<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
NOCOPI TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NOCOPI COMMITTEE TO MAXIMIZE OUR RETURN ON EQUITY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies: Common
Stock, $.002 par value
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
shares
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
NOCOPI COMMITTEE TO MAXIMIZE
OUR RETURN ON EQUITY
TO THE STOCKHOLDERS OF NOCOPI TECHNOLOGIES, INC.
November , 1999
Dear Stockholder:
The Nocopi Committee to Maximize Our Return on Equity ("NoMore") has been
formed by four stockholders of Nocopi Technologies, Inc. who believe that
Nocopi's current board of directors has horribly mismanaged Nocopi and must be
replaced. NoMore intends to nominate five extremely well qualified, independent
candidates for election as directors of Nocopi at the upcoming annual meeting of
Nocopi's stockholders, currently scheduled for November 30, 1999. NoMore is
soliciting your support for its nominees and is asking for your proxy in order
that your shares can be voted in favor of the NoMore nominees. NoMore's proxy
statement and its BLUE proxy card are enclosed. WE URGE YOU TO READ THE ENCLOSED
PROXY STATEMENT CAREFULLY AND TO RETURN THE BLUE PROXY CARD IN THE POSTAGE-PAID
RETURN ENVELOPE WE HAVE ALSO ENCLOSED.
The mismanagement of Nocopi by its current board of directors is obvious.
Consider
- Since the current board took office, the historic bull market of the late
1990s has continued, BUT NOCOPI'S STOCK HAS FLOUNDERED
- Nocopi has continued to operate at a loss during every day of the current
board's tenure in office
- Nocopi's major customer recently has terminated its relationship with the
Company. The board has not identified any plan to replace the lost
revenues and has expressed concern that Nocopi may not be able to
continue in business.
The board simply has taken no effective steps to turn the Company around or to
realize the tremendous potential inherent in the Company's technologies. Help us
vote these board members out of office!
You will also be receiving a proxy statement from management and its proxy
card. PLEASE DO NOT RETURN THE MANAGEMENT PROXY CARD UNDER ANY CIRCUMSTANCES. If
you return both management's proxy card and the BLUE proxy card, there is a
danger that your shares will not be voted in the manner you desire.
If your shares are held by a broker, a bank or another nominee, only that
nominee can vote your shares. Please contact your broker or other nominee and
instruct it to return the BLUE proxy card.
Time is short. The annual meeting is scheduled for November 30, 1999.
PLEASE RETURN THE BLUE PROXY CARD TODAY.
Thank you for helping us to make a difference to our Company's future.
THE NOCOPI COMMITTEE TO
MAXIMIZE OUR RETURN ON EQUITY
Daniel Benasutti
Ross Campbell
Joseph Falcone
Michael Feinstein
<PAGE> 3
PRELIMINARY PROXY STATEMENT
OF
THE NOCOPI COMMITTEE TO MAXIMIZE
OUR RETURN ON EQUITY
IN OPPOSITION TO MANAGEMENT'S SOLICITATION
FOR ELECTION OF THE DIRECTORS
OF NOCOPI TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS OF
NOCOPI TECHNOLOGIES, INC.
TO BE HELD ON NOVEMBER 30, 1999
This Proxy Statement and the accompanying BLUE Proxy Card are being
furnished by the Nocopi Committee to Maximize Our Return on Equity ("NoMore") to
the stockholders of Nocopi Technologies, Inc., a Maryland corporation (the
"Company"), with its principal executive offices located at 537 Apple Street,
West Conshocken, Pennsylvania 19428, to be used at the 1999 annual meeting of
the stockholders of the Company which NoMore understands will be held on
November 30, 1999 (the "Annual Meeting").
The members of NoMore are stockholders of the Company. Their holdings of
2,809,650 shares of the Company's $.01 par value common stock (the "Common
Stock") have been amassed through purchases made in the public market.
The members of NoMore have become increasingly concerned about:
- the continuing losses from operations sustained by the Company in recent
years;
- the Company's languishing stock price;
- the lack of proper focus by the Company's management demonstrated by its
failure to take any action to prevent the Company from losing its largest
customer; and
- the seeming lack of concern for the well-being of the Company and its
owners which management has demonstrated through its unwillingness to
consult with and listen to the Company's owners and by its delay in
scheduling the 1999 annual meeting of the Company's stockholders (the
"Annual Meeting").
In order to address and correct those concerns, the members of NoMore organized
NoMore to propose to the Company's owners an alternative slate of knowledgeable
and dedicated candidates (the "NoMore Nominees") for election at the Company's
upcoming annual shareholders meeting.
NoMore understands that the Company (i) plans to hold the Annual Meeting on
November 30, 1999, at 10:00 a.m. local time at , and (ii) has selected
October 25, 1999 as the record date (the "Record Date") for determining the
stockholders of the Company entitled to notice of and to vote at the Annual
Meeting.
THIS SOLICITATION IS BEING MADE BY NOMORE IN OPPOSITION TO THE INCUMBENT
BOARD OF DIRECTORS AND MANAGEMENT OF THE COMPANY.
This Proxy Statement and the accompanying BLUE Proxy Card are first being
sent or given on or about November , 1999 to the holders of record of the
Company's Common Stock at the close of business on the Record Date. According to
the Company's Notice of Annual Meeting of Stockholders and Proxy Statement (the
"Company Proxy Statement") filed by the Company with the Securities and Exchange
Commission on October , 1999, as of the close of business on October , 1999,
there were 33,712,332 shares of the Company's Common Stock outstanding and
entitled to vote at the Annual Meeting. Each share of the Company's Common Stock
is entitled to one vote on all matters to come before the Annual Meeting. The
Company has no other class of voting securities outstanding.
<PAGE> 4
On the Record Date, members of NoMore were the beneficial owners of
2,809,650 shares of the Company's Common Stock representing 8.3% of all
outstanding Common Stock. Members of NoMore intend to vote such shares FOR the
election of the NoMore Nominees.
IMPORTANT
Carefully review this Proxy Statement and the enclosed BLUE Proxy Card. No
matter how many or how few shares of the Company's Common Stock you own, please
vote FOR the election of the NoMore Nominees to the Board of Directors by so
indicating and by signing, dating and mailing the BLUE Proxy Card promptly to
NoMore.
ONLY STOCKHOLDERS OF RECORD ON THE RECORD DATE ARE ENTITLED TO EXECUTE
PROXIES.
NOMORE REQUESTS THAT YOU DO NOT VOTE ON OR RETURN TO THE COMPANY ANY PROXY
CARD PROVIDED TO YOU BY THE COMPANY OR ANY OTHER STOCKHOLDER OF THE COMPANY,
EVEN TO VOTE AGAINST THE INCUMBENT BOARD'S SLATE OR ANY OTHER SLATE OF NOMINEES.
RETURNING ANY PROXY CARD PROVIDED TO YOU BY THE COMPANY COULD REVOKE THE BLUE
PROXY CARD THAT YOU SIGN, DATE AND SEND TO NOMORE.
If you own shares of the Company's Common Stock, but your stock certificate
is held for you by a brokerage firm, bank or other institution, it is very
likely that the stock certificate is actually in the name of such brokerage
firm, bank or other institution. If so, only such entity can execute a BLUE
Proxy Card and vote your shares of the Company's Common Stock. The brokerage
firm, bank, or other institution holding the shares of the Company's Common
Stock for you is required to forward proxy materials to you and to solicit your
instructions with respect to the granting of proxies; it cannot vote your shares
of the Company's Common Stock unless it receives your instructions.
PLEASE INSTRUCT THE BROKERAGE FIRM, BANK, OR OTHER INSTITUTION HOLDING THE
SHARES OF THE COMPANY'S COMMON STOCK FOR YOU TO VOTE SUCH SHARES FOR THE
ELECTION OF NOMORE NOMINEES TO THE BOARD OF DIRECTORS BY SIGNING, DATING AND
MAILING TO NOMORE ON YOUR BEHALF THE BLUE PROXY CARD PROMPTLY.
Any stockholder giving a proxy may revoke it at any time before it is voted
by attending the Annual Meeting and voting his or her shares of the Company's
Common Stock in person, by giving written notice to the Secretary of the Company
at 537 Apple Street, 19428 stating that the proxy has been revoked, or by
delivery of a proxy bearing a later date.
If you have any questions about giving your proxy or require assistance in
voting your shares of Common Stock, please call:
[Name, address and telephone number]
INTRODUCTION
In order to turn the Company around and move it a direction designed to
increase its value to its owners, NoMore's members determined that they would
cause the nomination of their designees for election to the Board of Directors
at the Annual Meeting. Accordingly, at the Annual Meeting, NoMore's members
intend to nominate the NoMore Nominees, and if afforded the opportunity, a
NoMore representative will also address the stockholders attending the Annual
Meeting, and provide answers to any questions that they may wish to ask .
2
<PAGE> 5
THE SOLICITATION
The Company currently has three directors, and two vacancies on its Board
of Directors. The terms of the incumbent directors will expire at the Annual
Meeting. According to the Company Proxy Statement, the Company's management is
soliciting proxies in favor of the election of two incumbent directors, Susan
Cox and Arshavir Gundjian, and two new candidates, Michael McGovern (currently
the Company's Chief Operating Officer) and as nominees for election as
directors to serve until the 2000 annual meeting of the stockholders of the
Company and until their successors are duly elected and qualified. NoMore is
soliciting your proxy for the election of the NoMore Nominees, Michael
Feinstein, Richard Levitt, Waldemar Maya, Steven Pinsk and Joel Pinsky to serve
as directors until the 2000 annual meeting of the stockholders of the Company
and until their successors are duly elected and qualified. If the NoMore
nominees are elected to the Board, they will constitute a majority of the Board
of Directors of the Company.
WHY YOU SHOULD VOTE FOR THE NOMORE NOMINEES
The current Board of Directors and management of the Company have
repeatedly failed to recognize and adequately address fundamental business
considerations which have led to a series of problems, including:
1. NO IMPROVEMENT IN THE VALUE OF THE COMPANY'S SHARES
During the last three years, as the value of most stocks, particularly
technology stocks, has risen with the great bull market, the value of the
Company's stock has been in virtual continual decline. During the first quarter
of 1997, the bid price of the Common Stock ranged from $1.19 to $.59 per share.
During the first quarter of 1998, the bid price of the Common Stock ranged from
$.25 to $.16 per share. On March 27, 1998, when Jack H. Halperin first became
the Chairman of the Company's Board of Directors, the average of the bid and
asked prices for the Common Stock in the over the counter market was
$. per share. The price of the Common Stock has continued to decline.
During the first quarter of 1999, the bid price of the Common Stock ranged as
high as $.16. During the week ending October 23, 1999, the average of the
closing bid prices for the Common Stock was $ . According to the
performance graph included in management's proxy statement, $100 invested in the
NASDAQ index on December 31, 1993 would have a current value of approximately
$ ; the same $100 invested in the Company's Common Stock at the same
time would have a current value of approximately $ . The current Board
of Directors is responsible for continuing this sorry performance, and its
members should pay for this sorry performance by being voted out of office at
the Annual Meeting.
2. THE COMPANY'S CONTINUING LOSSES
While in office, not a single member of the Company's current Board of
Directors has ever witnessed a fiscal quarter, much less a fiscal year, in which
the Company has operated profitably. Revenues declined during the first half of
fiscal 1999 compared to the same period in the prior year, while the Company's
operating expenses actually increased. While management's nominees surely are
not responsible for losses pre-dating their service as directors of the Company,
they just as surely are responsible for their failure to take the actions
necessary to turn the Company around. The Company's stockholders should force
them to bear this responsibility by voting them out of office at the Annual
Meeting.
3. LOSS OF MAJOR CUSTOMER
In September 1999, the Company announced the loss of a major, long-term
customer accounting for 24% of the Company's 1998 revenues. The loss of this
customer has cast the Company's future into immediate and substantial doubt.
Management's ineptitude is the cause of this sad state of affairs; such
ineptitude should be the cause of management's replacement at the next Annual
Meeting.
3
<PAGE> 6
4. POSSIBLE CONFLICTS OF INTEREST
The Company's Chairman, Jack H. Halperin is a practising attorney. For many
years, he has represented the interests of American Equities Overseas, Inc.,
whom the members of NoMore believe to be, together with its affiliates, among
Mr. Halperin's most significant clients. Susan Cox, another of management's
nominees for election as a director, has been employed full time by a wholly
owned subsidiary of that firm since 1994. Since director Neil Sroka resigned
earlier in 1999, Mr. Halperin and Ms. Cox have constituted a majority of the
Company's Board of Directors and thus have possessed the power to dictate the
actions taken by that Board. Neither Mr. Halperin nor Ms. Cox has made any
significant investment in the Company or its securities and their economic
interest in the Company's success may be far smaller than their interests in
pleasing their masters at American Equities. Nocopi has a continuing modest
commercial relationship with American Equities that may be affected by this
state of affairs. If other, more significant circumstances arise where the
interests of the Company and those of American Equities are adverse -- perhaps
when the Company must decide whether to exercise its warrants to acquire control
of Euro-Nocopi, S.A. -- whose interests will be best served by the actions of
these directors?
NOMORE'S PROGRAM
Each of the NoMore Nominees is committed to making certain that the Company
operates in the most efficient manner possible and that all employees constantly
strive to restore the value of every stockholder's investment.
NoMore believes that the NoMore Nominees can bring objectivity and
independence to the direction of the Company and that they can put the Company
back on the track to prosperity and growth.
If the NoMore Nominees are elected by the stockholders, they will pursue
the following programs:
- commencement of an immediate review of the Company's staffing needs with
emphasis on a review of the performance of the Company's current
executives and on improving the Company's sales and marketing efforts;
- commencement of an immediate review of the Company's current products to
identify those with the greatest immediate commercial potential, and
directing the Company's sales and marketing efforts toward realizing that
potential;
- evaluation of Euro-Nocopi, S.A. and the Company's contractual
relationships with that Company, with a view toward establishing an
effective strategy for maximizing the value of those relationships;
- reexamination and reevaluation of the strategic transactions that may be
available to the Company in the short term in order to improve
shareholder value; and
- consultation with significant stockholders of the Company to determine
how stockholders -- the owners of the Company entrusted to them -- want
the Company to be run.
These programs will be a part of a comprehensive review of all facets of
the Company's organization, products, markets, operations, policies and
strategies which the NoMore Nominees will undertake with a view to developing a
program to serve the economic interest of all stockholders and overcoming the
stagnation of the past several years. It will be on the basis of that review
that the NoMore Nominees will determine future actions, which could include
reorganization, restructuring, adding capital in the form of additional equity,
joint ventures, mergers, acquisitions or dispositions.
THE NOMORE NOMINEES
Certain biographical data on each of the NoMore Nominees is set forth
below:
MICHAEL A. FEINSTEIN, M.D., 52, has been a practicing physician in
Philadelphia for more than 20 years, serving for more than ten years 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
4
<PAGE> 7
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
thirty years, during which he has consulted with the management of the 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 Pittsburgh, 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 played a crucial role in the strategic and financial
planning for XiTech, as well as the development of new accounts. Before joining
XiTech, 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.
WELDEMAR MAYA, JR., 49, has served since June 1999 as Director of Finance,
Airplane Services for the Boeing Company. Before joining Boeing, Mr. Maya has
served from 1994 to 1998 as the Executive Vice President, Treasurer and
Secretary of N.J. Malin & Associates, a Texas-based wholesaler 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 & 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 30 years. Mr.
Pinsky served as a director of the Company for more than five years until his
resignation in 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.
NoMore believes this team of experienced and dedicated business men will
provide the objectivity, independence and solid, prudent direction which has
been sorely lacking under the present directors.
5
<PAGE> 8
SECURITY OWNERSHIP OF THE MEMBERS OF NOMORE
AND THE NOMORE NOMINEES
The following table sets forth as of the Record Date the name and address
of, and certain information regarding the shares of Common Stock held by, each
member of NoMore, each of the NoMore Nominees, and by all of the NoMore Nominees
as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENT OF CLASS
NAME AND ADDRESS BENEFICIALLY OWNED BENEFICIALLY OWNED
- ---------------- ------------------ ------------------
<S> <C> <C>
Members of NoMore (other than nominees):
Daniel Benasutti............................................ 610,000(1) 1.8%
2002 Kerwood Drive Broomall,
Pennsylvania 19008
Ross Campbell............................................... 959,150(2) 2.8%
675 Lewis Lane
Ambler, Pennsylvania 19002
Joseph Falcone.............................................. 240,000(3) 0.7%
402 Wyntrelea Drive
Bryn Mawr, Pennsylvania 19010
Member of NoMore and Nominee:
Michael A. Feinstein........................................ 1,000,500 3.0%
Michael A. Feinstein, MD, P.C
801 Spruce St. 3rd Floor
Philadelphia, Pennsylvania 19107
Other NoMore Nominees:
Richard Levitt.............................................. 85,800(4) 0.3%
4512 Beaver Run Circle
Imperial, Pennsylvania 15125
Steven Pinsk................................................ -0- --
322 West 57th Street #33T
New York, New York 10019
Joel A. Pinsky.............................................. 30,000(5) 0.1%
Gross Pinsky
2 Place Alexis Nihon
3500 de Maisoneuve Blvd.
West Montreal, Canada H3Z 3C1
All NoMore Nominees as a group (four persons)............... 1,116,300 3.3%
</TABLE>
- ---------------
(1) Includes 265,000 shares which Mr. Benasutti holders as joint tenants with
his wife. Does not include 22,000 shares owned by Mr. Benasutti's wife, as
to which he disclaims beneficial ownership.
(2) Includes 101.100 shares owned by Mr. Campbell's wife.
(3) Mr. Falcone owns these shares as joint tenants with his wife.
(4) Includes 400 shares owned by Mr. Levitt's wife.
(5) Mr. Pinsky owns these shares indirectly through his ownership of Pinglick,
Inc., a holding company.
Appendix 1 to this Proxy Statement contains a table that sets forth
information with respect to all purchases and sales of shares of the Company's
Common Stock by members of NoMore and the NoMore Nominees during the past two
years.
IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE FUTURE OF
YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO INSTALL A TEAM OF DIRECTORS
DEDICATED TO THE BEST INTERESTS OF THE COMPANY'S OWNERS, NOMORE URGES YOU TO
VOTE YOUR BLUE PROXY CARD FOR EACH OF THE NOMORE NOMINEES.
6
<PAGE> 9
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
Except as set forth above, NoMore is not aware of any proposals to be
brought before the Annual Meeting. Should other proposals be brought before the
Annual Meeting, the attorneys-in-fact named on the BLUE Proxy Card will abstain
from voting on such proposals unless such proposals adversely affect the
nomination or election of the NoMore Nominees, as determined by NoMore in its
sole discretion, in which event such persons will vote on such proposals in
their discretion.
The BLUE Proxy Card will be voted in accordance with your instructions on
such card. IF YOU SIGN THE BLUE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES OF THE COMPANY'S COMMON
STOCK REPRESENTED BY THE BLUE PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMORE
NOMINEES.
VOTING AND PROXY PROCEDURES
The presence in person or by proxy of a majority of the outstanding shares
of the Company's Common Stock will constitute a quorum at the Annual Meeting.
Each outstanding share of Common Stock is entitled to one vote on each matter
properly presented at that meeting and a majority vote of the shares of Common
Stock present in person or by proxy at that meeting will be required to approve
each matter.
Directors of the Company are elected by a plurality of the votes cast by
the stockholders entitled to vote at a meeting at which a quorum is present.
This means that, assuming that a quorum is present, the nominees with the
largest number of votes are elected as directors. Consequently, in order for all
of the NoMore Nominees to be elected, each must receive more votes than all but
one of the competing (management) nominees. All other matters submitted at the
Annual Meeting will be determined by a majority of the votes cast.
Shares of Common Stock represented by proxies that withhold authority with
respect to the election of one or more nominees for election as director and
proxies which are marked "abstain" on other proposals, will not be counted in
determining whether a plurality or majority vote was obtained on such matters.
If no directions are given and the signed BLUE Proxy Card is returned, the
attorneys-in-fact appointed in the proxy will vote the shares of Common Stock
represented by that BLUE Proxy Card FOR the election of NoMore Nominees. In
instances where brokers are prohibited from exercising customary discretionary
authority for beneficial owners who have not returned proxies to the brokers,
those shares of Common Stock will not be counted in the vote total.
Stockholders of record as of the close of business on the Record Date will
be entitled to vote at the Annual Meeting. IF YOU WERE A STOCKHOLDER OF RECORD
ON THE RECORD DATE, YOU WILL RETAIN THE VOTING RIGHTS IN CONNECTION WITH THE
ANNUAL MEETING EVEN IF YOU SELL OR SOLD YOUR SHARES OF THE COMPANY'S COMMON
STOCK AFTER THE RECORD DATE. Accordingly, it is important that you vote the
shares of Common Stock held by you on the Record Date or grant a proxy to vote
such shares whether or not you will own such shares.
At the Annual Meeting, five directors are to be elected to hold office
until the 2000 annual meeting of the stockholders of the Company and until their
successors have been duly elected and qualified. NoMore is soliciting your proxy
in support of the election of the four NoMore Nominees. If you wish to vote for
the NoMore Nominees by proxy, you must submit the BLUE Proxy Card furnished to
you by NoMore and must NOT submit the Board of Directors' White Proxy Card. A
stockholder may not submit a proxy card to vote for both the NoMore Nominees and
the Company's nominees; if a stockholder submits both a BLUE Proxy Card and the
Company's White Proxy Card, only the latest dated proxy will be counted.
NOMORE REQUESTS THAT YOU DO NOT VOTE ON OR RETURN TO THE COMPANY ANY PROXY
CARD PROVIDED TO YOU BY THE COMPANY, EVEN TO VOTE AGAINST THE INCUMBENT BOARD'S
SLATE OF NOMINEES. RETURNING ANY PROXY CARD PROVIDED
7
<PAGE> 10
TO YOU BY THE COMPANY COULD REVOKE THE BLUE PROXY CARD THAT YOU SIGN, DATE AND
SEND TO NOMORE.
Any stockholder giving a proxy may revoke it at any time before it is voted
by attending the Annual Meeting and voting his or her shares of the Company's
Common Stock in person, by giving written notice to the Secretary of the Company
at 537 Apple Street, West Conshohocken, Pennsylvania 19428 stating that the
proxy has been revoked, or by delivery of a proxy bearing a later date.
An executed proxy card may be revoked at any time before its expiration by
marking, dating, signing and delivering a written revocation before the time
that the action authorized by the executed proxy becomes effective. A revocation
may be in any written form validly signed by the record holder as long as it
clearly states that the proxy card which is properly completed will constitute a
revocation of an earlier consent. Although a revocation is effective if
delivered to the Company, NoMore requests that either the original or
photostatic copies of all revocations of proxies be mailed or delivered to
at the address set forth below, so that it will be aware of all
revocations and can more accurately determine which proxies that have been
received are valid.
STOCKHOLDERS OF RECORD ON THE RECORD DATE ARE ELIGIBLE TO VOTE ON THE
MATTERS DISCUSSED ABOVE. NOMORE RECOMMENDS THAT ANYONE OWNING SHARES OF THE
COMPANY'S COMMON STOCK BENEFICIALLY (BUT NOT OF RECORD), SUCH AS A PERSON WHOSE
OWNERSHIP OF SHARES IS THROUGH A BROKER, BANK OR OTHER FINANCIAL INSTITUTION,
SHOULD CONTACT THAT BROKER, BANK OR FINANCIAL INSTITUTION WITH INSTRUCTIONS TO
EXECUTE THE BLUE PROXY CARD ON HIS OR HER BEHALF OR TO HAVE THE BROKER, BANK OR
FINANCIAL INSTITUTION'S NOMINEE EXECUTE THE BLUE PROXY CARD.
SOLICITATION OF PROXIES
Proxies may be solicited by NoMore and by its members and agents by mail,
telephone and personal solicitation. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward proxy
solicitation material to the beneficial owners of the Company's Common Stock
that such institutions hold of record.
The entire expense of preparing and mailing this Proxy Statement, and the
total expenditures relating to the solicitation of proxies (including, without
limitation, costs, if any, related to advertising, printing, fees of attorneys,
financial advisors, solicitors, consultants, accountants, public relations,
transportation and litigation) will be borne by the members of NoMore, exclusive
of Mr. Falcone.
NoMore estimates that his total expenditures relating to this proxy
solicitation will be approximately $50,000. Total expenditures to date relating
to this proxy solicitation have been approximately $15,000.
NoMore intends to seek reimbursement from the Company for its expenses in
connection with this proxy solicitation. Unless the Company submits the question
of such reimbursement to a vote of the stockholders at the Annual Meeting, such
question will not be submitted to a vote of the Company's stockholders.
ADDITIONAL INFORMATION
Stockholders are referred to the Company Proxy Statement with respect to
the compensation and remuneration paid and payable and other information related
to the Company's officers and directors, beneficial ownership of the Company's
securities and the procedures for submitting proposals for consideration at the
2000 annual meeting of the stockholders of the Company.
NoMore assumes no responsibility for the accuracy or completeness of any
information contained herein which is based on, or incorporated by reference to,
the Company Proxy Statement.
October , 1999
8
<PAGE> 11
APPENDIX 1
SECURITIES TRANSACTIONS WITHIN THE PAST TWO YEARS
The following table sets forth information with respect to all purchases
and sales of shares of the Company's Common Stock by members of NoMore and the
NoMore Nominees during the past two years. Unless otherwise noted, the price per
share excludes brokerage commissions and other charges.
<TABLE>
<CAPTION>
NAME DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
---- ------------------- --------------------- ----------------
<S> <C> <C> <C>
Members of NoMore (other than Nominees):
Daniel Benasutti 2/25/98 Purchase 30,000
2/26/98 Purchase 60,000
2/26/98 Purchase 5,000
2/26/98 Purchase 5,000
3/20/98 Purchase 15,000
3/27/98 Purchase 68,000
4/17/98 Purchase 13,400
4/17/98 Purchase 6,600
4/21/98 Purchase 20,000
4/24/98 Purchase 5,000
4/27/98 Purchase 13,000
4/30/98 Purchase 12,000
5/15/98 Purchase 15,000
9/29/98 Purchase 35,000
10/01/98 Purchase 65,000
11/19/98 Purchase 10,000
11/20/98 Purchase 12,000
12/11/98 Purchase 20,000
12/14/98 Purchase 60,000
2/03/99 Purchase 22,000
2/12/99 Purchase 10,000
2/12/99 Purchase 5,000
2/26/99 Purchase 25,000
4/28/99 Purchase 10,000
4/29/99 Purchase 35,000
5/04/99 Purchase 10,000
Ross Campbell 10/15/97 Purchase 10,000
10/16/97 Purchase 40,000
11/04/97 Purchase 15,000
11/05/97 Purchase 30,000
12/23/97 Purchase 46,000
2/23/98 Purchase 20,000
2/25/98 Purchase 13,260
2/25/98 Purchase 10,000
2/25/98 Purchase 5,000
2/25/98 Purchase 5,000
5/07/98 Purchase 76,000
5/08/98 Purchase 24,000
7/08/98 Purchase 15,000
7/09/98 Purchase 15,000
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
NAME DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
---- ------------------- --------------------- ----------------
<S> <C> <C> <C>
7/10/98 Purchase 14,000
9/28/98 Purchase 110,000
11/10/98 Purchase 15,000
11/16/98 Purchase 30,000
11/17/98 Purchase 25,000
11/18/98 Purchase 25,000
11/19/98 Purchase 55,000
12/04/98 Purchase 5,000
Joseph Falcone None
Member of NoMore and Nominee:
Michael Feinstein 2/23/98 Purchase 225,000
2/23/98 Purchase 20,000
2/25/98 Purchase 265,000
2/25/98 Purchase 8,000
2/25/98 Purchase 5,000
3/11/98 Purchase 10,000
3/12/98 Purchase 10,000
3/19/98 Purchase 10,000
3/20/98 Purchase 5,000
4/03/98 Purchase 10,000
4/16/98 Purchase 10,000
4/20/98 Purchase 2,500
4/21/98 Purchase 12,500
4/30/98 Purchase 10,000
6/04/98 Purchase 7,000
6/15/98 Purchase 5,000
6/16/98 Purchase 5,000
7/29/98 Purchase 10,000
8/31/98 Purchase 20,000
9/16/98 Purchase 15,000
9/24/98 Purchase 10,000
9/25/98 Purchase 9,000
10/09/98 Purchase 7,500
11/05/98 Purchase 11,000
11/25/98 Purchase 20,000
12/11/98 Purchase 15,000
12/14/98 Purchase 10,000
1/27/99 Purchase 10,000
1/28/99 Purchase 10,000
3/11/99 Purchase 7,000
3/23/99 Purchase 10,000
4/07/99 Purchase 5,000
4/09/99 Purchase 2,000
4/16/99 Purchase 7,500
4/28/99 Purchase 15,000
4/29/99 Purchase 10,000
5/04/99 Purchase 8,000
5/04/99 Purchase 15,000
</TABLE>
2
<PAGE> 13
<TABLE>
<CAPTION>
NAME DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
---- ------------------- --------------------- ----------------
<S> <C> <C> <C>
5/05/99 Purchase 15,000
5/07/99 Purchase 10,500
5/10/99 Purchase 16,000
5/10/99 Purchase 3,000
6/07/99 Purchase 5,000
6/18/99 Purchase 3,000
6/23/99 Purchase 25,000
9/27/99 Purchase 20,000
10/05/99 Purchase 12,500
10/06/99 Purchase 14,000
10/14/99 Purchase 7,000
10/14/99 Purchase 7,000
Other Nominees of NoMore:
Richard Levitt 1/15/98 Purchase 15,000
10/15/98 Purchase 20,000
10/19/98 Purchase 15,000
12/09/98 Purchase 10,000
Steven Pinsk None
Joel Pinsky None
</TABLE>
3
<PAGE> 14
NOCOPI TECHNOLOGIES, INC.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE NOCOPI COMMITTEE TO MAXIMIZE OUR RETURN ON
EQUITY ("NOMORE") IN OPPOSITION TO THE BOARD OF DIRECTORS PROPOSED BY THE
MANAGEMENT OF THE COMPANY.
The undersigned stockholder of NOCOPI TECHNOLOGIES, INC. (the "Company")
hereby appoints each of and as lawful attorney and
proxy, with several power of substitution, for and in the name of the
undersigned to represent and vote, as designated below, all shares of the common
stock, par value $.01 per share, of the Company which the undersigned is
entitled to vote at the 1999 annual meeting of stockholders of the Company, to
be held on November 30, 1999 at , commencing at 10:00 a.m., or at
any adjournment, postponement or rescheduling thereof (collectively, the 'Annual
Meeting'). The undersigned hereby revokes any and all previously granted proxies
with respect to the matters covered by this proxy and the voting of such shares
at the Annual Meeting.
A. ELECTION OF DIRECTORS: Michael Feinstein; Richard Levitt; Waldemar Maya, Jr.;
Steven Pinsk; and Joel Pinsky
[ ] FOR all nominees except as marked [ ] WITHHOLD AUTHORITY for
all nominees
(To withhold authority to vote for one or more of the nominees, mark "FOR" above
and strike the name of the nominee(s) with respect to whom you wish to withhold
authority.)
B. DISCRETIONARY AUTHORITY: In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Annual Meeting
or any adjournment thereof.
(continued on reverse side)
<PAGE> 15
This Proxy Card, when properly executed, will be voted as directed herein.
IF NO INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
"FOR" THE NOMINEES LISTED ABOVE AND IN THE DISCRETION OF THE PROXIES AS TO ALL
OTHER MATTERS.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS HEREON.
Dated: ______________________, 1999
Signature: ________________________
Title: ____________________________
If stock is jointly held, each
joint owner should sign. When
signing as attorney in fact,
executor, administrator, trustee,
guardian, corporate officer or
partner, please give full title.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
