<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
318157-10-4
- --------------------------------------------------------------------------------
(CUSIP Number)
July 6, 1994
- --------------------------------------------------------------------------------
(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: / /
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
Exhibit Index at page 6.
(Continued on following pages.)
(Page 1 of 7 Pages)
<PAGE>
CUSIP No. 318157-10-4 13D Page 2 of 7 Pages
----------- ----- -----
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS:
NORWOOD VENTURE CORP.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [XX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED -------------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH:
1,333,333
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,333,333
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,333
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 318157-10-4 13D Page 3 of 7 Pages
----------- ----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
MARK R. LITTELL
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [XX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 15,000
PERSON WITH: -------------------------------------------------------
8 SHARED VOTING POWER
1,333,333
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
15,000
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,333,333
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,333
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1 - SECURITY AND ISSUER
Common Stock ($ .01 par value) of Firecom, Inc., 39-27 59th Street, Woodside, NY
11377 (the "Company").
ITEM 2 - IDENTITY AND BACKGROUND
THE FILERS
(a) NORWOOD VENTURE CORP. ("Norwood") is a New York business corporation.
(b) Norwood's principal business address and Executive Offices are located
at 1430 Broadway, Suite 1607, New York, NY 10018.
(c) Norwood's principal business is investment and consulting.
(d) During the last five years, Norwood has not been convicted of any
crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Norwood has not been a party to any civil proceeding during the last
five years in which violations of federal or state securities laws were
alleged.
(f) not applicable
(a) MARK R. LITTELL is filing in his capacities as President, director and
shareholder of Norwood. His principal business is business executive.
(b) Mr. Littell's business is that of Norwood.
(c) Mr. Littell's present principal occupation or employment is as
President and director of Norwood. The name, principal business and
address of the organization in which that occupation or employment is
carried on are those of Norwood.
(d) During the last five years, Mr. Littell has not been convicted of any
crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Mr. Littell has not been a party to any civil proceeding during the
last five years in which violations of federal or state securities laws
were alleged.
(f) Mr. Littell's citizenship is United States of America.
WITH REGARD TO THE EXECUTIVE OFFICERS AND DIRECTORS OF NORWOOD
The following individuals are executive officers or directors of Norwood and are
named here pursuant to the instructions to Item 2 and General Instruction C. By
naming them here, Norwood does not represent that by virtue of acting in those
capacities they are members of a "group" with Norwood or that any such
individual is required to file a statement in his or her own right.
(a) ROBERT E. LABLANC is a director of Norwood. His principal business is
business executive.
(b) Mr. LaBlanc's business address is Robert E. LaBlanc Associates, 323
Highland Avenue, Ridgewood, NJ 07450.
(c) Mr. LaBlanc's present principal occupation or employment is as
President and Chief Executive Officer of Robert E. LaBlanc Associates. The
address of the organization in which that occupation or employment is
carried on is stated in (b) above.
(d) During the last five years, Mr. LaBlanc has not been convicted of any
crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Mr. LaBlanc has not been a party to any civil proceeding during the
last five years in which violations of federal or state securities laws
were alleged.
(f) Mr. LaBlanc's citizenship is United States of America.
-4-
<PAGE>
(a) DR. ALFRED SAFFER is a director of Norwood. He is retired.
(b) Dr. Saffer's home address is 16629 Ironwood Drive, Delray Beach, FL
33445.
(c) Dr. Saffer's present principal occupation or employment is as a
retired chemist.
(d) During the last five years, Dr. Saffer has not been convicted of any
crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Dr. Saffer has not been a party to any civil proceeding during the
last five years in which violations of federal or state securities laws
were alleged.
(f) Dr. Saffer's citizenship is United States of America.
(a) MARK B. ANDERSON is a director of Norwood. His principal business is
business executive.
(b) Mr. Anderson's business address is European American Bank, 1 EAB
Plaza, EAB Plaza, NY 11555.
(c) Mr. Anderson's present principal occupation or employment is as Group
Vice President of European American Bank. The address of the organization
in which that occupation or employment is carried on is stated in item (b)
above.
(d) During the last five years, Mr. Anderson has not been convicted of any
crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Mr. Anderson has not been a party to any civil proceeding during the
last five years in which violations of federal or state securities laws
were alleged.
(f) Mr. Anderson's citizenship is United States of America.
(a) HAZEL MATTHEWS-FORTE is Controller-Secretary of Norwood. Her
principal business is business executive.
(b) Ms. Matthews-Forte's business address is that of Norwood.
(c) Ms. Matthews-Forte's present principal occupation or employment is as
Controller-Secretary of Norwood. The name, principal business and address
of the organization in which that occupation or employment is carried on
are those of Norwood.
(d) During the last five years, Ms. Matthews-Forte has not been convicted
of any crime required to be reported under Item 2(d) of the Instructions to
Schedule 13D.
(e) Ms. Matthews-Forte has not been a party to any civil proceeding during
the last five years in which violations of federal or state securities laws
were alleged.
(f) Ms. Matthews-Forte's citizenship is United States of America.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS
On March 27, 1989, Norwood entered into a Note Purchase Agreement (the
"Agreement") with the Company and Fire Service Inc. ("Service") under which
Norwood agreed to purchase $ 1.0 million of 15% convertible notes of Service due
March 31, 1999, and the Company acted as guarantor. As additional consideration
for Norwood's purchase of the notes, the Company agreed, upon Service's
prepayment of the Notes, to issue to Norwood a warrant for purchase of up to
1,333,333 shares of the Company's Common Stock pursuant to this provision. On
or about July 6, 1994, the Company issued a warrant to Norwood for the purchase
of 1,333,333 shares of the Company's Common Stock. Under the terms of the
original warrant, beginning June 30, 1995, at the end of each quarter the number
of shares subject to exercise is reduced by 83,333, unless Norwood exercises the
warrant for that amount prior to the end of the quarter. Upon such partial
exercise of the warrant, a new warrant is issued for the remaining number of
shares subject to exercise. The exercise price per share for each warrant is
$.35. On June 1, 1996, Norwood exercised the fifth such warrant. It has
therefore tendered a total of $145,832.75 for 416,665 shares. The source of
funds for the exercise of each warrant is Norwood's working capital.
-5-
<PAGE>
The description contained herein of the Agreement is qualified in its entirety
by reference to such Agreement, a copy of which is filed as an exhibit hereto
and incorporated herein by reference.
On July 17, 1996, Mr. Littell purchased out of his personal funds 15,000 shares
of Common Stock for $.78125 per share.
ITEM 4 - PURPOSE OF TRANSACTION
Norwood initiated this transaction in order to acquire a substantial equity
interest in the Company. See description at Item 3 above, which is incorporated
by reference. The shares so acquired are being held primarily for investment
purposes. Norwood has no other current plans or proposals to cause the Company
to issue securities to any person or that would result in any person's acquiring
securities. Norwood may, depending upon market conditions and other factors,
acquire additional shares in the future or effect other transactions which would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
the Instructions to Schedule 13D. As of the date of this Filing, no specific
plans or proposals had been formulated by Norwood.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). Norwood beneficially owns 1,333,333 restricted shares of
Common Stock of the Issuer, consisting of 416,665 shares presently owned
and warrants exercisable for an additional 916,663 shares. The 416,665
restricted shares presently owned constitute 8.1% of the issued and
outstanding shares of the Issuer, as computed under Rule 13d-3(d)(1)(i).
The aggregate, 1,333,333 shares (hereinafter, the "Shares"), will
constitute 22.0% of the issued and outstanding shares of the Issuer, as
computed under Rule 13d-3(d)(1)(i). By reason of his positions as
President and director of Norwood, and his ownership of approximately 35%
of the common stock in Norwood, Mr. Littell may be deemed to be a
"beneficial owner" of the Shares for purposes of Section 13 of the
Securities Exchange Act of 1934 (the "Act"), and Mr. Littell and Norwood
may be deemed to have shared power to vote and to dispose of these shares.
However, on behalf of Mr. Littell, Norwood disclaims any beneficial
ownership by Mr. Littell in the Shares for purposes of Section 16 of the
Act. Mr. Littell also disclaims beneficial ownership of the Shares for
purposes of Section 16 of the Act. In addition, Mr. Littell owns 15,000
shares of Common Stock of the Issuer, over which he has sole voting and
dispositive power.
c) None other than those described at Item 5(a) and (b) above.
d) No person other than Norwood, pursuant to corporate action taken by
its members or officers, has the right to receive dividends from or the
proceeds of sale of the Common Stock beneficially owned by Norwood, and no
other person has the power to direct receipt of those dividends or
proceeds.
e) Not applicable.
Item 6 -CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Norwood has no current contracts, agreements, understandings or
relationships with any other person with respect to shares of the Company's
common stock or other securities, except as described in Items 3 and 4(a), which
are incorporated by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Note Purchase Agreement dated March 27, 1989, incorporated
by reference to Exhibit 10.1 to Form 8-K filed by Firecom on
April 13, 1989, Commission File Number 0-12873.
-6-
<PAGE>
Exhibit 2: Warrant No. 1 dated as of July 6, 1994.
Exhibit 3: Election to Purchase Shares dated June 1, 1995.
Exhibit 4: Warrant No. 2 dated as of June 7, 1995.
Exhibit 5: Election to Purchase Shares dated September 1, 1995.
Exhibit 6: Warrant No. 3 dated as of September 6, 1995.
Exhibit 7: Election to Purchase Shares dated December 1, 1995.
Exhibit 8: Warrant No. 4 dated as of December 7, 1995.
Exhibit 9: Election to Purchase Shares dated March 1, 1996.
Exhibit 10: Warrant No. 5 dated as of March 5, 1996.
Exhibit 11: Election to Purchase Shares dated June 3, 1996.
Exhibit 12: Joint Filing Agreement Pursuant to Rule 13d-2(f)(1)
SIGNATURES
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.
August 13, 1996
-------------------------
(Date)
NORWOOD VENTURE CORP.
By:/s/ Hazel Matthews-Forte
--------------------------------
(Signature)
Name: Hazel Matthews-Forte
Title: Controller-Secretary
MARK R. LITTELL
/s/ Mark R. Littell
-----------------------------------
-7-
<PAGE>
EXHIBIT 2 WARRANT
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN ABSENCE OF
REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
No. 1 For the purchase of 1,333,333 shares of
$.01 par value Common Stock, subject to
adjustment as described below.
FIRECOM, INC.
Common Stock Purchase Warrant
This certifies that for value received NORWOOD VENTURE CORP. or registered
assigns is entitled to purchase from Firecom, Inc., a New York corporation (the
"Corporation"), up to 1,333,333 shares of the Corporation's $.01 par Value
Common Stock at a price of $.35 per share (the "Exercise Price"), provided that
such number of shares shall be automatically reduced on the last business day of
each of the following months by up to the number of shares set forth opposite
such month below if and to the extent that on or before such date and any prior
date listed below the number of shares for which this Warrant is exercisable has
not been reduced (either by the exercise thereof or by virtue of the automatic
reduction provided in this sentence) by at least the number of shares set forth
below opposite such date and any prior dates:
Date Number of Share
---- ---------------
June, 1995 83,333
September, 1995 83,333
December, 1995 83,333
March, 1996 83,333
June, 1996 83,333
September, 1996 83,333
December, 1996 83,333
March,1997 83,333
June, 1997 83,333
September, 1997 83,333
December, 1997 83,333
March, 1998 83,334
June, 1998 83,334
September, 1998 83,334
December, 1998 83,334
March, 1999 83,334
(the number of shares in this sentence being subject to further adjustment as
hereinafter provided).
<PAGE>
This Warrant shall expire on June 30, 2000 or on such earlier date as the
number of shares purchasable on the exercise of this Warrant shall be reduced to
zero pursuant to the schedule set forth above. Notwithstanding the foregoing,
this Warrant shall not expire prior to March 31, 1999 unless the Corporation
shall have given the holder thereof not less than 60 days' nor more than 90
days' prior written notice of any earlier expiration date under the provisions
of this paragraph.
This Warrant is exercisable at any time on surrender to the Corporation at
39-27 59th Street, Woodside, New York 11377 of this Warrant together with a
statement in the form attached hereto (with the blanks in such form
appropriately completed) of such holder's election to purchase, together with
the payment of the Exercise Price. The holder shall be deemed to be the record
holder of the shares thereby purchased as of the close of business on the date
this Warrant shall be exercised. On any partial exercise of this Warrant, the
Corporation shall promptly issue to the holder a new Warrant evidencing the
rights of such holder under this Warrant which remain unexercised.
The number and type of securities for which this Warrant is exercisable
shall be appropriately changed and adjusted (and the automatic reduction in the
number of shares purchasable hereunder shall similarly and proportionally be
changed and adjusted) in the event that the Corporation subdivides, reclassifies
or combines, or declares or pays a dividend (other than a cash dividend) on its
Common Stock or merges or consolidates with any other corporation, reorganizes
or transfers other than in the ordinary course of its business all or
substantially all of the assets of the Corporation or liquidates or dissolves.
Such changes or adjustments shall be effected equitably in such manner that the
holder shall thereafter be entitled to receive upon exercise of the Warrant
shares of the Corporation's capital stock and other securities and consideration
as nearly equivalent (on an economic basis) as practicable to what the holder
would have been entitled to receive if the exercise of this Warrant had occurred
immediately prior to such event.
The Corporation shall give written notice to the record holder of this
Warrant at such holder's address appearing on the Corporation's records of any
of the events which would cause a change or adjustment pursuant to the preceding
paragraph and of any proposed payment of any dividend or other distribution to
the holders of Common Stock, which notice shall be given at least twenty days
prior to the earlier of the date on which such event is to occur or such payment
is to be made and the record date, if any, with respect thereto. Such notice
shall specify any such record date, the date on which such event is to take
place and such facts as shall be reasonably necessary to indicate the effect of
such event on the number, kind or class of shares or other securities or
consideration that shall be deliverable or purchasable upon the occurrence of
such event or upon the exercise of this Warrant. As to any change or adjustment
to be made pursuant to the preceding paragraph, the determination of the
Corporation's certified public accountants shall be determinative absent
manifest error.
This Warrant may be divided and is transferable at the principal office of
the Corporation by the registered holder hereof or by holder's attorney
thereunto duly authorized upon surrender of this Warrant duly endorsed. If the
right to purchase less than all of the securities covered hereby shall be
transferred, the registered holder hereof shall be entitled to receive a new
Warrant or Warrants covering in aggregate the number of securities with
2
<PAGE>
respect to which the right to purchase shall not have been so transferred, and
the transferee or transferees shall be entitled to receive a new Warrant or
Warrants covering in the aggregate the remaining number of shares.
The Corporation may deem and treat the registered holder hereof as the
absolute owner of this Warrant (notwithstanding any notations of ownership or
writing hereon made by anyone other than the Corporation) for all purposes and
shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed on
its behalf by a duly authorized officer, as of this 6th day of July, 1994.
[SEAL] FIRECOM, INC.
By:/s/Paul Mendez
--------------
President
Attest:
/s/ Richard K. Nelson
- ---------------------
Assistant Secretary
3
<PAGE>
EXHIBIT 3 ELECTION TO PURCHASE
To: Firecom, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder, the
following securities and other property:
83,333 shares of Firecom's $.01 par value common stock
and tenders payment in the amount of $29,166.55 by delivery of a certified
check payable to Firecom, Inc. in such amount. The undersigned requests that
certificates for such securities be issued in the name of and delivered,
together with any other property referred to above, to
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
and, if such securities and property shall not be all of the securities
and property issuable and/or deliverable thereunder, that a new Warrant for the
balance be registered in the name of and issued and delivered to, the
undersigned at the following address:
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
Dated: June 1, 1995 NORWOOD VENTURE CORP.
By:/s/ Mark R. Littell
--------------------------
Mark R. Littell, President
<PAGE>
EXHIBIT 4 WARRANT
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN ABSENCE OF
REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
No. 2 For the purchase of 1,250,000 shares of
$.01 par value Common Stock, subject to
adjustment as described below.
FIRECOM, INC.
Common Stock Purchase Warrant
This certifies that for value received NORWOOD VENTURE CORP. or registered
assigns is entitled to purchase from Firecom, Inc., a New York corporation (the
"Corporation"), up to 1,250,000 shares of the Corporation's $.01 par Value
Common Stock at a price of $.35 per share (the "Exercise Price"), provided that
such number of shares shall be automatically reduced on the last business day of
each of the following months by up to the number of shares set forth opposite
such month below if and to the extent that on or before such date and any prior
date listed below the number of shares for which this Warrant is exercisable has
not been reduced (either by the exercise thereof or by virtue of the automatic
reduction provided in this sentence) by at least the number of shares set forth
below opposite such date and any prior dates:
DATE NUMBER OF SHARE
---- ---------------
September, 1995 83,333
December, 1995 83,333
March, 1996 83,333
June, 1996 83,333
September, 1996 83,333
December, 1996 83,333
March,1997 83,333
June, 1997 83,333
September, 1997 83,333
December, 1997 83,333
March, 1998 83,334
June, 1998 83,334
September, 1998 83,334
December, 1998 83,334
March, 1999 83,334
(the number of shares in this sentence being subject to further adjustment as
hereinafter provided).
<PAGE>
This Warrant shall expire on June 30, 2000 or on such earlier date as the
number of shares purchasable on the exercise of this Warrant shall be reduced to
zero pursuant to the schedule set forth above. Notwithstanding the foregoing,
this Warrant shall not expire prior to March 31, 1999 unless the Corporation
shall have given the holder thereof not less than 60 days' nor more than 90
days' prior written notice of any earlier expiration date under the provisions
of this paragraph.
This Warrant is exercisable at any time on surrender to the Corporation at
39-27 59th Street, Woodside, New York 11377 of this Warrant together with a
statement in the form attached hereto (with the blanks in such form
appropriately completed) of such holder's election to purchase, together with
the payment of the Exercise Price. The holder shall be deemed to be the record
holder of the shares thereby purchased as of the close of business on the date
this Warrant shall be exercised. On any partial exercise of this Warrant, the
Corporation shall promptly issue to the holder a new Warrant evidencing the
rights of such holder under this Warrant which remain unexercised.
The number and type of securities for which this Warrant is exercisable
shall be appropriately changed and adjusted (and the automatic reduction in the
number of shares purchasable hereunder shall similarly and proportionally be
changed and adjusted) in the event that the Corporation subdivides, reclassifies
or combines, or declares or pays a dividend (other than a cash dividend) on its
Common Stock or merges or consolidates with any other corporation, reorganizes
or transfers other than in the ordinary course of its business all or
substantially all of the assets of the Corporation or liquidates or dissolves.
Such changes or adjustments shall be effected equitably in such manner that the
holder shall thereafter be entitled to receive upon exercise of the Warrant
shares of the Corporation's capital stock and other securities and consideration
as nearly equivalent (on an economic basis) as practicable to what the holder
would have been entitled to receive if the exercise of this Warrant had occurred
immediately prior to such event.
The Corporation shall give written notice to the record holder of this
Warrant at such holder's address appearing on the Corporation's records of any
of the events which would cause a change or adjustment pursuant to the preceding
paragraph and of any proposed payment of any dividend or other distribution to
the holders of Common Stock, which notice shall be given at least twenty days
prior to the earlier of the date on which such event is to occur or such payment
is to be made and the record date, if any, with respect thereto. Such notice
shall specify any such record date, the date on which such event is to take
place and such facts as shall be reasonably necessary to indicate the effect of
such event on the number, kind or class of shares or other securities or
consideration that shall be deliverable or purchasable upon the occurrence of
such event or upon the exercise of this Warrant. As to any change or adjustment
to be made pursuant to the preceding paragraph, the determination of the
Corporation's certified public accountants shall be determinative absent
manifest error.
This Warrant may be divided and is transferable at the principal office of
the Corporation by the registered holder hereof or by holder's attorney
thereunto duly authorized upon surrender of this Warrant duly endorsed. If the
right to purchase less than all of the securities covered hereby shall be
transferred, the registered holder hereof shall be entitled to receive a new
Warrant or Warrants covering in aggregate the number of securities with
2
<PAGE>
respect to which the right to purchase shall not have been so transferred, and
the transferee or transferees shall be entitled to receive a new Warrant or
Warrants covering in the aggregate the remaining number of shares.
The Corporation may deem and treat the registered holder hereof as the
absolute owner of this Warrant (notwithstanding any notations of ownership or
writing hereon made by anyone other than the Corporation) for all purposes and
shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed on
its behalf by a duly authorized officer, as of this 7th day of June, 1995.
[SEAL] FIRECOM, INC.
By: /S/Paul Mendez
--------------
President
Attest:
/S/ Richard K. Nelson
- ---------------------
Assistant Secretary
<PAGE>
EXHIBIT 5 ELECTION TO PURCHASE
To: Firecom, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder, the
following securities and other property:
83,333 shares of Firecom's $.01 par value common stock
and tenders payment in the amount of $29,166.55 by delivery of a certified
check payable to Firecom, Inc. in such amount. The undersigned requests that
certificates for such securities be issued in the name of and delivered,
together with any other property referred to above, to
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
and, if such securities and property shall not be all of the securities
and property issuable and/or deliverable thereunder, that a new Warrant for the
balance be registered in the name of and issued and delivered to, the
undersigned at the following address:
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
Dated: September 1, 1995 NORWOOD VENTURE CORP.
By:/s/ Mark R. Littell
--------------------------
Mark R. Littell, President
<PAGE>
EXHIBIT 6 WARRANT
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN ABSENCE OF
REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
No. 3 For the purchase of 1,166,667 shares of
$.01 par value Common Stock, subject to
adjustment as described below.
FIRECOM, INC.
Common Stock Purchase Warrant
This certifies that for value received NORWOOD VENTURE CORP. or registered
assigns is entitled to purchase from Firecom, Inc., a New York corporation (the
"Corporation"), up to 1,166,667 shares of the Corporation's $.01 par Value
Common Stock at a price of $.35 per share (the "Exercise Price"), provided that
such number of shares shall be automatically reduced on the last business day of
each of the following months by up to the number of shares set forth opposite
such month below if and to the extent that on or before such date and any prior
date listed below the number of shares for which this Warrant is exercisable has
not been reduced (either by the exercise thereof or by virtue of the automatic
reduction provided in this sentence) by at least the number of shares set forth
below opposite such date and any prior dates:
Date Number of Share
---- ---------------
December, 1995 83,333
March, 1996 83,333
June, 1996 83,333
September, 1996 83,333
December, 1996 83,333
March,1997 83,333
June, 1997 83,333
September, 1997 83,333
December, 1997 83,333
March, 1998 83,334
June, 1998 83,334
September, 1998 83,334
December, 1998 83,334
March, 1999 83,334
<PAGE>
(the number of shares in this sentence being subject to further adjustment as
hereinafter provided).
This Warrant shall expire on June 30, 2000 or on such earlier date as the
number of shares purchasable on the exercise of this Warrant shall be reduced to
zero pursuant to the schedule set forth above. Notwithstanding the foregoing,
this Warrant shall not expire prior to March 31, 1999 unless the Corporation
shall have given the holder thereof not less than 60 days' nor more than 90
days' prior written notice of any earlier expiration date under the provisions
of this paragraph.
This Warrant is exercisable at any time on surrender to the Corporation at
39-27 59th Street, Woodside, New York 11377 of this Warrant together with a
statement in the form attached hereto (with the blanks in such form
appropriately completed) of such holder's election to purchase, together with
the payment of the Exercise Price. The holder shall be deemed to be the record
holder of the shares thereby purchased as of the close of business on the date
this Warrant shall be exercised. On any partial exercise of this Warrant, the
Corporation shall promptly issue to the holder a new Warrant evidencing the
rights of such holder under this Warrant which remain unexercised.
The number and type of securities for which this Warrant is exercisable
shall be appropriately changed and adjusted (and the automatic reduction in the
number of shares purchasable hereunder shall similarly and proportionally be
changed and adjusted) in the event that the Corporation subdivides, reclassifies
or combines, or declares or pays a dividend (other than a cash dividend) on its
Common Stock or merges or consolidates with any other corporation, reorganizes
or transfers other than in the ordinary course of its business all or
substantially all of the assets of the Corporation or liquidates or dissolves.
Such changes or adjustments shall be effected equitably in such manner that the
holder shall thereafter be entitled to receive upon exercise of the Warrant
shares of the Corporation's capital stock and other securities and consideration
as nearly equivalent (on an economic basis) as practicable to what the holder
would have been entitled to receive if the exercise of this Warrant had occurred
immediately prior to such event.
The Corporation shall give written notice to the record holder of this
Warrant at such holder's address appearing on the Corporation's records of any
of the events which would cause a change or adjustment pursuant to the preceding
paragraph and of any proposed payment of any dividend or other distribution to
the holders of Common Stock, which notice shall be given at least twenty days
prior to the earlier of the date on which such event is to occur or such payment
is to be made and the record date, if any, with respect thereto. Such notice
shall specify any such record date, the date on which such event is to take
place and such facts as shall be reasonably necessary to indicate the effect of
such event on the number, kind or class of shares or other securities or
consideration that shall be deliverable or purchasable upon the occurrence of
such event or upon the exercise of this Warrant. As to any change or adjustment
to be made pursuant to the preceding paragraph, the determination of the
Corporation's certified public accountants shall be determinative absent
manifest error.
2
<PAGE>
This Warrant may be divided and is transferable at the principal office of
the Corporation by the registered holder hereof or by holder's attorney
thereunto duly authorized upon surrender of this Warrant duly endorsed. If the
right to purchase less than all of the securities covered hereby shall be
transferred, the registered holder hereof shall be entitled to receive a new
Warrant or Warrants covering in aggregate the number of securities with respect
to which the right to purchase shall not have been so transferred, and the
transferee or transferees shall be entitled to receive a new Warrant or Warrants
covering in the aggregate the remaining number of shares.
The Corporation may deem and treat the registered holder hereof as the
absolute owner of this Warrant (notwithstanding any notations of ownership or
writing hereon made by anyone other than the Corporation) for all purposes and
shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed on
its behalf by a duly authorized officer, as of this 6th day of September, 1995.
[SEAL] FIRECOM, INC.
By:/s/Paul Mendez
--------------
President
Attest:
/s/ Richard K. Nelson
- ---------------------
Assistant Secretary
3
<PAGE>
EXHIBIT 7 ELECTION TO PURCHASE
To: Firecom, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder, the
following securities and other property:
83,333 shares of Firecom's $.01 par value common stock
and tenders payment in the amount of $29,166.55 by delivery of a certified
check payable to Firecom, Inc. in such amount. The undersigned requests that
certificates for such securities be issued in the name of and delivered,
together with any other property referred to above, to
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
and, if such securities and property shall not be all of the securities
and property issuable and/or deliverable thereunder, that a new Warrant for the
balance be registered in the name of and issued and delivered to, the
undersigned at the following address:
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
Dated: December 1, 1995 NORWOOD VENTURE CORP.
By:/S/ Mark R. Littell
----------------------------
Mark R. Littell, President
<PAGE>
EXHIBIT 8 WARRANT
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN ABSENCE OF
REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
No. 4 For the purchase of 1,083,334 shares of
$.01 par value Common Stock, subject to
adjustment as described below.
FIRECOM, INC.
Common Stock Purchase Warrant
This certifies that for value received NORWOOD VENTURE CORP. or registered
assigns is entitled to purchase from Firecom, Inc., a New York corporation (the
"Corporation"), up to 1,083,334 shares of the Corporation's $.01 par Value
Common Stock at a price of $.35 per share (the "Exercise Price"), provided that
such number of shares shall be automatically reduced on the last business day of
each of the following months by up to the number of shares set forth opposite
such month below if and to the extent that on or before such date and any prior
date listed below the number of shares for which this Warrant is exercisable has
not been reduced (either by the exercise thereof or by virtue of the automatic
reduction provided in this sentence) by at least the number of shares set forth
below opposite such date and any prior dates:
DATE NUMBER OF SHARE
March, 1996 83,333
June, 1996 83,333
September, 1996 83,333
December, 1996 83,333
March,1997 83,333
June, 1997 83,333
September, 1997 83,333
December, 1997 83,333
March, 1998 83,334
June, 1998 83,334
September, 1998 83,334
December, 1998 83,334
March, 1999 83,334
(the number of shares in this sentence being subject to further adjustment as
hereinafter provided).
This Warrant shall expire on June 30, 2000 or on such earlier date as the
number of shares purchasable on the exercise of this Warrant shall be reduced to
zero pursuant to the
<PAGE>
schedule set forth above. Notwithstanding the foregoing,
this Warrant shall not expire prior to March 31, 1999 unless the Corporation
shall have given the holder thereof not less than 60 days' nor more than 90
days' prior written notice of any earlier expiration date under the provisions
of this paragraph.
This Warrant is exercisable at any time on surrender to the Corporation at
39-27 59th Street, Woodside, New York 11377 of this Warrant together with a
statement in the form attached hereto (with the blanks in such form
appropriately completed) of such holder's election to purchase, together with
the payment of the Exercise Price. The holder shall be deemed to be the record
holder of the shares thereby purchased as of the close of business on the date
this Warrant shall be exercised. On any partial exercise of this Warrant, the
Corporation shall promptly issue to the holder a new Warrant evidencing the
rights of such holder under this Warrant which remain unexercised.
The number and type of securities for which this Warrant is exercisable
shall be appropriately changed and adjusted (and the automatic reduction in the
number of shares purchasable hereunder shall similarly and proportionally be
changed and adjusted) in the event that the Corporation subdivides, reclassifies
or combines, or declares or pays a dividend (other than a cash dividend) on its
Common Stock or merges or consolidates with any other corporation, reorganizes
or transfers other than in the ordinary course of its business all or
substantially all of the assets of the Corporation or liquidates or dissolves.
Such changes or adjustments shall be effected equitably in such manner that the
holder shall thereafter be entitled to receive upon exercise of the Warrant
shares of the Corporation's capital stock and other securities and consideration
as nearly equivalent (on an economic basis) as practicable to what the holder
would have been entitled to receive if the exercise of this Warrant had occurred
immediately prior to such event.
The Corporation shall give written notice to the record holder of this
Warrant at such holder's address appearing on the Corporation's records of any
of the events which would cause a change or adjustment pursuant to the preceding
paragraph and of any proposed payment of any dividend or other distribution to
the holders of Common Stock, which notice shall be given at least twenty days
prior to the earlier of the date on which such event is to occur or such payment
is to be made and the record date, if any, with respect thereto. Such notice
shall specify any such record date, the date on which such event is to take
place and such facts as shall be reasonably necessary to indicate the effect of
such event on the number, kind or class of shares or other securities or
consideration that shall be deliverable or purchasable upon the occurrence of
such event or upon the exercise of this Warrant. As to any change or adjustment
to be made pursuant to the preceding paragraph, the determination of the
Corporation's certified public accountants shall be determinative absent
manifest error.
This Warrant may be divided and is transferable at the principal office of
the Corporation by the registered holder hereof or by holder's attorney
thereunto duly authorized upon surrender of this Warrant duly endorsed. If the
right to purchase less than all of the securities covered hereby shall be
transferred, the registered holder hereof shall be entitled to receive a new
Warrant or Warrants covering in aggregate the number of securities with respect
to which the right to purchase shall not have been so transferred, and the
transferee
2
<PAGE>
or transferees shall be entitled to receive a new Warrant or Warrants covering
in the aggregate the remaining number of shares.
The Corporation may deem and treat the registered holder hereof as the
absolute owner of this Warrant (notwithstanding any notations of ownership or
writing hereon made by anyone other than the Corporation) for all purposes and
shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be signed on
its behalf by a duly authorized officer, as of this 7th day of December, 1995.
[SEAL] FIRECOM, INC.
By:/s/ Paul Mendez
---------------
President
Attest:
/S/ Richard K. Nelson
- ---------------------
Assistant Secretary
3
<PAGE>
EXHIBIT 9 ELECTION TO PURCHASE
To: Firecom, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder, the
following securities and other property:
83,333 shares of Firecom's $.01 par value common stock
and tenders payment in the amount of $29,166.55 by delivery of a certified
check payable to Firecom, Inc. in such amount. The undersigned requests that
certificates for such securities be issued in the name of and delivered,
together with any other property referred to above, to
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
and, if such securities and property shall not be all of the securities
and property issuable and/or deliverable thereunder, that a new Warrant for the
balance be registered in the name of and issued and delivered to, the
undersigned at the following address:
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
Dated: March 1, 1996 NORWOOD VENTURE CORP.
By:/s/ Mark R. Littell
--------------------------
Mark R. Littell, President
<PAGE>
EXHIBIT 10 WARRANT
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN ABSENCE OF
REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
No. 5 For the purchase of 1,000,001 shares of
$.01 par value Common Stock, subject to
adjustment as described below.
FIRECOM, INC.
Common Stock Purchase Warrant
This certifies that for value received NORWOOD VENTURE CORP. or registered
assigns is entitled to purchase from Firecom, Inc., a New York corporation (the
"Corporation"), up to 1,000,001 shares of the Corporation's $.01 par Value
Common Stock at a price of $.35 per share (the "Exercise Price"), provided that
such number of shares shall be automatically reduced on the last business day of
each of the following months by up to the number of shares set forth opposite
such month below if and to the extent that on or before such date and any prior
date listed below the number of shares for which this Warrant is exercisable has
not been reduced (either by the exercise thereof or by virtue of the automatic
reduction provided in this sentence) by at least the number of shares set forth
below opposite such date and any prior dates:
DATE NUMBER OF SHARE
June, 1996 83,333
September, 1996 83,333
December, 1996 83,333
March,1997 83,333
June, 1997 83,333
September, 1997 83,333
December, 1997 83,333
March, 1998 83,334
June, 1998 83,334
September, 1998 83,334
December, 1998 83,334
March, 1999 83,334
(the number of shares in this sentence being subject to further adjustment as
hereinafter provided).
This Warrant shall expire on June 30, 2000 or on such earlier date as
the number of shares purchasable on the exercise of this Warrant shall be
reduced to zero pursuant to the schedule set forth above. Notwithstanding the
foregoing, this Warrant shall not expire prior
<PAGE>
to March 31, 1999 unless the Corporation shall have given the holder thereof not
less than 60 days' nor more than 90 days' prior written notice of any earlier
expiration date under the provisions of this paragraph.
This Warrant is exercisable at any time on surrender to the
Corporation at 39-27 59th Street, Woodside, New York 11377 of this Warrant
together with a statement in the form attached hereto (with the blanks in such
form appropriately completed) of such holder's election to purchase, together
with the payment of the Exercise Price. The holder shall be deemed to be the
record holder of the shares thereby purchased as of the close of business on the
date this Warrant shall be exercised. On any partial exercise of this Warrant,
the Corporation shall promptly issue to the holder a new Warrant evidencing the
rights of such holder under this Warrant which remain unexercised.
The number and type of securities for which this Warrant is
exercisable shall be appropriately changed and adjusted (and the automatic
reduction in the number of shares purchasable hereunder shall similarly and
proportionally be changed and adjusted) in the event that the Corporation
subdivides, reclassifies or combines, or declares or pays a dividend (other than
a cash dividend) on its Common Stock or merges or consolidates with any other
corporation, reorganizes or transfers other than in the ordinary course of its
business all or substantially all of the assets of the Corporation or liquidates
or dissolves. Such changes or adjustments shall be effected equitably in such
manner that the holder shall thereafter be entitled to receive upon exercise of
the Warrant shares of the Corporation's capital stock and other securities and
consideration as nearly equivalent (on an economic basis) as practicable to what
the holder would have been entitled to receive if the exercise of this Warrant
had occurred immediately prior to such event.
The Corporation shall give written notice to the record holder of this
Warrant at such holder's address appearing on the Corporation's records of any
of the events which would cause a change or adjustment pursuant to the preceding
paragraph and of any proposed payment of any dividend or other distribution to
the holders of Common Stock, which notice shall be given at least twenty days
prior to the earlier of the date on which such event is to occur or such payment
is to be made and the record date, if any, with respect thereto. Such notice
shall specify any such record date, the date on which such event is to take
place and such facts as shall be reasonably necessary to indicate the effect of
such event on the number, kind or class of shares or other securities or
consideration that shall be deliverable or purchasable upon the occurrence of
such event or upon the exercise of this Warrant. As to any change or adjustment
to be made pursuant to the preceding paragraph, the determination of the
Corporation's certified public accountants shall be determinative absent
manifest error.
This Warrant may be divided and is transferable at the principal
office of the Corporation by the registered holder hereof or by holder's
attorney thereunto duly authorized upon surrender of this Warrant duly endorsed.
If the right to purchase less than all of the securities covered hereby shall be
transferred, the registered holder hereof shall be entitled to receive a new
Warrant or Warrants covering in aggregate the number of securities with respect
to which the right to purchase shall not have been so transferred, and the
transferee or transferees shall be entitled to receive a new Warrant or Warrants
covering in the aggregate the remaining number of shares.
2
<PAGE>
The Corporation may deem and treat the registered holder hereof as the
absolute owner of this Warrant (notwithstanding any notations of ownership or
writing hereon made by anyone other than the Corporation) for all purposes and
shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
signed on its behalf by a duly authorized officer, as of this 5th day of March,
1996.
[SEAL] FIRECOM, INC.
By:/s/Paul Mendez
--------------
President
Attest:
/s/ Richard K. Nelson
- ---------------------
Assistant Secretary
3
<PAGE>
EXHIBIT 11 ELECTION TO PURCHASE
To: Firecom, Inc.
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder, the
following securities and other property:
83,333 shares of Firecom's $.01 par value common stock
and tenders payment in the amount of $29,166.55 by delivery of a certified
check payable to Firecom, Inc. in such amount. The undersigned requests that
certificates for such securities be issued in the name of and delivered,
together with any other property referred to above, to
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
and, if such securities and property shall not be all of the securities
and property issuable and/or deliverable thereunder, that a new Warrant for the
balance be registered in the name of and issued and delivered to, the
undersigned at the following address:
Norwood Venture Corp.
1430 Broadway, #1607
New York, NY 10018
Attn: Mark R. Littell
Dated: June 3, 1996 NORWOOD VENTURE CORP.
By: /S/ MARK R. LITTELL
--------------------------
Mark R. Littell, President
<PAGE>
EXHIBIT 12
JOINT FILING AGREEMENT PURSUANT TO
RULE 13d-2(f)(1)
Mark R. Littell and Norwood Venture Corp., in reporting under Section 13 of
the Securities Exchange Act of 1934 their transactions in the Common Stock of
Firecom, Inc., agree to file such statements on one Schedule 13D pursuant to
Securities and Exchange Commission Rule 13d-1(f)(1). The parties further agree
as follows:
Each party is responsible for the timely filing of said Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; such party is not
responsible for the completeness or accuracy of the information concerning
the other party making the filing, unless such party knows or has reason to
believe that such information is inaccurate.
Dated:8/13/96 /S/ MARK R. LITTELL
-------------- ---------------------------------
Mark R. Littell
NORWOOD VENTURE CORP.
Dated:8/13/96 By:/S/ HAZEL MATTHEWS-FORTE
-------------- -------------------------------
(Signature)
Name: Hazel Matthews-Forte
Title: Controller-Secretary
