-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lb3fZ1Mtx4c8w8bA33D49/eZVTCHsaHe0GBd+E1BIgKC0209AQLjbxCHpDCVZd8Y bA6OjJ8FqQ2Ig1BC1xsDWg== 0000893838-98-000111.txt : 19980629 0000893838-98-000111.hdr.sgml : 19980629 ACCESSION NUMBER: 0000893838-98-000111 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980626 FILED AS OF DATE: 19980626 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133421355 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 000-19945 FILM NUMBER: 98655117 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 COMPANY DATA: COMPANY CONFORMED NAME: NF PARTNERS LLC CENTRAL INDEX KEY: 0001064704 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER IRS NUMBER: 134009506 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125212930 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person: NF Partners, LLC c/o Andrew H. Tisch 667 Madison Avenue New York, New York 10021 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 853,174 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation) Second Closing Units (See explanation) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 2,132,935 shares of Common Stock Second Tranche Units - 102,381 shares of Common Stock and Warrants exercisable for 255,952 shares of Common Stock Second Closing Units - 341,270 shares of Common Stock and Warrants exercisable for 853,175 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: NF Partners, LLC is a Delaware limited liability company ("NFP"), the members of which are Four Partners, a New York general partnership ("FP), and Four-Fourteen Partners, LLC, a Delaware limited liability company ("4-14P"). The sole partners of FP are Andrew H. Tisch 1991 Trust, for which Andrew H. Tisch is the managing trustee, Daniel R. Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee, James S. Tisch 1991 Trust, for which James S. Tisch is the managing trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is the managing trustee. Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch are referred to herein as the "Messrs. Tisch." The members of 4-14P are trusts for the benefit of the offspring of the Messrs. Tisch, partnerships the partners of which are such trusts and partnerships the partners of which are such partnerships. The Messrs. Tisch serve as the trustees of such trusts. Andrew H. Tisch has been appointed the Manager of NFP. Thomas J. Tisch has been appointed the manager of FP and 4-14P. This Form 3 is being filed jointly by NFP, JMC Investments LLC, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg (collectively, the "Purchase Agreement Investors"). This Form 3 is also being filed on behalf of Andrew H. Tisch and John Capozzi (Messrs. Tisch and Capozzi and the Purchase Agreement Investors are referred to herein collectively as the "Reporting Persons"). On June 16, 1998, the Purchase Agreement Investors purchased from the Issuer in a private placement an aggregate of 1,388,887 units, each unit consisting of one share of Common Stock and five-year warrants ("Warrants") to purchase 2.5 shares of Common Stock at an initial exercise price of $1.00 per share, for aggregate consideration of $1,249,998.30 pursuant to a Common Stock and Five-Year Warrant Purchase Agreement (the "Purchase Agreement") dated as of June 15, 1998 by and among the Issuer, the Purchase Agreement Investors and Sam Oolie and Samuel Gottfried. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by any other Reporting Person, except to the extent that beneficial ownership is expressly reported herein. The Purchase Agreement provides that if, prior to August 31, 1999, the Issuer has entered into binding contracts with nuclear power generating companies or their contractors providing for gross sales of more than $100,000 of the Issuer's fire retardant products during the first year of such contracts to upgrade fire protection of control wiring at nuclear power generating facilities, the Purchase Agreement Investors will purchase an aggregate of 166,667 additional units (the "Second Tranche Units"), each unit consisting of one share of Common Stock and Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $1.00 per share, for a purchase price of $0.90 per unit or an aggregate purchase price of $150,000.30. The Purchase Agreement also provides that if for the fiscal year ending August 31, 1999, the Issuer has net sales of $2,000,000 or more and pre-tax earnings of $400,000 or more, the Purchase Agreement Investors will purchase on September 15, 1999 an aggregate of 557,557 additional units ("Second Closing Units"), each Second Closing Unit consisting of one share of Common Stock and Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $1.00 per share, for a purchase price of $0.90 per Second Closing Unit or an aggregate purchase price of $500,001.30. If the Issuer fails to meet the net sales and pre-tax earnings thresholds set forth above, the Purchase Agreement Investors may nevertheless, at their option, purchase all or part of their Second Closing Units. NF PARTNERS, LLC By: /s/Andrew H. Tisch Andrew H. Tisch Manager Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Andrew H. Tisch 667 Madison Avenue New York, New York 10021 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") Common Stock 2. Amount of Securities Beneficially Owned 160,000 shares 853,174 shares 3. Ownership Form: Direct (D) or Indirect (I) D I 4. Nature of Indirect Beneficial Ownership Andrew H. Tisch may be deemed to have indirect beneficial ownership of securities owned by NFP by virtue of his status as manager of NFP and as managing trustee of trusts, one of which is a general partner of FP and others of which are (i) members of 4-14P or (ii) partners of partnerships which are members of 4-14-P or (iii) partners of partnerships which are partners of partnerships which are members of 4-14P. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Warrants expiring 2001 ("2001 Warrants") Warrants expiring 2002, exercise price $2.00 per share ("2002 $2 Warrants") Warrants expiring 2002, exercise price $3.00 per share ("2002 $3 Warrants") Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable 2001 Warrants - November 13, 1996 2002 $2 Warrants - September 22, 1997 2002 $3 Warrants - September 22, 1997 Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date 2001 Warrants - November 13, 2001 2002 $2 Warrants - September 22, 2002 2002 $3 Warrants - September 22, 2002 Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title 2001 Warrants - Common Stock 2002 $2 Warrants - Common Stock 2002 $3 Warrants - Common Stock Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares 2001 Warrants - 50,000 shares of Common Stock 2002 $2 Warrants - 50,000 shares of Common Stock 2002 $3 Warrants - 25,000 shares of Common Stock Warrants - 2,132,935 shares of Common Stock Second Tranche Units - 102,381 shares of Common Stock and Warrants exercisable for 255,952 shares of Common Stock Second Closing Units - 341,270 shares of Common Stock and Warrants exercisable for 853,175 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security 2001 Warrants - $2.00 per shares of Common Stock 2002 $2 Warrants - $2.00 per share of Common Stock 2002 $3 Warrants - $3.00 per share of Common Stock Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 2001 Warrants - D 2002 $2 Warrants - D 2002 $3 Warrants - D Warrants - I Second Tranche Units -I Second Closing Units -I 6. Nature of Indirect Beneficial Ownership Andrew H. Tisch may be deemed to have indirect beneficial ownership of securities owned by NFP by virtue of his status as manager of NFP and as managing trustee of trusts, one of which is a general partner of FP and others of which are (i) members of 4-14P or (ii) partners of partnerships which are members of 4-14-P or (iii) partners of partnerships which are partners of partnerships which are members of 4-14P. Explanation of Responses: /s/ Andrew H. Tisch Andrew H. Tisch Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: JMC Investments LLC 125 Brett Lane Fairfield, CT 06430 Attn: Mr. John Capozzi 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 39, 683 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 99,208 shares of Common Stock Second Tranche Units - 4,762 shares of Common Stock and Warrants exercisable for 11,905 shares of Common Stock Second Closing Units - 15,873 shares of Common Stock and Warrants exercisable for 39,682 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: JMC INVESTMENTS LLC By: /s/ John Capozzi John Capozzi, Manager Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: John Capozzi 125 Brett Lane Fairfield, CT 06430 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") Common Stock 2. Amount of Securities Beneficially Owned 39,683 shares 100,000 shares 3. Ownership Form: Direct (D) or Indirect (I) I I 4. Nature of Indirect Beneficial Ownership John Capozzi may be deemed to have indirect beneficial ownership of 39,683 shares of Common Stock owned by JMC Investments LLC, of which he is a member. John Capozzi may be deemed to have indirect beneficial ownership of 100,000 shares of Common Stock owned by his wife. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) Consultant Warrants (See explanation) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Consultant Warrants (See explanation) Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 Consultant Warrants (See explanation) 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Consultant Warrants - Common Stock Amount or Number of Shares Warrants - 99,208 shares of Common Stock Second Tranche Units - 4,762 shares of Common Stock and Warrants exercisable for 11,905 shares of Common Stock Second Closing Units - 15,873 shares of Common Stock and Warrants exercisable for 39,682 shares of Common Stock Consultant Warrants - 75,000 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Consultant Warrants - $2.00 per share of Common Stock 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - I Second Tranche Units -I Second Closing Units -I Consultant Warrants - D 6. Nature of Indirect Beneficial Ownership John Capozzi may be deemed to have indirect beneficial ownership of securities owned by JMC Investments LLC, of which he is a member. Explanation of Responses: John Capozzi will act as a consultant to the Issuer's Board of Directors commencing June 16, 1998. The Issuer will provide him as compensation for such services with five-year Warrants ("Consultant Warrants") to purchase 75,000 shares of Common Stock at an exercise price of $2.00 per share. Such 75,000 Consultant Warrants will vest at the rate of 1,250 Consultant Warrants monthly for so long as Mr. Capozzi continues to perform such consulting services over a five year period commencing on June 16, 1998. In the event of any termination of the Issuer's consulting arrangement with JMC Industries, Inc. ("JMCII") for cause, any voluntary termination by JMCII, or the death, incapacity, or resignation or withdrawal from JMCII of John Capozzi, only those Consultant Warrants vested on the date of termination will remain with JMCII. /s/ John Capozzi John Capozzi Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Ravitch Rice & Company LLC 610 Fifth Avenue Suite 420 New York, NY 10020 Attn: Mr. Donald S. Rice 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 19,841 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 49,603 shares of Common Stock Second Tranche Units - 2,381 shares of Common Stock and Warrants exercisable for 5,953 shares of Common Stock Second Closing Units - 7,937 shares of Common Stock and Warrants exercisable for 19,842 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership The sole members of RRC are Richard Ravitch and Donald S. Rice. Each of Mr. Ravitch and Mr. Rice has a business address at 610 Fifth Avenue, Suite 420, New York, New York 10020. RAVITCH RICE & COMPANY LLC By: /s/ Donald S. Rice Donald S. Rice Managing Director Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Barry L. Bloom 46 Woodmere Drive Summit, NJ 07901 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 35,714 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 89,285 shares of Common Stock Second Tranche Units - 4,286 shares of Common Stock and Warrants exercisable for 10,715 shares of Common Stock Second Closing Units - 14,286 shares of Common Stock and Warrants exercisable for 35,715 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: /s/ Barry L. Bloom Barry L. Bloom Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Robyn Samuels 150 West End Avenue, Apt. 5M New York, NY 10023 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 7,936 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five-Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 19,840 shares of Common Stock Second Tranche Units - 952 shares of Common Stock and Warrants exercisable for 2,380 shares of Common Stock Second Closing Units - 3,175 shares of Common Stock and Warrants exercisable for 7,938 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants -- D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: /s/ Robyn Samuels Robyn Samuels Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Paul A. Downey 1100 Sacramento Street - Suite 110 San Francisco, CA 94108 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 39,683 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 99,208 shares of Common Stock Second Tranche Units - 4,762 shares of Common Stock and Warrants exercisable for 11,905 shares of Common Stock Second Closing Units - 15,873 shares of Common Stock and Warrants exercisable for 39,682 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: /s/ Paul A. Downey Paul A. Downey Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Robert N. Downey 755 Park Avenue, Apt. 8B New York, NY 10021 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 277,777 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 694,442 shares of Common Stock Second Tranche Units - 33,333 shares of Common Stock and Warrants exercisable for 83,333 shares of Common Stock Second Closing Units - 111,111 shares of Common Stock and Warrants exercisable for 277,778 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: /s/ Robert N. Downey Robert N. Downey Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Robert H. Savage 5 Crooked Mile Road Westport, CT 06880 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 79,365 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 198,412 shares of Common Stock Second Tranche Units - 9,524 shares of Common Stock and Warrants exercisable for 23,810 shares of Common Stock Second Closing Units - 31,746 shares of Common Stock and Warrants exercisable for 79,365 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units -D Second Closing Units -D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: /s/ Robert H. Savage Robert H. Savage Date: June 26, 1998 Attachment To Form 3 of NF Partners, LLC in Respect of Common Stock, Par Value $0.20 Per Share, of NoFire Technologies, Inc. (NFTI) Date of Event Requiring Statement: 6/16/98 This Form 3 is being filed jointly by NF Partners, LLC ("NFP"), Andrew H. Tisch, JMC Investments LLC, John Capozzi, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Thomas M. Steinberg 199 Aycrigg Avenue Passaic Park, NJ 07055 2. Date of Event Requiring Statement (Month/Day/Year) 6/16/98 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock, par value $0.20 per share ("Common Stock") 2. Amount of Securities Beneficially Owned 35,714 shares 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security Five -Year Warrants ("Warrants") Second Tranche Units (See explanation to Form 3 of NFP) Second Closing Units (See explanation to Form 3 of NFP) 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Warrants - June 16, 1998 Second Tranche Units - No later than August 31, 1999 Second Closing Units - September 15, 1999 Expiration Date Warrants - June 16, 2003 Second Tranche Units - August 31, 1999 Second Closing Units - September 15, 1999 3. Title and Amount of Securities Underlying Derivative Security Title Warrants - Common Stock Second Tranche Units - Common Stock and Warrants Second Closing Units - Common Stock and Warrants Amount or Number of Shares Warrants - 89,285 shares of Common Stock Second Tranche Units - 4,286 shares of Common Stock and Warrants exercisable for 10,715 shares of Common Stock Second Closing Units - 14,286 shares of Common Stock and Warrants exercisable for 35,715 shares of Common Stock 4. Conversion or Exercise Price of Derivative Security Warrants - $1.00 per share of Common Stock Second Tranche Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) Second Closing Units - $0.90 per Unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $1.00 per share) 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) Warrants - D Second Tranche Units - D Second Closing Units - D 6. Nature of Indirect Beneficial Ownership Explanation of Responses: /s/ Thomas M. Steinberg Thomas M. Steinberg Date: June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----