<PAGE>
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
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
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
- ------------------ ----------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 300,000 Shares $0.66 $ 198,000 $52.27
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<S> <S>
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.
</TABLE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* 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
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- ------- --------------------
<S> <C>
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.
</TABLE>
II-6
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
