UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Microfield Graphics, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
59506w1
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(CUSIP Number)
Randall R. Reed, 7216 SW Durham Road, Portland, Oregon 97224 (503) 620-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
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).
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SCHEDULE 13D
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CUSIP No. 59506w1 Page 2 of 3 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John B. Conroy Peter Zinsli
Scott McVay Donald Zurstadt
Randall R. Reed William P. Cargile
Michael Stansell
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY -------------------------------------------------------------
4) SOURCE OF FUNDS
00
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
All of the reporting persons are United States citizens.
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7) SOLE VOTING POWER
John B. Conroy - 0 Peter Zinsli - 0
Scott McVay - 0 Donald Zurstadt - 0
Randall R. Reed - 0 William P. Cargile - 0
Michael Stansell - 0
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8) SHARED VOTING POWER
John B. Conroy - 722,342
Scott McVay - 722,342
Randall R. Reed - 722,342
NUMBER OF Michael Stansell - 722,342
OF Peter Zinsli - 722,342
SHARES Donald Zurstadt - 722,342
BENEFICIALLY William P. Cargile - 722,342
OWNED BY ----------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING John B. Conroy - 30,594
PERSON Scott McVay - 0
WITH Randall R. Reed - 12,001
Michael Stansell - 22,603
Peter Zinsli - 7,924
Donald Zurstadt - 14,129
William P. Cargile - 190,000
----------------------------------------------------
10) SHARED DISPOSITIVE POWER
John B. Conroy - 0
Scott McVay - 0
Randall R. Reed - 0
Michael Stansell - 0
Peter Zinsli - 0
Donald Zurstadt - 0
William P. Cargile - 0
----------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
John B. Conroy - 817,281 Peter Zinsli - 817,281
Scott McVay - 817,281 Donald Zurstadt - 817,281
Randall R. Reed - 817,281 William P. Cargile - 817,281
Michael Stansell - 817,281
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
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14) TYPE OF REPORTING PERSON*
All reporting persons are IN.
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*SEE INSTRUCTIONS BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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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 John B. Conroy, Scott McVay, Randall R. Reed,
Michael Stansell, Peter Zinsli, Donald Zurstadt and William P. Cargile,
individuals (the "Reporting Persons"). Messrs. Conroy, McVay, Reed, Stansell,
Zinsli, Zurstadt and Cargile are part of a group that also includes Steelcase
Inc., a Michigan corporation ("Steelcase"). Steelcase is filing a Form 13D
separately.
Mr. Conroy is President and Chief Executive Officer, as well as a director,
of the Company, whose principal executive offices are located at 7216 SW Durham
Road, Portland, Oregon 97224. Mr. Conroy is a citizen of the United States of
America. Mr. Conroy has not been convicted in a criminal proceeding in the last
five years (excluding traffic violations or similar misdemeanors). Mr. Conroy
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.
Mr. McVay is an employee of the Company, whose principal executive offices
are located at 7216 SW Durham Road, Portland, Oregon 97224. Mr. McVay is a
citizen of the United States of America. Mr. McVay has not been convicted in a
criminal proceeding in the last five years (excluding traffic violations or
similar misdemeanors). Mr. McVay 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.
Mr. Reed is Chief Financial Officer of the Company, whose principal
executive offices are located at 7216 SW Durham Road, Portland, Oregon 97224.
Mr. Reed is a citizen of the United States of America. Mr. Reed has not been
convicted in a criminal proceeding in the last five years (excluding traffic
violations or similar misdemeanors). Mr. Reed 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.
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Mr. Stansell is Vice President of Operations of the Company, whose
principal executive offices are located at 7216 SW Durham Road, Portland, Oregon
97224. Mr. Stansell is a citizen of the United States of America. Mr. Stansell
has not been convicted in a criminal proceeding in the last five years
(excluding traffic violations or similar misdemeanors). Mr. Stansell 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.
Mr. Zinsli is Director of International Marketing of the Company, whose
principal executive offices are located at 7216 SW Durham Road, Portland, Oregon
97224. Mr. Zinsli is a citizen of the United States of America. Mr. Zinsli has
not been convicted in a criminal proceeding in the last five years (excluding
traffic violations or similar misdemeanors). Mr. Zinsli 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.
Mr. Zurstadt is Vice President of Engineering of the Company, whose
principal executive offices are located at 7216 SW Durham Road, Portland, Oregon
97224. Mr. Zurstadt is a citizen of the United States of America. Mr. Zurstadt
has not been convicted in a criminal proceeding in the last five years
(excluding traffic violations or similar misdemeanors). Mr. Zurstadt 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.
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
Not applicable.
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Item 4. Purpose of Transaction
The Reporting Persons entered into a Share Ownership, Voting and Right of
First Refusal Agreement with the Company and Steelcase dated as of March 19,
1998 (the "Voting Agreement") as inducement for Steelcase to purchase shares of
the Company's Common Stock. The Voting Agreement is attached hereto as Exhibit A
and is incorporated herein by reference. Pursuant to the Voting Agreement,
Steelcase and the Reporting Persons will vote all of their shares of Common
Stock to elect certain individuals to the Board of Directors of the Company,
including one individual designated by Steelcase, the current Chief Executive
Officer of the Company or his successor and three independent directors
(including two current directors) as designated by the majority of the directors
then in office. With regard to matters other than the election of directors,
Steelcase has agreed to vote all shares of Common Stock that it may own in
excess of 610,000 shares in proportion to the votes of all other outstanding
shares of Common Stock. Also pursuant to the Voting Agreement, Steelcase has a
right of first refusal for any proposed sale of shares of Common Stock by the
Reporting Persons. Unless otherwise terminated pursuant to its terms and
conditions, the Voting Agreement will remain in effect until the earlier of (a)
such time as Steelcase and any affiliates of Steelcase own less than 5 percent
or more than 50 percent of the outstanding shares of Common Stock or (b) March
19, 2003.
While the Reporting Persons reserve the right to develop plans or proposals
in the future with respect to the following items, at the present time the
Reporting Persons have 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;
(c) Any material change in the present capitalization or dividend
policy of the Company;
(d) Any other material change in the Company's business or corporate
structure;
(e) 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;
(f) 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;
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(g) 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
(h) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of the date of this filing, the Reporting Persons beneficially own
817,281 shares of Common Stock, including 95,091 shares of Common Stock which
the Reporting Persons have the right to purchase and 94,939 shares of Common
Stock of which the Reporting Persons are indirect beneficial owners. The
Reporting Persons have shared voting power to vote or direct the vote of 722,342
shares of Common Stock. These shares represent 19.9% of the shares outstanding
(3,623,009) as contained in the Company's most recent filing with the
Commission, and adjusted to reflect the 350,000 shares purchased by Steelcase
and subsequent option exercises. The Reporting Persons have sole power to
dispose or direct the disposition of 281,148 shares of Common Stock. These
shares represent 7.8% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
As of the date of this filing, Mr. Conroy beneficially owns 817,281 shares
of Common Stock, including 40,000 shares of Common Stock which he has the right
to purchase and 93,939 shares of Common Stock of which he is the indirect
beneficial owner. Mr. Conroy has shared voting power to vote or direct the vote
of 722,342 shares of Common Stock. These shares represent 19.9% of the shares
outstanding (3,623,009) as contained in the Company's most recent filing with
the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Mr. Conroy has sole power to dispose
or direct the disposition of 30,594 shares of Common Stock. These shares
represent 0.8% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
As of the date of this filing, Mr. McVay beneficially owns 817,281 shares
of Common Stock, including 833 shares of Common Stock which he has the right to
purchase. Mr. McVay has shared voting power to vote or direct the vote of
722,342 shares of Common Stock. These shares represent 19.9% of the shares
outstanding (3,623,009) as contained in the Company's most recent filing with
the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Mr. McVay has sole power to dispose
or direct the disposition of no shares of Common Stock. These shares represent
0.0% of the shares outstanding (3,623,009) as contained in the Company's most
recent filing with the Commission, and adjusted to reflect the 350,000 shares
purchased by Steelcase and subsequent option exercises.
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As of the date of this filing, Mr. Reed beneficially owns 817,281 shares of
Common Stock, including 10,708 shares of Common Stock which he has the right to
purchase. Mr. Reed has shared voting power to vote or direct the vote of 722,342
shares of Common Stock. These shares represent 19.9% of the shares outstanding
(3,623,009) as contained in the Company's most recent filing with the
Commission, and adjusted to reflect the 350,000 shares purchased by Steelcase
and subsequent option exercises. Mr. Reed has sole power to dispose or direct
the disposition of 12,001 shares of Common Stock. These shares represent 0.3% of
the shares outstanding (3,623,009) as contained in the Company's most recent
filing with the Commission, and adjusted to reflect the 350,000 shares purchased
by Steelcase and subsequent option exercises.
As of the date of this filing, Mr. Stansell beneficially owns 817,281
shares of Common Stock, including 10,708 shares of Common Stock which he has the
right to purchase. Mr. Stansell has shared voting power to vote or direct the
vote of 722,342 shares of Common Stock. These shares represent 19.9% of the
shares outstanding (3,623,009) as contained in the Company's most recent filing
with the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Mr. Stansell has sole power to
dispose or direct the disposition of 22,603 shares of Common Stock. These shares
represent 0.6% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
As of the date of this filing, Mr. Zinsli beneficially owns 817,281 shares
of Common Stock, including 8,042 shares of Common Stock which he has the right
to purchase and 1,000 shares of Common Stock of which he is the indirect
beneficial owner. Mr. Zinsli has shared voting power to vote or direct the vote
of 722,342 shares of Common Stock. These shares represent 19.9% of the shares
outstanding (3,623,009) as contained in the Company's most recent filing with
the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Mr. Zinsli has sole power to dispose
or direct the disposition of 7,924 shares of Common Stock. These shares
represent 0.2% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
As of the date of this filing, Mr. Zurstadt beneficially owns 817,281
shares of Common Stock, including 11,800 shares of Common Stock which he has the
right to purchase. Mr. Zurstadt has shared voting power to vote or direct the
vote of 722,342 shares of Common Stock. These shares represent 19.9% of the
shares outstanding (3,623,009) as contained in the Company's most recent filing
with the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Mr. Zurstadt has sole power to
dispose or direct the disposition of 14,129 shares of Common Stock. These shares
represent 0.4% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
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As of the date of this filing, Mr. Cargile beneficially owns 817,281 shares
of Common Stock, including 13,000 shares of Common Stock which he has the right
to purchase. Mr. Cargile has shared voting power to vote or direct the vote of
722,342 shares of Common Stock. These shares represent 19.9% of the shares
outstanding (3,623,009) as contained in the Company's most recent filing with
the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Mr. Cargile has sole power to dispose
or direct the disposition of 190,000 shares of Common Stock. These shares
represent 5.2% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
As of the date of this filing, Steelcase beneficially owns 627,251 shares
of Common Stock. Steelcase has shared voting power to vote or direct the vote of
627,251 shares of Common Stock. These shares represent 17.5% of the shares
outstanding (3,623,009) as contained in the Company's most recent filing with
the Commission, and adjusted to reflect the 350,000 shares purchased by
Steelcase and subsequent option exercises. Steelcase has sole power to dispose
or direct the disposition of 350,000 shares of Common Stock. These shares
represent 9.7% of the shares outstanding (3,623,009) as contained in the
Company's most recent filing with the Commission, and adjusted to reflect the
350,000 shares purchased by Steelcase and subsequent option exercises.
Steelcase is a Michigan corporation. The principal business of Steelcase is
the manufacture of office furniture and related products. The principal business
and other address of Steelcase is 901 44th Street, Grand Rapids, Michigan 49508.
Based on information provided to the Reporting Persons, Steelcase has not
been convicted in a criminal proceeding in the last five years (excluding
traffic violations or similar misdemeanors). Steelcase 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Reporting Persons entered into a Share Ownership, Voting and Right of
First Refusal Agreement with the Company and Steelcase dated as of March 19,
1998 (the "Voting Agreement") as inducement for Steelcase to purchase shares of
the Company's Common Stock. The Voting Agreement is attached hereto as Exhibit A
and is incorporated herein by reference. Pursuant to the Voting Agreement,
Steelcase and the Reporting Persons will vote all of their shares of Common
Stock to elect certain individuals to the Board of Directors of the Company,
including one individual designated by Steelcase, the current Chief Executive
Officer of the Company or his successor and three independent directors
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(including two current directors) as designated by the majority of the directors
then in office. With regard to matters other than the election of directors,
Steelcase has agreed to vote all shares of Common Stock that it may own in
excess of 610,000 shares in proportion to the votes of all other outstanding
shares of Common Stock. Also pursuant to the Voting Agreement, Steelcase has a
right of first refusal for any proposed sale of shares of Common Stock by the
Reporting Persons. Unless otherwise terminated pursuant to its terms and
conditions, the Voting Agreement will remain in effect until the earlier of (a)
such time as Steelcase and any affiliates of Steelcase own less than 5 percent
or more than 50 percent of the outstanding shares of Common Stock or (b) March
19, 2003.
Item 7. Material to be Filed as Exhibits
Share Ownership, Voting and Right of First Refusal Agreement among the
Reporting Persons, the Company and Steelcase dated as of March 19, 1998
incorporated by reference from the Form 13D filed by the Reporting Persons on
March 30, 1998.
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.
April 15, 1998
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Date
RANDALL R. REED
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Randall R. Reed, as representative of the
Reporting Persons
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