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:
5/99
<PAGE>
Page 2 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
<PAGE>
Page 3 of 84 Pages
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
63,988 A (1) (See explanation)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,730,316
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units (See explanation)
New Second Closing Units (See explanation)
<PAGE>
Page 4 of 84 Pages
Second Supplemental Purchase Agreement Warrants
Remaining Second Supplemental Purchase Agreement Units ("Remaining
Second Supplemental Units") (See explanation)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
<PAGE>
Page 5 of 84 Pages
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 159,970
D - Remaining Second Supplemental Units - 63,988
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 1999
New Second Closing Units - September 15, 1999
</TABLE>
<PAGE>
Page 6 of 84 Pages
<TABLE>
<S> <C>
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 1,563,638 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
New Second Tranche Units - 122,857 shares of Common Stock and
Warrants exercisable for 307,143 shares of
Common Stock
New Second Closing Units - 409,524 shares of Common Stock and
Warrants exercisable for 1,023,810 shares
of Common Stock
Second Supplemental Purchase Agreement Warrants - 629,217 shares of Common Stock
Remaining Second Supplemental Units - 430,853 shares of Common Stock and
Warrants exercisable for 1,077,133 shares
of Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation)
Five-Year Warrants - (2) (See explanation)
New Second Tranche Units - (2) (See explanation)
New Second Closing Units - (2) (See explanation)
Second Supplemental Purchase Agreement Warrants - (1) (See explanation)
Remaining Second Supplemental Units - (3) (See explanation)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
<PAGE>
Page 7 of 84 Pages
(Instr. 4)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 1,563,638
Five-Year Warrants - 2,132,935
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
Second Supplemental Purchase Agreement Warrants - 629,217
Remaining Second Supplemental Units - 430,853
</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
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
NF Partners, LLC is a Delaware limited liability company
("NFP"), the members of which are Four Partners, a New York general
partnership ("FP"), Four-Fourteen Partners, LLC, a Delaware limited
liability company ("4-14P") and Three Partners, a New York general
partnership ("TP"). The sole partners of FP are Andrew H. Tisch 1991
Trust, for which Andrew H. Tisch is the managing trustee, Daniel R.
Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee,
James S. Tisch 1991 Trust, for which James S. Tisch is the managing
trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is
the managing trustee. Andrew H. Tisch, Daniel R. Tisch, James S. Tisch
and Thomas J. Tisch are referred to herein as the "Messrs. Tisch." The
members of 4-14P are trusts for the benefit of the offspring of the
Messrs. Tisch, partnerships the partners of which are such trusts and
partnerships the partners of which are such partnerships. The Messrs.
Tisch serve as the trustees of such trusts. Andrew H. Tisch has been
appointed the Manager of NFP. Thomas J. Tisch has been appointed the
manager of FP and 4-14P. The sole partners of TP are Steven E. Tisch
1992 Trust, for which Steven E. Tisch is the managing trustee, Jonathan
M. Tisch 1992 Trust , for which Jonathan M. Tisch is the managing
trustee, and
<PAGE>
Page 8 of 84 Pages
Laurie Tisch Sussman 1992 Trust, for which Laurie Tisch Sussman is the
managing trustee.
This Form 4 is being filed jointly by NFP, JMC Investments
LLC, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A.
Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg
(collectively, the "Purchase Agreement Investors"). This Form 4 is also
being filed by Andrew H. Tisch and John Capozzi (Andrew H. Tisch and
Mr. Capozzi and the Purchase Agreement Investors are referred to herein
collectively as the "Reporting Persons").
On June 16, 1998, the Purchase Agreement Investors purchased
from NoFire Technologies, Inc. (the "Issuer") in a private placement an
aggregate of 1,388,887 units, each unit consisting of one share of
Common Stock and five-year warrants ("Five-Year Warrants") to purchase
2.5 shares of Common Stock at an initial exercise price of $1.00 per
share, for aggregate consideration of $1,249,998.30 pursuant to a
Common Stock and Five-Year Warrant Purchase Agreement (the "Purchase
Agreement") dated as of June 15, 1998 by and among the Issuer, the
Purchase Agreement Investors and Sam Oolie and Samuel Gottfried.
The Purchase Agreement Investors, excluding Robert H. Savage
(the "Supplemental Purchase Agreement Investors"), purchased from the
Issuer in private placements on October 28, 1998, November 23, 1998,
December 22, 1998 and January 19, 1999 an aggregate of 960,000 units
(the "Supplemental Purchase Agreement 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 $480,000 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.
On March 26, 1999, the Issuer, the Purchase Agreement
Investors, Sam Oolie and Samuel Gottfried entered into the Second
Supplemental Common Stock and Five-Year Warrant Purchase Agreement,
dated March 22, 1999 (the "Second Supplemental Purchase Agreement"),
allowing the Purchase Agreement Investors to purchase a total of
1,111,112 units, each unit consisting of one share of Common Stock and
five-year warrants (the "Second Supplemental Purchase Agreement
Warrants") to purchase 2.5 shares of Common Stock, for total aggregate
consideration of $800,000 (the "Second Supplemental Purchase Agreement
Units"). On March 30, 1999, the Purchase Agreement Investors purchased
an aggregate of 180,556 Second Supplemental Purchase Agreement Units
for total aggregate consideration of $130,000.10. The Second
Supplemental Purchase Agreement sets forth conditions for the purchase
of the remaining 930,556 units (the "Remaining Second Supplemental
Purchase Agreement Units")
<PAGE>
Page 9 of 84 Pages
by the Purchase Agreement Investors. The Purchase Agreement Investors
may, but are not required to purchase the Remaining Second Supplemental
Purchase Agreement Units if requested by the Company on or before
September 22, 1999, or at their option exercised on or before that
date. On April 28, 1999, the Purchase Agreement Investors purchased
from the Issuer in a private placement an aggregate of 125, 000 Second
Supplemental Purchase Agreement Units for aggregate consideration of
$90,000 pursuant to the Second Supplemental Purchase Agreement.
On May 28, 1999, the Purchase Agreement Investors purchased
from the Issuer in a private placement an aggregate of 104,167 Second
Supplemental Purchase Agreement Units for aggregate consideration of
$75,000 pursuant to the Second Supplemental Purchase Agreement.
Following such acquisition, an aggregate of 701,389 Remaining
Supplemental Purchase Agreement Units were outstanding.
All of the Second Supplemental Purchase Agreement Units
acquired by NFP on March 30, 1999, April 28, 1999 and May 28, 1999 were
allocated to TP.
Section 2.1(b) of the Purchase Agreement provides that if,
prior to August 31, 1999, the Issuer has entered into binding contracts
with nuclear power generating companies or their contractors providing
for gross sales of more than $100,000 of the Issuer's fire retardant
products during the first year of such contracts to upgrade fire
protection of control wiring at nuclear power generating facilities,
the Purchase Agreement Investors will purchase an aggregate of
$150,000.30 of additional units (the "Second Tranche Units"), each unit
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.
<PAGE>
Page 10 of 84 Pages
The Second Supplemental Purchase Agreement amended Section
2.1(b) of the Purchase Agreement to provide that while the Purchase
Agreement Investors will have no obligation to purchase investment
units at the Second Tranche Closing unless the condition therefor has
been met by August 31, 1999, the Purchase Agreement Investors will have
the option to purchase up to 200,000 investment units, each unit
consisting of one share of Common Stock, and five-year Warrants to
purchase 2.5 shares of Common Stock at an initial exercise price of
$0.75 per share, for total aggregate consideration of up to $150,000 at
any time from August 31, 1999 through August 31, 2000.
In addition, the Second Supplemental Purchase Agreement
amended Section 2.2 of the Purchase Agreement to provide that the
Purchase Agreement Investors will have the right, but not the
obligation unless the conditions therefor have been met by August 31,
1999, to purchase up to 666,668 investment units consisting of one
share of Common Stock, and five-year Warrants to purchase 2.5 shares of
Common Stock at an initial exercise price of $0.75 per share for total
aggregate consideration of up to $500,000.25 at any time from September
15, 1999 through September 15, 2000.
For purposes of this Form 4, the Second Tranche Units and the
Second Closing Units, as modified by the Supplemental Purchase
Agreement and Second Supplemental Purchase Agreement, are referred to
as the "New Second Tranche Units" and the "New Second Closing Units",
respectively.
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 104,167 units
purchased by the Purchase Agreement Investors for $0.72 per unit. Each
unit consists of one share of Common Stock and Second Supplemental
Purchase Agreement Warrants to purchase 2.5 shares of Common Stock.
(2) No transactions in the reported securities took place in
the period covered by this Form 4.
(3) During the period covered by this Form 4, the Purchase
Agreement Investors exercised contractual rights with respect to the
disposition of the reported securities.
[Signatures follow all attachments]
<PAGE>
Page 11 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Tisch Andrew H.
----------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
667 Madison Avenue
----------------------------------------------------------------------
(STREET)
New York, New York 10021
----------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 12 of 84 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 - 5/28/99
3. Transaction Code:
(Instr. 8)
Code V
Common Stock -
Common Stock - P
<PAGE>
Page 13 of 84 Pages
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
Common Stock - - -
Common Stock - 63,988 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 - 1,730,316
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 14 of 84 Pages
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Warrants Expiring 2001 ("2001 Warrants")
Warrants Expiring 2002, exercise price $2.00 per share ("2002 $2
Warrants") Warrants Expiring 2002 exercise price $3.00 per share ("2002
$3 Warrants")
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation
to Form 4 of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <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
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
2001 Warrants -
<PAGE>
Page 15 of 84 Pages
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
(A) or (D)
2001 Warrants -
2002 $2 Warrants -
2002 $3 Warrants -
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A- Second Supplemental Purchase Agreement Warrants - 159,970
D- Remaining Second Supplemental Units - 63,988
<PAGE>
Page 16 of 84 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
2001 Warrants - Currently
2002 $2 Warrants - Currently
2002 $3 Warrants - Currently
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 1999
New Second Closing Units - No later than September 15, 1999
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
2001 Warrants - November 13, 2001
2002 $2 Warrants - September 22, 2002
2002 $3 Warrants - September 22, 2002
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
2001 Warrants - Common Stock
2002 $2 Warrants - Common Stock
2002 $3 Warrants - Common Stock
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement - Common Stock
Warrants
</TABLE>
<PAGE>
Page 17 of 84 Pages
<TABLE>
<S> <C>
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
2001 Warrants - 50,000 shares of Common Stock
2002 $2 Warrants - 50,000 shares of Common Stock
2002 $3 Warrants - 25,000 shares of Common Stock
Supplemental Purchase Agreement Warrants - 1,563,638 shares of Common Stock
Five-Year Warrants - 2,132,935 shares of Common Stock
New Second Tranche Units - 122,857 shares of Common Stock and
Warrants exercisable for 307,143 shares of
Common Stock
New Second Closing Units - 409,524 shares of Common Stock and
Warrants exercisable for 1,023,810 shares
of Common Stock
Second Supplemental Purchase Agreement Warrants - 629,217 shares of Common Stock
Remaining Second Supplemental Units - 430,853 shares of Common Stock and
Warrants exercisable for 1,077,133 shares
of Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
2001 Warrants - (2) (See explanation to Form 4 of NFP)
2002 $2 Warrants - (2) (See explanation to Form 4 of NFP)
2002 $3 Warrants - (2) (See explanation to Form 4 of NFP)
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
2001 Warrants - 50,000
2002 $2 Warrants - 50,000
2002 $3 Warrants - 25,000
Supplemental Purchase Agreement Warrants - 1,563,638
<PAGE>
Page 18 of 84 Pages
Five-Year Warrants - 2,132,935
New Second Tranche Units - 122,857
New Second Closing Units - 409,524
Second Supplemental Purchase Agreement Warrants - 629,217
Remaining Second Supplemental Units - 430,853
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
2001 Warrants - D
2002 $2 Warrants - D
2002 $3 Warrants - D
Supplemental Purchase Agreement Warrants - I
Five-Year Warrants - I
New Second Tranche Units - I
New Second Closing Units - I
Second Supplemental Purchase Agreement Warrants - I
Remaining Second Supplemental Units - I
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Andrew H. Tisch may be deemed to have indirect beneficial ownership of
securities owned by NFP by virtue of his status as manager of NFP and
as managing trustee of trusts, one of which is a general partner of FP
and others of which are (i) members of 4-14P or (ii) partners of
partnerships which are members of 4-14P or (iii) partners of
partnerships which are partners of partnerships which are members of
4-14P.
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 19 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
JMC Investments LLC
-------------------------- -------------------------- -------------------------
(LAST) (FIRST) (MIDDLE)
125 Brett Lane
-------------------------------------------------------------------------------
(STREET)
Fairfield, CT 06430
- ------------------------- -------------------------- --------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 20 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
<PAGE>
Page 21 of 84 Pages
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
2,976 A (1) ( See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
80,480
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 22 of 84 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)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
</TABLE>
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement - 5/28/99
<PAGE>
Page 23 of 84 Pages
Warrants
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 7,440
D - Remaining Second Supplemental Units - 2,976
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
<PAGE>
Page 24 of 84 Pages
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
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
Second Supplemental Purchase Agreement Warrants - 29,266 shares of Common Stock
Remaining Second Supplemental Units - 20,040 shares of Common Stock and Warrants
exercisable for 50,099 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
<PAGE>
Page 25 of 84 Pages
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 for NFP)
Five-Year Warrants - (2) (See explanation to Form 4 for NFP)
New Second Tranche Units - (2) (See explanation to Form 4 for NFP)
New Second Closing Units - (2) (See explanation to Form 4 for NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(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
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Second Supplemental Purchase Agreement Warrants - 29,266
Remaining Second Supplemental Units - 20,040
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 26 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Capozzi John
------------------- ------------------- -------------------
(LAST) (FIRST) (MIDDLE)
125 Brett Lane
-----------------------------------------------------------
(STREET)
Fairfield CT 06430
------------------- ------------------- -------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 27 of 84 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 - 5/28/99
3. Transaction Code:
(Instr. 8)
Code V
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
Common Stock - -
<PAGE>
Page 28 of 84 Pages
Common Stock - 2,976 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 - 80,480
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
80,480 shares of Common Stock owned by JMC Investments LLC, of which he
is a member.
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
<PAGE>
Page 29 of 84 Pages
Consultant Warrants (See explanation)
Second Supplemental Purchase Agreement Warrants (See explanation to Form 4
of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Consultant Warrants - $2.00 per share of Common Stock
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Consultant Warrants -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
<PAGE>
Page 30 of 84 Pages
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Consultant Warrant -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Consultant Warrants -
A - Second Supplemental Purchase Agreement Warrants - 7,440
D - Remaining Second Supplemental Units - 2,976
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Consultant Warrants - (See explanation)
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
<PAGE>
Page 31 of 84 Pages
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21,
2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Consultant Warrants - (See explanation)
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Consultant Warrants - Common Stock
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<TABLE>
<S> <C>
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
Second Supplemental Purchase Agreement Warrants - 29,266 shares of Common Stock
Remaining Second Supplemental Units - 20,040 shares of Common Stock and Warrants
exercisable for 50,099 shares of Common
Stock
</TABLE>
<PAGE>
Page 32 of 84 Pages
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Consultant Warrants - (See explanation)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 72,727
Five-Year Warrants - 99,208
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Consultant Warrants - 75,000
Second Supplemental Purchase Agreement Warrants - 29,266
Remaining Second Supplemental Units - 20,040
</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
Second Supplemental Purchase Agreement Warrants - I
Remaining Second Supplemental Units - I
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
John Capozzi may be deemed to have indirect beneficial ownership of
securities owned by JMC Investments LLC, of which he is a member.
<PAGE>
Page 33 of 84 Pages
Explanation of Responses:
John Capozzi has acted as a consultant to the Issuer's Board of
Directors commencing June 16, 1998. The Issuer will provide him as
compensation for such services with five-year Warrants ("Consultant
Warrants") to purchase 75,000 shares of Common Stock at an exercise
price of $2.00 per share. Such 75,000 Consultant Warrants will vest at
the rate of 1,250 Consultant Warrants monthly for so long as Mr.
Capozzi continues to perform such consulting services over a five year
period commencing June 16, 1998. In the event of any termination of the
Issuer's consulting arrangement with JMC Industries, Inc. ("JMCII") for
cause, any voluntary termination by JMCII, or the death, incapacity, or
resignation or withdrawal from JMCII of John Capozzi, only those
Consultant Warrants vested on the date of termination will remain with
JMCII.
See explanation to Form 4 of NFP Partners.
[Signatures follow all attachments]
<PAGE>
Page 34 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Ravitch Rice & Company LLC
----------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
610 Fifth Avenue, Suite 420
----------------------------------------------------------------------
(STREET)
New York New York 10020
----------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 35 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
1,488 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 36 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
40,239
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of
NFP) Five-Year Warrants (See explanation to Form 4 of NFP) New Second
Tranche Units (See explanation to Form 4 of NFP) New Second Closing
Units (See explanation to Form 4 of NFP) Second Supplemental Purchase
Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second
Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable
</TABLE>
<PAGE>
Page 37 of 84 Pages
<TABLE>
<S> <C>
for 2.5 shares of Common Stock at $0.75
per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants
<PAGE>
Page 38 of 84 Pages
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 3,720
D - Remaining Second Supplemental Units - 1,488
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<PAGE>
Page 39 of 84 Pages
<TABLE>
<S> <C>
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
Second Supplemental Purchase Agreement Warrants - 14,632 shares of Common Stock
Remaining Second Supplemental Units - 10,020 shares of Common Stock and Warrants
exercisable for 25,050 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 36,363
Five-Year Warrants - 49,603
New Second Tranche Units - 2,857
New Second Closing Units - 9,524
Second Supplemental Purchase Agreement Warrants - 14,632
Remaining Second Supplemental Units - 10,020
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
<PAGE>
Page 40 of 84 Pages
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
The sole members of RRC are Richard Ravitch and Donald S. Rice. Each of Mr.
Ravitch and Mr. Rice has a business address at 610 Fifth Avenue, Suite 420, New
York, New York 10020.
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 41 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Bloom Barry
---------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
46 Woodmere Drive
---------------------------------------------------------------------
(STREET)
Summit New Jersey 07901
---------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 42 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
2,679 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 43 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
72,432
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP)
Five-Year Warrants (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to
Form 4 of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
</TABLE>
<PAGE>
Page 44 of 84 Pages
<TABLE>
<S> <C>
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<PAGE>
Page 45 of 84 Pages
(A) or (D)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 6,697
D - Remaining Second Supplemental Units - 2,679
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
<PAGE>
Page 46 of 84 Pages
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 65,455 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
New Second Tranche Units - 5,143 shares of Common Stock and Warrants
exercisable for 12,858 shares of Common
Stock
New Second Closing Units - 17,143 shares of Common Stock and Warrants
exercisable for 42,858 shares of Common
Stock
Second Supplemental Purchase Agreement Warrants - 26,340 shares of Common Stock
Remaining Second Supplemental Units - 18,036 shares of Common Stock and Warrants
exercisable for 45,090 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</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
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
Second Supplemental Purchase Agreement Warrants - 26,340
Remaining Second Supplemental Units - 18,036
<PAGE>
Page 47 of 84 Pages
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 48 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Samuels Robyn
----------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
150 West End Avenue, Apt. 5M
----------------------------------------------------------------------
(STREET)
New York New York 10023
----------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 49 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
595 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 50 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
16,095
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of
NFP) Five-Year Warrants (See explanation to Form 4 of NFP) New Second
Tranche Units (See explanation to Form 4 of NFP) New Second Closing
Units (See explanation to Form 4 of NFP) Second Supplemental Purchase
Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second
Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable
</TABLE>
<PAGE>
Page 51 of 84 Pages
<TABLE>
<S> <C>
for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
<PAGE>
Page 52 of 84 Pages
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 1,488
D - Remaining Second Supplemental Units - 595
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/
Dec. 21, 2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
Amount or Number of Shares
<PAGE>
Page 53 of 84 Pages
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 14,545 shares of Common Stock
Five-Year Warrants - 19,840 shares of Common Stock
New Second Tranche Units - 1,142 shares of Common Stock and Warrants
exercisable for 2,856 shares of Common
Stock
New Second Closing Units - 3,810 shares of Common Stock and Warrants
exercisable for 9,525 shares of Common
Stock
Second Supplemental Purchase Agreement Warrants - 5,853 shares of Common Stock
Remaining Second Supplemental Units - 4,008 shares of Common Stock and Warrants
exercisable for 10,019 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</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
New Second Tranche Units - 1,142
New Second Closing Units - 3,810
Second Supplemental Purchase Agreement Warrants - 5,853
Remaining Second Supplemental Units - 4,008
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
<PAGE>
Page 54 of 84 Pages
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 55 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Downey Paul A.
------------------- ------------------- -------------------
(LAST) (FIRST) (MIDDLE)
22200 Puccioni Road
-----------------------------------------------------------
(STREET)
Healdsburg CA 95448
------------------- ------------------- -------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 56 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
2,976 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 57 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
80,480
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of
NFP) Five-Year Warrants (See explanation to Form 4 of NFP) New Second
Tranche Units (See explanation to Form 4 of NFP) New Second Closing
Units (See explanation to Form 4 of NFP) Second Supplemental Purchase
Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second
Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
</TABLE>
<PAGE>
Page 58 of 84 Pages
<TABLE>
<S> <C>
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<PAGE>
Page 59 of 84 Pages
(A) or (D)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 7,440
D - Remaining Second Supplemental Units - 2,976
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21,
2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
<PAGE>
Page 60 of 84 Pages
Amount or Number of Shares
<TABLE>
<S> <C>
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
Second Supplemental Purchase Agreement Warrants - 29,266 shares of Common Stock
Remaining Second Supplemental Units - 20,040 shares of Common Stock and Warrants
exercisable for 50,099 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</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
New Second Tranche Units - 5,714
New Second Closing Units - 19,048
Second Supplemental Purchase Agreement Warrants - 29,266
Remaining Second Supplemental Units - 20,040
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
<PAGE>
Page 61 of 84 Pages
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 62 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Downey Robert N.
---------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
755 Park Avenue, Apt. 8B
---------------------------------------------------------------------
(STREET)
New York New York 10021
---------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 63 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
20,833 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 64 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
563,357
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of
NFP) Five-Year Warrants (See explanation to Form 4 of NFP) New Second
Tranche Units (See explanation to Form 4 of NFP) New Second Closing
Units (See explanation to Form 4 of NFP) Second Supplemental Purchase
Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second
Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
</TABLE>
<PAGE>
Page 65 of 84 Pages
<TABLE>
<S> <C>
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
<PAGE>
Page 66 of 84 Pages
(A) or (D)
Supplemental Purchase Agreement Warrants
Five-Year Warrants
New Second Tranche Units
New Second Closing Units
A - Second Supplemental Purchase Agreement Warrants - 52,083
D - Remaining Second Supplemental Units - 20,833
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21,
2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
<PAGE>
Page 67 of 84 Pages
Amount or Number of Shares
<TABLE>
<S> <C>
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
Second Supplemental Purchase Agreement Warrants - 204,861 shares of Common Stock
Remaining Second Supplemental Units - 140,278 shares of Common Stock and
Warrants exercisable for 350,694 shares of
Common Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Supplemental Purchase Agreement Warrants - 509,090
Five-Year Warrants - 694,442
New Second Tranche Units - 40,000
New Second Closing Units - 133,333
Second Supplemental Purchase Agreement Warrants - 204,861
Remaining Second Supplemental Units - 140,278
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
Supplemental Purchase Agreement Warrants - D
<PAGE>
Page 68 of 84 Pages
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 69 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Steinberg Thomas M.
---------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
199 Aycrigg Avenue
---------------------------------------------------------------------
(STREET)
Passaic Park NJ 07095
---------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 70 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
2,679 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 71 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
72,432
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Supplemental Purchase Agreement Warrants (See explanation to Form 4 of
NFP) Five-Year Warrants (See explanation to Form 4 of NFP) New Second
Tranche Units (See explanation to Form 4 of NFP) New Second Closing
Units (See explanation to Form 4 of NFP) Second Supplemental Purchase
Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second
Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable
</TABLE>
<PAGE>
Page 72 of 84 Pages
<TABLE>
<S> <C>
for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Supplemental Purchase Agreement Warrants -
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Supplemental Purchase Agreement Warrants -
<PAGE>
Page 73 of 84 Pages
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 6,697
D - Remaining Second Supplemental Units - 2,679
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Currently
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21,
2003/Jan. 18, 2004
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - Common Stock
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
<PAGE>
Page 74 of 84 Pages
Amount or Number of Shares
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - 65,455 shares of Common Stock
Five-Year Warrants - 89,285 shares of Common Stock
New Second Tranche Units - 5,143 shares of Common Stock and Warrants
exercisable for 12,858 shares of Common
Stock
New Second Closing Units - 17,143 shares of Common Stock and Warrants
exercisable for 42,858 shares of Common
Stock
Second Supplemental Purchase Agreement Warrants - 26,340 shares of Common Stock
Remaining Second Supplemental Units - 18,036 shares of Common Stock and Warrants
exercisable for 45,090 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Supplemental Purchase Agreement Warrants - (2) (See explanation to Form 4 of NFP)
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</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
New Second Tranche Units - 5,143
New Second Closing Units - 17,143
Second Supplemental Purchase Agreement Warrants - 26,340
Remaining Second Supplemental Units - 18,036
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
<PAGE>
Page 75 of 84 Pages
Supplemental Purchase Agreement Warrants - D
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 76 of 84 Pages
Attachment To Form 4 of NF Partners
in Respect to NoFire Technologies Inc. (NFTI)
Statement for: 5/99
This Form 4 is being filed jointly by NF Partners, LLC ("NFP"), Andrew
H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry
L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and
Thomas M. Steinberg. NFP is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Savage Robert H.
---------------------- ----------------------- ----------------------
(LAST) (FIRST) (MIDDLE)
5 Crooked Mile Road
---------------------------------------------------------------------
(STREET)
Westport CT 06880
---------------------- ----------------------- ----------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
NoFire Technologies, Inc. (NFTI)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
5/99
5. If Amendment, Date of Original:
(Month/Year)
<PAGE>
Page 77 of 84 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)
5/28/99
3. Transaction Code:
(Instr. 8)
Code V
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
5,952 A (1) (See explanation to Form 4 of NFP)
<PAGE>
Page 78 of 84 Pages
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
102,778
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security:
(Instr. 3)
Five-Year Warrants (See explanation to Form 4 of NFP)
New Second Tranche Units (See explanation to Form 4 of NFP)
New Second Closing Units (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants (See explanation to
Form 4 of NFP)
Remaining Second Supplemental Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security:
<TABLE>
<S> <C>
Five-Year Warrants - $1.00 per share of Common Stock
New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
New Second Closing Units - $0.75 per unit (consisting of 1 share of
</TABLE>
<PAGE>
Page 79 of 84 Pages
<TABLE>
<S> <C>
Common Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.75 per share)
Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock
Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of
Common Stock at $0.72 per share)
</TABLE>
3. Transaction Date:
(Month/Day/Year)
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - 5/28/99
Remaining Second Supplemental Units - 5/28/99
4. Transaction Code:
(Instr. 8)
Code
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
Second Supplemental Purchase Agreement Warrants - P
Remaining Second Supplemental Units - X
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) or (D)
Five-Year Warrants -
New Second Tranche Units -
New Second Closing Units -
A - Second Supplemental Purchase Agreement Warrants - 14,881
D - Remaining Second Supplemental Units - 5,952
<PAGE>
Page 80 of 84 Pages
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable
<TABLE>
<S> <C>
Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000
New Second Closing Units - No later than September 15, 2000
Second Supplemental Purchase Agreement Warrants - Currently
Remaining Second Supplemental Units - No later than September 22, 1999
</TABLE>
Expiration Date
<TABLE>
<S> <C>
Five-Year Warrants - June 14, 2003
New Second Tranche Units - August 31, 2000
New Second Closing Units - September 15, 2000
Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/
May 27, 2004
Remaining Second Supplemental Units - September 22, 1999
</TABLE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title
<TABLE>
<S> <C>
Five-Year Warrants - Common Stock
New Second Tranche Units - Common Stock and Warrants
New Second Closing Units - Common Stock and Warrants
Second Supplemental Purchase Agreement Warrants - Common Stock
Remaining Second Supplemental Units - Common Stock and Warrants
</TABLE>
<PAGE>
Page 81 of 84 Pages
Amount or Number of Shares
<TABLE>
<S> <C>
Five-Year Warrants - 198,412 shares of Common Stock
New Second Tranche Units - 11,429 shares of Common Stock and Warrants
exercisable for 28,572 shares of Common
Stock
New Second Closing Units - 38,095 shares of Common Stock and Warrants
exercisable for 95,238 shares of Common
Stock
Second Supplemental Purchase Agreement Warrants - 58,532 shares of Common Stock
Remaining Second Supplemental Units - 40,079 shares of Common Stock and Warrants
exercisable for 100,198 shares of Common
Stock
</TABLE>
8. Price of Derivative Security:
(Instr. 5)
<TABLE>
<S> <C>
Five-Year Warrants - (2) (See explanation to Form 4 of NFP)
New Second Tranche Units - (2) (See explanation to Form 4 of NFP)
New Second Closing Units - (2) (See explanation to Form 4 of NFP)
Second Supplemental Purchase Agreement Warrants - (1)(See explanation to Form 4 of NFP)
Remaining Second Supplemental Units - (3)(See explanation to Form 4 of NFP)
</TABLE>
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
Five-Year Warrants - 198,412
New Second Tranche Units - 11,429
New Second Closing Units - 38,095
Second Supplemental Purchase Agreement Warrants - 58,532
Remaining Second Supplemental Units - 40,079
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
<PAGE>
Page 82 of 84 Pages
Five-Year Warrants - D
New Second Tranche Units - D
New Second Closing Units - D
Second Supplemental Purchase Agreement Warrants - D
Remaining Second Supplemental Units - D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See explanation to Form 4 of NFP.
[Signatures follow all attachments]
<PAGE>
Page 83 of 84 Pages
SIGNATURE
WITNESS, the signatures of the undersigned this th day of
June, 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 84 of 84 Pages
/s/ Robert N. Downey
--------------------------------
Robert N. Downey
/s/ Thomas M. Steinberg
--------------------------------
Thomas M. Steinberg
/s/ Andrew H. Tisch
--------------------------------
Andrew H. Tisch
/s/ John Capozzi
--------------------------------
John Capozzi
/s/ Robert H. Savage
--------------------------------
Robert H. Savage
