-----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, RrBInqK+CX2GB/bkhJO28DuNrIturVi2NuYUEdJb9PgQwMrcMTEWSdXvClBcn12a jaxXI0Nh8U+fjUMaalvb7Q== 0000893838-99-000214.txt : 19990813 0000893838-99-000214.hdr.sgml : 19990813 ACCESSION NUMBER: 0000893838-99-000214 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990810 FILED AS OF DATE: 19990812 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: 99684702 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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 132,242 A (1) (See explanation) 298,611 A (1) (See explanation) 87,755 D (2) (See explanation) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 2,073,414 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 New Second Tranche Units (See explanation) New Second Closing Units (See explanation) Second Supplemental Purchase Agreement Warrants Remaining Second Supplemental Purchase Agreement Units ("Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) (D) (A) or (D) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - A - Second Supplemental Purchase Agreement Warrants - 330,605 A - - 746,528 D - - 219,388 D - Remaining Second Supplemental Units - 298,611 6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently
New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units -
Expiration Date Supplemental Purchase Agreement Warrants - Oct. 27, 2003/Nov. 22, 2003/ Dec. 21, 2003/Jan. 18, 2004 Five-Year Warrants - June 14, 2003 New Second Tranche Units - August 31, 1999 New Second Closing Units - September 15, 1999 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 1,486,962 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Supplemental Purchase Agreement Warrants - (3) (See explanation) Five-Year Warrants - (3) (See explanation) New Second Tranche Units - (3) (See explanation) New Second Closing Units - (3) (See explanation) Second Supplemental Purchase Agreement Warrants - (1) (2) (See explanation) Remaining Second Supplemental Units - (4) (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 New Second Tranche Units - 122,857 New Second Closing Units - 409,524 Second Supplemental Purchase Agreement Warrants - 1,486,962 Remaining Second Supplemental Units - 430,853
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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"), Four-Fourteen Partners, LLC, a Delaware limited liability company ("4-14P"), and Three Partners, a New York general partnership ("TP"). 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. The sole partners of TP are Steven E. Tisch 1992 Trust, for which Steven E. Tisch is the managing trustee, Jonathan M. Tisch 1992 Trust , for which Jonathan M. Tisch is the managing trustee, and Laurie Tisch Sussman 1992 Trust, for which Laurie Tisch Sussman is the managing trustee. 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, Robert H. Savage and Thomas M. Steinberg (collectively, the "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 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. The Purchase Agreement Investors, excluding Robert H. Savage (the "Supplemental Purchase Agreement Investors"), purchased from the Issuer in private placements on October 28, 1998, November 23, 1998, December 22, 1998 and January 19, 1999 an aggregate of 960,000 units (the "Supplemental Purchase Agreement 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 $480,000 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. On March 26, 1999, the Issuer, the Purchase Agreement Investors, Sam Oolie and Samuel Gottfried entered into the Second Supplemental Common Stock and Five-Year Warrant Purchase Agreement, dated March 22, 1999 (the "Second Supplemental Purchase Agreement"), allowing the Purchase Agreement Investors to purchase a total of 1,111,112 units, each unit consisting of one share of Common Stock and five-year warrants (the "Second Supplemental Purchase Agreement Warrants") to purchase 2.5 shares of Common Stock, for total aggregate consideration of $800,000 (the "Second Supplemental Purchase Agreement Units"). On March 30, 1999, the Purchase Agreement Investors purchased an aggregate of 180,556 Second Supplemental Purchase Agreement Units for total aggregate consideration of $130,000.10. The Second Supplemental Purchase Agreement sets forth conditions for the purchase of the remaining 930,556 units (the "Remaining Second Supplemental Purchase Agreement Units") by the Purchase Agreement Investors. The Purchase Agreement Investors may, but are not required to purchase the Remaining Second Supplemental Purchase Agreement Units if requested by the Company on or before September 22, 1999, or at their option exercised on or before that date. On April 28, 1999 and May 28, 1999, the Purchase Agreement Investors purchased from the Issuer in private placements an aggregate of 229,167 Second Supplemental Purchase Agreement Units for aggregate consideration of $165,000 pursuant to the Second Supplemental Purchase Agreement. On July 1 and July 30, 1999, the Purchase Agreement Investors purchased from the Issuer in a private placement an aggregate of 215,278 Second Supplemental Purchase Agreement Units, respectively, for aggregate consideration of $155,000 and $350,000, respectively, pursuant to the Second Supplemental Purchase Agreement. Following such acquisition, no Remaining Supplemental Purchase Agreement Units were outstanding. All of the Second Supplemental Purchase Agreement Units acquired by NFP on March 30, 1999, April 28, 1999, May 28, 1999, July 1, 1999 and July 30, 1999 were allocated to TP. On July 30, 1999 immediately following the acquisition by the Purchase Agreement Investors of 486,112 Second Supplemental Purchase Agreement Units, NFP, JMC Investments LLC, Ravitch Rice & Co. LLC, Robert Downey, Paul Downey and Robert Savage transferred to Thomas Steinberg, Barry Bloom and Robyn Samuels 67,755, 32,040 and 34,898 Second Supplemental Purchase Agreement Units, respectively (134,693), in consideration for services provided by Thomas Steinberg, Barry Bloom and Robyn Samuels on behalf of the Purchase Agreement Investors in connection with monitoring the investment of the Purchase Agreement Investors in the Issuer. The fair value of the services provide was agreed to be equal to the purchase price of the Second Supplemental Purchase Agreement Units transferred. 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. The Second Supplemental Purchase Agreement amended Section 2.1(b) of the Purchase Agreement to provide that while the Purchase Agreement Investors will have no obligation to purchase investment units at the Second Tranche Closing unless the condition therefor has been met by August 31, 1999, the Purchase Agreement Investors will have the option to purchase up to 200,000 investment units, each unit consisting of one share of Common Stock, and five-year Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $0.75 per share, for total aggregate consideration of up to $150,000 at any time from August 31, 1999 through August 31, 2000. In addition, the Second Supplemental Purchase Agreement amended Section 2.2 of the Purchase Agreement to provide that the Purchase Agreement Investors will have the right, but not the obligation unless the conditions therefor have been met by August 31, 1999, to purchase up to 666,668 investment units consisting of one share of Common Stock, and five-year Warrants to purchase 2.5 shares of Common Stock at an initial exercise price of $0.75 per share for total aggregate consideration of up to $500,000.25 at any time from September 15, 1999 through September 15, 2000. For purposes of this Form 4, the Second Tranche Units and the Second Closing Units, as modified by the Supplemental Purchase Agreement and Second 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 215,278 and 486,112 units purchased by the Purchase Agreement Investors on July 1, 1999 and July 30, 1999, respectively, for $0.72 per unit. Each unit consists of one share of Common Stock and Second Supplemental Purchase Agreement Warrants to purchase 2.5 shares of Common Stock. (2) The reported securities are included within the 134,693 units transferred on July 30, 1999 by certain Purchase Agreement Investors to Thomas Steinberg, Barry Bloom and Robyn Samuels for services, the fair value of which was agreed to be equal to the purchase price of the units. (3) No transactions in the reported securities took place in the period covered by this Form 4. (4) During the period covered by this Form 4, the 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock Common Stock 2. Transaction Date: (Month/Day/Year) Common Stock - Common Stock - 7/1/99 Common Stock - 7/30/99 Common Stock - 7/30/99 3. Transaction Code: (Instr. 8) Code V Common Stock - Common Stock - P Common Stock - P Common Stock - S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price Common Stock - - - Common Stock - 132,242 A (1) (See Explanation to Form 4 of NFP) Common Stock - 298,611 A (1) (See Explanation to Form 4 of NFP) Common Stock - 87,755 D (2) (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 - 2,073,414 6. Ownership Form: Direct (D) or Indirect (I): (Instr. 4) Common Stock - D Common Stock - I Common Stock - I 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 New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common
Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year)
2001 Warrants - 2002 $2 Warrants - 2002 $3 Warrants - Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8)
Code 2001 Warrants - 2002 $2 Warrants - 2002 $3 Warrants - Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X
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 - Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - A- Second Supplemental Purchase Agreement Warrants - 330,605 A- - 746,528 D- - 219,388 D- Remaining Second Supplemental Units - 63,988 D- - 298,611
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 New Second Tranche Units - No later than August 31, 1999 New Second Closing Units - No later than September 15, 1999 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 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 New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 629,217 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
2001 Warrants - (3) (See explanation to Form 4 of NFP) 2002 $2 Warrants - (3) (See explanation to Form 4 of NFP) 2002 $3 Warrants - (3) (See explanation to Form 4 of NFP) Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1) (2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4)(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 New Second Tranche Units - 122,857 New Second Closing Units - 409,524 Second Supplemental Purchase Agreement Warrants - 1,486,962 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - I Remaining Second Supplemental 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: 7/99 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, 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 ---------------------------- -------------------------- ----------------------- (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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/1/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price 6,151 A (1) ( See explanation to Form 4 of NFP) 13,887 A (1) ( See explanation to Form 4 of NFP) 4,082 D (2) ( See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 96,438 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) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date:
(Month/Day/Year) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
(A) or (D) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - A - Second Supplemental Purchase Agreement Warrants - 15,377 A - - 34,722 D - - 10,204 D - Remaining Second Supplemental Units - 6,151 D - - 13,889
6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 69,161 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 for NFP) Five-Year Warrants - (3) (See explanation to Form 4 for NFP) New Second Tranche Units - (3) (See explanation to Form 4 for NFP) New Second Closing Units - (3) (See explanation to Form 4 for NFP) Second Supplemental Purchase Agreement Warrants - (1) (2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4)(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 New Second Tranche Units - 5,714 New Second Closing Units - 19,048 Second Supplemental Purchase Agreement Warrants - 69,161 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock Common Stock 2. Transaction Date: (Month/Day/Year) Common Stock - Common Stock - 7/1/99 Common Stock - 7/30/99 Common Stock - 7/30/99 3. Transaction Code: (Instr. 8) Code V Common Stock - Common Stock - P Common Stock - P Common Stock - S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price Common Stock - - Common Stock - 6,151 A (1) (See explanation to Form 4 of NFP) Common Stock - 13,889 A (1) (See explanation to Form 4 of NFP) Common Stock - 4,082 D (2) (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 - 96,438 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 96,438 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) 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) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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 Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date:
(Month/Day/Year) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Consultant Warrants - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Consultant Warrant - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Consultant Warrants - A - Second Supplemental Purchase Agreement Warrants - 15,377 A - - 34,722 D - - 10,204 D - Remaining Second Supplemental Units - 6,151
6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Consultant Warrants - (See explanation) Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Consultant Warrants - (See explanation) Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Consultant Warrants - Common Stock Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Consultant Warrants - 75,000 Shares of Common Stock Second Supplemental Purchase Agreement Warrants - 69,161 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Consultant Warrants - (See explanation) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4) (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 New Second Tranche Units - 5,714 New Second Closing Units - 19,048 Consultant Warrants - 75,000 Second Supplemental Purchase Agreement Warrants - 69,161 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - I Remaining Second Supplemental Units - I 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: 7/99 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, 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 ------------------------- ----------------------- ---------------------- (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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price 3,075 A (1) (See explanation to Form 4 of NFP) 6,944 A (1) (See explanation to Form 4 of NFP) 2,039 D (2) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 48,220 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) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year)
Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
(A) or (D) Supplemental Purchase Agreement Warrants Five-Year Warrants New Second Tranche Units New Second Closing Units A - Second Supplemental Purchase Agreement Warrants - 7,689 A - - 17,361 D - - 5,099 D - Remaining Second Supplemental Units - 3,075
6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ Remaining Second Supplemental Units - September 22, 1999 May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 34,584 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4) (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 New Second Tranche Units - 2,857 New Second Closing Units - 9,524 Second Supplemental Purchase Agreement Warrants - 34,584 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price 5,536 A (1) (See explanation to Form 4 of NFP) 12,500 A (1) (See explanation to Form 4 of NFP) 32,040 A (2) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 122,508 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 ofNFP) Five-Year Warrants (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) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) Supplemental Purchase Agreement Warrants Five-Year Warrants New Second Tranche Units New Second Closing Units A - Second Supplemental Purchase Agreement Warrants - 13,840 A - - 31,251 A - - 80,098 D - Remaining Second Supplemental Units - 5,536
6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, Remaining Second Supplemental Units - September 22, 1999 2004
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 151,528 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4) (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 New Second Tranche Units - 5,143 New Second Closing Units - 17,143 Second Supplemental Purchase Agreement Warrants - 151,528 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price 1,230 A (1) (See explanation to Form 4 of NFP) 2,778 A (1) (See explanation to Form 4 of NFP) 34,898 A (2) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 55,001 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) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year)
Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8)
Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P. S Remaining Second Supplemental Units - X, X
5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D)
Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - A - Second Supplemental Purchase Agreement Warrants - 3,075 A - - 6,994 A- - 87,246 D - Remaining Second Supplemental Units - 1,230
6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ Remaining Second Supplemental Units - September 22, 1999 May 27, 2004/June 30, 2004/July 30, 2004
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 103,118 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4) (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 New Second Tranche Units - 1,142 New Second Closing Units - 3,810
Second Supplemental Purchase Agreement Warrants - 103,118 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price 6,151 A (1) (See explanation to Form 4 of NFP) 13,899 A (1) (See explanation to Form 4 of NFP) 4,082 D (2) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 96,438 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) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) (A) or (D) Supplemental Purchase Agreement Warrants Five-Year Warrants New Second Tranche Units New Second Closing Units A - Second Supplemental Purchase Agreement Warrants - 15,377 A - - 34,722 D - - 10,204 D - Remaining Second Supplemental Units - 6,151
6. Date Exercisable and Expiration Date: (Month/Day/Year)
Date Exercisable Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4)
Title Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 69,161 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5) Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4)(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 New Second Tranche Units - 5,714 New Second Closing Units - 19,048 Second Supplemental Purchase Agreement Warrants - 69,151
Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 43,056 A (1)(See explanation to Form 4 of NFP) 97,222 A (1)(See explanation to Form 4 of NFP) 28,570 D (2)(See explanation to Form 4 of NFP) 5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 675,065 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) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year)
Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99
Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
(A) or (D) Supplemental Purchase Agreement Warrants Five-Year Warrants New Second Tranche Units New Second Closing Units A - Second Supplemental Purchase Agreement Warrants - 107,639 A - - 243,055 D - - 71,426 D - Remaining Second Supplemental Units - 43,056
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable
Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title
Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 484,129 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4)(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 New Second Tranche Units - 40,000 New Second Closing Units - 133,333 Second Supplemental Purchase Agreement Warrants - 484,129 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage 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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P P 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5) Amount (A) or (D) Price 5,536 A (1) (See explanation to Form 4 of NFP) 12,500 A (1) (See explanation to Form 4 of NFP) 67,755 A (2) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 158,223 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) New Second Tranche Units (See explanation to Form 4 of NFP) New Second Closing Units (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental 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 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year)
Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, P Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
(A) or (D) Supplemental Purchase Agreement Warrants - Five-Year Warrants - New Second Tranche Units - New Second Closing Units - A - Second Supplemental Purchase Agreement Warrants - 13,840 A - - 31,251 A - 169,386 D - Remaining Second Supplemental Units - 5,536
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable
Supplemental Purchase Agreement Warrants - Currently Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 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 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title
Supplemental Purchase Agreement Warrants - Common Stock Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental 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 Second Supplemental Purchase Agreement Warrants - 240,816 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Supplemental Purchase Agreement Warrants - (3) (See explanation to Form 4 of NFP) Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4)(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 New Second Tranche Units - 5,143 New Second Closing Units - 17,143 Second Supplemental Purchase Agreement Warrants - 240,816 Remaining Second Supplemental Units - 0
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 Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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: 7/99 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, Robert H. Savage and Thomas M. Steinberg. NFP is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person*: Savage Robert H. ------------------------ ----------------------- ---------------------- (LAST) (FIRST) (MIDDLE) 5 Crooked Mile Road ----------------------------------------------------------------------- (STREET) Westport CT 06880 ------------------------ ----------------------- ---------------------- (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: 7/99 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 Common Stock 2. Transaction Date: (Month/Day/Year) 7/1/99 7/30/99 7/30/99 3. Transaction Code: (Instr. 8) Code V P P S 4. Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
Amount (A) or (D) Price 12,302 A (1) (See explanation to Form 4 of NFP) 27,778 A (1) (See explanation to Form 4 of NFP) 20,405 D (2) (See explanation to Form 4 of NFP)
5. Amount of Securities Beneficially Owned at End of Month: (Instr. 3 and 4) 134,694 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) Five-Year Warrants (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) Second Supplemental Purchase Agreement Warrants (See explanation to Form 4 of NFP) Remaining Second Supplemental Units (See explanation to Form 4 of NFP) 2. Conversion or Exercise Price of Derivative Security: Five-Year Warrants - $1.00 per share of Common Stock 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) Second Supplemental Purchase Agreement Warrants - $0.72 per share of Common Stock Remaining Second Supplemental Units - $0.72 per unit (consisting of 1 share of Common Stock and Warrants exercisable for 2.5 shares of Common Stock at $0.72 per share)
3. Transaction Date: (Month/Day/Year)
Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - 7/1/99, 7/30/99 Remaining Second Supplemental Units - 7/1/99, 7/30/99
4. Transaction Code: (Instr. 8) Code Five-Year Warrants - New Second Tranche Units - New Second Closing Units - Second Supplemental Purchase Agreement Warrants - P, P, S Remaining Second Supplemental Units - X, X 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (Instr. 3, 4 and 5)
(A) or (D) Five-Year Warrants - New Second Tranche Units - New Second Closing Units - A - Second Supplemental Purchase Agreement Warrants - 30,754 A - - 69,444 D - - 20,405 D - Remaining Second Supplemental Units - 12,302
6. Date Exercisable and Expiration Date: (Month/Day/Year) Date Exercisable
Five-Year Warrants - Currently New Second Tranche Units - No later than August 31, 2000 New Second Closing Units - No later than September 15, 2000 Second Supplemental Purchase Agreement Warrants - Currently Remaining Second Supplemental Units - No later than September 22, 1999
Expiration Date
Five-Year Warrants - June 14, 2003 New Second Tranche Units - August 31, 2000 New Second Closing Units - September 15, 2000 Second Supplemental Purchase Agreement Warrants - March 29, 2004/April 27, 2004/ May 27, 2004/June 30, 2004/July 30, 2004 Remaining Second Supplemental Units - September 22, 1999
7. Title and Amount of Underlying Securities: (Instr. 3 and 4) Title
Five-Year Warrants - Common Stock New Second Tranche Units - Common Stock and Warrants New Second Closing Units - Common Stock and Warrants Second Supplemental Purchase Agreement Warrants - Common Stock Remaining Second Supplemental Units - Common Stock and Warrants Amount or Number of Shares
Five-Year Warrants - 198,412 shares of Common Stock New Second Tranche Units - 11,429 shares of Common Stock and Warrants exercisable for 28,572 shares of Common Stock New Second Closing Units - 38,095 shares of Common Stock and Warrants exercisable for 95,238 shares of Common Stock Second Supplemental Purchase Agreement Warrants - 138,325 shares of Common Stock Remaining Second Supplemental Units - 0
8. Price of Derivative Security: (Instr. 5)
Five-Year Warrants - (3) (See explanation to Form 4 of NFP) New Second Tranche Units - (3) (See explanation to Form 4 of NFP) New Second Closing Units - (3) (See explanation to Form 4 of NFP) Second Supplemental Purchase Agreement Warrants - (1)(2) (See explanation to Form 4 of NFP) Remaining Second Supplemental Units - (4)(See explanation to Form 4 of NFP)
9. Number of Derivative Securities Beneficially Owned at End of Month: (Instr. 4)
Five-Year Warrants - 198,412 New Second Tranche Units - 11,429 New Second Closing Units - 38,095 Second Supplemental Purchase Agreement Warrants - 138,325 Remaining Second Supplemental Units - 0
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I): (Instr. 4) Five-Year Warrants - D New Second Tranche Units - D New Second Closing Units - D Second Supplemental Purchase Agreement Warrants - D Remaining Second Supplemental 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 August 10th, 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 /s/ Robert H. Savage --------------------------------- Robert H. Savage
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