Page 1 of 75 Pages
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
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(LAST) (FIRST) (MIDDLE)
c/o Andrew H. Tisch
667 Madison Avenue
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(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:
12/98
<PAGE>
Page 2 0f 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
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Page 3 of 75 Pages
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
143,333 A (1)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,335,296
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
Remaining Supplemental Purchase Agreement Units ("Remaining Supplemental
Units") (See explanation)
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Page 4 of 75 Pages
New Second Tranche Units (See explanation)
New Second Closing 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
Remaining Supplemental Units - $0.50 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.75 per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
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Page 5 of 75 Pages
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
(A) or (D)
A - Supplemental Purchase Agreement Warrants - 358,334
Five-Year Warrants -
D - Remaining Supplemental Units - 143,333
New Second Tranche Units -
New Second Closing Units -
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
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Page 6 of 75 Pages
Supplemental Purchase Agreement Warrants - 1,205,304 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
Remaining Supplemental Units - 143,333 shares of Common Stock
and Warrants exercisable for
358,334 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
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement Warrants - (1) (See explanation)
Five-Year Warrants - (2) (See explanation)
Remaining Supplemental Units - (3) (See explanation)
New Second Tranche Units - (2) (See explanation)
New Second Closing Units - (2) (See explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 1,205,304
Five-Year Warrants - 2,132,935
Remaining Supplemental Units - 143,333
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
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Page 7 of 75 Pages
(Instr. 4)
Explanation of Responses:
NF Partners, LLC is a Delaware limited liability company ("NFP"),
the members of which are Four Partners, a New York general partnership
("FP"), and Four-Fourteen Partners, LLC, a Delaware limited liability
company ("4-14P"). The sole partners of FP are Andrew H. Tisch 1991
Trust, for which Andrew H. Tisch is the managing trustee, Daniel R.
Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee,
James S. Tisch 1991 Trust, for which James S. Tisch is the managing
trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is
the managing trustee. Andrew H. Tisch, Daniel R. Tisch, James S. Tisch
and Thomas J. Tisch are referred to herein as the "Messrs. Tisch." The
members of 4-14P are trusts for the benefit of the offspring of the
Messrs. Tisch, partnerships the partners of which are such trusts and
partnerships the partners of which are such partnerships. The Messrs.
Tisch serve as the trustees of such trusts. Andrew H. Tisch has been
appointed the Manager of NFP. Thomas J. Tisch has been appointed the
manager of FP and 4-14P.
This Form 4 is being filed jointly by NFP, JMC Investments LLC,
Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A.
Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg
(collectively, the "Purchase Agreement Investors"). This Form 4 is also
being filed 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 other than
Savage (the "Supplemental Purchase Agreement Investors") purchased from
the Issuer in a private placement an aggregate of 370,000 units, each
unit consisting of one share of Common Stock, and five-year warrants
(the "Supplemental Purchase Agreement Warrants") to purchase 2.5 shares
of Common Stock at an initial exercise price of $0.50 per share, for
aggregate consideration of $185,000 pursuant to a Supplemental Common
Stock and Five-Year Warrant Purchase Agreement (the "Supplemental
Purchase Agreement") dated as of October 26, 1998 by and among the
Issuer, the Supplemental Purchase Agreement Investors and Sam Oolie and
Samuel Gottfried.
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Page 8 of 75 Pages
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 18, 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 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.
The Supplemental Purchase Agreement allows the Supplemental
Purchase Agreement Investors to purchase a total of 960,000 units, each
unit consisting of one share of Common Stock and Supplemental Purchase
Agreement Warrants to purchase 2.5 shares of Common Stock, for total
aggregate consideration of $480,000 (the "Supplemental Purchase
Agreement Units"). The Supplemental Purchase Agreement sets forth
conditions for the purchase of the remaining 220,000 units (the
"Remaining Supplemental Purchase Agreements Units") by the Supplemental
Purchase Agreement Investors. The Supplemental Purchase Agreement
Investors may, but are not required to, purchase additional units if
requested by the Company on or before March 31, 1998 or at their option
exercised on or before that date.
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
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.
<PAGE>
Page 9 of 75 Pages
The Supplement Purchase Agreement amended Section 2.1(b) and
Section 2.2 of the Purchase Agreement to provide that the purchase
price for the Second Tranche Units and the Second Closing Units will be
reduced from $0.90 to $0.75 and the exercise price of each Purchase
Agreement Warrant to be issued in the Second Tranche Closing and the
Second Closing, if the conditions for such closings are satisfied, will
be reduced from $1.00 to $0.75 per share of Common Stock. For purposes
of this Form 4, the Second Tranche Units and the Second Closing Units,
as modified by the Supplemental Purchase Agreement, are referred to as
the "New Second Tranche Units" and the "New Second Closing Units",
respectively.
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 220,000 units
purchased by the Supplemental Purchase Agreement Investors for $0.50
per unit. Each unit consists of one share of Common Stock and
Supplemental Purchase Agreement Warrants to purchase 2.5 shares of
Common Stock.
(2) No transactions in the reported securities took place in the
period covered by this Form 4.
(3) During the period covered by this Form 4, the Supplemental
Purchase Agreement Investors exercised contractual rights with respect
to the acquisition of the reported securities.
[Signatures follow all attachments]
<PAGE>
Page 10 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 11 of 75 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 - 12/18/98
3. Transaction Code:
(Instr. 8)
Code V
Common Stock -
Common Stock - P
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Page 12 of 75 Pages
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
Common Stock - - -
Common Stock - 143,333 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 - 1,335,296
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 13 of 75 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
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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 Stocks
2002 $3 Warrants - $3.00 per share of Common Stocks
Supplemental Purchase Agreement
Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1
share of Common Stock and Warrants
exercisable for 2.5 shares of
Common Stock at $0.75 per share)
3. Transaction Date:
(Month/Day/Year)
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
<PAGE>
Page 14 of 75 Pages
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
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 -
A Supplemental Purchase Agreement Warrants - 358,334
Five-Year Warrants -
D Remaining Supplemental Units - 143,333
New Second Tranche Units -
New Second Closing Units -
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
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
<PAGE>
Page 15 of 75 Pages
New Second Closing Units - September 15, 1999
Expiration Date
2001 Warrants - November 13, 2001
2002 $2 Warrants - September 22, 2002
2002 $3 Warrants - September 22, 2002
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 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
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
2001 Warrants - 50,000 shares of Common Stock
2002 $2 Warrants - 50,000 shares of Common Stock
2002 $3 Warrants - 25,000 shares of Common Stock
Supplemental Purchase Agreement
Warrants - 1,205,304 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
Remaining Supplemental Units - 143,333 shares of Common Stock
and Warrants exercisable for
358,334 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
<PAGE>
Page 16 of 75 Pages
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 - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (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 - 1,205,304
Five-Year Warrants - 2,132,935
Remaining Supplemental Units - 143,333
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
2001 Warrants - D
2002 $2 Warrants - D
2002 $3 Warrants - D
Supplemental Purchase Agreement Warrants - I
Five-Year Warrants - I
Remaining Supplemental Units - I
New Second Tranche Units - I
New Second Closing Units - I
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
<PAGE>
Page 17 of 75 Pages
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:
[Signatures follow all attachments]
<PAGE>
Page 18 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
JMC Investments LLC
----------------------------------------------------------------
(LAST) (FIRST) (MIDDLE)
125 Brett Lane
----------------------------------------------------------------
(STREET)
Fairfield, CT 06430
----------------------------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 19 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
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Page 20 of 75 Pages
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
6,667 A (1) ( See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
62,107
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 21 of 75 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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.50
per share)
New Second Tranche Units - $0.75 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.75
per share)
New Second Closing Units - $0.75 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.75
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
<PAGE>
Page 22 of 75 Pages
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants - 16,667
Five-Year Warrants -
D - Remaining Supplemental Units - 6,667
New Second Tranche Units -
New Second Closing Units -
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<PAGE>
Page 23 of 75 Pages
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 56,061 shares of Common Stock
Five-Year Warrants - 99,208 shares of Common Stock
Remaining Supplemental Units - 6,667 shares of Common Stock
and Warrants exercisable for
16,666 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
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 for NFP)
Five-Year Warrants - (2) (See explanation to Form 4 for NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 for NFP)
New Second Tranche Units - (2) (See explanation to Form 4 for NFP)
New Second Closing Units - (2) (See explanation to Form 4 for NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 56,061
Five-Year Warrants - 99,208
Remaining Supplemental Units - 6,667
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
<PAGE>
Page 24 of 75 Pages
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
<PAGE>
Page 25 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 26 of 75 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 - 12/18/98
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 27 of 75 Pages
Common Stock - 6,667 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 - 62,107
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
55,441 shares of Common Stock owned by JMC Investments LLC, of which he
is a member.
John Capozzi may be deemed to have indirect beneficial ownership of
100,000 shares of Common Stock owned by his wife.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
<PAGE>
Page 28 of 75 Pages
New Second Closing Units (See explanation to Form 4 of NFP)
Consultant Warrants (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
Remaining Supplemental Units - $0.50 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.50
per share)
New Second Tranche Units - $0.75 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.75
per share)
New Second Closing Units - $0.75 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.75
per share)
Consultant Warrants - $2.00 per share of Common Stock
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
Consultant Warrants -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
<PAGE>
Page 29 of 75 Pages
New Second Tranche Units -
New Second Closing Units -
Consultant Warrant -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants - 16,667
Five-Year Warrants -
D - Remaining Supplemental Units - 6,667
New Second Tranche Units -
New Second Closing Units -
Consultant Warrants -
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Consultant Warrants - (See explanation)
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
Consultant Warrants - (See explanation)
<PAGE>
Page 30 of 75 Pages
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Consultant Warrants - Common Stock
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 56,061 shares of Common Stock
Five-Year Warrants - 99,208 shares of Common Stock
Remaining Supplemental Units - 6,667 shares of Common Stock
and Warrants exercisable for
16,666 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
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Consultant Warrants - (See explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 56,061
Five-Year Warrants - 99,208
Remaining Supplemental Units - 6,667
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
<PAGE>
Page 31 of 75 Pages
Consultant Warrants - 75,000
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - I
Five-Year Warrants - I
Remaining Supplemental Units - I
New Second Tranche Units - I
New Second Closing Units - I
Consultant Warrants - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
John Capozzi may be deemed to have indirect beneficial ownership of
securities owned by JMC Investments LLC, of which he is a member.
Explanation of Responses:
John Capozzi has acted as a consultant to the Issuer's Board of
Directors commencing June 16, 1998. The Issuer will provide him as
compensation for such services with five-year Warrants ("Consultant
Warrants") to purchase 75,000 shares of Common Stock at an exercise
price of $2.00 per share. Such 75,000 Consultant Warrants will vest at
the rate of 1,250 Consultant Warrants monthly for so long as Mr.
Capozzi continues to perform such consulting services over a five year
period commencing June 16, 1998. In the event of any termination of the
Issuer's consulting arrangement with JMC Industries, Inc. ("JMCII") for
cause, any voluntary termination by JMCII, or the death, incapacity, or
resignation or withdrawal from JMCII of John Capozzi, only those
Consultant Warrants vested on the date of termination will remain with
JMCII.
[Signatures follow all attachments]
<PAGE>
Page 32 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Ravitch Rice & Company LLC
--------------------------------------------------------------------
(LAST) (FIRST) (MIDDLE)
610 Fifth Avenue, Suite 420
----------------------------------------------------------------------
(STREET)
New York New York 10020
--------------------------------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 33 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
3,333 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 34 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
31,053
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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1
share of Common Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.50
per share)
<PAGE>
Page 35 of 75 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)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A Supplemental Purchase Agreement Warrants 8,333
Five-Year Warrants
D Remaining Supplemental Units 3,333
New Second Tranche Units
New Second Closing Units
<PAGE>
Page 36 of 75 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 18, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 28,029 shares of Common Stock
Five-Year Warrants - 49,603 shares of Common Stock
Remaining Supplemental Units - 3,333 shares of Common Stock
and Warrants exercisable for
8,334 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
<PAGE>
Page 37 of 75 Pages
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 28,029
Five-Year Warrants - 49,603
Remaining Supplemental Units - 3,333
New Second Tranche Units - 2,857
New Second Closing Units - 9,524
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
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.
[Signatures follow all attachments]
<PAGE>
Page 38 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 39 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
6,000 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 40 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
55,896
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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.50
per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of
<PAGE>
Page 41 of 75 Pages
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)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants 15,000
Five-Year Warrants
D - Remaining Supplemental Units 6,000
New Second Tranche Units
New Second Closing Units
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<PAGE>
Page 42 of 75 Pages
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 50,455 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
Remaining Supplemental Units - 6,000 shares of Common Stock
and Warrants exercisable for
15,000 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
<PAGE>
Page 43 of 75 Pages
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 50,455
Five-Year Warrants - 89,285
Remaining Supplemental Units - 6,000
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
<PAGE>
Page 44 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 45 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
1,333 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 46 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
12,421
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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.50
per share)
<PAGE>
Page 47 of 75 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)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants - 3,333
Five-Year Warrants -
D - Remaining Supplemental Units - 1,333
New Second Tranche Units -
New Second Closing Units -
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<PAGE>
Page 48 of 75 Pages
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 11,212 shares of Common Stock
Five-Year Warrants - 19,840 shares of Common Stock
Remaining Supplemental Units - 1,333 shares of Common Stock and
Warrants exercisable for 3,333
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
<PAGE>
Page 49 of 75 Pages
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 11,212
Five-Year Warrants - 19,840
Remaining Supplemental Units - 1,333
New Second Tranche Units - 1,142
New Second Closing Units - 3,810
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
<PAGE>
Page 50 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 51 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
6,667 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 52 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
62,107
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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.50
per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of
<PAGE>
Page 53 of 75 Pages
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)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants 16,667
Five-Year Warrants
D - Remaining Supplemental Units 6,667
New Second Tranche Units
New Second Closing Units
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<PAGE>
Page 54 of 75 Pages
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 56,061 shares of Common Stock
Five-Year Warrants - 99,208 shares of Common Stock
Remaining Supplemental Units - 6,667 shares of Common Stock
and Warrants exercisable for
16,666 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
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
<PAGE>
Page 55 of 75 Pages
Remaining Supplemental Units - (3) (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)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 56,061
Five-Year Warrants - 99,208
Remaining Supplemental Units - 6,667
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
<PAGE>
Page 56 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 57 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
46,667 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 58 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
434,746
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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of
<PAGE>
Page 59 of 75 Pages
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.50
per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.75
per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.75
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants 116,666
Five-Year Warrants
D - Remaining Supplemental Units 46,667
New Second Tranche Units
New Second Closing Units
<PAGE>
Page 60 of 75 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement Warrants - 392,424 shares of Common Stock
Five-Year Warrants - 694,442 shares of Common Stock
Remaining Supplemental Units - 46,667 shares of Common Stock
and Warrants exercisable for
116,666 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
<PAGE>
Page 61 of 75 Pages
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 392,424
Five-Year Warrants - 694,442
Remaining Supplemental Units - 46,667
New Second Tranche Units - 40,000
New Second Closing Units - 133,333
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
<PAGE>
Page 62 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 63 of 75 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)
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
<PAGE>
Page 64 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
79,365
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 4(b)(v).\
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)
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 Stock and
Warrants exercisable for 2.5
shares of Common Stock at $0.75
per share)
<PAGE>
Page 65 of 75 Pages
3. Transaction Date:
(Month/Day/Year)
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
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
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Five-Year Warrants - June 16, 1998
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
<PAGE>
Page 66 of 75 Pages
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing 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
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)
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
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
<PAGE>
Page 67 of 75 Pages
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
<PAGE>
Page 68 of 75 Pages
Attachment To Form 4 of Four Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 11/98
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
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:
12/98
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 69 of 75 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)
12/18/98
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
6,000 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 70 of 75 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
55,896
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)
Remaining Supplemental Units (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
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
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.50
<PAGE>
Page 71 of 75 Pages
per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.75
per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of
Common Stock and Warrants exercisable
for 2.5 shares of Common Stock at $0.75
per share)
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 12/18/98
Five-Year Warrants -
Remaining Supplemental Units - 12/18/98
New Second Tranche Units -
New Second Closing Units -
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants - P
Five-Year Warrants -
Remaining Supplemental Units - X
New Second Tranche Units -
New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
A - Supplemental Purchase Agreement Warrants - 15,000
Five-Year Warrants -
D - Remaining Supplemental Units - 6,000
New Second Tranche Units
New Second Closing Units
<PAGE>
Page 72 of 75 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
Remaining Supplemental Units - No later than March 31, 1999
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - September 15, 1999
Expiration Date
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 17, 2003
Five-Year Warrants - June 14, 2003
Remaining Supplemental Units - March 31, 1999
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
Remaining Supplemental Units - Common Stock and Warrants
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Amount or Number of Shares
Supplemental Purchase Agreement
Warrants - 50,455 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
Remaining Supplemental Units - 6,000 shares of Common Stock and
Warrants exercisable for 15,000
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
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Page 73 of 75 Pages
8. Price of Derivative Security:
(Instr. 5)
Supplemental Purchase Agreement
Warrants - (1) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 50,455
Five-Year Warrants - 89,285
Remaining Supplemental Units - 6,000
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
Remaining Supplemental Units - D
New Second Tranche Units - D
New Second Closing Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
[Signatures follow all attachments]
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Page 74 of 75 Pages
SIGNATURE
WITNESS, the signatures of the undersigned this 8th day of January,
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 75 of 75 Pages
/s/ Robert N. Downey
-----------------------------------
Robert N. Downey
/s/ Robert H. Savage
-----------------------------------
Robert H. Savage
/s/ Thomas M. Steinberg
-----------------------------------
Thomas M. Steinberg
/s/ Andrew H. Tisch
-----------------------------------
Andrew H. Tisch
/s/ John Capozzi
-----------------------------------
John Capozzi
