SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 1999
NOCOPI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 0-20333 87-0406496
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
537 Apple Street, W. Conshohocken, Pennsylvania 19428-2903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 610-834-9600
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
During October 1999, a committee of Registrant's stockholders known as the
Nocopi Committee To Maximize Our Return on Equity ("NoMore") and consisting of
Michael Feinstein, Joseph Falcone, Daniel Benasutti and Ross Campbell determined
to nominate a slate of directors for election at Registrant's 1999 Annual
Meeting of Stockholders (the "Meeting") in opposition to the candidates
nominated by Registrant's then existing board of directors. NoMore nominated
five persons, Michael Feinstein, Richard Levitt, Waldemar Maya, Jr., Steven
Pinsk and Joel Pinsky (collectively, the "NoMore Nominees") for election to fill
five of the six directorships to be filled at the Meeting. Other individuals
were nominated by Registrant's then existing board.
The meeting was held on December 15, 1999. Based on the preliminary results
of the election, the NoMore Nominees and Arshavir Gundjian, one of the nominees
of management, were elected as directors of Registrant to serve until
Registrant's 2000 Annual Meeting of Stockholders.
To the extent that the NoMore Nominees may vote as a group on matters
submitted for voting by Registrant's board of directors, they may be deemed to
exercise control of Registrant. To that extent, a change in control of
Registrant may be deemed to have occurred on December 15, 1999 by reason of the
NoMore Nominees' election as directors of Registrant. Based on a report on Form
8-K filed by Registrant on or about June 22, 1998, certain persons including
Jack Halperin and Susan Cox, both directors of Registrant until December 15,
1999, may have been deemed to be in control of Registrant until December 15,
1999. To the extent that the NoMore Nominees may be deemed to be in control of
Registrant, such control was assumed from Mr. Halperin and Ms. Cox and any other
persons who may have participated with them in exercising control of Registrant.
No consideration was paid by the NoMore Nominees in connection with the
transactions described above.
According to information furnished to Registrant by each of the NoMore
Nominees, such persons currently beneficially own 1,116,300 shares of common
stock of Registrant constituting 3.1% of all outstanding common stock of
Registrant.
NoMore has advised Registrant that it does not intend to continue in
existence as an organized committee of stockholders and, accordingly, does not
expect or intend to influence how the NoMore Nominees may vote in any matter.
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There are no arrangements known to Registrant the operation of which at a
subsequent date may result in a further change in control of Registrant.
Item 7. Financial Statements and Exhibits
Exhibit 22 Press Release dated December 21, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nocopi Technologies, Inc.
(Registrant)
By: /s/ Rudolph A. Lutterschmidt
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Rudolph A. Lutterschmidt,
Vice President & Chief Financial Officer
Dated: December 22, 1999
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Exhibit 22
Contact: Rudolph A. Lutterschmidt
(610) 834-9600
FOR IMMEDIATE RELEASE
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STOCKHOLDERS OF NOCOPI TECHNOLOGIES, INC.
ELECT NEW BOARD OF DIRECTORS
NEW BOARD ELECTS MICHAEL FEINSTEIN AS CHAIRMAN
West Conshohocken, Pa. December 21, 1999/PRNewswire. Nocopi Technologies,
Inc. (OTC Bulletin Board: "NNUP") today announced that its stockholders elected
a new board of directors at the Company's Annual Meeting on December 15, 1999.
Based on preliminary results of the voting announced at the Annual Meeting, the
stockholders elected Michael Feinstein, Arshavir Gundjian, Richard Levitt,
Waldemar Maya, Jr., Steven Pinsk and Joel Pinsky to serve as directors until the
next annual meeting of the Company's stockholders. The final tabulation of the
election results are expected to be available within one week to ten days.
Of the directors elected, all except for Mr. Gundjian were nominated by the
Nocopi Committee To Maximize Our Return on Equity (NoMore), a stockholders
committee formed by Michael Feinstein and others to replace the Company's former
board of directors whose leadership of the Company was perceived to be
ineffective.
At a meeting of the Board of Directors held immediately after the
stockholders meeting, the new Board of Directors elected Michael Feinstein to
serve as the Company's Chairman. Mr. Feinstein said, "The election results
confirm NoMore's belief that the Company's stockholders wanted fundamental
change in the way the Company is managed. The Company's new board of directors
is committed to improving the Company's results and enhancing stockholder value.
It will act quickly to assess the Company's strengths and weaknesses and to
determine a new direction for the Company. In the near term, it will cut
operating costs wherever possible in order to preserve the Company's resources
during the necessary period of assessment."
Nocopi Technologies, Inc. was founded in 1984 and is based in West
Conshohocken, Pennsylvania. The Company is engaged in the business of developing
solutions against counterfeiting, product diversion, document security and
authentication via patented technologies including invisible ink and reactive
thread.
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FORWARD-LOOKING INFORMATION
The foregoing contains forward-looking information within the meaning of
The Private Securities Litigation Act of 1995. Such forward-looking statements
involve certain risks and uncertainties. Actual results may differ materially
from such forward-looking statements (a summary of which may be found in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998
under the caption "Risk Factors"). The Company does not undertake to publicly
update or revise its forward-looking statements even if experience or future
changes make it clear that any projected results (expressed or implied) will not
be realized.
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