-----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, RqXy4czRMDuPxwlf5NGzfNnecNTG292IXI+jIIrkkhddPSiioD4AtsKG+3DJ3zTT RYAhR6kPy78KI+9DT6WBJw== 0000950115-99-001574.txt : 19991125 0000950115-99-001574.hdr.sgml : 19991125 ACCESSION NUMBER: 0000950115-99-001574 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOCOPI TECHNOLOGIES INC/MD/ CENTRAL INDEX KEY: 0000888981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 870406496 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-20333 FILM NUMBER: 99764157 BUSINESS ADDRESS: STREET 1: 537 APPLE ST CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2903 BUSINESS PHONE: 6108349600 MAIL ADDRESS: STREET 1: 537 APPLE ST CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2903 DEFA14A 1 ADDITIONAL MATERIAL SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant /_/ Check the appropriate box: /_/ Preliminary Proxy Statement /_/ Definitive Proxy Statement /X/ Definitive Additional Materials /_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NOCOPI TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement if other than Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No Fee Required. 1) Title of each class of securities to which transaction applies: _____________________________________________________________________________ 2) Aggregate number of securities to which transaction applies: _____________________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:* _____________________________________________________________________________ 4) Proposed maximum aggregate value of transaction: _____________________________________________________________________________ /_/ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: _________________________________________________ 2) Form, Schedule or Registration No. ______________________________________ 3) Filing party: ___________________________________________________________ 4) Date filed: _____________________________________________________________ ___________ *Set forth the amount on which the filing fee is calculated and state how it was determined. NOCOPI SHAREHOLDERS: KNOW THE FACTS BEFORE YOU VOTE Dear Fellow Stockholders: Nocopi recently announced that its annual meeting of shareholders has been postponed from November 30 to December 6, 1999 in order to provide Nocopi's shareholders an opportunity to receive and give fair consideration to the proxy materials for the meeting. The meeting will now be held on December 6, 1999 at the Holiday Inn of Fort Washington, 432 Pennsylvania Avenue, Fort Washington, Pennsylvania 19034 at 1:00 p.m., Local Time. Over the past few months, a substantial amount of misinformation regarding the company has been circulated in internet chat rooms and through word of mouth. Certain persons have also engaged in harassment of Company personnel. It is important that you know the facts before you vote at the annual meeting. MANAGEMENT HAS TAKEN DRAMATIC STEPS TO BRING PROFITABILITY TO THE COMPANY. Nocopi's management has made significant cost reductions during the past year, including substantial reductions during the past 90 days. These cost reductions, primarily in the form of elimination of certain executive salaries, and travel and entertainment expenses, will result in a minimum of $500,000 in annual savings next year when compared with fiscal year 1998. The company continues to explore additional cost savings in the form of reducing patent expenses on non-productive patents. In addition, the company is seeking new revenue opportunities. Nocopi has entered into a worldwide distributorship to sell "Wicker 2000 Paper." The Wicker 2000 product is an excellent complement to Nocopi's existing line of copy deterrent paper. The initial response from Nocopi paper clients has been excellent. In addition, Nocopi has just introduced a total product protection consulting and systems integration service as a complement and major addition to our existing covert brand protection technology. TO STRENGTHEN RELATIONSHIPS WITH EXISTING CLIENTS, THE COMPANY HAS REDUCED DEPENDENCE ON OUTSIDE SALES AGENTS. Admittedly, the company recently lost a major client. This loss was ultimately the result of prior management's reliance on sales agents. While the company continues to use sales agents for the introduction of new prospective clients, company management is now personally in contact with each of the company's clients to insure that the company is responsive to the needs of the company's existing clients. THE NOCOPI SLATE OF DIRECTORS REPRESENTS A NEW FOCUS FOR THE COMPANY, NOT A RETURN TO PRIOR MANAGEMENT. The dissident slate of directors are associated with Joel Pinsky, a former director and counsel to the company for the bulk of the company's unprofitable history. The current board of directors, which has only been in place a short time, has been responsible for $9.7 million in funding for the company. They have a significant stake in addressing core issues facing the company. Nocopi's current board represents a commitment to seeking profitable operations for the company, not a retread of past history. Please consider these facts prior to voting at the annual meeting and return the WHITE proxy card promptly to insure that you are represented at the meeting. Very Truly Yours, Jack H. Halperin, Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----