As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NOFIRE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3218682
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21 Industrial Avenue
Upper Saddle River, New Jersey 07458
(Address of principal executive offices, including zip code)
AGREEMENT DATED AS OF JULY 9, 1996
WITH JEROME M. WENGER
(Full title of the plan)
SAM OOLIE
Chairman and Chief Executive Officer
NOFIRE TECHNOLOGIES, INC.
21 Industrial Avenue
Upper Saddle River, New Jersey 07458
(201) 818-1616
(Name, address and telephone number, including area code, of agent for service)
---------------------
Copy to:
GERALD H. LITWIN, ESQ.
Gerald H. Litwin, P.A.
2 University Plaza
Hackensack, New Jersey 07601
---------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.20 per share 62,500 shares $2.25 $140,625 $100.00
================================================================================================================================
</TABLE>
- --------
(1) Pursuant to Rule 457(h), the maximum offering price per share is calculated
based upon the average of the bid and asked price of the Registrant's
Common Stock in the over-the-counter market on July 9, 1996.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by NoFire Technologies, Inc. (the "Registrant")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended August 31, 1995, which contains audited financial statements for the most
recent year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of the Registrant's common stock, $.20 par value
per share (the "Common Stock"), contained in the Registration Statement on Form
8-A (Registration No. 0-19945) filed with the Commission on March 17, 1992
under Section 12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all such securities then remaining unsold, shall also be deemed to
be incorporated by reference into this Registration Statement and to be part
hereof commencing on the respective dates on which such documents are filed.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
3
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Certificate of Incorporation of the Registrant
provides that any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not by or
in the right of the corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
incorporator, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, shall be entitled to be indemnified by the
corporation to the full extent then permitted by law against expenses (including
attorney's fees), judgments, fines, and amount paid in settlement incurred by
him in connection with such action, suit, or proceeding. Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, or agent and shall inure to the benefit of the
heirs and personal representatives of such a person.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another entity. Section 145(a) permissive indemnity may provide indemnification
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145(b) of the
Delaware General Corporation Law empowers a Delaware corporation to indemnify
any person described in Section 145(a) in an action by or in the right of the
corporation provided that he satisfies the conditions set forth in Section
145(a), except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjusted to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
proper expenses. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in the defense of any
action or proceeding referred to in Sections 145(a) and (b) or in defense of any
claim, issue or matter therein, the corporation shall indemnify him against the
expenses (including attorneys' fees) which he actually and reasonably incurred
in connection therewith. The indemnification provided pursuant to Section 145 is
not deemed to be exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote, or otherwise, both as to action in his official capacity and as
to action in another capacity, while holding such office.
4
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
5 Opinion of Gerald H. Litwin, P.A. regarding legality of the Common Stock
being registered
10.1 Agreement dated as of July 9, 1996 between the Registrant and Jerome M.
Wenger
23.1 Consent of Gerald H. Litwin, P.A. (included in Exhibit 5)
23.2 Consent of Wiss & Company, LLP
23.3 Consent of Linder & Linder
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in
5
<PAGE>
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering thereof.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Borough of Upper Saddle River, State of New Jersey, on
July 16, 1996.
NOFIRE TECHNOLOGIES, INC.
By: /s/ Sam Oolie
------------------------------------------
Sam Oolie
Director, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on July 16, 1996.
Signature Title
--------- -----
/s/ Sam Oolie Director, Chairman of the Board
- --------------------------------- and Chief Executive Officer
Sam Oolie (Principal Executive Officer)
/s/ Charles R. Stone Director, Vice President and Treasurer
- --------------------------------- (Principal Financial and Accounting Officer)
Charles R. Stone
/s/ Samuel Gottfried Director and President
- ---------------------------------
Samuel Gottfried
Director
- ---------------------------------
Bernard J. Koster
/s/ Gerald H. Litwin Director
- ---------------------------------
Gerald H. Litwin
Director
- ---------------------------------
Robert M. Montague, Jr.
7
EXHIBIT 5
Opinion of Gerald H. Litwin, P.A.
<PAGE>
[LETTERHEAD OF GERALD H. LITWIN, P.A.]
July 16, 1996
NoFire Technologies, Inc.
21 Industrial Avenue
Upper Saddle River, New Jersey 07458
Attention: Mr. Sam Oolie, Chief Executive Officer
RE: Registration Statement on Form S-8 of
62,500 Shares of Common Stock
-------------------------------------
Dear Sir:
This firm is acting as special corporate counsel for NoFire
Technologies, Inc., a Delaware corporation (the "Company"), in connection with
the registration of 62,500 shares of the common stock of the Company with a par
value of 20(cent) per share (the "Common Shares"), as described in the Company's
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), on the date hereof. Upon the registration of the Common
Shares, the Company is obligated to issue such shares to Mr. Jerome M. Wenger.
As such special corporate counsel, this firm has examined the
Registration Statement and such corporate records and other documents and
instruments and has made such investigations of law as this firm has considered
necessary or appropriate for the purpose of rendering this opinion.
Based on the foregoing, it is this firm's opinion:
1. The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Delaware;
2. The Common Shares to be issued to Mr. Wenger have been duly
authorized and reserved for issuance and, when certificates for the Common
Shares have been duly executed by the Company, countersigned by a transfer
agent, and duly registered by a registrar for the Common Shares, the Common
Shares shall be validly issued, fully paid, and non-assessable.
3. This firm hereby consents to the filing of this opinion as
Exhibit 5 to the Registration Statement. By giving the foregoing consent, this
firm does not admit that this firm is within the category of persons whose
consent is required by Section 7 of the Securities Act.
<PAGE>
Very truly yours,
/s/ Gerald H. Litwin
GERALD H. LITWIN
GHL:kd
<PAGE>
EXHIBIT 10.1
Agreement dated as of July 9, 1996
between the Registrant and Jerome M. Wenger
<PAGE>
[JEROME WENGER LETTERHEAD]
NoFire Technologies, Inc.
21 Industrial Avenue
Upper Saddle River, NJ 07458
Attention: Sam Oolie, CEO
Re: Consulting Agreement
------------------------
This is to acknowledge and confirm the following terms of our Consulting
Agreement which shall be effective as of the date it is agreed to and accepted
by NoFire Technologies, Inc. (the "Company").
(1) Jerome M. Wenger ("Wenger") is actively involved in providing
financial public relations, consulting and advisory services to clients.
(2) The Company hereby engages Wenger, and Wenger hereby agrees, to
render financial public relations, consulting and advisory services to the
Company.
(3) During the term of this Consulting Agreement:
(a) Wenger shall provide assistance and advice to, and consult
with, the Company concerning: the general operations of the business of the
Company and expansion of its services; financial, investor and stockholder
relations; financial public relations presentations of the Company; and
identification and implementation of new business directions through internal
and external means; and shall review and advise the Company regarding its
overall progress and needs. Such advice and consultation shall be provided by
Wenger to the Company in such form, manner and place as the Company reasonably
requests.
(b) If requested, Wenger or his representative shall attend
certain meetings of the Board of Directors upon invitation of the board, and
participate in executive management discussions upon request of the Company's
management. The Company shall reimburse Wenger or his representative for any
reasonable costs incurred in connection with attendance at such meetings. All
costs must be approved by the Company prior to being incurred.
<PAGE>
(c) Wenger shall coordinate financial public relations with other
firms engaged by the Company for such purpose on those topics and activities
vital to the Company's business.
(d) Wenger may arrange, with the prior written approval of the
Company, periodic domestic or international trips to introduce the Company to
the financial community. The Company agrees to promptly reimburse Wenger, upon
receipt of invoices therefor, for reasonable out-of-pocket expenses incurred in
connection with any agreed upon trip.
(4) (a) Within forty-five (45) days after the date of this Consulting
Agreement, the Company will cause a registration statement on Form S-8 to be
filed with the Securities and Exchange Commission for the purpose of registering
62,500 shares of Common Stock of the Company to be issued to Wenger pursuant to
paragraph 4(b) below.
(b) Upon the registration described in Paragraph 4(a) above
becoming effective, the Company shall issue to Wenger in consideration for
providing the services set forth herein 62,500 shares of fully vested,
nonassessable, Common Stock of the Company.
(5) The term of the Consulting Agreement shall commence on July 1, 1996
and end on January 31, 1997 or such earlier time as the Company in its sole
discretion shall decide.
(6) Wenger will not disclose to any other person, firm or corporation,
nor use for his own benefit during or after the term of this Consulting
Agreement, any trade secrets or information designated as confidential by the
Company which is acquired by Wenger in the course of his performing services
hereunder. Trade secrets or information can include, by a way of example,
products or services under development, production methods and processes,
sources of supply, lists of present and potential customers, marketing plans,
information concerning the filing or pendency of patent applications and uses
and potential uses of the Company's products.
(7) In performing his duties as set forth in this Consulting Agreement,
Wenger shall abide by all applicable laws, including federal and state
securities laws, and shall make all disclosures required by such laws, including
disclosures required as a result of Wenger entering into this Consulting
Agreement with the Company.
<PAGE>
(8) Wenger represents that he has obtained all licenses or
registrations required in order to perform the services set forth in the
Consulting Agreement. Wenger also represents that he is not prohibited from
entering into this Consulting Agreement or performing his obligations under this
Consulting Agreement by any law, regulation, contract, decree, order or
agreement.
(9) Wenger and the Company hereby acknowledge that Wenger is an
independent contractor. Wenger shall not hold himself out as, nor shall he take
any action from which others might infer, that he is a partner of, agent of,
employee of, or a joint venturer with the Company.
(10) The Company agrees to indemnify and hold Wenger, his affiliates
and agents (collectively, the "Wenger Indemnified Persons") harmless from and
against all losses, claims, damages, liabilities, costs or expenses, including
reasonable attorneys' and accountants' fees (collectively the "Liabilities"),
which the Wenger Indemnified Persons may incur based upon incorrect information,
representations, reports or data which the Company has provided Wenger to the
extent that such material is furnished, prepared, approved and/or used by
Wenger. The foregoing indemnification shall not apply, however, and Wenger shall
indemnify and hold the Company, its affiliates, control persons, officers,
employees and agents (collectively, the "Company Indemnified Persons") harmless
from and against all Liabilities which the Company Indemnified Persons may incur
based on the misuse of any information provided by the Company, of the breach by
Wenger of any representations or covenants set forth in this Consulting
Agreement or actions or omissions of Wenger in the performance of his duties as
set forth in this Consulting Agreement.
The provisions of this paragraph (10) shall survive the termination and
expiration of this Consulting Agreement.
(11) This Consulting Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings and agreements between the parties.
This Consulting Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
<PAGE>
(12) This Consulting Agreement shall be governed by the laws of the
State of New Jersey. Any dispute arising out of this agreement shall be
adjudicated in the courts of the State of New Jersey or in the federal court for
the State of New Jersey, and the Company and Wenger hereby agree that service of
process upon it or him by registered or certified mail at the addresses shown in
this Consulting Agreement shall be deemed adequate and lawful.
Very truly yours,
/s/ Jerome Maxwell Wenger
-------------------------
Jerome Maxwell Wenger
SS ####-##-####
ACCEPTED AND AGREED TO
AS OF THIS 9th DAY OF
JULY, 1996.
BY: /s/ Sam Oolie
NAME: Sam Oolie
TITLE: Chairman/CEO
<PAGE>
EXHIBIT 23.2
Consent of Wiss & Company, LLP
<PAGE>
We consent to the incorporation by reference in this NoFire Technologies, Inc.
Registration Statement on Form S-8, of our report dated October 17, 1995 on our
audit of the consolidated financial statements of NoFire Technologies, Inc. and
subsidiaries as of August 31, 1995, and for the year then ended, which report is
included in the NoFire Technologies, Inc. 1995 Annual Report on Form 10-KSB.
/s/ Wiss & Company, LLP
Livingston, NJ
July 16, 1996
<PAGE>
EXHIBIT 23.3
Consent of Linder & Linder
<PAGE>
We consent to the incorporation by reference in this NoFire Technologies, Inc.
Registration Statement on Form S-8, of our report dated June 5, 1995 on our
audits of the consolidated financial statements of NoFire Technologies, Inc. and
subsidiaries as of August 31, 1994, and for the period from inception to August
31, 1994, which report is included in the NoFire Technologies, Inc. 1995 Annual
Report on Form 10-KSB.
/s/ Linder & Linder
Dix Hills, NY
July 16, 1996
