<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Microfield Graphics, Inc.
-----------------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------------
(Title of Class of Securities)
59506W1
-----------------------------------------------------------------------
(CUSIP Number)
Dennis A. Wade, 8201 S.E. 17th Avenue, Portland, Oregon 97202
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 30, 2000
-----------------------------------------------------------------------
(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 / /.
*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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 59506W1 Page 1 of 4 Pages
-------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMW CAPITAL PARTNERS, INC.
-------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
-------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
-------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OREGON
-------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
2,066,000
------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
------------------------------------------------------------
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
2,066,000
------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,000
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%. SEE ITEM 5.
-------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------
*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.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock of Microfield Graphics, Inc.,
an Oregon corporation (the "Issuer") with principal executive offices at
16112 S.W. 72nd, Portland, Oregon 97224.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D relates to JMW Capital Partners, Inc., an Oregon
corporation ("JMW") with principal business and office at 8201 S.E. 17th
Avenue, Portland, Oregon 97202. JMW is in the business of providing
corporate finance consulting services. The executive officers and directors
of JMW are as follows: Dennis A. Wade, Chairman of the Board, Director and
Chief Financial Officer; Robert J. Jesenik, President, Chief Executive
Officer and a Director; Brian Oliver, Vice President and a Director; Shelly
Wade, Secretary and Treasurer; and Mark E. McManis, Vice President. In the
past five years neither JMW nor any of its officers or directors has been
convicted in a criminal proceeding or has been a party to any action as a
result of which such person 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.
JMW acquired two warrants to purchase an aggregate of 2,066,000 shares of the
common stock of the Issuer in exchange for $20,660 in connection with a loan
to the Issuer in the principal amount of $400,000.
ITEM 4. PURPOSE OF TRANSACTION.
JMW acquired the warrants described below for the purposes of a potential
equity investment in the Issuer. In connection with the loan and the
purchase of the warrants described herein, JMW has the right to appoint
directors to fill two vacancies on the Issuer's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) JMW owns two warrants to purchase an aggregate of 2,066,000 shares of
the common stock of the Issuer, 1,033,000 shares of which may be
purchased at an exercise price of $0.50 and 1,033,000 shares of which
may be purchased at an exercise price of $0.38722. The warrants are
immediately exercisable and will remain exercisable until June 30,
2005. The shares to be purchased upon exercise of the warrant represent
approximately 33.3% of the outstanding common stock of the Issuer
calculated pursuant to Rule 13d-3(d)(1).
(b) JMW has sole voting and dispositive power with respect to the warrants
to purchase 2,066,000 shares of common stock of the Issuer reported
hereby.
(c) The only transaction in the securities of the Issuer by JMW in the last
60 days was the acquisition of the warrants described in Item 3 above.
INSTRUCTION. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (a) the identify of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4)
the price per share or unit; and (5) where and how the transaction was
effected.
(d) N/A
(e) N/A
Instruction. For computations regarding securities, which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
JMW has a Consulting Agreement with the Issuer pursuant to which the Issuer
pays to JMW a deferred retainer of $2,500 per month in exchange for
management services provided by JMW, and pursuant to which the Issuer agrees
to pay to JMW certain fees upon the consummation of certain financing
transactions involving the Issuer's securities, which fees range from 1.5% to
3.0% of the dollar amount of the transaction. Other than as disclosed here
and in Item 3, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) involving JMW with respect to the
securities of the Issuer. None of the subject securities have been pledged
or otherwise subjected to a contingency, the occurrence of which would give
another person voting power or investment power over the subject securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
<PAGE>
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.
JMW CAPITAL PARTNERS, INC.
July 10, 2000 /s/ Shelley Wade
--------------------------- By: -----------------------------------------
Date Shelley Wade, Secretary and Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement; provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
