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:
1/99
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)
1/19/99
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
143,333 A (1) (See explanation)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,478,629
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)
New Second Tranche Units (See explanation)
New Second Closing Units (See explanation)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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 -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C>
(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 -
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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. 21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
Supplemental Purchase Agreement Warrants - 1,563,638
Five-Year Warrants - 2,132,935
Remaining Supplemental Units - 0
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
</TABLE>
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
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
NF Partners, LLC is a Delaware limited liability company
("NFP"), the members of which are Four Partners, a New York general
partnership ("FP"), and Four-Fourteen Partners, LLC, a Delaware limited
liability company ("4-14P"). The sole partners of FP are Andrew H.
Tisch 1991 Trust, for which Andrew H. Tisch is the managing trustee,
Daniel R. Tisch 1991 Trust, for which Daniel R. Tisch is the managing
trustee, James S. Tisch 1991 Trust, for which James S. Tisch is the
managing trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J.
Tisch is the managing trustee. Andrew H. Tisch, Daniel R. Tisch, James
S. Tisch and Thomas J. Tisch are referred to herein as the "Messrs.
Tisch." The members of 4-14P are trusts for the benefit of the
offspring of the Messrs. Tisch, partnerships the partners of which are
such trusts and partnerships the partners of which are such
partnerships. The Messrs. Tisch serve as the trustees of such trusts.
Andrew H. Tisch has been appointed the Manager of NFP. Thomas J.
Tisch has been appointed the manager of FP and 4-14P.
This Form 4 is being filed jointly by NFP, JMC Investments
LLC, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A.
Downey, Robert N. Downey and Thomas M. Steinberg (collectively, the
"Supplemental 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 Supplemental Purchase Agreement
Investors and Robert H. Savage (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 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 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.
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.
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 disposition of the reported securities.
[Signatures follow all attachments]
<PAGE>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
Director
-----------
Officer (give title below)
-----------
X 10% Owner
-----------
Other (specify below)
-----------
7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
-----------
X Form filed by More than One Reporting Person
-----------
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
Common Stock
2. Transaction Date:
(Month/Day/Year)
Common Stock -
Common Stock - 1/19/99
3. Transaction Code:
(Instr. 8)
Code V
Common Stock -
Common Stock - P
<TABLE>
<CAPTION>
4. Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C> <C> <C> <C>
(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)
</TABLE>
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
Common Stock - 160,000
Common Stock - 1,478,629
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).
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<CAPTION>
<S> <C> <C> <C>
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
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)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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 -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C> <C> <C> <C>
(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 -
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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
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.
21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 1,563,638 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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
2001 Warrants - 50,000
2002 $2 Warrants - 50,000
2002 $3 Warrants - 25,000
Supplemental Purchase Agreement Warrants - 1,563,638
Five-Year Warrants - 2,132,935
Remaining Supplemental Units - 0
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
</TABLE>
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
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>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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
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:
1/99
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)
1/19/99
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
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)
68,774
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative Security:
<S> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
New Second Tranche Units -
New Second Closing Units -
<PAGE>
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 -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C>
(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 -
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
<S> <C> <C> <C>
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. 21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 72,727 shares of Common Stock
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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
Remaining Supplemental Units - 0
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
</TABLE>
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
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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
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:
1/99
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
Director
----------
Officer (give title below)
----------
X 10% Owner
----------
Other (specify below)
----------
7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
----------
X Form filed by More than One Reporting Person
----------
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $0.20 per share ("Common Stock")
Common Stock
2. Transaction Date:
(Month/Day/Year)
Common Stock -
Common Stock - 1/19/99
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 - -
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 - 68,774
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
68,774 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)
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)
Consultant Warrants (See explanation)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Consultant Warrants - $2.00 per share of Common Stock
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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
New Second Tranche Units -
New Second Closing Units -
Consultant Warrant -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C> <C>
(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 -
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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. 21,
2003/Jan. 18, 2004
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)
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 72,727 shares of Common Stock
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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
Remaining Supplemental Units - 0
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Consultant Warrants - 75,000
</TABLE>
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
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.
See explanation to Form 4 of NFP Partners.
[Signatures follow all attachments]
<PAGE>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
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)
1/19/99
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
3,333 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
34,386
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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 -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C>
(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
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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. 21,
2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 36,363 shares of Common Stock
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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
Supplemental Purchase Agreement Warrants - 36,363
Five-Year Warrants - 49,603
Remaining Supplemental Units - 0
New Second Tranche Units - 2,857
New Second Closing Units - 9,524
</TABLE>
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
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>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
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)
1/19/99
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
6,000 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
61,896
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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 -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C>
(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
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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.
21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
Supplemental Purchase Agreement Warrants - 65,455
Five-Year Warrants - 89,285
Remaining Supplemental Units - 0
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
</TABLE>
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
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
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)
1/19/99
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
1,333 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
13,754
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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 -
<TABLE>
<CAPTION>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
<S> <C> <C> <C>
(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 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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. 21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 14,545
Five-Year Warrants - 19,840
Remaining Supplemental Units - 0
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
New Second Tranche Units - D
New Second Closing 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>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
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)
1/19/99
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
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)
68,774
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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.
21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 72,727 shares of Common Stock
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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
Remaining Supplemental Units - 0
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
New Second Tranche Units - D
New Second Closing 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>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
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)
1/19/99
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
46,667 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
481,413
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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.
21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 509,090 shares of Common Stock
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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
<TABLE>
<CAPTION>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<S> <C> <C> <C>
(Instr. 4)
Supplemental Purchase Agreement Warrants - 509,090
Five-Year Warrants - 694,442
Remaining Supplemental Units - 0
New Second Tranche Units - 40,000
New Second Closing Units - 133,333
</TABLE>
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
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 1/99
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 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:
1/99
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)
1/19/99
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
6,000 A (1) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
61,896
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)
<TABLE>
<CAPTION>
2. Conversion or Exercise Price of Derivative Security:
<S> <C> <C> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.50 per share)
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants - 1/19/99
Five-Year Warrants -
Remaining Supplemental Units - 1/19/99
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
<TABLE>
<CAPTION>
6. Date Exercisable and Expiration Date:
<S> <C> <C> <C>
(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.
21, 2003/Jan. 18, 2004
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
</TABLE>
<TABLE>
<CAPTION>
7. Title and Amount of Underlying Securities:
<S> <C> <C> <C>
(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 - 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
</TABLE>
<TABLE>
<CAPTION>
8. Price of Derivative Security:
<S> <C> <C> <C> <C>
(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)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 65,455
Five-Year Warrants - 89,285
Remaining Supplemental Units - 0
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
New Second Tranche Units - D
New Second Closing 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>
SIGNATURE
WITNESS, the signatures of the undersigned this __th day of March, 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
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Donald S. Rice, Managing Director
/s/ Barry L. Bloom
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Barry L. Bloom
/s/ Robyn Samuels
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Robyn Samuels
/s/ Paul A. Downey
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Paul A. Downey
/s/ Robert N. Downey
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Robert N. Downey
/s/ Thomas M. Steinberg
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Thomas M. Steinberg
/s/ Andrew H. Tisch
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Andrew H. Tisch
/s/ John Capozzi
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John Capozzi
