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:
4/99
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Page 2 of 85 Pages
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)
4/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
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Page 3 of 85 Pages
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
76,786 A (1) (See explanation)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,666,328
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).
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
New Second Tranche Units (See explanation)
New Second Closing Units (See explanation)
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Page 4 of 85 Pages
Second Supplemental Purchase Agreement Warrants
Remaining Second Supplemental Purchase Agreement Units ("Remaining
Second Supplemental Units") (See explanation)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
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)
Second Supplemental Purchase $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental Units $0.72 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.72
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
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Page 5 0f 85 Pages
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A - Supplemental Purchase Agreement Warrants - 191,964
D - Remaining Second Supplemental Units - 76,786
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement
Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement
Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
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Page 6 of 85 Pages
Second Supplemental Purchase Agreement
Warrants - March 29, 2004/April 27, 2004
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement
Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 1,563,638 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
New Second Tranche Units - 122,857 shares of Common Stock and
Warrants exercisable for 307,143
shares of Common Stock
New Second Closing Units - 409,524 shares of Common Stock and
Warrants exercisable for 1,023,810
shares of Common Stock
Second Supplemental Purchase Agreement 469,247 shares of Common Stock
Warrants
Remaining Second Supplemental Units 494,842 shares of Common Stock and
Warrants exercisable for 1,237,104
shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement Warrants - (2) (See explanation)
Five-Year Warrants - (2) (See explanation)
New Second Tranche Units - (2) (See explanation)
New Second Closing Units - (2) (See explanation)
Second Supplemental Purchase Agreement Warrants (1) (See explanation)
Remaining Second Supplemental Units (3) (See explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month:
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Page 7 of 85 Pages
(Instr. 4)
Supplemental Purchase Agreement Warrants - 1,563,638
Five-Year Warrants - 2,132,935
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
Second Supplemental Purchase Agreement Warrants 469,247
Remaining Second Supplemental Units 494,842
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants D
Remaining Second Supplemental 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"), Four-Fourteen Partners, LLC, a Delaware limited
liability company ("4-14P") and Three Partners, a New York general
partnership ("TP"). 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. The sole partners of TP are Steven E. Tisch
1992 Trust, for which Steven E. Tisch is the managing trustee, Jonathan
M. Tisch 1992 Trust , for which Jonathan M. Tisch is the managing
trustee, and
<PAGE>
Page 8 of 85 Pages
Laurie Tisch Sussman 1992 Trust, for which Laurie Tisch Sussman is the
managing trustee.
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 by 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,
excluding Robert H. 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 allowed 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").
On November 23, 1998, the Supplemental Purchase Agreement
Investors purchased from the Issuer in a private placement an aggregate
of 150,000 units, each unit consisting of one share of Common Stock,
and Supplemental Purchase Agreement Warrants to purchase 2.5 shares of
Common Stock at an initial exercise price of $.50 per share, for
aggregate consideration of $75,000 pursuant to the Supplemental
Purchase Agreement.
On December 22, 1998, the Supplemental Purchase Agreement
Investors purchased from the Issuer in a private placement an aggregate
of 220,000 units, each unit consisting of one share of Common Stock,
and Supplemental Purchase
<PAGE>
Page 9 of 85 Pages
Agreement Warrants to purchase 2.5 shares of Common Stock at an initial
exercise price of $.50 per share, for aggregate consideration of
$110,000 pursuant to the Supplemental Purchase Agreement.
On January 19, 1999, the Supplemental Purchase Agreement
Investors purchased from the Issuer in a private placement the
remaining 220,000 units available pursuant to the Supplemental Purchase
Agreement, each unit consisting of one share of Common Stock, and
Supplemental Purchase Agreement Warrants to purchase 2.5 shares of
Common Stock at an initial exercise price of $.50 per share, for
aggregate consideration of $110,000.
On March 26, 1999, the Issuer, the Purchase Agreement
Investors, Sam Oolie and Samuel Gottfried entered into the Second
Supplemental Common Stock and Five-Year Warrant Purchase Agreement,
dated March 22, 1999 (the "Second Supplemental Purchase Agreement"),
allowing the Purchase Agreement Investors to purchase a total of
1,111,112 units, each unit consisting of one share of Common Stock and
five-year warrants (the "Second Supplemental Purchase Agreement
Warrants") to purchase 2.5 shares of Common Stock, for total aggregate
consideration of $800,000 (the "Second Supplemental Purchase Agreement
Units"). On March 30, 1999, the Purchase Agreement Investors purchased
an aggregate of 180,556 Second Supplemental Purchase Agreement Units
for total aggregate consideration of $130,000.10. The Second
Supplemental Purchase Agreement sets forth conditions for the purchase
of the remaining 930,556 units (the "Remaining Second Supplemental
Purchase Agreement Units") by the Purchase Agreement Investors. The
Purchase Agreement Investors may, but are not required to purchase the
Remaining Second Supplemental Purchase Agreement Units if requested by
the Company on or before September 22, 1999, or at their option
exercised on or before that date.
On April 28, 1999, the Purchase Agreement Investors purchased
from the Issuer in a private placement an aggregate of 125,000 units,
each unit consisting of one share of common stock and Second
Supplemental Purchase Agreement Warrants to purchase 2.5 shares of
common stock at an initial exercise price of $.72 per share, for
aggregate consideration of $90,000 pursuant to the Second Supplemental
Purchase Agreement.
All of the Second Supplemental Purchase Agreement Units
acquired by NFP on March 30, 1999 and April 28, 1999 were allocated to
TP.
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
$150,000.30 of additional units (the "Second Tranche Units"), each unit
<PAGE>
Page 10 of 85 Pages
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.
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 $500,001.30 of 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. 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.
The Second Supplemental Purchase Agreement amended Section
2.1(b) of the Purchase Agreement to provide that while the Purchase
Agreement Investors will have no obligation to purchase investment
units at the Second Tranche Closing unless the condition therefor has
been met by August 31, 1999, the Purchase Agreement Investors will have
the option to purchase up to 200,000 investment units, each unit
consisting of one share of Common Stock, and five-year Warrants to
purchase 2.5 shares of Common Stock at an initial exercise price of
$0.75 per share, for total aggregate consideration of up to $150,000 at
any time from August 31, 1999 through August 31, 2000.
In addition, the Second Supplemental Purchase Agreement
amended Section 2.2 of the Purchase Agreement to provide that the
Purchase Agreement Investors will have the right, but not the
obligation unless the conditions therefor have been met by August 31,
1999, to purchase up to 666,668 investment units consisting of one
share of Common Stock, and five-year Warrants to purchase 2.5 shares of
Common Stock at an initial exercise price of $0.75 per share for total
aggregate consideration of up to $500,000.25 at any time from September
15, 1999 through September 15, 2000.
For purposes of this Form 4, the Second Tranche Units and the
Second Closing Units, as modified by the Supplemental Purchase
Agreement and Second Supplemental Purchase Agreement, are referred to
as the "New Second Tranche Units" and the "New Second Closing Units",
respectively.
<PAGE>
Page 11 of 85 Pages
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 125,000 units
purchased by the Purchase Agreement Investors for $0.72 per unit. Each
unit consists of one share of Common Stock and Second 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 Purchase
Agreement Investors exercised contractual rights with respect to the
disposition of the reported securities.
[Signatures follow all attachments]
<PAGE>
Page 12 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Tisch Andrew H.
------------------------- ----------------------- ----------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 13 of 85 Pages
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 - 4/28/99
3. Transaction Code:
(Instr. 8)
Code V
Common Stock -
Common Stock - P
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Page 14 of 85 Pages
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
Common Stock - - -
Common Stock - 76,786 A (1) (See Explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
Common Stock - 160,000
Common Stock - 1,666,328
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 4-14P 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>
Page 15 of 85 Pages
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
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
2001 Warrants - $2.00 per share of Common Stock
2002 $2 Warrants - $2.00 per share of Common Stock
2002 $3 Warrants - $3.00 per share of Common Stock
Supplemental Purchase Agreement
Warrants - $0.50 per share of Common Stock
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)
Second Supplemental Purchase
Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.72
per share)
3. Transaction Date:
(Month/Day/Year)
2001 Warrants -
<PAGE>
Page 16 of 85 Pages
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
(A) or (D)
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A- Second Supplemental Purchase Agreement Warrants - 191,964
D- Remaining Second Supplemental Units - 76,786
<PAGE>
Page 17 of 85 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
2001 Warrants - Currently
2002 $2 Warrants - Currently
2002 $3 Warrants - Currently
Supplemental Purchase Agreement
Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - No later than September 15, 1999
Second Supplemental Purchase Agreement
Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
2001 Warrants - November 13, 2001
2002 $2 Warrants - September 22, 2002
2002 $3 Warrants - September 22, 2002
Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003
/ Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement
Warrants - March 29, 2004/April 27, 2004
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
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
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
<PAGE>
Page 18 of 85 Pages
Remaining Second Supplemental 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
Supplemental Purchase Agreement
Warrants - 1,563,638 shares of Common
Stock
Five-Year Warrants - 2,132,935 shares of Common
Stock
New Second Tranche Units - 122,857 shares of Common
Stock and Warrants exercisable
for 307,143 shares of Common
Stock
New Second Closing Units - 409,524 shares of Common Stock
and Warrants exercisable for
1,023,810 shares of Common
Stock
Second Supplemental Purchase Agreement
Warrants - 469,247 shares of Common Stock
Remaining Second Supplemental Units - 494,842 shares of Common Stock
and Warrants exercisable for
1,237,104 shares of Common
Stock
8. Price of Derivative Security:
(Instr. 5)
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 - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase
Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental
Units - (3)(See explanation to Form 4 of NFP)
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 - 1,563,638
<PAGE>
Page 19 of 85 Pages
Five-Year Warrants - 2,132,935
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
Second Supplemental Purchase Agreement Warrants - 469,247
Remaining Second Supplemental Units - 494,842
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
New Second Tranche Units - I
New Second Closing Units - I
Second Supplemental Purchase Agreement Warrants - I
Remaining Second Supplemental 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 4-14P or (iii) partners of
partnerships which are partners of partnerships which are members of
4-14P.
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 20 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 21 of 85 Pages
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)
4/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
<PAGE>
Page 22 of 85 Pages
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
3,571 A (1) ( See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
77,504
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>
Page 23 of 85 Pages
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement
Warrants (See explanation to Form 4 of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement
Warrants - $0.50 per share of Common Stock
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)
Second Supplemental Purchase Agreement
Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.72
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement - 4/28/99
<PAGE>
Page 24 of 85 Pages
Warrants
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 8,929
D - Remaining Second Supplemental Units - 3,571
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement
Warrants - Currently
Remaining Second Supplemental Units - No later than September 22,
<PAGE>
Page 25 of 85 Pages
1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 /
Warrants Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement - March 29, 2004/April 27, 2004
Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement - 72,727 shares of Common Stock
Warrants
Five-Year Warrants - 99,208 shares of Common Stock
New Second Tranche Units - 5,714 shares of Common Stock
and Warrants exercisable for
14,286 shares of Common Stock
New Second Closing Units - 19,048 shares of Common Stock
and Warrants exercisable for
47,619 shares of Common Stock
Second Supplemental Purchase - 21,826 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - 23,016 shares of Common Stock
and Warrants exercisable for
57,540 shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
<PAGE>
Page 26 of 85 Pages
Supplemental Purchase Agreement - (2) (See explanation to Form 4 for NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 for NFP)
New Second Tranche Units - (2) (See explanation to Form 4 for NFP)
New Second Closing Units - (2) (See explanation to Form 4 for NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Second Supplemental Purchase Agreement Warrants - 21,826
Remaining Second Supplemental Units - 23,016
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 27 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Capozzi John
--------------------- ------------------- -------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 28 of 85 Pages
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 - 4/28/99
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
Common Stock - -
<PAGE>
Page 29 of 85 Pages
Common Stock - 3,571 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
Common Stock - 100,000
Common Stock - 77,504
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
100,000 shares of Common Stock owned by his wife.
John Capozzi may be deemed to have indirect beneficial ownership of
77,504 shares of Common Stock owned by JMC Investments LLC, of which he
is a member.
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).
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
<PAGE>
Page 30 of 85 Pages
Consultant Warrants (See explanation)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement - $0.50 per share of Common Stock
Warrants
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)
Consultant Warrants - $2.00 per share of Common Stock
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.72
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Consultant Warrants -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
<PAGE>
Page 31 of 85 Pages
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Consultant Warrant -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Consultant Warrants -
A - Second Supplemental Purchase Agreement Warrants - 8,929
D - Remaining Second Supplemental Units - 3,571
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement - Currently
Warrants
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Consultant Warrants - (See explanation)
Second Supplemental Purchase - Currently
Agreement Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
<PAGE>
Page 32 of 85 Pages
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21,
Warrants 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Consultant Warrants - (See explanation)
Second Supplemental Purchase - March 29, 2004/April 27, 2004
Agreement Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Consultant Warrants - Common Stock
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement - 72,727 shares of Common Stock
Warrants
Five-Year Warrants - 99,208 shares of Common Stock
New Second Tranche Units - 5,714 shares of Common Stock and
Warrants exercisable for 14,286
shares of Common Stock
New Second Closing Units - 19,048 shares of Common Stock and
Warrants exercisable for 47,619
shares of Common Stock
Consultant Warrants - 75,000 Shares of Common Stock
Second Supplemental Purchase - 21,826 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - 23,016 shares of Common Stock and
Warrants exercisable for 57,540
shares of Common Stock
<PAGE>
Page 33 of 85 Pages
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Consultant Warrants - (See explanation)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Consultant Warrants - 75,000
Second Supplemental Purchase Agreement Warrants - 21,826
Remaining Second Supplemental Units - 23,016
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - I
Five-Year Warrants - I
New Second Tranche Units - I
New Second Closing Units - I
Consultant Warrants - D
Second Supplemental Purchase Agreement Warrants - I
Remaining Second Supplemental Units - I
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.
<PAGE>
Page 34 of 85 Pages
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.
See explanation to Form 4 of NFP Partners.
[Signatures follow all attachments]
<PAGE>
Page 35 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 36 0f 85 Pages
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)
4/28/99
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
1,786 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 37 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
38,751
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).
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement - $0.50 per share of Common Stock
Warrants
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
<PAGE>
Page 38 of 85 Pages
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)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.72 per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants
<PAGE>
Page 39 of 85 Pages
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 4,464
D - Remaining Second Supplemental Units - 1,786
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement - Currently
Warrants
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase - Currently
Agreement Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21,
Warrants 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase - March 29, 2004/April 27, 2004
Agreement Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
<PAGE>
Page 40 of 85 Pages
Supplemental Purchase Agreement - 36,363 shares of Common Stock
Warrants
Five-Year Warrants - 49,603 shares of Common Stock
New Second Tranche Units - 2,857 shares of Common Stock
and Warrants exercisable for
7,143 shares of Common Stock
New Second Closing Units - 9,524 shares of Common Stock
and Warrants exercisable for
23,811 shares of Common Stock
Second Supplemental Purchase - 10,912 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - 11,508 shares of Common Stock
and Warrants exercisable for
28,770 shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 36,363
Five-Year Warrants - 49,603
New Second Tranche Units - 2,857
New Second Closing Units - 9,524
Second Supplemental Purchase Agreement Warrants - 10,912
Remaining Second Supplemental Units - 11,508
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
<PAGE>
Page 41 of 85 Pages
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental 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.
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 42 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Bloom Barry
------------------------ ----------------------- ----------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 43 of 85 Pages
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)
4/28/99
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
3,214 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 44 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
69,753
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).
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
<PAGE>
Page 45 of 85 Pages
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)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.72 per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<PAGE>
Page 46 of 85 Pages
(A) or (D)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 8,036
D - Remaining Second Supplemental Units - 3,214
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement - Currently
Warrants
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase - Currently
Agreement Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 / Dec.
Warrants 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement - March 29, 2004/April 27, 2004
Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
<PAGE>
Page 47 of 85 Pages
Second Supplemental Purchase Agreement - Common Stock
Warrants
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 65,455 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
New Second Tranche Units - 5,143 shares of Common Stock and
Warrants exercisable for 12,858
shares of Common Stock
New Second Closing Units - 17,143 shares of Common Stock and
Warrants exercisable for 42,858
shares of Common Stock
Second Supplemental Purchase Agreement - 19,643 shares of Common Stock
Warrants
Remaining Second Supplemental Units - 20,715 shares of Common Stock and
Warrants exercisable for 51,787
shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 65,455
Five-Year Warrants - 89,285
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
Second Supplemental Purchase Agreement Warrants - 19,643
Remaining Second Supplemental Units - 20,715
<PAGE>
Page 48 of 85 Pages
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 49 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Samuels Robyn
------------------------- ----------------------- ----------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 50 of 85 Pages
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)
4/28/99
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
714 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 51 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
15,500
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).
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to
Form 4 of NFP
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement - $0.50 per share of Common Stock
Warrants
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
<PAGE>
Page 52 of 85 Pages
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)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.72
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
<PAGE>
Page 53 of 85 Pages
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 1,786
D - Remaining Second Supplemental Units - 714
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement - Currently
Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003/Nov. 22, 2003/
Warrants Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement - March 29, 2004/April 27, 2004
Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement - Common Stock
Warrants
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement - Common Stock
Warrants
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
<PAGE>
Page 54 of 85 Pages
Supplemental Purchase Agreement Warrants - 14,545 shares of Common Stock
Five-Year Warrants - 19,840 shares of Common Stock
New Second Tranche Units - 1,142 shares of Common Stock
and Warrants exercisable for
2,856 shares of Common Stock
New Second Closing Units - 3,810 shares of Common Stock
and Warrants exercisable for
9,525 shares of Common Stock
Second Supplemental Purchase Agreement - 4,365 shares of Common Stock
Warrants
Remaining Second Supplemental Units - 4,603 shares of Common Stock
and Warrants exercisable for
11,507shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 14,545
Five-Year Warrants - 19,840
New Second Tranche Units - 1,142
New Second Closing Units - 3,810
Second Supplemental Purchase Agreement Warrants - 4,365
Remaining Second Supplemental Units - 4,603
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
<PAGE>
Page 55 of 85 Pages
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 56 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Downey Paul A.
--------------------- ------------------- -------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 57 of 85 Pages
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)
4/28/99
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
3,571 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 58 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
77,504
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).
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement - $0.50 per share of Common Stock
Warrants
Five-Year Warrants - $1.00 per share of Common Stock
<PAGE>
Page 59 of 85 Pages
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)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.72 per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<PAGE>
Page 60 of 85 Pages
(A) or (D)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 8,929
D - Remaining Second Supplemental Units - 3,571
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement - Currently
Warrants
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase - Currently
Agreement Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 / Dec.
Warrants 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase - March 29, 2004/April 27,2004
Agreement Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
<PAGE>
Page 61 of 85 Pages
Amount or Number of Shares
Supplemental Purchase Agreement - 72,727 shares of Common Stock
Warrants
Five-Year Warrants - 99,208 shares of Common Stock
New Second Tranche Units - 5,714 shares of Common Stock and Warrants
exercisable for 14,286 shares of Common
Stock
New Second Closing Units - 19,048 shares of Common Stock and Warrants
exercisable for 47,619 shares of Common
Stock
Second Supplemental Purchase - 21,826 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental - 23,016 shares of Common Stock and Warrants
Units exercisable for 57,540 shares of Common
Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Second Supplemental Purchase Agreement Warrants - 21,826
Remaining Second Supplemental Units - 23,016
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
<PAGE>
Page 62 of 85 Pages
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 63 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Downey Robert N.
------------------------ ----------------------- ----------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 64 of 85 Pages
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)
4/28/99
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
25,000 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 65 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
542,524
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).
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)
New Second Tranche Units(See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement - $0.50 per share of Common Stock
Warrants
<PAGE>
Page 66 of 85 Pages
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)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental - $0.72 per unit (consisting of 1 share of
Units Common Stock and Warrants exercisable for
2.5 shares of Common Stock at $0.72 per
share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<PAGE>
Page 67 of 85 Pages
(A) or (D)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 62,500
D - Remaining Second Supplemental Units - 25,000
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement - Currently
Warrants
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase - Currently
Agreement Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 / Dec.
Warrants 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase - March 29, 2004/April 27, 2004
Agreement Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
<PAGE>
Page 68 of 85 Pages
Amount or Number of Shares
Supplemental Purchase Agreement - 509,090 shares of Common Stock
Warrants
Five-Year Warrants - 694,442 shares of Common Stock
New Second Tranche Units - 40,000 shares of Common Stock and
Warrants exercisable for 99,999 shares
of Common Stock
New Second Closing Units - 133,333 shares of Common Stock and
Warrants exercisable for 333,333
shares of Common Stock
Second Supplemental Purchase - 152,778 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - 161,111 shares of Common Stock and
Warrants exercisable for 402,777
shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 509,090
Five-Year Warrants - 694,442
New Second Tranche Units - 40,000
New Second Closing Units - 133,333
Second Supplemental Purchase Agreement Warrants - 152,778
Remaining Second Supplemental Units - 161,111
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
<PAGE>
Page 69 of 85 Pages
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 70 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Steinberg Thomas M.
------------------------ ----------------------- ----------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 71 of 85 Pages
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)
4/28/99
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
3,214 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 72 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
69,753
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).
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)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
Supplemental Purchase Agreement - $0.50 per share of Common Stock
Warrants
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
<PAGE>
Page 73 of 85 Pages
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)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental - $0.72 per unit (consisting of 1 share of
Units Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.72
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
<PAGE>
Page 74 of 85 Pages
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 8,036
D - Remaining Second Supplemental Units - 3,214
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement - Currently
Warrants
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement - Currently
Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Supplemental Purchase Agreement - Oct. 27, 2003 / Nov. 22, 2003 / Dec.
Warrants 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase - March 29, 2004/April 27, 2004
Agreement Warrants
Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
<PAGE>
Page 75 of 85 Pages
Amount or Number of Shares
Supplemental Purchase Agreement - 65,455 shares of Common Stock
Warrants
Five-Year Warrants - 89,285 shares of Common Stock
New Second Tranche Units - 5,143 shares of Common Stock and
Warrants exercisable for 12,858
shares of Common Stock
New Second Closing Units - 17,143 shares of Common Stock and
Warrants exercisable for 42,858
shares of Common Stock
Second Supplemental Purchase - 19,643 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental Units - 20,715 shares of Common Stock and
Warrants exercisable for 51,787
shares of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement - (2) (See explanation to Form 4 of NFP)
Warrants
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental - (3)(See explanation to Form 4 of NFP)
Units
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 65,455
Five-Year Warrants - 89,285
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
Second Supplemental Purchase Agreement Warrants - 19,643
Remaining Second Supplemental Units - 20,715
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
<PAGE>
Page 76 of 85 Pages
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 77 of 85 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 4/99
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*:
Savage Robert H.
------------------------ ----------------------- ----------------------
(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:
4/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 78 of 85 Pages
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)
4/28/99
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
7,143 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 79 of 85 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
96,825
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).
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)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
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
<PAGE>
Page 80 of 85 Pages
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase - $0.72 per share of Common Stock
Agreement Warrants
Remaining Second Supplemental - $0.72 per unit (consisting of 1 share of Common
Units Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
3. Transaction Date:
(Month/Day/Year)
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 4/28/99
Remaining Second Supplemental Units - 4/28/99
4. Transaction Code:
(Instr. 8)
Code
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 17,857
D - Remaining Second Supplemental Units - 7,143
<PAGE>
Page 81 of 85 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement - Currently
Warrants
Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement - March 29, 2004/April 27, 2004
Warrants
Remaining Second Supplemental Units - September 22, 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
Second Supplemental Purchase Agreement - Common Stock
Warrants
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
Five-Year Warrants - 198,412 shares of Common Stock
New Second Tranche Units - 11,429 shares of Common Stock and Warrants
exercisable for 28,572 shares of Common
Stock
New Second Closing Units - 38,095 shares of Common Stock and Warrants
exercisable for 95,238 shares of Common
Stock
Second Supplemental Purchase - 43,651 shares of Common Stock
Agreement Warrants
Remaining Second Supplemental - 46,032 shares of Common Stock
Units
<PAGE>
Page 82 of 85 Pages
and Warrants exercisable for 115,079 shares
of Common Stock
8. Price of Derivative Security:
(Instr. 5)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase - (1)(See explanation to Form 4 of NFP)
Agreement Warrants
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Five-Year Warrants - 198,412
New Second Tranche Units - 11,429
New Second Closing Units - 38,095
Second Supplemental Purchase Agreement Warrants - 43,651
Remaining Second Supplemental Units - 46,032
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
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
<PAGE>
Page 83 of 85 Pages
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 84 of 85 Pages
SIGNATURE
WITNESS, the signatures of the undersigned this 10th day of May, 1999.
NF PARTNERS, LLC
By /s/ Andrew H. Tisch
-----------------------------------
Andrew H. Tisch, Manager
JMC INVESTMENTS LLC
By /s/ John Capozzi
-----------------------------------
John Capozzi, Manager
RAVITCH RICE & COMPANY LLC
By /s/ Donald S. Rice
-----------------------------------
Donald S. Rice, Managing Director
/s/ Barry L. Bloom
-----------------------------------
Barry L. Bloom
/s/ Robyn Samuels
-----------------------------------
Robyn Samuels
/s Paul A. Downey
-----------------------------------
Paul A. Downey
<PAGE>
Page 85 of 85 Pages
/s/ Robert N. Downey
-----------------------------------
Robert N. Downey
/s/ Thomas M. Steinberg
-----------------------------------
Thomas M. Steinberg
/s Andrew H. Tisch
-----------------------------------
Andrew H. Tisch
/s/ John Capozzi
-----------------------------------
John Capozzi
/s/ Robert H. Savage
-----------------------------------
Robert H. Savage
