<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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.: (215) 568-6200
Fax.: (215) 568-0300
e-mail: [email protected]
---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 25, 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 5
<PAGE> 2
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, as amended by Amendment No. 1 to Schedule 13D filed by them on
October 21, 1999 in respect of the common stock, $.01 par value of Nocopi
Technologies, Inc. (the "Issuer") so that the Items identified below shall
appear in full as follows:
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.
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
Page 2 of 5 Pages
<PAGE> 3
(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 amd 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, 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.
WALDEMAR MAYA,JR., 49, has served since June 1999 as Director of
Finance, Airplane Services for The Boeing Company. Before joining Boeing, Mr.
Maya served as the Executive Vice President, Treasurer and Secretary and as a
director of N.J. Malin & Associates, Inc. a Texas-based wholesale of material
handling equipment.
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 &
Page 3 of 5 Pages
<PAGE> 4
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 7. Material to Be Filed as Exhibits
Exhibit A--Joint Filing Agreement (incorporated by reference to Amendment No. 1
to Schedule 13D filed on October 21, 1999.
Page 4 of 5 Pages
<PAGE> 5
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 26, 1999
/s/ Daniel Benasutti
Daniel Benasutti
/s/ Ross Campbell
Ross Campbell
/s/ Joseph Falcone
Joseph Falcone
/s/ Michael Feinstein
Michael Feinstein
Page 5 of 5 Pages
