITY (to vote for nominees listed to the left) |
Please mark your votes as indicated in this example | x | ||||||||
Nominees: |
o | o | ||||||||||
01 William C. McCormick 02 A. Mark Walter 03 Michael Stansell 04 Rodney M. Boucher 05 Gene Ameduri 06 Gary D. Conley 07 Kurt E. Yeager |
||||||||||||
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEES NAME ABOVE.) |
||||||||||||
Signature |
Signature | Dated | , 2007. | |||
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
5 FOLD AND DETACH HERE 5
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
INTERNET http://www.proxyvoting.com/micg Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. |
OR | TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment.