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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Definitive Proxy Statement
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/x/ Soliciting Material Pursuant to Section 240.14a-12
MICROFIELD GRAPHICS, INC.
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(Name of Registrant as Specified In Its Charter)
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FOR IMMEDIATE RELEASE
MICROFIELD GRAPHICS, INC. ANNOUNCES ASSET SALE,
ACQUISITION TALKS
Portland, OR - OCTOBER, 3, 2000- Microfield Graphics, Inc. (OTC Bulletin Board:
MICG), which develops, manufactures and markets interactive computer
conferencing and group communications products, today announced that it has
entered into a definitive agreement with Greensteel Inc., a wholly-owned
subsidiary of PolyVision Corporation, for the sale of substantially all the
assets of Microfield.
The terms of the asset sale call for Greensteel to pay Microfield up to
$3,500,000, with $2,000,000 payable at the closing of the transaction and up to
an additional $1,500,000 in contingent earn-out payments based on net sales of
Microfield's SoftBoard products over a five-year period. Greensteel will receive
the assets of Microfield that are utilized in operating the SoftBoard business,
which comprise substantially all the assets of Microfield. Microfield will
retain cash, accounts receivable, and outstanding liabilities. The asset sale to
Greensteel is subject to the approval of Microfield's shareholders and customary
closing conditions. Microfield has 4,572,793 shares of common stock outstanding.
Microfield does not plan to distribute the proceeds of the asset sale to its
shareholders at this time.
Jack Conroy, Chairman and Chief Executive Officer of Microfield Graphics, Inc.
said "although we have shown improved operating results over the past twelve
months, we continue to experience severe cash restrictions that seriously impair
our ability to grow the SoftBoard-R- business. We have explored numerous
alternatives, and have concluded that the proposed sale is the best available
alternative to maximize value for our shareholders, and that our shareholders
would best be served in the long run by divesting the SoftBoard operation and
applying our resources to other opportunities we are exploring. We are
involved in negotiations with a potential acquisition target to define the terms
and structure of a business combination."
ABOUT MICROFIELD GRAPHICS, INC.
Microfield Graphics, Inc. develops, manufactures and markets computer
conferencing and telecommunications products to facilitate and enhance the
productivity of on-site and remote group meetings. The Company's product lines
incorporate a series of digital whiteboards, interactive rear projection
systems, and interactive plasma display systems under the brand name
SoftBoard-R-, along with a variety of application software packages, supplies
and accessories. The Company is headquartered in Portland, Oregon, and its
common stock is traded on the OTC Bulletin Board under the symbol "MICG".
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THIS PRESS RELEASE INCLUDES STATEMENTS THAT MAY CONSTITUTE
"FORWARD-LOOKING" STATEMENTS, USUALLY CONTAINING THE WORDS "BELIEVE",
"ESTIMATE", "PROJECT", "EXPECT", "ANTICIPATE", OR SIMILAR EXPRESSIONS.
THESE STATEMENTS ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING
STATEMENTS INHERENTLY INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS
MAY VARY MATERIALLY FROM THE RESULT DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE RISKS SURROUNDING THE CLOSING OF
THE ASSET SALE, THE WILLINGNESS OF OTHER PARTIES TO ENTER INTO BUSINESS
COMBINATIONS WITH THE COMPANY, THE ABILITY TO ENTER INTO DEFINITIVE
AGREEMENTS WITH OTHER PARTIES TO A BUSINESS COMBINATION, AND RISK
SURROUNDING THE CLOSING OF ANY BUSINESS COMBINATION. BY MAKING THESE
FORWARD-LOOKING STATEMENTS, THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE THESE STATEMENTS FOR REVISIONS OR CHANGES AFTER THE DATE OF THIS
RELEASE.
ADDITIONAL INFORMATION:
Microfield expects to mail a proxy statement to its shareholders containing
information about the asset sale. Investors and security holders are urged to
read the proxy statement carefully when it is available. The proxy statement
will contain important information about Microfield, the asset sale and related
matters. Investors and security holders will be able to obtain free copies of
this document through the web site maintained by the U. S. Securities and
Exchange Commission at http//www.sec.gov. In addition to the proxy statement,
Microfield files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements and other information filed by Microfield at the
SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or
at the Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 800-SEC-0330 for further
information on public reference rooms. Microfield's filings with the Commission
also are available to the public from commercial document-retrieval services and
at the web site maintained by the Commission at http//www.sec.gov. Microfield,
its directors, executive officers and certain members of management and
employees, as well as a solicitation agent retained by Microfield, may be
soliciting proxies from Microfield shareholders in favor of the approval of the
asset sale. A description of any interests that Microfield's directors and
executive officers have in the asset sale will be described in the proxy
statement.
For further information, please contact:
Jack Conroy, CEO, at (503) 620-4000
