OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per form.......14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Microfield Graphics, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
59506w1
--------------------------------------------------
(CUSIP Number)
Randall R. Reed, 7216 SW Durham Road, Portland, Oregon 97224 (503)620-4000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 11, 1997
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 the
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).
SEC 1746 (12-91)
1 of 2
<PAGE>
SCHEDULE 13D
CUSIP No. 59506w1 Page 2 of 2 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William P. Cargile
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 | SEC USE ONLY
|
|
- -------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
| 00
|
- -------------------------------------------------------------------------------
5 | CHECK BOX 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 | 7 | SOLE VOTING POWER
SHARES | | 167,100
BENEFICIALLY ----------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 0
REPORTING ----------------------------------------------------------
PERSON | 9 | SOLE DISPOSITIVE POWER
WITH | | 167,100
----------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 0
----------------------------------------------------------
| |
- -------------------------------------------------------------------------------
|
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 167,100
|
- -------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
- -------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 5.2%
- -------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
|
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SEC 1746 (12-91)
2 of 2
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock ("Common Stock") of Microfield
Graphics, Inc., a corporation organized under the laws of Oregon (the
"Company"). The Company's principal executive offices are located at 7216 SW
Durham Road, Portland, Oregon 97224.
Item 2. Identity and Background
This Statement is filed by William P. Cargile, an individual. Mr. Cargile
is a director of the Company, whose principal executive offices are located at
7216 SW Durham Road, Portland, Oregon 97224. Mr. Cargile is a citizen of the
United States of America. Mr. Cargile has not been convicted in a criminal
proceeding in the last five years (excluding traffic violations or similar
misdemeanors). Mr. Cargile has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction nor 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
The funds used to acquire the Common Stock were margin borrowings from
BancAmerica Robertson Stephens pursuant to the terms of Mr. Cargile's margin
agreement with that brokerage firm. The amount of funds used to make the
purchase was $40,400. Mr. Cargile borrowed $310,256.25 in the same manner to
finance the other purchases of Common Stock described in Item 5(c).
Item 4. Purpose of Transaction
Mr. Cargile acquired the shares of Common Stock for investment. Mr. Cargile
acquired an additional 22,900 shares of the Issuer's Common Stock on November
12, 1997.
While Mr. Cargile reserves the right to develop plans or proposals in the
future with respect to the following items, at the present time Mr. Cargile has
no plans or proposals that relate to or would result in any of the following:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(b) Sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
1
<PAGE>
(c) 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;
(d) Any material change in the present capitalization or dividend
policy of the Company;
(e) Any other material change in the Company's business or corporate
structure;
(f) 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;
(g) Causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) 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, as amended; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of the date of this filing, Mr. Cargile beneficially owns 195,500
shares of Common Stock, including 5,500 shares of Common Stock which Mr. Cargile
has the right to purchase. Mr. Cargile has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of 190,000 shares of Common
Stock. These shares represent 6.1% of the shares outstanding (3,202,351) as
contained in the Company's most recent filing with the Commission.
In the sixty days preceding this filing Mr. Cargile purchased 95,000
shares of Common Stock on the open market as follows: 4,000 shares on October
22, 1997 at $2.75 per share; 5,000 shares on October 28, 1997 at $2.75 per
share; 5,000 shares on October 29, 1997 at $2.4375 per share; 5,000 shares on
October 30, 1997 at $2.84375 per share; 3,000 shares on October 31, 1997 at
$3.00 per share; 15,000 shares on November 4, 1997 at $4.00 per share; 5,000
shares on November 5, 1997 at $3.875 per share; 5,000 shares on November 6, 1997
at $4.00 per share; 5,000 shares on November 7, 1997 at $3.825 per share; 10,000
shares on November 10, 1997 at $4.00 per share; 10,100 on November 11, 1997 at
$4.00 per share, and; 22,900 shares on November 12, 1997 at $4.00 per share.
2
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Cargile is not a party to any contract, arrangement, understanding or
relationship with any other person with respect to shares of Common Stock,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Margin Agreement between William P. Cargile and Robertson, Stephens &
Company, L.P. dated October 3, 1995.
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.
December 17, 1997
---------------------------------------
Date
WILLIAM P. CARGILE
---------------------------------------
William P. Cargile
3
MARGIN AGREEMENT
DISCLOSURE STATEMENT
This Disclosure Statement does not waive or impair any provision of your
margin agreement with us.
CONDITIONS UNDER WHICH AN INTEREST CHARGE WILL BE IMPOSED
With the passage of the federal truth-in-lending law in July 1970, the
Securities & Exchange Commission adopted Rule 10b-16, which requires brokers and
dealers to furnish information concerning interest charges to their customers.
This letter is sent to you to comply with the requirements of that rule and to
acquaint you with the conditions governing interest charges on any credit
extended to you or maintained for you by us. For purposes of this Disclosure
Statement, an account is any type account within your numbered account.
RATE OF INTEREST
The annual rate of interest will vary depending upon the size of the total
of your average debit balances for the time period the interest computation is
made in accordance with the following schedule:
Total of Average Debit Balances Interest Rate -
During the Interest Period Prime Rate Plus
------------------------------- ---------------
Under $10,000 1 1/4%
$10,000 and Over But Less than $30,000 1%
$30,000 and Over But Less than $50,000 3/4%
$50,000 and Over 1/2%
These rates are directly related to the rates that banks charge customers
and therefore the rate of interest charged will change without notice in
accordance with changes in those rates.
METHOD OF COMPUTING INTEREST AND DETERMINING DEBIT BALANCE
On a daily basis computations are made to determine whether a debit or
credit balance exists in all accounts:
The debit or credit balances so computed, if any, are then netted on a
daily basis as follows:
<PAGE>
(a) A credit balance in the cash account offsets debit balances in the
remaining accounts listed above in the order they are numbered on your monthly
statement until the credit balance is exhausted.
(b) A debit balance in the cash account is added to the balance of the
account listed above which is the lowest number on your monthly statement. If
you have no other accounts, or if your other accounts had a zero balance at the
time the cash account was in debit, then the debit balance in the cash account
is disregarded for interest purposes.
(c) A credit balance in any of the accounts listed above, other than the
cash account, then offsets debit balances in the accounts in the order they are
numbered on your monthly statement until the credit balance is exhausted.
Any credit balance in the short account is disregarded, as this money is
required to obtain borrowed stock for delivery against the short sale. A short
account credit balance is disregarded even if you are long in the same security
in your margin account, i.e., "short against the box." You are charged interest
on any net debit balances in your accounts resulting from the foregoing
computations. Our interest period begins on the 21st of the month preceding the
statement date and runs through the 20th of the month of the statement date.
At the end of the interest period, the average debit balance in each
account is determined by dividing the total of the daily balances in each
account ("total of net debit balances)" by the number of days during the
interest period in which there was a debit balance in that account ("number of
days in debit"). The equation is as follows:
Total of Net Debit Balance = Average debit balance
--------------------------
Number of days in debit
The average debit balances so computed for each account are then totaled.
This total determines the interest rate charged to you as stated above. The
interest charge is computed by multiplying the total of the net debit balances
by the interest rate so determined and dividing by 360. (Interest is charged on
the basis of a 360-day year.) The equation is as follows:
Total of Net Debit Balance x Interest Ratio = Average debit balance
- -------------------------------------------
360
In order to verify the interest calculation, you may use the above formula
or you may multiply the average debit balance in the account by the number of
days on which there was a net debit balance in the account and the interest rate
and divided the product by 360.
2
<PAGE>
If during any interest period there is a change in the prime rate, separate
average debit balances and separate interest charges will be shown on the
statement for each segment of the interest period subjected to different rates.
OTHER CHARGES
Interest will be charged on prepayments, e.g., if we pay you the proceeds
of a sale prior to the settlement date.
SHORT SALES AND MARKING TO THE MARKET
Each day, any appreciation in the value of securities sold short, or sold
short against the box, in excess of $100 is debited to your margin account. Each
day, any depreciation in the value of such securities in excess of $100 is
credited to your margin account. This practice is known as "marking to the
market." It affects the amount of your interest charge through its effect on the
daily balance in your margin account. The minimum amount of $100 may be charged
from time to time.
MARGIN REQUIREMENTS AND CREDIT CHARGES
The undersigned will maintain such securities and other property in the
accounts of the undersigned for margin purposes at a minimum of 35 percent or
higher as you shall require from time to time; and the monthly debit balance of
such accounts shall be charged, in accordance with your usual custom, with
interest at a rate permitted by the laws of the State of California. It is
understood that the interest charge made to the undersigned's account at the
close of a charge period will, unless paid, be added to the opening balance for
the next charge period and that interest will be charged upon such opening
balance, including all interest so added.
REPRESENTATIONS AS TO BENEFICIAL OWNERSHIP AND CONTROL
The undersigned represents that, with respect to securities against which
margin credit is or may be extended by you: (a) the undersigned is not the
beneficial owner of more than three percent (3%) of the number of outstanding
shares of any class of equity securities, and (b) does not control, is not
controlled by and is not under common control with, the issuer of any such
securities. In the event that any of the foregoing representations is inaccurate
or becomes inaccurate, the undersigned will promptly so advise you in writing.
REPRESENTATION AS TO THE SECURITIES TRANSACTIONS
It is understood and agreed that the undersigned, when placing with you any
sell order for a short account, will designate it as such and hereby authorize
you to mark such order as being "short," and when placing with you any order for
a long account, will designate it as such and hereby authorizes you to mark such
order as being "long." Any sell
3
<PAGE>
order which the undersigned shall designate as being for a long account as above
provided, is for securities then owned by the undersigned and, if such
securities are not then deliverable to you from any account of the undersigned,
the placing of such order shall constitute a representation by the undersigned
that he will deliver them forthwith.
PLEDGE OF SECURITIES AND OTHER PROPERTY
All securities and other property now or hereafter held, carried or
maintained by you in your possession or control in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities and other property, for any amount due in the accounts of the
undersigned, or for any greater amount, and you may do so without retaining in
your possession or under your controls for delivery a like amount of similar
securities or other property.
LENDING AGREEMENT
Within the limitations imposed by applicable laws, rules and regulations,
you are hereby authorized to lend to yourselves, as principal or otherwise, or
to others, any securities held by you on margin or any accounts of the
undersigned or as collateral therefor, either separately or with other
securities. It is recognized that any losses or other detriments, or gains or
other benefits, arising from any such lending of securities shall not accrue to
the account of the undersigned.
ARBITRATION DISCLOSURES
o ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
o SUBJECT TO PARAGRAPH 2 BELOW, THE PARTIES ARE WAIVING THEIR RIGHT TO
SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY.
o PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
o THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULING BY THE ARBITRATOR IS STRICTLY LIMITED.
o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
4
<PAGE>
ARBITRATION
(1) THE CUSTOMER AGREES, AND BY CARRYING AN ACCOUNT FOR THE CUSTOMER
ROBERTSON, STEPHENS & COMPANY, L.P. AGREES THAT ALL CONTROVERSIES WHICH MAY
ARISE BETWEEN US CONCERNING ANY TRANSACTION OR THE CONSTRUCTION, PERFORMANCE, OR
BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US PERTAINING TO SECURITIES AND
OTHER PROPERTY, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF,
SHALL BE DETERMINED BY ARBITRATION, ANY ARBITRATION UNDER THIS AGREEMENT SHALL
BE CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE
OF CALIFORNIA, BEFORE THE AMERICAN ARBITRATION ASSOCIATION, OR BEFORE THE NEW
YORK STOCK EXCHANGE, INC. OR AN ARBITRATION FACULTY PROVIDED BY ANY OTHER
EXCHANGE OF WHICH ROBERTSON, STEPHENS & COMPANY, L.P. IS A MEMBER, OR THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR THE MUNICIPAL SECURITIES
RULEMAKING BOARD AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED
ORGANIZATION OF WHICH ROBERTSON, STEPHENS & COMPANY, L.P. IS A MEMBER, BUT IF
THE CUSTOMER FAILS TO MAKE SUCH ELECTION, BY REGISTERED LETTER, OR TELEGRAM
ADDRESSED TO ROBERTSON, STEPHENS & COMPANY, L.P. AT THEIR MAIN OFFICE BEFORE THE
EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM ROBERTSON,
STEPHENS & COMPANY, L.P. TO MAKE SUCH ELECTION, THEN ROBERTSON, STEPHENS &
COMPANY, L.P. MAY MAKE SUCH ELECTION, THE AWARD OF THE ARBITRATION OR OF THE
AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION.
(2) NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST
ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A MEMBER
OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY
CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:
(1) THE CLASS CERTIFICATION IS DENIED;
(2) THE CLASS IS DECERTIFIED; OR
(3) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE
A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
Date: October 3, 1995. WILLIAM P. CARGILE
---------------------------------------
5
