-----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, LxFlbahf/4EgGjRLsaHsOuI74+WvkRqvZTud8Bd7UBT/IIXJ/mPWycEMcbQkRIeP cnNmydYB8hsICT6iIU8eDA== 0000893838-99-000100.txt : 19990413 0000893838-99-000100.hdr.sgml : 19990413 ACCESSION NUMBER: 0000893838-99-000100 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990412 FILED AS OF DATE: 19990412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 133421355 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 4 SEC ACT: SEC FILE NUMBER: 000-19945 FILM NUMBER: 99591697 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: 4 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 4 1 FORM 4 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES in BENEFICIAL OWNERSHIP 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 /_/ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 1. Name and Address of Reporting Person*: NF Partners, LLC ====================== ====================== ====================== (LAST) (FIRST) (MIDDLE) c/o Andrew H. Tisch 667 Madison Avenue ==================================================================== (STREET) New York New York 10021 ====================== ====================== ====================== (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ---------- Officer (give title below) ---------- X 10% Owner ---------- Other (specify below) ---------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 143,333 A (1) (See explanation) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 1,478,629 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants Five-Year Warrants Remaining Supplemental Purchase Agreement Units ("Remaining Supplemental Units") (See explanation) New Second Tranche Units (See explanation) New Second Closing Units (See explanation)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) (D) (A) or (D) A - Supplemental Purchase Agreement Warrants - 358,334 Five-Year Warrants - D - Remaining Supplemental Units - 143,333 New Second Tranche Units - New Second Closing Units -
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 1,563,638 shares of Common Stock Five-Year Warrants - 2,132,935 shares of Common Stock New Second Tranche Units - 122,857 shares of Common Stock and Warrants exercisable for 307,143 shares of Common Stock New Second Closing Units - 409,524 shares of Common Stock and Warrants exercisable for 1,023,810 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation) Five-Year Warrants - (2) (See explanation) Remaining Supplemental Units - (3) (See explanation) New Second Tranche Units - (2) (See explanation) New Second Closing Units - (2) (See explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 1,563,638 Five-Year Warrants - 2,132,935 Remaining Supplemental Units - 0 New Second Tranche Units - 122,857 New Second Closing Units - 409,524
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) 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 4 is being filed jointly by NFP, JMC Investments LLC, Ravitch Rice & Company LLC, Barry L. Bloom, Robyn Samuels, Paul A. Downey, Robert N. Downey and Thomas M. Steinberg (collectively, the "Supplemental Purchase Agreement Investors"). This Form 4 is also being filed by Andrew H. Tisch and John Capozzi (Andrew H. Tisch and Mr. Capozzi and the Purchase Agreement Investors are referred to herein collectively as the "Reporting Persons"). On June 16, 1998, the Supplemental Purchase Agreement Investors and Robert H. Savage (the "Purchase Agreement Investors") purchased from NoFire Technologies, Inc. (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 ("Five-Year 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. On October 28, 1998, the Supplemental Purchase Agreement Investors purchased from the Issuer in a private placement an aggregate of 370,000 units, each unit consisting of one share of Common Stock, and five-year warrants (the "Supplemental Purchase Agreement Warrants") to purchase 2.5 shares of Common Stock at an initial exercise price of $0.50 per share, for aggregate consideration of $185,000 pursuant to a Supplemental Common Stock and Five-Year Warrant Purchase Agreement (the "Supplemental Purchase Agreement") dated as of October 26, 1998 by and among the Issuer, the Supplemental Purchase Agreement Investors and Sam Oolie and Samuel Gottfried. The Supplemental Purchase Agreement allowed the Supplemental Purchase Agreement Investors to purchase a total of 960,000 units, each unit consisting of one share of Common Stock and Supplemental Purchase Agreement Warrants to purchase 2.5 shares of Common Stock, for total aggregate consideration of $480,000 (the "Supplemental Purchase Agreement Units"). On November 23, 1998, the Supplemental Purchase Agreement Investors purchased from the Issuer in a private placement an aggregate of 150,000 units, each unit consisting of one share of Common Stock, and Supplemental Purchase Agreement Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $.50 per share, for aggregate consideration of $75,000 pursuant to the Supplemental Purchase Agreement. On December 22, 1998, the Supplemental Purchase Agreement Investors purchased from the Issuer in a private placement an aggregate of 220,000 units, each unit consisting of one share of Common Stock, and Supplemental Purchase Agreement Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $.50 per share, for aggregate consideration of $110,000 pursuant to the Supplemental Purchase Agreement. On January 19, 1999, the Supplemental Purchase Agreement Investors purchased from the Issuer in a private placement the remaining 220,000 units available pursuant to the Supplemental Purchase Agreement, each unit consisting of one share of Common Stock, and Supplemental Purchase Agreement Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $.50 per share, for aggregate consideration of $110,000. Section 2.1(b) of 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 $150,000.30 of 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. Section 2.2 of the Purchase Agreement 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 $500,001.30 of 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. 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. The Supplement Purchase Agreement amended Section 2.1(b) and Section 2.2 of the Purchase Agreement to provide that the purchase price for the Second Tranche Units and the Second Closing Units will be reduced from $0.90 to $0.75 and the exercise price of each Purchase Agreement Warrant to be issued in the Second Tranche Closing and the Second Closing, if the conditions for such closings are satisfied, will be reduced from $1.00 to $0.75 per share of Common Stock. For purposes of this Form 4, the Second Tranche Units and the Second Closing Units, as modified by the Supplemental Purchase Agreement, are referred to as the "New Second Tranche Units" and the "New Second Closing Units", respectively. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other person or 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 or that any Reporting Person is the beneficial owner of any securities owned by any other person. Explanations of Table I, Item 4 and Table II, Item 8 (1) The reported securities are included within 220,000 units purchased by the Supplemental Purchase Agreement Investors for $0.50 per unit. Each unit consists of one share of Common Stock and Supplemental Purchase Agreement Warrants to purchase 2.5 shares of Common Stock. (2) No transactions in the reported securities took place in the period covered by this Form 4. (3) During the period covered by this Form 4, the Supplemental Purchase Agreement Investors exercised contractual rights with respect to the disposition of the reported securities. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Tisch Andrew H. ----------------------- ----------------------- ---------------------- (LAST) (FIRST) (MIDDLE) 667 Madison Avenue ---------------------------------------------------------------------- (STREET) New York, New York 10021 ----------------------- ----------------------- ---------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") Common Stock 2. Transaction Date: (Month/Day/Year) Common Stock - Common Stock - 1/19/99 3. Transaction Code: (Instr. 8) Code V Common Stock - Common Stock - P
4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price Common Stock - - - Common Stock - 143,333 A (1) (See Explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) Common Stock - 160,000 Common Stock - 1,478,629 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) Common Stock - D Common Stock - I 7. Nature of Indirect Beneficial Ownership: (Instr. 4) 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 4-14P or (iii) partners of partnerships which are partners of partnerships which are members of 4-14P. Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) 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") Supplemental Purchase Agreement Warrants Five-Year Warrants Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: 2001 Warrants - $2.00 per share of Common Stock 2002 $2 Warrants - $2.00 per share of Common Stock 2002 $3 Warrants - $3.00 per share of Common Stock Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) 2001 Warrants - 2002 $2 Warrants - 2002 $3 Warrants - Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code 2001 Warrants - 2002 $2 Warrants - 2002 $3 Warrants - Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) (D) (A) or (D) 2001 Warrants - 2002 $2 Warrants - 2002 $3 Warrants - A Supplemental Purchase Agreement Warrants - 358,334 Five-Year Warrants - D Remaining Supplemental Units - 143,333 New Second Tranche Units - New Second Closing Units -
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable 2001 Warrants - Currently 2002 $2 Warrants - Currently 2002 $3 Warrants - Currently Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New 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 Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title 2001 Warrants - Common Stock 2002 $2 Warrants - Common Stock 2002 $3 Warrants - Common Stock Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New 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 Supplemental Purchase Agreement Warrants - 1,563,638 shares of Common Stock Five-Year Warrants - 2,132,935 shares of Common Stock New Second Tranche Units - 122,857 shares of Common Stock and Warrants exercisable for 307,143 shares of Common Stock New Second Closing Units - 409,524 shares of Common Stock and Warrants exercisable for 1,023,810 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) 2001 Warrants (2) (See explanation to Form 4 of NFP) 2002 $2 Warrants (2) (See explanation to Form 4 of NFP) 2002 $3 Warrants (2) (See explanation to Form 4 of NFP) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) 2001 Warrants - 50,000 2002 $2 Warrants - 50,000 2002 $3 Warrants - 25,000 Supplemental Purchase Agreement Warrants - 1,563,638 Five-Year Warrants - 2,132,935 Remaining Supplemental Units - 0 New Second Tranche Units - 122,857 New Second Closing Units - 409,524
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) 2001 Warrants - D 2002 $2 Warrants - D 2002 $3 Warrants - D Supplemental Purchase Agreement Warrants - I Five-Year Warrants - I New Second Tranche Units - I New Second Closing Units - I 11. Nature of Indirect Beneficial Ownership: (Instr. 4) 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 4-14P or (iii) partners of partnerships which are partners of partnerships which are members of 4-14P. Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: JMC Investments LLC ------------------------------------------------------------------------------ (LAST) (FIRST) (MIDDLE) 125 Brett Lane - ------------------------------------------------------------------------------- (STREET) Fairfield, CT 06430 -------------------------- -------------------------- ------------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 6,667 A (1) ( See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 68,774 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants - 16,667 Five-Year Warrants - D - Remaining Supplemental Units - 6,667 New Second Tranche Units - New Second Closing Units -
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 72,727 shares of Common Stock Five-Year Warrants - 99,208 shares of Common Stock New Second Tranche Units - 5,714 shares of Common Stock and Warrants exercisable for 14,286 shares of Common Stock New Second Closing Units - 19,048 shares of Common Stock and Warrants exercisable for 47,619 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 for NFP) Five-Year Warrants - (2) (See explanation to Form 4 for NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 for NFP) New Second Tranche Units - (2) (See explanation to Form 4 for NFP) New Second Closing Units - (2) (See explanation to Form 4 for NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 72,727 Five-Year Warrants - 99,208 Remaining Supplemental Units - 0 New Second Tranche Units - 5,714 New Second Closing Units - 19,048
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Capozzi John ------------------- ------------------- ------------------- (LAST) (FIRST) (MIDDLE) 125 Brett Lane ----------------------------------------------------------- (STREET) Fairfield CT 06430 ------------------- ------------------- ------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ---------- Officer (give title below) ---------- X 10% Owner ---------- Other (specify below) ---------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") Common Stock 2. Transaction Date: (Month/Day/Year) Common Stock - Common Stock - 1/19/99 3. Transaction Code: (Instr. 8) Code V 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price Common Stock - - Common Stock - 6,667 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) Common Stock - 100,000 Common Stock - 68,774 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) Common Stock - I Common Stock - I 7. Nature of Indirect Beneficial Ownership: (Instr. 4) John Capozzi may be deemed to have indirect beneficial ownership of 100,000 shares of Common Stock owned by his wife. John Capozzi may be deemed to have indirect beneficial ownership of 68,774 shares of Common Stock owned by JMC Investments LLC, of which he is a member. Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Consultant Warrants (See explanation)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) Consultant Warrants - $2.00 per share of Common Stock
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - Consultant Warrants - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units - Consultant Warrant -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants - 16,667 Five-Year Warrants - D - Remaining Supplemental Units - 6,667 New Second Tranche Units - New Second Closing Units - Consultant Warrants -
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Consultant Warrants - (See explanation) Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999 Consultant Warrants - (See explanation)
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Consultant Warrants - Common Stock Amount or Number of Shares Supplemental Purchase Agreement Warrants - 72,727 shares of Common Stock Five-Year Warrants - 99,208 shares of Common Stock New Second Tranche Units - 5,714 shares of Common Stock and Warrants exercisable for 14,286 shares of Common Stock New Second Closing Units - 19,048 shares of Common Stock and Warrants exercisable for 47,619 shares of Common Stock Consultant Warrants - 75,000 Shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP) Consultant Warrants - (See explanation)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 72,727 Five-Year Warrants - 99,208 Remaining Supplemental Units - 0 New Second Tranche Units - 5,714 New Second Closing Units - 19,048 Consultant Warrants - 75,000
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - I Five-Year Warrants - I New Second Tranche Units - I New Second Closing Units - I Consultant Warrants - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) 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 has acted 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 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. See explanation to Form 4 of NFP Partners. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Ravitch Rice & Company LLC -------------------------------------------------------------------- (LAST) (FIRST) (MIDDLE) 610 Fifth Avenue, Suite 420 ---------------------------------------------------------------------- (STREET) New York New York 10020 ----------------------- ----------------------- ---------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 3,333 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 34,386 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A Supplemental Purchase Agreement Warrants 8,333 Five-Year Warrants D Remaining Supplemental Units 3,333 New Second Tranche Units New Second Closing Units
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 36,363 shares of Common Stock Five-Year Warrants - 49,603 shares of Common Stock New Second Tranche Units - 2,857 shares of Common Stock and Warrants exercisable for 7,143 shares of Common Stock New Second Closing Units - 9,524 shares of Common Stock and Warrants exercisable for 23,811 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 36,363 Five-Year Warrants - 49,603 Remaining Supplemental Units - 0 New Second Tranche Units - 2,857 New Second Closing Units - 9,524
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) 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. See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Bloom Barry ---------------------- ----------------------- ---------------------- (LAST) (FIRST) (MIDDLE) 46 Woodmere Drive --------------------------------------------------------------------- (STREET) Summit New Jersey 07901 ---------------------- ----------------------- ---------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 6,000 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 61,896 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants 15,000 Five-Year Warrants D - Remaining Supplemental Units 6,000 New Second Tranche Units New Second Closing Units
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 65,455 shares of Common Stock Five-Year Warrants - 89,285 shares of Common Stock New Second Tranche Units - 5,143 shares of Common Stock and Warrants exercisable for 12,858 shares of Common Stock New Second Closing Units - 17,143 shares of Common Stock and Warrants exercisable for 42,858 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 65,455 Five-Year Warrants - 89,285 Remaining Supplemental Units - 0 New Second Tranche Units - 5,143 New Second Closing Units - 17,143
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Samuels Robyn ----------------------- ----------------------- ---------------------- (LAST) (FIRST) (MIDDLE) 150 West End Avenue, Apt. 5M ---------------------------------------------------------------------- (STREET) New York New York 10023 ----------------------- ----------------------- ---------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 1,333 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 13,754 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units -
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants - 3,333 Five-Year Warrants - D - Remaining Supplemental Units - 1,333 New Second Tranche Units - New Second Closing Units -
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 14,545 shares of Common Stock Five-Year Warrants - 19,840 shares of Common Stock New Second Tranche Units - 1,142 shares of Common Stock and Warrants exercisable for 2,856 shares of Common Stock New Second Closing Units - 3,810 shares of Common Stock and Warrants exercisable for 9,525 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 14,545 Five-Year Warrants - 19,840 Remaining Supplemental Units - 0 New Second Tranche Units - 1,142 New Second Closing Units - 3,810 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Downey Paul A. ------------------- ------------------- ------------------- (LAST) (FIRST) (MIDDLE) 22200 Puccioni Road ----------------------------------------------------------- (STREET) Healdsburg CA 95448 ------------------- ------------------- ------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 6,667 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 68,774 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units - 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants 16,667 Five-Year Warrants D - Remaining Supplemental Units 6,667 New Second Tranche Units New Second Closing Units
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 72,727 shares of Common Stock Five-Year Warrants - 99,208 shares of Common Stock New Second Tranche Units - 5,714 shares of Common Stock and Warrants exercisable for 14,286 shares of Common Stock New Second Closing Units - 19,048 shares of Common Stock and Warrants exercisable for 47,619 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 72,727 Five-Year Warrants - 99,208 Remaining Supplemental Units - 0 New Second Tranche Units - 5,714 New Second Closing Units - 19,048 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Downey Robert N. ---------------------- ----------------------- ---------------------- (LAST) (FIRST) (MIDDLE) 755 Park Avenue, Apt. 8B --------------------------------------------------------------------- (STREET) New York New York 10021 ---------------------- ----------------------- ---------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 46,667 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 481,413 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units - 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants 116,666 Five-Year Warrants D - Remaining Supplemental Units 46,667 New Second Tranche Units New Second Closing Units
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 509,090 shares of Common Stock Five-Year Warrants - 694,442 shares of Common Stock New Second Tranche Units - 40,000 shares of Common Stock and Warrants exercisable for 99,999 shares of Common Stock New Second Closing Units - 133,333 shares of Common Stock and Warrants exercisable for 333,333 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 509,090 Five-Year Warrants - 694,442 Remaining Supplemental Units - 0 New Second Tranche Units - 40,000 New Second Closing Units - 133,333
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] Attachment To Form 4 of NF Partners in Respect to NoFire Technologies Inc. (NFTI) Statement for: 1/99 This Form 4 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 and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Steinberg Thomas M. ---------------------- ----------------------- ---------------------- (LAST) (FIRST) (MIDDLE) 199 Aycrigg Avenue --------------------------------------------------------------------- (STREET) Passaic Park NJ 07095 ---------------------- ----------------------- ---------------------- (CITY) (STATE) (ZIP) 2. Issuer Name and Ticker or Trading Symbol: NoFire Technologies, Inc. (NFTI) 3. IRS Identification Number of Reporting Person, if an entity (Voluntary): 4. Statement for Month/Year: 1/99 5. If Amendment, Date of Original: (Month/Year) 6. Relationship of Reporting Person(s) to Issuer: (Check all applicable) Director ----------- Officer (give title below) ----------- X 10% Owner ----------- Other (specify below) ----------- 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 Acquired, Disposed of, or Beneficially Owned 1. Title of Security: (Instr. 3) Common Stock, par value $0.20 per share ("Common Stock") 2. Transaction Date: (Month/Day/Year) 1/19/99 3. Transaction Code: (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 6,000 A (1) (See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 61,896 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) D 7. Nature of Indirect Beneficial Ownership: (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security: (Instr. 3) Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Five-Year Warrants (See explanation to Form 4 of NFP) Remaining Supplemental Units (See explanation to Form 4 of NFP) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP)
2. Conversion or Exercise Price of Derivative Security: Supplemental Purchase Agreement Warrants - $0.50 per share of Common Stock Five-Year Warrants - $1.00 per share of Common Stock Remaining Supplemental Units - $0.50 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.50 per share) New Second Tranche Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share) New Second Closing Units - $0.75 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.75 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - 1/19/99 Five-Year Warrants - Remaining Supplemental Units - 1/19/99 New Second Tranche Units - New Second Closing Units - 4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - P Five-Year Warrants - Remaining Supplemental Units - X New Second Tranche Units - New Second Closing Units - 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) A - Supplemental Purchase Agreement Warrants - 15,000 Five-Year Warrants - D - Remaining Supplemental Units - 6,000 New Second Tranche Units New Second Closing Units
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently Remaining Supplemental Units - No later than March 31, 1999 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - September 15, 1999 Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003 / Nov. 22, 2003 / Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 Remaining Supplemental Units - March 31, 1999 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock Remaining Supplemental Units - Common Stock and Warrants New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Amount or Number of Shares Supplemental Purchase Agreement Warrants - 65,455 shares of Common Stock Five-Year Warrants - 89,285 shares of Common Stock New Second Tranche Units - 5,143 shares of Common Stock and Warrants exercisable for 12,858 shares of Common Stock New Second Closing Units - 17,143 shares of Common Stock and Warrants exercisable for 42,858 shares of Common Stock
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (1) (See explanation to Form 4 of NFP) Five-Year Warrants - (2) (See explanation to Form 4 of NFP) Remaining Supplemental Units - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (2) (See explanation to Form 4 of NFP) New Second Closing Units - (2) (See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4) Supplemental Purchase Agreement Warrants - 65,455 Five-Year Warrants - 89,285 Remaining Supplemental Units - 0 New Second Tranche Units - 5,143 New Second Closing Units - 17,143 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Supplemental Purchase Agreement Warrants - D Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D 11. Nature of Indirect Beneficial Ownership: (Instr. 4) Explanation of Responses: See explanation to Form 4 of NFP. [Signatures follow all attachments] SIGNATURE WITNESS, the signatures of the undersigned this __th day of March, 1999. NF PARTNERS, LLC By /s/ Andrew H. Tisch ------------------------------------- Andrew H. Tisch, Manager JMC INVESTMENTS LLC By /s/ John Capozzi ------------------------------------- John Capozzi, Manager RAVITCH RICE & COMPANY LLC By /s/ Donald S. Rice ------------------------------------- Donald S. Rice, Managing Director /s/ Barry L. Bloom ------------------------------------- Barry L. Bloom /s/ Robyn Samuels ------------------------------------- Robyn Samuels /s/ Paul A. Downey ------------------------------------- Paul A. Downey /s/ Robert N. Downey ------------------------------------- Robert N. Downey /s/ Thomas M. Steinberg ------------------------------------- Thomas M. Steinberg /s/ Andrew H. Tisch ------------------------------------- Andrew H. Tisch /s/ John Capozzi ------------------------------------- John Capozzi -----END PRIVACY-ENHANCED MESSAGE-----