UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
(Print or Type Responses)
1. Name and Address of Reporting Person:
NF Partners, LLC
c/o Andrew H. Tisch
667 Madison Avenue
New York, New York 10021
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
853,174 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation)
Second Closing Units (See explanation)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 2,132,935 shares of Common Stock
Second Tranche Units - 102,381 shares of Common Stock and
Warrants exercisable for 255,952 shares of Common
Stock
Second Closing Units - 341,270 shares of Common Stock and
Warrants exercisable for 853,175 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
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 3 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 3 is also
being filed on behalf of Andrew H. Tisch and John Capozzi (Messrs.
Tisch and 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 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 ("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. The
filing of this statement is not an admission by any Reporting Person
that such Reporting Person and any other Reporting Person or Reporting
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.
Each Reporting Person disclaims beneficial ownership of any shares of
Common Stock owned by any other Reporting Person, except to the extent
that beneficial ownership is expressly reported herein.
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.
The Purchase Agreement also 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.
NF PARTNERS, LLC
By: /s/Andrew H. Tisch
Andrew H. Tisch
Manager
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
667 Madison Avenue
New York, New York 10021
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
Common Stock
2. Amount of Securities Beneficially Owned
160,000 shares
853,174 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
I
4. Nature of Indirect Beneficial Ownership
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.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
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")
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
2001 Warrants - November 13, 1996
2002 $2 Warrants - September 22, 1997
2002 $3 Warrants - September 22, 1997
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
2001 Warrants - November 13, 2001
2002 $2 Warrants - September 22, 2002
2002 $3 Warrants - September 22, 2002
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
2001 Warrants - Common Stock
2002 $2 Warrants - Common Stock
2002 $3 Warrants - Common Stock
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
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
Warrants - 2,132,935 shares of Common Stock
Second Tranche Units - 102,381 shares of Common Stock and
Warrants exercisable for 255,952 shares of Common
Stock
Second Closing Units - 341,270 shares of Common Stock and
Warrants exercisable for 853,175 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
2001 Warrants - $2.00 per shares of Common Stock
2002 $2 Warrants - $2.00 per share of Common Stock
2002 $3 Warrants - $3.00 per share of Common Stock
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
2001 Warrants - D
2002 $2 Warrants - D
2002 $3 Warrants - D
Warrants - I
Second Tranche Units -I
Second Closing Units -I
6. Nature of Indirect Beneficial Ownership
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
Andrew H. Tisch
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
125 Brett Lane
Fairfield, CT 06430
Attn: Mr. John Capozzi
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
39, 683 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 99,208 shares of Common Stock
Second Tranche Units - 4,762 shares of Common Stock and
Warrants exercisable for 11,905 shares of Common
Stock
Second Closing Units - 15,873 shares of Common Stock and
Warrants exercisable for 39,682 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
JMC INVESTMENTS LLC
By: /s/ John Capozzi
John Capozzi, Manager
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
125 Brett Lane
Fairfield, CT 06430
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
Common Stock
2. Amount of Securities Beneficially Owned
39,683 shares
100,000 shares
3. Ownership Form: Direct (D) or Indirect (I)
I
I
4. Nature of Indirect Beneficial Ownership
John Capozzi may be deemed to have indirect beneficial
ownership of 39,683 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.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
Consultant Warrants (See explanation)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Consultant Warrants (See explanation)
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
Consultant Warrants (See explanation)
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Consultant Warrants - Common Stock
Amount or Number of Shares
Warrants - 99,208 shares of Common Stock
Second Tranche Units - 4,762 shares of Common Stock and
Warrants exercisable for 11,905 shares of Common
Stock
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
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - I
Second Tranche Units -I
Second Closing Units -I
Consultant Warrants - D
6. Nature of Indirect Beneficial Ownership
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 will act 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 on 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
John Capozzi
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
610 Fifth Avenue
Suite 420
New York, NY 10020
Attn: Mr. Donald S. Rice
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
19,841 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 49,603 shares of Common Stock
Second Tranche Units - 2,381 shares of Common Stock and
Warrants exercisable for 5,953 shares of Common
Stock
Second Closing Units - 7,937 shares of Common Stock and
Warrants exercisable for 19,842 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
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
By: /s/ Donald S. Rice
Donald S. Rice
Managing Director
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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 L. Bloom
46 Woodmere Drive
Summit, NJ 07901
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
35,714 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 89,285 shares of Common Stock
Second Tranche Units - 4,286 shares of Common Stock and
Warrants exercisable for 10,715 shares of Common
Stock
Second Closing Units - 14,286 shares of Common Stock and
Warrants exercisable for 35,715 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
/s/ Barry L. Bloom
Barry L. Bloom
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
150 West End Avenue, Apt. 5M
New York, NY 10023
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
7,936 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five-Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 19,840 shares of Common Stock
Second Tranche Units - 952 shares of Common Stock and
Warrants exercisable for 2,380 shares of Common
Stock
Second Closing Units - 3,175 shares of Common Stock and
Warrants exercisable for 7,938 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants -- D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
/s/ Robyn Samuels
Robyn Samuels
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
1100 Sacramento Street - Suite 110
San Francisco, CA 94108
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
39,683
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 99,208 shares of Common Stock
Second Tranche Units - 4,762 shares of Common Stock and
Warrants exercisable for 11,905 shares of Common
Stock
Second Closing Units - 15,873 shares of Common Stock and
Warrants exercisable for 39,682 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
/s/ Paul A. Downey
Paul A. Downey
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
755 Park Avenue, Apt. 8B
New York, NY 10021
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
277,777
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 694,442 shares of Common Stock
Second Tranche Units - 33,333 shares of Common Stock and
Warrants exercisable for 83,333 shares of Common
Stock
Second Closing Units - 111,111 shares of Common Stock and
Warrants exercisable for 277,778 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
/s/ Robert N. Downey
Robert N. Downey
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
5 Crooked Mile Road
Westport, CT 06880
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
79,365 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 198,412 shares of Common Stock
Second Tranche Units - 9,524 shares of Common Stock and
Warrants exercisable for 23,810 shares of Common
Stock
Second Closing Units - 31,746 shares of Common Stock and
Warrants exercisable for 79,365 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units -D
Second Closing Units -D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
/s/ Robert H. Savage
Robert H. Savage
Date: June 26, 1998
<PAGE>
Attachment To Form 3 of NF Partners, LLC
in Respect of Common Stock, Par Value $0.20 Per Share,
of NoFire Technologies, Inc. (NFTI)
Date of Event Requiring Statement: 6/16/98
This Form 3 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
199 Aycrigg Avenue
Passaic Park, NJ 07055
2. Date of Event Requiring Statement (Month/Day/Year)
6/16/98
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
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 Beneficially Owned
1. Title of Security
Common Stock, par value $0.20 per share ("Common Stock")
2. Amount of Securities Beneficially Owned
35,714 shares
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
Five -Year Warrants ("Warrants")
Second Tranche Units (See explanation to Form 3 of NFP)
Second Closing Units (See explanation to Form 3 of NFP)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Warrants - June 16, 1998
Second Tranche Units - No later than August 31, 1999
Second Closing Units - September 15, 1999
Expiration Date
Warrants - June 16, 2003
Second Tranche Units - August 31, 1999
Second Closing Units - September 15, 1999
3. Title and Amount of Securities Underlying Derivative Security
Title
Warrants - Common Stock
Second Tranche Units - Common Stock and Warrants
Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Warrants - 89,285 shares of Common Stock
Second Tranche Units - 4,286 shares of Common Stock and
Warrants exercisable for 10,715 shares of Common
Stock
Second Closing Units - 14,286 shares of Common Stock and
Warrants exercisable for 35,715 shares of Common
Stock
4. Conversion or Exercise Price of Derivative Security
Warrants - $1.00 per share of Common Stock
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)
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)
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
Warrants - D
Second Tranche Units - D
Second Closing Units - D
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
/s/ Thomas M. Steinberg
Thomas M. Steinberg
Date: June 26, 1998
