<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Nocopi Technologies, Inc.
------------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)
655210 10 2
-------------
(CUSIP Number)
Thomas F. Hurley, Esquire
Hangley Aronchick Segal & Pudlin, PC
One Logan Square - 27th Floor
Philadelphia, PA 19103
Tel.: (15) 568-6200
Fax.: (215) 568-0300
e-mail: [email protected]
---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 19, 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 /___/.
Check the following box if a fee is being paid with the statement. /__/
Page 1 of 13
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CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON Daniel Benasutti
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X /
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS 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
<TABLE>
<S> <C> <C> <C>
Number of 7 SOLE VOTING POWER 345,000
Shares
Beneficially 8 SHARED VOTING POWER 265,000
Owned by
Each 9 SOLE DISPOSITIVE POWER 345,000
Reporting
Person 10 SHARED DISPOSITIVE POWER 265,000
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 610,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / x /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 2 of 13
<PAGE> 3
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON Ross L. Campbell
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS 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
<TABLE>
<S> <C> <C> <C>
Number of 7 SOLE VOTING POWER 858,050
Shares
Beneficially 8 SHARED VOTING POWER 101,100
Owned by
Each 9 SOLE DISPOSITIVE POWER 858,050
Reporting
Person 10 SHARED DISPOSITIVE POWER 101,100
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 959,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 3 of 13
<PAGE> 4
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON Joseph Falcone
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS 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
<TABLE>
<S> <C> <C> <C>
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER 240,000
Owned by
Each 9 SOLE DISPOSITIVE POWER -0-
Reporting
Person 10 SHARED DISPOSITIVE POWER 240,000
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 240,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 4 of 13
<PAGE> 5
CUSIP No. 655210 10 2
1 NAME OF REPORTING PERSON Michael A. Feinstein
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / X/
(b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS 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
<TABLE>
<S> <C> <C> <C>
Number of 7 SOLE VOTING POWER 1,000,500
Shares
Beneficially 8 SHARED VOTING POWER -0-
Owned by
Each 9 SOLE DISPOSITIVE POWER 1,000,500
Reporting
Person 10 SHARED DISPOSITIVE POWER -0-
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,000,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14 TYPE OF REPORTING PERSON (See Instructions) IN
Page 5 of 13
<PAGE> 6
Daniel Benasutti, Ross L. Campbell, Joseph Falcone and Michael A.
Feinstein hereby amend the Schedule 13D filed by them, together with Michael
Voticky and Stanley Knowlton, with the Securities and Exchange Commission on
March 2, 1999 in respect of the common stock, $.002 par value of Nocopi
Technologies, Inc. (the "Issuer") so that the Items identified below shall
appear in full as follows:
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 following natural persons are filing this statement on
Schedule 13D:
Daniel Benasutti
Ross L. Campbell
Joseph Falcone
Michael A. Feinstein
Such persons have formed a shareholder's committee composed of
such persons and known as the Nocopi Committee to Maximize Our
Return on Equity ("NoMore").
(b) The business or residential addresses of the 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 402 Wyntrelea
Drive, Bryn Mawr, Pennsylvania 19010.
The business address of Michael A. Feinstein is Michael A.
Feinstein, M.D., P.C., 801 Spruce Street, 3rd Floor East,
Philadelphia, Pennsylvania 19107.
(c) The present principal occupation or employment of each of the
persons filing this statement on Schedule 13D are as follows:
Page 6 of 13
<PAGE> 7
Daniel Benasutti is General Manager of the Country Square
Diner, Broomall, Pennsylvania.
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 self-employed as a licensed practicing
physician.
(d) and (e) During the last five years, none of the persons filing this
statement on Schedule 13D 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 persons filing this statement on Schedule
13D are citizens of the United States of America.
Item 4. Purpose of Transaction
Each person filing this statement on Schedule 13D acquired the Common
Stock beneficially owned by him in the ordinary course of his investing
activities.
Depending upon market conditions and other factors that he may deem
material, each person filing this statement on Schedule 13D 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 he now beneficially
owns or may hereafter acquire in open market or privately negotiated
transactions or otherwise.
The persons filing this statement on Schedule 13D have noted the
continuing failure of the Issuer to operate profitably, the continuing poor
performance in the market of the Issuer's Common Stock, the complete failure of
the Issuer's existing board of directors to take essential steps to improve the
Issuer's operating performance during its tenure in office or to otherwise act
to improve shareholder value, and the loss of the Issuer's principal customer
and management's unwillingness or inability to prevent that loss. They have also
noted the existence of apparent conflicts between the interests of the Issuer's
stockholders and those of the incumbent members of the Issuer's board of
directors. They have determined that the continuation in office of the current
board of directors threatens the continued existence of the Issuer and that,
consequently, it is imperative that the current members of the board be
replaced.
Page 7 of 13
<PAGE> 8
The persons filing this statement on Schedule 13D have determined to
form a stockholders' committee comprised of such persons, to be known as the
Nocopi Committee to Maximize Our Return on Equity ("NoMore") and to cause NoMore
to take action for the following purposes:
(a) to nominate the persons identified below for election as directors
of the Issuer at the Issuer's Annual Meeting of Stockholders currently scheduled
for November 30, 1999;
(b) to vote all shares of Common Stock over which members of NoMore
have or share the power to vote in favor of the election of such nominees as
directors of the Issuer;
(c) to solicit proxies from other stockholders of the Issuer in support
of the election of such nominees as directors of the Issuer; and
(d) to consult with the Issuer's directors concerning ways in which
they may take action to improve shareholder value including, without limitation,
any of the following:
- acting to reduce the Company's overhead expenses;
- acting to increase and incentive the Issuer's sales
force and otherwise to improve operating revenues;
- pursuing other potential changes in the operations
and/or capital structure of the Issuer; and
- pursuing a strategic acquisition, disposition, merger
or other business combination.
The names of, and certain information concerning, the persons NoMore
intends to nominate for election as directors of the Issuer are as follows:
MICHAEL A. FEINSTEIN, M.D., 52, has been a practicing physician in
Philadelphia for more than 20 years, serving since 1994 as the President of a
group medical practice including three physicians. He is a Fellow of the
American College of Obstetrics and Gynecology and of the American Board of
Obstetrics and Gynecology. He received his B.A. from LaSalle College and his
M.D. from Jefferson Medical College. He has been an active private investor for
more than 30 years and, during that time, has consulted with the managements of
public companies in which he invested on a number of occasions.
RICHARD LEVITT, 42, has been engaged in the network services segment of
the computer industry since 1988. In 1995, he participated in the founding of
XiTech Corporation, a Pittsburg, Pennsylvania-based provider of computing and
computer networking hardware and network design and implementation services
which in five years has grown to over 100 employees and over $40 million in
annual sales. Since founding Xi-Tech, he has served as one of its corporate
principals, as a Network Consultant and as the Manager of its Network Sales
force. In these capacities, Mr. Levitt has played a crucial role in the
strategic and financial planning for XiTech,
Page 8 of 13 Pages
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as well as the development of new accounts. Before joining ZiTech, Mr. Levitt
served as a network sales executive for Digital Equipment Corporation from 1988
to 1994 and as a network consultant for TriLogic Corporation during 1994 and
1995. Mr. Levitt holds a B.S. in Marketing from Kent State University.
STEVEN PINSK, 35, has engaged in business as an independent financial
analyst since 1998. Prior thereto, from 1997 to 1998, Mr. Pinsk served the
investment banking firm of Credit Suisse First Boston as a vice president of
equity research concentrating in the lodging industry. From 1993 to 1997, Mr.
Pinsk was employed by another investment banking firm, Schroder & Co. as an
equity research analyst. Mr. Pinsk received his B.A. from Emory University and
his M. B.A in Finance and Accounting from Columbia University.
JOEL PINSKY, 63, has practiced business law with the firm of Gross,
Pinsky, Montreal, Canada, where he is a senior partner, for more than 20 years.
Mr. Pinsky served as a director of the Issuer from 1992 to 1998 and as its
corporate secretary and general counsel until his resignation in February 1999.
Mr. Pinsky has also served as a director of numerous other companies engaged in
a variety of industries, all of which were privately held.
Except as set forth above, none of the persons filing this statement on
Schedule 13D 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. However, 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. The persons filing this statement on Schedule 13D
reserve the right to adopt additional plans and/or to make additional proposals
of the kind set forth in subparagraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer
Ross L. Campbell beneficially owns 959,150 shares of Common
Stock constituting 2.8% of the outstanding shares of Common
Stock.
Michael A. Feinstein beneficially owns 1,000,500 shares of
Common Stock constituting 3.0% of the outstanding shares of
Common Stock.
Daniel Benasutti beneficially owns 610,000 shares of Common
Stock constituting 1.8% of the outstanding shares of Common
Stock. Mr. Benasutti may also be deemed to be the beneficial
owner of 22,000 shares of Common Stock owned by his wife, as
to which he disclaims beneficial ownership.
Joseph Falcone beneficially owns 240,000 shares of Common
Stock constituting 0.7% of the outstanding shares of Common
Stock.
Page 9 of 13 Pages
<PAGE> 10
All of the persons listed above, together in the aggregate,
constituting a group for purposes of this statement filed on Schedule 13D,
beneficially own 2,809,650 shares of Common Stock constituting 8.3% of the
outstanding shares of Common Stock.
(b) Except as set forth below, each 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 him.
Ross Campbell shares with his wife, Marcia Campbell, the power to vote
or direct the voting of, and the power to dispose or direct the disposition of,
101,100 shares of Common Stock which are included in the number of shares
reported above for Mr. Campbell.
Joseph Falcone shares with his wife, Joy Falcone the power to vote or
direct the voting of, and the power to dispose or direct the disposition of,
240,000 shares of Common Stock which constitute all of the shares reported above
for Mr. Falcone.
Daniel Benasutti shares with his wife, Efterpi Benasutti, the power to
vote or direct the voting of, and the power to dispose or direct the disposition
of, 265,000 shares of Common Stock which are included in the number of shares
reported above for Mr. Benasutti.
Each of Marcia Campbell, Joy Falcone and Efterpi Benasutti (i) has the
same residence or business address as that of her husband as noted in Item 2,
above, (ii) is not employed, (iii) during the last five years, has not been (A)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (B) 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; and
(iv) is a citizen of the United States.
Page 10 of 13 Pages
<PAGE> 11
(c) The following table sets forth certain information concerning
transactions in Common Stock effected by the persons listed in paragraphs (a)
and (b) above within the past sixty (60) days:
<TABLE>
<CAPTION>
Price Paid
Date of Nature of or Number of
Name Transaction Transaction Received Shares
---- ----------- ----------- -------- ------
<S> <C> <C> <C> <C>
Joseph Falcone and Joy
Falcone, h/w 10/14/99 Purchase .135 35,000
Michael Feinstein 9/27/99 Purchase $.1154 20,000
10/5/99 Purchase $.1022 12,500
10/6/99 Purchase $.1111 14,000
10/14/99 Purchase $.135 7,000
10/14/99 Purchase $.145 7,000
</TABLE>
(d) No person other than the persons identified in Item 5(a) and (b) 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
The individuals filing this statement on Schedule 13D have agreed among
themselves to conduct the proxy contest described above and to share among
themselves the cost of conducting such contest. Such individuals have also
agreed among themselves that each will vote his shares of Common Stock in favor
of the election of the nominees identified in Item 4 above as directors of the
Issuer, or give a proxy providing for the voting of his shares of Common Stock
in such manner.
Except as described above, 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.
Page 11 of 13 Pages
<PAGE> 12
Item 7. Material to Be Filed as Exhibits
Exhibit A--Joint Filing Agreement
Signatures
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: October 19, 1999
/s/ Daniel Benasutti
--------------------
Daniel Benasutti
/s/ Ross Campbell
--------------------
Ross Campbell
/s/ Joseph Falcone
--------------------
Joseph Falcone
/s/ Michael Feinstein
--------------------
Michael Feinstein
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 12 of 13 Pages
<PAGE> 13
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 October 19,
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: October 19, 1999
/s/ Daniel Benasutti
---------------------
Daniel Benasutti
/s/ Ross Campbell
---------------------
Ross Campbell
/s/ Joseph Falcone
---------------------
Joseph Falcone
/s/ Michael Feinstein
---------------------
Michael Feinstein
Page 13 of 13 Pages
