FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES in BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of
the Securities Exchange Act of
1934, Section 17(a) of the
Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/_/ Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
See Instruction 1(b).
1. Name and Address of Reporting Person*:
NF Partners, LLC
------------------------------
(LAST) (FIRST) (MIDDLE)
c/o Andrew H. Tisch
667 Madison Avenue
-------------------------------------------
(STREET)
New York, New York 10021
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
241,061 A (1)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,094,235
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
Remaining Supplemental Purchase Agreement Units
("Remaining Supplemental Units") (See explanation)
New Second Tranche Units (See explanation)
New Second Closing Units (See explanation)
Canceled Second Tranche Units (See explanation)
Canceled Second Closing Units (See explanation)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (see explanation)
Canceled Second Closing Units - J (see explanation)
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 602,652
- Five-Year Warrants -
A - Remaining Supplemental Units - 384,394
A - New Second Tranche Units - 102,381
A - New Second Closing Units - 341,270
D - Canceled Second Tranche Units - 102,381
D - Canceled Second Closing Units - 341,270
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 602,652 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
Remaining Supplemental Units - 384,394 shares of Common Stock and
Warrants exercisable for 960,986 shares of
Common Stock
New Second Tranche Units - 102,381 shares of Common Stock and
Warrants exercisable for 255,952 shares of
Common Stock
New Second Closing Units - 341,270 shares of Common Stock and
Warrants exercisable for 853,175 shares of
Common Stock
Canceled Second Tranche Units - 102,381 shares of Common Stock and
Warrants exercisable for 255,952 shares of
Common Stock
Canceled Second Closing Units - 341,270 shares of Common Stock and
Warrants exercisable for 853,175 shares of
Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement Warrants - (1) (See explanation)
Five-Year Warrants - (2) (See explanation)
Remaining Supplemental Units - (3) (See explanation)
New Second Tranche Units - (4) (See explanation)
New Second Closing Units - (4) (See explanation)
Canceled Second Tranche Units - (4) (See explanation)
Canceled Second Closing Units - (4) (See explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 602,562
Five-Year Warrants - 2,132,935
Remaining Supplemental Units - 384,394
New Second Tranche Units - 102,381
New Second Closing Units - 341,270
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
NF Partners, LLC is a Delaware limited liability company ("NFP"),
the members of which are Four Partners, a New York general partnership
("FP), and Four-Fourteen Partners, LLC, a Delaware limited liability
company ("4-14P"). The sole partners of FP are Andrew H. Tisch 1991
Trust, for which Andrew H. Tisch is the managing trustee, Daniel R.
Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee,
James S. Tisch 1991 Trust, for which James S. Tisch is the managing
trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is
the managing trustee. Andrew H. Tisch, Daniel R. Tisch, James S. Tisch
and Thomas J. Tisch are referred to herein as the "Messrs. Tisch." The
members of 4-14P are trusts for the benefit of the offspring of the
Messrs. Tisch, partnerships the partners of which are such trusts and
partnerships the partners of which are such partnerships. The Messrs.
Tisch serve as the trustees of such trusts. Andrew H. Tisch has been
appointed the Manager of NFP. Thomas J. Tisch has been appointed the
manager of FP and 4-14P.
This Form 4 is being filed jointly by NFP, JMC Investments LLC,
Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A.
Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg
(collectively, the "Purchase Agreement Investors"). This Form 4 is also
being filed on behalf of Andrew H. Tisch and John Capozzi (Andrew H.
Tisch and Mr. Capozzi and the Purchase Agreement Investors are referred
to herein collectively as the "Reporting Persons").
On June 16, 1998, the Purchase Agreement Investors purchased from
NoFire Technologies, Inc. (the "Issuer") in a private placement an
aggregate of 1,388,887 units, each unit consisting of one share of
Common Stock and five-year warrants ("Five-Year Warrants") to purchase
2.5 shares of Common Stock at an initial exercise price of $1.00 per
share, for aggregate consideration of $1,249,998.30 pursuant to a
Common Stock and Five-Year Warrant Purchase Agreement (the "Purchase
Agreement") dated as of June 15, 1998 by and among the Issuer, the
"Purchase Agreement Investors" and Sam Oolie and Samuel Gottfried.
On October 28, 1998, the Purchase Agreement Investors other than
Savage (the "Supplemental Purchase Agreement Investors") purchased from
the Issuer in a private placement an aggregate of 370,000 units, each
unit consisting of one share of Common Stock, and five-year warrants
(the "Supplemental Purchase Agreement Warrants") to purchase 2.5 shares
of Common Stock at an initial exercise price of $0.50 per share, for
aggregate consideration of $185,000 pursuant to a Supplemental Common
Stock and Five-Year Warrant Purchase Agreement (the "Supplemental
Purchase Agreement") dated as of October 26, 1998 by and among the
Issuer, the Supplemental Purchase Agreement Investors and Sam Oolie and
Samuel Gottfried.
The Supplemental Purchase Agreement allows the Supplemental
Purchase Agreement Investors to purchase a total of 960,000 units, each
unit consisting of one share of Common Stock and Supplemental Purchase
Agreement Warrants to purchase 2.5 shares of Common Stock, for total
aggregate consideration of $480,000 (the "Supplemental Purchase
Agreement Units"). The Supplemental Purchase Agreement sets forth
conditions for the purchase of the remaining 590,000 units (the
"Remaining Supplemental Purchase Agreements Units") by the Supplemental
Purchase Agreement Investors.
Section 2.1(b) of the Purchase Agreement provides that if, prior
to August 31, 1999, the Issuer has entered into binding contracts with
nuclear power generating companies or their contractors providing for
gross sales of more than $100,000 of the Issuer's fire retardant
products during the first year of such contracts to upgrade fire
protection of control wiring at nuclear power generating facilities,
the Purchase Agreement Investors will purchase an aggregate of 166,667
additional units (the "Second Tranche Units"), each unit consisting of
one share of Common Stock and Warrants to purchase 2.5 shares of Common
Stock at an initial exercise price of $1.00 per share, for a purchase
price of $0.90 per unit or an aggregate purchase price of $150,000.30.
Section 2.2 of the Purchase Agreement provides that if for the
fiscal year ending August 31, 1999, the Issuer has net sales of
$2,000,000 or more and pre-tax earnings of $400,000 or more, the
Purchase Agreement Investors will purchase on September 15, 1999 an
aggregate of 557,557 additional units ("Second Closing Units"), each
Second Closing Unit consisting of one share of Common Stock and
Warrants to purchase 2.5 shares of Common Stock at an initial exercise
price of $1.00 per share, for a purchase price of $0.90 per Second
Closing Unit or an aggregate purchase price of $500,001.30. If the
Issuer fails to meet the net sales and pre-tax earnings thresholds set
forth above, the Purchase Agreement Investors may nevertheless, at
their option, purchase all or part of their Second Closing Units.
The Supplement Purchase Agreement amended Section 2.1(b) and
Section 2.2 of the Purchase Agreement to provide that the purchase
price for the Second Tranche Units and the Second Closing Units will be
reduced from $0.90 to $0.75 and the exercise price of each Purchase
Agreement Warrant to be issued in the Second Tranche Closing and the
Second Closing, if the conditions for such closings are satisfied, will
be reduced from $1.00 to $0.75 per share of Common Stock.
For purposes of this Form 4, the amendments to Section 2.1(b) and
Section 2.2 of the Purchase Agreement have been reported as the
cancellation without consideration of the Second Tranche Units (the
"Canceled Second Tranche Units") and the Second Closing Units (the
"Canceled Second Closing Units") and the issuance of new Second Tranche
Units (the "New Second Tranche Units") and new Second Closing Units
(the "New Second Closing Units") under the terms of the amended
Purchase Agreement.
The filing of this statement is not an admission by any Reporting
Person that such Reporting Person and any other person or persons
constitute a "group" for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that any
Reporting Person is the beneficial owner of any securities owned by any
other person.
Explanations of Table I, Item 4 and Table II, Item 8
(1) The reported securities are included within 370,000 units
purchased by the Supplemental Purchase Agreement Investors for $0.50
per unit. Each unit consists of one share of Common Stock and
Supplemental Purchase Agreement Warrants to purchase 2.5 shares of
Common Stock.
(2) No transactions in the reported securities took place in the
period covered by this Form 4.
(3) During the period covered by this Form 4, the Supplemental
Purchase Agreement Investors acquired contractual rights with respect
to the possible future acquisition of the reported securities. No
specific consideration was attributed to these contractual rights.
(4) During the period covered by this Form 4, the terms of the
Second Tranche Units and the Second Closing Units were amended. The
Reporting Persons have reported such amendment as the cancellation
without consideration of the Canceled Second Tranche Units and the
Canceled Second Closing Units and the issuance of the New Second
Tranche Units and the New Second Closing Units.
NF PARTNERS, LLC
/s/ Andrew H. Tisch
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of the Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Andrew H. Tisch
------------------------------
(LAST) (FIRST) (MIDDLE)
667 Madison Avenue
-------------------------------------------
(STREET)
New York, New York 10021
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
Common Stock
2. Transaction Date:
(Month/Day/Year)
Common Stock -
Common Stock - 10/28/98
3. Transaction Code:
(Instr. 8)
Code V
Common Stock -
Common Stock - P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<TABLE>
<CAPTION>
Amount (A) or (D) Price
<S> <C> <C> <C>
Common Stock - - -
Common Stock - 241,061 A (1) (See Explanation to Form 4 of NFP)
</TABLE>
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
Common Stock - 160,000
Common Stock - 1,094,235
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
Common Stock - D
Common Stock - I
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Andrew H. Tisch may be deemed to have indirect beneficial ownership of
securities owned by NFP by virtue of his status as manager of NFP and
as managing trustee of trusts, one of which is a general partner of FP
and others of which are (i) members of 4-14P or (ii) partners of
partnerships which are members of 4-14-P or (iii) partners of
partnerships which are partners of partnerships which are members of
4-14P.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Warrants Expiring 2001 ("2001 Warrants")
Warrants Expiring 2002, exercise price $2.00 per share ("2002 $2
Warrants")
Warrants Expiring 2002 exercise price $3.00 per share ("2002
$3 Warrants")
Supplemental Purchase Agreement Warrants
Five-Year Warrants
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
2001 Warrants - $2.00 per share of Common Stock
2002 $2 Warrants - $2.00 per share of Common Stocks
2002 $3 Warrants - $3.00 per share of Common Stocks
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
A - Supplemental Purchase Agreement Warrants - 602,652
Five-Year Warrants -
A - Remaining Supplemental Units - 384,394
A - New Second Tranche Units - 102,381
A - New Second Closing Units - 341,270
D - Canceled Second Tranche Units - 102,381
D - Canceled Second Closing Units - 341,270
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
2001 Warrants - November 13, 1996
2002 $2 Warrants - September 22, 1997
2002 $3 Warrants - September 22, 1997
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
2001 Warrants - November 13, 2001
2002 $2 Warrants - September 22, 2002
2002 $3 Warrants - September 22, 2002
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
2001 Warrants - Common Stock
2002 $2 Warrants - Common Stock
2002 $3 Warrants - Common Stock
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
2001 Warrants - 50,000 shares of Common Stock
2002 $2 Warrants - 50,000 shares of Common Stock
2002 $3 Warrants - 25,000 shares of Common Stock
Supplemental Purchase Agreement Warrants - 602,652 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
Remaining Supplemental Units - 384,394 shares of Common Stock and
Warrants exercisable for 960,986 shares of
Common Stock
New Second Tranche Units - 102,381 shares of Common Stock and
Warrants exercisable for 255,952 shares of
Common Stock
New Second Closing Units - 341,270 shares of Common Stock and
Warrants exercisable for 853,175 shares of
Common Stock
Canceled Second Tranche Units - 102,381 shares of Common Stock and
Warrants exercisable for 255,952 shares of
Common Stock
Canceled Second Closing Units - 341,270 shares of Common Stock and
Warrants exercisable for 853,175 shares of
Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
2001 Warrants - (2) (See explanation to Form 4 of NFP)
2002 $2 Warrants - (2) (See explanation to Form 4 of NFP)
2002 $3 Warrants - (2) (See explanation to Form 4 of NFP)
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
2001 Warrants - 50,000
2002 $2 Warrants - 50,000
2002 $3 Warrants - 25,000
Supplemental Purchase Agreement Warrants - 602,652
Five-Year Warrants - 2,132,935
Remaining Supplemental Units - 384,394
New Second Tranche Units - 102,381
New Second Closing Units - 341,270
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
2001 Warrants - D
2002 $2 Warrants - D
2002 $3 Warrants - D
Supplemental Purchase Agreement Warrants - I
Five-Year Warrants - I
Remaining Supplemental Units - I
New Second Tranche Units - I
New Second Closing Units - I
Canceled Second Tranche Units - I
Canceled Second Closing Units - I
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Andrew H. Tisch may be deemed to have indirect beneficial ownership of
securities owned by NFP by virtue of his status as manager of NFP and
as managing trustee of trusts, one of which is a general partner of FP
and others of which are (i) members of 4-14P or (ii) partners of
partnerships which are members of 4-14-P or (iii) partners of
partnerships which are partners of partnerships which are members of
4-14P.
Explanation of Responses:
/s/ Andrew H. Tisch
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
JMC Investments LLC
------------------------------
(LAST) (FIRST) (MIDDLE)
125 Brett Lane
-------------------------------------------
(STREET)
Fairfield, CT 06430
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
11,212 A (1) ( See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
50,895
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
</TABLE>
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 28,030
- Five-Year Warrants -
A - Remaining Supplemental Units - 17,879
A - New Second Tranche Units - 4,762
A - New Second Closing Units - 15,873
D - Canceled Second Tranche Units - 4,762
D - Canceled Second Closing Units - 15,873
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 28,030 shares of Common Stock
Five-Year Warrants - 99,208 shares of Common Stock
Remaining Supplemental Units - 17,879 shares of Common Stock and Warrants
exercisable for 44,697 shares of Common
Stock
New Second Tranche Units - 4,762 shares of Common Stock and Warrants
exercisable for 11,905 shares of Common
Stock
New Second Closing Units - 15,873 shares of Common Stock and Warrants
exercisable for 39,682 shares of Common
Stock
Canceled Second Tranche Units - 4,762 shares of Common Stock and Warrants
exercisable for 11,905 shares of Common
Stock
Canceled Second Closing Units - 15,873 shares of Common Stock and Warrants
exercisable for 39,682 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 for NFP)
Five-Year Warrants - (2) (See explanation to Form 4 for NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 for NFP)
New Second Tranche Units - (4) (See explanation to Form 4 for NFP)
New Second Closing Units - (4) (See explanation to Form 4 for NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 for NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 for NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 28,030
Five-Year Warrants - 99,208
Remaining Supplemental Units - 17,879
New Second Tranche Units - 4,762
New Second Closing Units - 15,873
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
JMC INVESTMENTS, LLC
/s/ John Capozzi
- --------------------------------
**Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
John Capozzi
------------------------------
(LAST) (FIRST) (MIDDLE)
125 Brett Lane
-------------------------------------------
(STREET)
Fairfield, CT 06430
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
Common Stock
2. Transaction Date:
(Month/Day/Year)
Common Stock -
Common Stock - 10/28/98
3. Transaction Code:
(Instr. 8)
Code V
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<TABLE>
<CAPTION>
Amount (A) or (D) Price
<S> <C> <C> <C>
Common Stock - - -
Common Stock - 11,212 A (1) (See explanation to Form 4 of NFP)
</TABLE>
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
Common Stock - 100,000
Common Stock - 50,895
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
Common Stock - I
Common Stock - I
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
John Capozzi may be deemed to have indirect beneficial ownership
of 50,895 shares of Common Stock owned by JMC Investments LLC, of which he is a
member.
John Capozzi may be deemed to have indirect beneficial ownership
of 100,000 shares of Common Stock owned by his wife.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
Consultant Warrants (See explanation)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Consultant Warrants - $2.00 per share of Common Stock
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
Consultant Warrants -
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
Consultant Warrant -
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 28,030
A - Five-Year Warrants -
A - Remaining Supplemental Units - 17,879
A - New Second Tranche Units - 4,762
A - New Second Closing Units - 15,873
D - Canceled Second Tranche Units - 4,762
D - Canceled Second Closing Units - 15,873
Consultant Warrants -
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
Consultant Warrants - (See explanation)
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
Consultant Warrants - (See explanation)
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
Consultant Warrants - Common Stock
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 28,030 shares of Common Stock
Five-Year Warrants - 99,208 shares of Common Stock
Remaining Supplemental Units - 17,879 shares of Common Stock and Warrants
exercisable for 44,697 shares of Common
Stock
New Second Tranche Units - 4,762 shares of Common Stock and Warrants
exercisable for 11,905 shares of Common
Stock
New Second Closing Units - 15,873 shares of Common Stock and Warrants
exercisable for 39,682 shares of Common
Stock
Canceled Second Tranche Units - 4,762 shares of Common Stock and Warrants
exercisable for 11,905 shares of Common
Stock
Canceled Second Closing Units - 15,873 shares of Common Stock and Warrants
exercisable for 39,682 shares of Common
Stock
Consultant Warrants - 75,000 Shares of Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
Consultant Warrants - (See explanation)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 28,030
Five-Year Warrants - 99,208
Remaining Supplemental Units - 17,879
New Second Tranche Units - 4,762
New Second Closing Units - 15,873
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
Consultant Warrants - 75,000
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - I
Five-Year Warrants - I
Remaining Supplemental Units - I
New Second Tranche Units - I
New Second Closing Units - I
Canceled Second Tranche Units - I
Canceled Second Closing Units - I
Consultant Warrants - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
John Capozzi may be deemed to have indirect beneficial ownership of
securities owned by JMC Investments LLC, of which he is a member.
Explanation of Responses:
John Capozzi has acted as a consultant to the Issuer's Board of Directors
commencing June 16, 1998. The Issuer will provide him as compensation for such
services with five-year Warrants ("Consultant Warrants") to purchase 75,000
shares of Common Stock at an exercise price of $2.00 per share. Such 75,000
Consultant Warrants will vest at the rate of 1,250 Consultant Warrants monthly
for so long as Mr. Capozzi continues to perform such consulting services over a
five year period commencing June 16, 1998. In the event of any termination of
the Issuer's consulting arrangement with JMC Industries, Inc. ("JMCII") for
cause, any voluntary termination by JMCII, or the death, incapacity, or
resignation or withdrawal from JMCII of John Capozzi, only those Consultant
Warrants vested on the date of termination will remain with JMCII.
/s/ John Capozzi
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Ravitch Rice & Company LLC
------------------------------
(LAST) (FIRST) (MIDDLE)
610 Fifth Avenue
Suite 420
-------------------------------------------
(STREET)
New York, New York 10020
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
5,606 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
25,447
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation of Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 14,015
Five-Year Warrants -
A - Remaining Supplemental Units - 8,939
A - New Second Tranche Units - 2,381
A - New Second Closing Units - 7,937
D - Canceled Second Tranche Units - 2,381
D - Canceled Second Closing Units - 7,937
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 26, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 14,015 shares of Common Stock
Five-Year Warrants - 49,603 shares of Common Stock
Remaining Supplemental Units - 8,939 shares of Common Stock and Warrants
exercisable for 22,348 shares of Common
Stock
New Second Tranche Units - 2,381 shares of Common Stock and Warrants
exercisable for 5,953 shares of Common
Stock
New Second Closing Units - 7,937 shares of Common Stock and Warrants
exercisable for 19,842 shares of Common
Stock
Canceled Second Tranche Units - 2,381 shares of Common Stock and Warrants
exercisable for 5,953 shares of Common
Stock
Canceled Second Closing Units - 7,937 shares of Common Stock and Warrants
exercisable for 19,842 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 14,015
Five-Year Warrants - 49,603
Remaining Supplemental Units - 8,939
New Second Tranche Units - 2,381
New Second Closing Units - 7,937
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
The sole members of RRC are Richard Ravitch and Donald S. Rice. Each of Mr.
Ravitch and Mr. Rice has a business address at 610 Fifth Avenue, Suite 420, New
York, New York 10020.
RAVITCH RICE & COMPANY LLC
/s/ Donald S. Rice
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Barry Bloom
------------------------------
(LAST) (FIRST) (MIDDLE)
46 Woodmere Drive
-------------------------------------------
(STREET)
Summit, New Jersey 07901
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
10,091 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
45,805
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 25,227
- Five-Year Warrants -
A - Remaining Supplemental Units - 16,091
A - New Second Tranche Units - 4,286
A - New Second Closing Units - 14,286
D - Canceled Second Tranche Units - 4,286
D - Canceled Second Closing Units - 14,286
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 25,227 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
Remaining Supplemental Units - 16,091 shares of Common Stock and Warrants
exercisable for 40,228 shares of Common
Stock
New Second Tranche Units - 4,286 shares of Common Stock and Warrants
exercisable for 10,715 shares of Common
Stock
New Second Closing Units - 14,286 shares of Common Stock and Warrants
exercisable for 35,715 shares of Common
Stock
Canceled Second Tranche Units - 4,286 shares of Common Stock and Warrants
exercisable for 10,715 shares of Common
Stock
Canceled Second Closing Units - 14,286 shares of Common Stock and Warrants
exercisable for 35,715 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 25,227
Five-Year Warrants - 89,285
Remaining Supplemental Units - 16,091
New Second Tranche Units - 4,286
New Second Closing Units - 14,286
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
/s/ Barry Bloom
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Robyn Samuels
------------------------------
(LAST) (FIRST) (MIDDLE)
150 West End Avenue, Apt. 5M
-------------------------------------------
(STREET)
New York, New York 10023
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
2,242 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
10,178
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 5,606
- Five-Year Warrants -
A - Remaining Supplemental Units - 3,576
A - New Second Tranche Units - 952
A - New Second Closing Units - 3,175
D - Canceled Second Tranche Units - 952
D - Canceled Second Closing Units - 3,175
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 5,606 shares of Common Stock
Five-Year Warrants - 19,840 shares of Common Stock
Remaining Supplemental Units - 3,576 shares of Common Stock and Warrants
exercisable for 8,939 shares of Common
Stock
New Second Tranche Units - 952 shares of Common Stock and Warrants
exercisable for 2,380 shares of Common
Stock
New Second Closing Units - 3,175 shares of Common Stock and Warrants
exercisable for 7,938 shares of Common
Stock
Canceled Second Tranche Units - 952 shares of Common Stock and Warrants
exercisable for 2,380 shares of Common
Stock
Canceled Second Closing Units - 3,175 shares of Common Stock and Warrants
exercisable for 7,938 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 5,606
Five-Year Warrants - 19,840
Remaining Supplemental Units - 3,576
New Second Tranche Units - 952
New Second Closing Units - 3,175
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
/s/ Robyn Samuels
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Paul A. Downey
------------------------------
(LAST) (FIRST) (MIDDLE)
22200 Puccioni Road
-------------------------------------------
(STREET)
Healdsburg, CA 95448
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
11,212 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
50,895
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 28,030
- Five-Year Warrants -
A - Remaining Supplemental Units - 17,879
A - New Second Tranche Units - 4,762
A - New Second Closing Units - 15,873
D - Canceled Second Tranche Units - 4,762
D - Canceled Second Closing Units - 15,873
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 28,030 shares of Common Stock
Five-Year Warrants - 99,208 shares of Common Stock
Remaining Supplemental Units - 17,879 shares of Common Stock and Warrants
exercisable for 44,697 shares of Common
Stock
New Second Tranche Units - 4,762 shares of Common Stock and Warrants
exercisable for 11,905 shares of Common
Stock
New Second Closing Units - 15,873 shares of Common Stock and Warrants
exercisable for 39,682 shares of Common
Stock
Canceled Second Tranche Units - 4,762 shares of Common Stock and Warrants
exercisable for 11,905 shares of Common
Stock
Canceled Second Closing Units - 15,873 shares of Common Stock and Warrants
exercisable for 39,682 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 28,030
Five-Year Warrants - 99,208
Remaining Supplemental Units - 17,879
New Second Tranche Units - 4,762
New Second Closing Units - 15,873
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
/s/ Paul Downey
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Robert N. Downey
------------------------------
(LAST) (FIRST) (MIDDLE)
755 Park Avenue, Apt. 8B
-------------------------------------------
(STREET)
New York, New York 10021
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
78,485 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
356,262
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 196,212
- Five-Year Warrants -
A - Remaining Supplemental Units - 125,151
A - New Second Tranche Units - 33,333
A - New Second Closing Units - 111,111
D - Canceled Second Tranche Units - 33,333
D - Canceled Second Closing Units - 111,111
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 196,212 shares of Common Stock
Five-Year Warrants - 694,442 shares of Common Stock
Remaining Supplemental Units - 125,151 shares of Common Stock and
Warrants exercisable for 312,878 shares of
Common Stock
New Second Tranche Units - 33,333 shares of Common Stock and Warrants
exercisable for 83,333 shares of Common
Stock
New Second Closing Units - 111,111 shares of Common Stock and
Warrants exercisable for 277,778 shares of
Common Stock
Canceled Second Tranche Units - 33,333 shares of Common Stock and Warrants
exercisable for 83,333 shares of Common
Stock
Canceled Second Closing Units - 111,111 shares of Common Stock and
Warrants exercisable for 277,778 shares of
Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 196,212
Five-Year Warrants - 694,442
Remaining Supplemental Units - 125,151
New Second Tranche Units - 33,333
New Second Closing Units - 111,111
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
/s/ Robert N. Downey
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Robert H. Savage
------------------------------
(LAST) (FIRST) (MIDDLE)
5 Crooked Mile Road
-------------------------------------------
(STREET)
Westport, CT 06880
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
3. Transaction Code:
(Instr. 8)
Code V
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
79,365
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Five-Year Warrants (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Five-Year Warrants -
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Five-Year Warrants -
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
- Five Year Warrants -
A - New Second Tranche Units - 9,524
A - New Second Closing Units - 31,746
D - Canceled Second Tranche Units - 9,524
D - Canceled Second Closing Units - 31,746
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Five-Year Warrants - June 16, 1998
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Five-Year Warrants - June 16, 2003
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
<TABLE>
<S> <C>
Five-Year Warrants - 198,412 shares of Common Stock
New Second Tranche Units - 9,524 shares of Common Stock and Warrants
exercisable for 23,810 shares of Common
Stock
New Second Closing Units - 31,746 shares of Common Stock and Warrants
exercisable for 79,365 shares of Common
Stock
Canceled Second Tranche Units - 9,524 shares of Common Stock and Warrants
exercisable for 23,810 shares of Common
Stock
Canceled Second Closing Units - 31,746 shares of Common Stock and Warrants
exercisable for 79,365 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Five-Year Warrants - 198,412
New Second Tranche Units - 9,524
New Second Closing Units - 31,746
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
/s/ Robert Savage
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
<PAGE>
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 10/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"),
Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC,
Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H.
Savage and Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Thomas M. Steinberg
------------------------------
(LAST) (FIRST) (MIDDLE)
199 Aycrigg Avenue
-------------------------------------------
(STREET)
Passaic Park, NJ 07095
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/98
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
_X___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
10/28/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
10,091 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
45,805
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Canceled Second Tranche Units (See explanation to Form 4 of NFP)
Canceled Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Canceled Second Tranche Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
Canceled Second Closing Units - $0.90 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $1.00 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 10/28/98
Five-Year Warrants -
Remaining Supplemental Units - 10/28/98
New Second Tranche Units - 10/28/98
New Second Closing Units - 10/28/98
Canceled Second Tranche Units - 10/28/98
Canceled Second Closing Units - 10/28/98
4. Transaction Code:
(Instr. 8)
Code
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - P
New Second Tranche Units - P
New Second Closing Units - P
Canceled Second Tranche Units - J (See explanation to Form 4 of NFP)
Canceled Second Closing Units - J (See explanation to Form 4 of NFP)
</TABLE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
A - Supplemental Purchase Agreement Warrants - 25,227
Five-Year Warrants -
A - Remaining Supplemental Units - 16,091
A - New Second Tranche Units - 4,286
A - New Second Closing Units - 14,286
D - Canceled Second Tranche Units - 4,286
D - Canceled Second Closing Units - 14,286
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<TABLE>
<CAPTION>
Date Exercisable
<S> <C>
Supplemental Purchase Agreement Warrants - October 28, 1998
Five-Year Warrants - June 16, 1998
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - No later than August 31, 1999
Canceled Second Closing Units - September 15, 1999
</TABLE>
Expiration Date
Supplemental Purchase Agreement Warrants - October 28, 2003
Five-Year Warrants - June 16, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Canceled Second Tranche Units - August 31, 1999
Canceled Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Canceled Second Tranche Units - Common Stock and Warrants
Canceled Second Closing Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 25,227 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
Remaining Supplemental Units - 16,091 shares of Common Stock and Warrants
exercisable for 40,228 shares of Common
Stock
New Second Tranche Units - 4,286 shares of Common Stock and Warrants
exercisable for 10,715 shares of Common
Stock
New Second Closing Units - 14,286 shares of Common Stock and Warrants
exercisable for 35,715 shares of Common
Stock
Canceled Second Tranche Units - 4,286 shares of Common Stock and Warrants
exercisable for 10,715 shares of Common
Stock
Canceled Second Closing Units - 14,286 shares of Common Stock and Warrants
exercisable for 35,715 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (4) (See explanation to Form 4 of NFP)
New Second Closing Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Tranche Units - (4) (See explanation to Form 4 of NFP)
Canceled Second Closing Units - (4) (See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 25,227
Five-Year Warrants - 89,285
Remaining Supplemental Units - 16,091
New Second Tranche Units - 4,286
New Second Closing Units - 14,286
Canceled Second Tranche Units - 0
Canceled Second Closing Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
Canceled Second Tranche Units - D
Canceled Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
/s/ Thomas Steinberg
- --------------------------------
** Signature of Reporting Person
Date: November 10, 1998
