-----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, SGWWZBk6VN/8O1ooMemIwZ577ZzcZcbsfXICW1vYf55cwsC20GzTck3SVtWY4SUr zU+ylRbnC2M7eydpgTgLJQ== 0001136612-01-500003.txt : 20010329 0001136612-01-500003.hdr.sgml : 20010329 ACCESSION NUMBER: 0001136612-01-500003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010314 DATE AS OF CHANGE: 20010328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOCOPI TECHNOLOGIES INC/MD/ CENTRAL INDEX KEY: 0000888981 STANDARD INDUSTRIAL CLASSIFICATION: 8900 IRS NUMBER: 870406496 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55949 FILM NUMBER: 1568567 BUSINESS ADDRESS: STREET 1: 537 APPLE ST STREET 2: STE 100 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2903 BUSINESS PHONE: 6108349600 MAIL ADDRESS: STREET 1: 537 APPLE ST STREET 2: 230 SUGARTOWN RD STE 100 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTVACO BRAND SECURITY INC CENTRAL INDEX KEY: 0001136612 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 061592875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 8043277910 MAIL ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 SC 13D 1 ncpi13.htm DRAFT 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

NOCOPI TECHNOLOGIES, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

655210 10 2

(CUSIP Number)

 

John W. Hetherington, Vice President and Secretary

Westvaco Corporation

One High Ridge Park

(203) 461-7400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 5, 2001

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of

Rule 13d-1(b)(3) or (4), check the following box

 

 

 

 

Page 1 of 13 pages

Index to Exhibits Appears on Page 8

CUSIP No.

655210 10 2 

 

Page 2 of 13 Pages

1

NAME OF FILING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Westvaco Brand Security, Inc.

Taxpayer ID Number: 06-1592875

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

See Item 3

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

3,917,030

EACH

FILING

PERSON

9

SOLE DISPOSITIVE POWER

WITH

10

SHARED DISPOSITIVE POWER

3,917,030

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON

3,917,030

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

14

TYPE OF FILING PERSON (See Instructions)

CO

CUSIP No.

655210 10 2 

 

Page 3 of 13 Pages

1

NAME OF FILING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WESTVACO CORPORATION

Taxpayer ID Number: 13-1466285

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

See Item 3

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER

3,917,030

EACH

FILING

PERSON

9

SOLE DISPOSITIVE POWER

WITH

10

SHARED DISPOSITIVE POWER

3,917,030

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON

3,917,030

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

14

TYPE OF FILING PERSON (See Instructions)

CO

Introduction

 

 

Item Security and Issuer

This statement relates to the Common Stock, $0.01 par value, of Nocopi Technologies, Inc., a Maryland corporation whose principal executive offices are located at 537 Apple Street, West Conshohocken, PA 19428 ("Nocopi").

Item Identity and Background

    1. The following persons are filing this Statement on Schedule 13D:
    2. Westvaco Brand Security, Inc., a Delaware corporation ("WBS"). For additional information concerning the directors and executive officers of WBS, see Exhibit A which is herein incorporated by reference. To the knowledge of the undersigned, all individuals listed on such exhibit are citizens of the United States.

      Westvaco Corporation, a Delaware corporation ("Westvaco"). For additional information concerning the directors and executive officers of Westvaco, see Exhibit B which is herein incorporated by reference. To the knowledge of the undersigned, all individuals listed on such exhibit are citizens of the United States.

      WBS and Westvaco are herein sometimes collectively referred to as the Filing Persons.

    3. The business addresses of the Filing Persons are:
    4. Westvaco Brand Security, Inc. Westvaco Corporation

      One High Ridge Park One High Ridge Park

      Stamford, CT 06905 Stamford, CT 06905

    5. Principal business occupation of the Filing Persons:
    6. WBS is a single-source of brand-theft solutions offering brand owners customized security solutions.

      Westvaco is a major producer of packaging, paper and specialty chemicals.

    7. Neither of the Filing Persons, nor to their knowledge any of the individuals identified in Exhibit A or Exhibit B, has been convicted in a criminal proceeding in the last five years (excluding traffic violations or similar misdemeanours).
    8. During the last five years, neither of the Filing Persons, nor to their knowledge any of the individuals identified in Exhibit A or Exhibit B, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
    9. WBS and Westvaco are both corporations organized under the laws of the State of Delaware.

Item Source and Amount of Funds or Other Consideration

The shares were purchased for an aggregate cash consideration of $325,000. Of this amount, $25,000 was paid by a credit to an account payable owed by WBS to Nocopi. The balance of the source of funds was working capital. In addition, as part of the transaction, WBS and Nocopi agreed to certain modifications of their existing license and related arrangements.

Item Purpose of Transaction

The acquisition by the Filing Persons of the Nocopi shares is being made for investment purposes and as part of the relationship of WBS as a licensee of Nocopi's anti-counterfeiting technologies. As part of the transaction, WBS and Nocopi agreed to certain modifications of their existing license and related arrangements.

Neither of the Filing Parties currently have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of Nocopi, or the disposition of securities of Nocopi; (b) an extraordinary corporate transaction involving Nocopi or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Nocopi or any of its subsidiaries; (d) any change in the present board of directors or management of Nocopi; (e) any material change in the present capitalization or dividend policy of Nocopi; (f) any other material change in Nocopi's business or corporate structure; (g) changes in Nocopi's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Nocopi by any person; (h) causing a class of securities of Nocopi to be deregistered or delisted; (i) a class of equity securities of Nocopi becoming eligible for termination of registration; or (j) any action similar to any of the actions enumerated above. The Filing Parties intend to review on a continuing basis the investment in Nocopi and Nocopi's business, prospects and financial condition. Based on such continuing review, alternative investment opportunities available and all other factors deemed relevant (including, without limitation, the market for and price of the Nocopi common stock and general economic conditions and future developments), WBS and/or Westvaco may retain, or from time to time increase its holdings or dispose of all or a portion of its holdings.

Item Interest in Securities of the Issuer

    1. WBS is the record owner of the 3,917,030 shares that are the subject of this Schedule 13D. As the parent company, Westvaco may be deemed to be share beneficial ownership of these shares.

 

 

 

Name

Number of Shares Beneficially Owned With Sole Voting and Dispositive Power

Number of Shares Beneficially Owned With Shared Voting and
Dispositive Power

Aggregate Number
of Shares

Beneficially Owned

 

Percentage of Shares Beneficially Owned

Westvaco Brand Security, Inc.

 

3,917,030

3,917,030

10.4%

Westvaco Corporation

 

3,917,030

3,917,030

10.4%

         

 

(c) Neither of the Filing Persons, other than as reported on this Schedule 13D, have effected any transactions in Nocopi shares during the past 60 days.

(d) Neither the Filing Persons, other than as reported on this Schedule 13D, knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Nocopi shares.

(e) Not applicable

Item Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Nocopi shares that are the subject of this Schedule 13D were acquired pursuant to a Stock Purchase Agreement between WBS and Nocopi dated as of February 20, 2001.

Item Material to Be Filed as Exhibits

Exhibit

Number Description

A Directors and Executive Officers - WBS

B Directors and Executive Officers - Westvaco Corporation

C Joint Filing Agreement

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 14, 2001

WESTVACO BRAND
SECURITY, INC.

 

/s/ Stanley G. Hart

President

 

WESTVACO CORPORATION

 

/s/ Karen R. Osar

Senior Vice President and

Chief Financial Officer

 

 

 

 

Index to Exhibits

 

 

A Directors and Executive Officers - WBS P. 9

B Directors and Executive Officers - Westvaco Corporation P. 11

C Joint Filing Agreement P. 13

 

EXHIBIT A

Directors and Executive Officers

Westvaco Brand Security, Inc.

     

NAME

BUSINESS ADDRESS

PRINCIPAL OCCUPATION

DIRECTORS

   

David E. McIntyre

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Group Vice President and Manager Packaging Resources Group, Westvaco Corporation

     

Richard H. Block

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Senior Vice President, Westvaco Corporation

     

James F. Jordan

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Senior Vice President, Manager Marketing & New Business Development,

Westvaco Corporation

     

H. Todd Walton

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Manager Business Solutions, Westvaco Corporation

     

John E. Banu

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Vice President Financial Manager, Westvaco Corporation

     

John W. Glomb

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Vice President, Westvaco Corporation

     

James L. Martin

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Senior Vice President Sales and Customer Resources Manager, Westvaco Corporation

     

Karen R. Osar

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Senior Vice President and Chief Financial Officer, Westvaco Corporation

 

     

EXECUTIVE OFFICERS

   

Stanley G. Hart

Westvaco Brand Security

One High Ridge Park

Stamford, CT 06905

President, Westvaco Brands Security

     

Richard H. Weatherly, Jr.

Westvaco Brand Security

One High Ridge Park

Stamford, CT 06905

Vice President - Sales, Westvaco Brands Security

     

John E. Banu

Westvaco Brand Security

One High Ridge Park

Stamford, CT 06905

Chief Financial Officer, Westvaco Brands Security

 

EXHIBIT B

Directors and Executive Officers

Westvaco Corporation

NAME

BUSINESS ADDRESS

PRINCIPAL OCCUPATION

DIRECTORS

   

Samuel W. Bodman III

Cabot Corporation

Two Seaport Lane

Suite 1300

Boston, MA 02210-2019

Chairman and CEO, Cabot Corporation

     

W.L. Lyons Brown, Jr.

Hilliard Lyons Center

501 Fourth Avenue

Louisville, KY 40404

 

     

Michael E. Campbell

Arch Chemicals, Inc.

501 Merritt 7

Norwalk, CT 06856

Chairman, & CEO, Arch Chemicals, Inc.

     

Dr. Thomas W. Cole, Jr.

Clark Atlanta University

223 James P. Brawley Drive, S.W.

Atlanta, GA 30314

President, Clark Atlanta University

     

David F. D'Alessandro

John Hancock Financial Services, Inc.

200 Clarendon Street

59th Street

Boston, MA 02116

President and CEO,

John Hancock Financial Services, Inc.

     

John A. Luke, Jr.

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Chairman, President and CEO,

Westvaco Corporation

     

Douglas S. Luke

HL Capital, Inc.

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

President and CEO, HL Capital, Inc.

     

Jane L. Warner

Global Industry Group

901 Tower Drive

Troy, MI 48098

Managing Director, Global Automotive Industry Group EDS

     

Richard A. Zimmerman

Hershey Foods Corporation

100 Crystal A Drive

Hershey, PA 17033-0810

 
     

EXECUTIVE OFFICERS

   
     

John A. Luke, Jr.

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Chairman, President and CEO, Westvaco Corporation

     

James A. Buzzard

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Executive Vice President, Westvaco Corporation

     

David E. McIntyre

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Group Vice President, Westvaco Corporation

     

Karen R. Osar

Westvaco Corporation

One High Ridge Park

Stamford, CT 06905

Senior Vice President, Chief Financial Officer, Westvaco Corporation

 

EXHIBIT C

Joint Filing Agreement

 

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Nocopi Technologies, Inc., dated March 14, 2001, is to be filed jointly on behalf of each of them, and any further amendments thereto signed by each of the undersigned, will be also be filed jointly on behalf of each of them.

Dated: March 14, 2001

WESTVACO BRAND
SECURITY, INC.

 

/s/ Stanley G. Hart

President

 

WESTVACO CORPORATION

 

/s/ Karen R. Osar

Senior Vice President and

Chief Financial Officer

 

 

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