UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nocopi Technologies, Inc.
------------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------
(Title of Class of Securities)
655210 10 2
-------------
(CUSIP Number)
Henry F. Schlueter
Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
Telephone: 303-292-3883
Fax: 303-296-8880
E-mail: [email protected]
---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 20, 1999
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /___/.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Daniel Benasutti
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
537,000
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 537,000
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-2-
<PAGE>
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Ross L. Campbell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
959,150
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 959,150
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
959,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-3-
<PAGE>
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Joseph Falcone
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
130,000
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 130,000
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.39%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-4-
<PAGE>
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Michael Feinstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
518,500
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 518,500
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-5-
<PAGE>
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Stanley Knowlton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
559,000
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 559,000
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-6-
<PAGE>
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Michael P. Voticky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian--Resident in the United States
7 SOLE VOTING POWER
1,000
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 1,000
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.003%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
-7-
<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain Issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because off the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for I. R.
S. identification numbers, may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to the text of the
items. Answer every item. If an item is inapplicable or the answer is in the
negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the statement
unless it would render such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly identified in the reference
by page, paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the particular
place in the statement where the information is required. A copy of any
information or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with the Commission for
all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or
other group, the information called for by Items 2-6, inclusive, shall be given
with respect to (i) each partner of such general partnership; (ii) each partner
who is denominated as a general partner or who functions as a general partner of
such limited partnership; (iii) each member of such syndicate or group; and (iv)
each person controlling such partner or member. If the statement is filed by a
corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the information called for by the above mentioned
items shall be given with respect to (a) each executive officer and director of
such corporation; (b) each person controlling such corporation; and (c) each
executive officer and director of any corporation or other person ultimately in
control of such corporation.
Item 1. Security and Issuer
This Statement relates to the Common Stock, $.01 par value (the "Common
Stock"), of Nocopi Technologies, Inc., a Maryland corporation, 537 Apple Street,
West Conshohocken, Pennsylvania 19428.
Item 2. Identity and Background
(a) The names of the persons filing this statement on Schedule 13D are the
following natural persons:
Daniel Benasutti
Ross L. Campbell
Joseph Falcone
Michael A. Feinstein
Stanley Knowlton
Michael Voticky
-8-
<PAGE>
(b) The business or residential address of the natural persons identified above
are as follows:
The residential address of Daniel Benasutti is 2002 Kerwood Drive,
Broomall, Pennsylvania 19008.
The residential address of Ross L. Campbell is 675 Lewis Lane, Ambler,
Pennsylvania 19002.
The residential address of Joseph Falcone is Wyntrelea Drive, Bryn Mawr,
Pennsylvania.
The business address of Michael A. Feinstein is Michael A. Feinstein, M.D.,
P.C., 801 Spruce Street, 3rd Floor East, Philadelphia, Pennsylvania 19107.
The residential address of Stanley Knowlton is 12 Egypt Close, East
Hampton, New York 11937.
The business address of Michael Voticky is 610 Brazos, #300, Austin, Texas
78721
(c) The present principal occupation or employment of each of the natural
persons filing this statement on Schedule 13D are as follows:
Daniel Benasutti is General Manager of the Country Square Diner.
Ross L. Campbell is Senior Vice President of Janney Montgomery Scott, a
brokerage firm located in Philadelphia, Pennsylvania.
Joseph Falcone is self-employed as a building contractor.
Michael A. Feinstein is a licensed practicing physician.
Stanley Knowlton is an account executive at Melhado & Flynn, a brokerage
firm located in New York, New York.
Michael P. Voticky is involved in the real estate development and
management business and is a private investor.
(d) and (e) During the last five years, none of the natural persons listed
above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship. All of the natural persons listed above are citizens of the
United States of America, with the exception of Michael P. Voticky, who is
a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by each of the natural persons listed in
Item 2 above in making purchases of the Common Stock beneficially owned by each
person was each person's personal funds intended by them solely to be used for
their own investment purpose.
-9-
<PAGE>
Item 4. Purpose of Transaction
Each of the individuals acquired the Common Stock beneficially owned by
them in the ordinary course of their investing activities.
Depending upon market conditions and other factors that these individuals
may deem material, each of the individuals may purchase additional shares of
Common Stock or related securities or may dispose of all or a portion of the
Common Stock or related securities that they now beneficially own or may
hereafter acquire in open market or privately negotiated transactions or
otherwise. In addition, although each of the individuals originally purchased
the Common Stock owned by them for investment purposes, they are now considering
ways to increase shareholders' value in the Issuer. Such actions could include
potential changes in the operations and/or capital structure of the Issuer,
including but not limited to, aggressive action to collect all amounts owed to
it by other parties including amounts owed from affiliated entities; actions to
limit conflicts of interest between the directors of the Company and entities or
individuals with which they are otherwise affiliated or associated; entry into a
joint venture or a strategic partnership; proposing that management pursue an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation or change in control of the Issuer; encouraging, participating or
leading a proxy contest to change the Company's directors and/or encouraging or
participating in or making a tender offer to acquire control of the Company.
Although none of these individuals, currently has any definitive plans or
proposals which relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4, it should be noted that any of the
actions described above could relate to or result in actions set forth in
subparagraphs (a) through (j) of Item 4. These individuals are at the present
time and may in the future discuss such possibilities with others, including,
without limitation, other shareholders of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) Stanley Knowlton beneficially owns 559,000 shares of Common Stock
constituting 1.7% of the outstanding shares of Common Stock.
Ross L. Campbell beneficially owns 959,150 shares of Common Stock
constituting 2.9% of the outstanding shares of Common Stock.
Michael A. Feinstein beneficially owns 518,500 shares of Common Stock
constituting 1.5% of the outstanding shares of Common Stock.
Michael Voticky beneficially owns 1,000 shares of Common Stock constituting
.003% of the outstanding shares of Common Stock.
Daniel Benasutti beneficially owns 537,000 shares of Common Stock
constituting 1.6% of the outstanding shares of Common Stock.
Joseph Falcone beneficially owns 130,000 shares of Common Stock
constituting .39% of the outstanding shares of Common Stock.
All of the natural persons listed above, together in the aggregate,
constituting a group for purposes of this statement filed on Schedule 13D,
beneficially own 2,704,650 shares of Common Stock constituting 8.1% of the
outstanding shares of Common Stock.
(b) Each natural person listed under paragraph (a) of Item 5 above has the
power to vote or direct the vote of, and to dispose or direct the
disposition of, the Common Stock beneficially owned by them as is listed by
their name above.
(c) The following transactions were effected by the natural persons listed in
paragraph (a) above within the past sixty (60) days:
-10-
<PAGE>
Daniel Benasutti purchased 50,000 shares of Nocopi Technologies, Inc.
Common Stock on December 4, 1998, at $.10 per share in an open market
purchase.
Ross Campbell purchased 5,000 shares of Nocopi Technologies, Inc. Common
Stock on December 4, 1998, at $.11 per share in an open market purchase.
Joseph Falcone purchased (i) 20,000 shares of Nocopi Technologies, Inc.
Common Stock on April 6, 1998, at $.21 per share in an open market
purchase, (ii) 5,000 shares of Nocopi Technologies, Inc. Common Stock on
April 9, 1998, at $.30 per share in an open market purchase, (iii) 5,000
shares of Nocopi Technologies, Inc. Common Stock on April 13, 1998, at $.33
per share in an open market purchase, (iv) 20,000 shares of Nocopi
Technologies, Inc. Common Stock on April 21, 1998, at $.30 per share in an
open market purchase, (v) 10,000 shares of Nocopi Technologies, Inc. Common
Stock on April 30, 1998, at $.30 per share in an open market purchase, (vi)
20,000 shares of Nocopi Technologies, Inc. Common Stock on May 18, 1998, at
$.33 per share in an open market purchase, (vii) 20,000 shares of Nocopi
Technologies, Inc. Common Stock on July 10, 1998, at $.21 per share in an
open market purchase, and (viii) 30,000 shares of Nocopi Technologies, Inc.
Common Stock on November 5, 1998, at $.11 per share in an open market
purchase.
Michael Feinstein purchased (i) 15,000 shares of Nocopi Technologies, Inc.
Common Stock on December 11, 1998, at $.135 per share in an open market
purchase, (ii) 10,000 shares of Nocopi Technologies, Inc. Common Stock on
December 14, 1998, at $.135 per share in an open market purchase, (iii)
10,000 shares of Nocopi Technologies, Inc. Common Stock on January 27,
1999, at $.10 per share in an open market purchase, (iv) 10,000 shares of
Nocopi Technologies, Inc. Common Stock on January 28, 1999, at $.11 per
share in an open market purchase, (v) 10,000 shares of Nocopi Technologies,
Inc. Common Stock on February 18, 1999, at $.16 per share in an open market
purchase, (vi) 10,000 shares of Nocopi Technologies, Inc. Common Stock on
February 22, 1999, at $.16 per share in an open market purchase, and (vii)
10,000 shares of Nocopi Technologies, Inc. Common Stock on February 23,
1999, at $.16 per share in an open market purchase.
Stanley Knowlton purchased (i) 40,000 shares of Nocopi Technologies, Inc.
Common Stock on December 10, 1998, at $.15 per share in an open market
purchase, (ii) 10,000 shares of Nocopi Technologies, Inc. Common Stock on
December 11, 1998, at $.15 per share in an open market purchase, (iii)
20,000 shares of Nocopi Technologies, Inc. Common Stock on December 15,
1998, at $.14 per share in an open market purchase, and (iv) 30,000 shares
of Nocopi Technologies, Inc. Common Stock on January 7, 1999, at $.14 per
share in an open market purchase,
(d) No person other than the persons filing this statement on Schedule 13D is
known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of shares of the Common Stock.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons filing this statement on Schedule 13D or between
such persons and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
-11-
<PAGE>
Item 7. Material to Be Filed as Exhibits
Exhibit A--Joint Filing Agreement
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 1, 1999
Signature:
/s/ Daniel Benasutti
-----------------------------
Daniel Benasutti
/s/ Ross L. Campbell
-----------------------------
Ross L. Campbell
/s/ Joseph Falcone
-----------------------------
Joseph Falcone
/s/ Michael Feinstein
-----------------------------
Michael Feinstein
/s/ Stanley Knowlton
-----------------------------
Stanley Knowlton
/s/ Michael Voticky
-----------------------------
Michael Voticky
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
-12-
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Nocopi Technologies, Inc., dated March 1, 1999,
is, and any further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended.
Dated as of: March 1, 1999
Signature:
/s/ Daniel Benasutti
-----------------------------
Daniel Benasutti
/s/ Ross L. Campbell
-----------------------------
Ross L. Campbell
/s/ Joseph Falcone
-----------------------------
Joseph Falcone
/s/ Michael Feinstein
-----------------------------
Michael Feinstein
/s/ Stanley Knowlton
-----------------------------
Stanley Knowlton
/s/ Michael Voticky
-----------------------------
Michael Voticky
-13-
