0001654954-21-009465.txt : 20210826 0001654954-21-009465.hdr.sgml : 20210826 20210826162259 ACCESSION NUMBER: 0001654954-21-009465 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210826 DATE AS OF CHANGE: 20210826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOCOPI TECHNOLOGIES INC/MD/ CENTRAL INDEX KEY: 0000888981 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 870406496 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20333 FILM NUMBER: 211212623 BUSINESS ADDRESS: STREET 1: 480 SHOEMAKER ROAD STREET 2: SUITE 104 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6108349600 MAIL ADDRESS: STREET 1: 480 SHOEMAKER ROAD STREET 2: SUITE 104 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ERIKSEN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001616134 IRS NUMBER: 203729203 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 567 WILDROSE CIR CITY: LYNDEN STATE: WA ZIP: 98264 BUSINESS PHONE: 3603933019 MAIL ADDRESS: STREET 1: 567 WILDROSE CIR CITY: LYNDEN STATE: WA ZIP: 98264 DFAN14A 1 ecm_dfan14a.htm DFAN14A ecm_dfan14a
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 14A
(Rule 14A-101)
 
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Filed by the Registrant  ☐
Filed by a Party other than the Registrant ☑
 
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☑ Soliciting Material under § 240.14a-12
NOCOPI TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
 
CEDAR CREEK PARTNERS, LLC
ERIKSEN CAPITAL MANAGEMENT, LLC
TIM ERIKSEN
HARRIS PERLMAN
MATTHEW WINGER
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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CEDAR CREEK PARTNERS LLC SUBMITS REQUEST FOR SPECIAL MEETING
OF THE STOCKHOLDERS OF NOCOPI TECHNOLOGIES, INC.
 
Seattle – August 26, 2021 – Cedar Creek Partners, LLC (“Cedar Creek”) and Tim Eriksen, Cedar Creek’s Managing Member, announce that they have received sufficient support from their fellow stockholders to request the call of a special meeting of stockholders of Nocopi Technologies, Inc. (Pink: NNUP) (“Nocopi”). Cedar Creek has formally commenced the process of calling a special meeting.
 
Cedar Creek owns 9.0% of the outstanding shares of Nocopi. Mr. Eriksen personally owns 0.9% and accounts managed by Eriksen Capital Management own an additional 0.2%.
 
“Change is long overdue at Nocopi,” said Tim Eriksen, the Managing Member of Cedar Creek. “The current board of Nocopi consisting of its CEO, Michael Feinstein and Directors Marc Rash and Philip B. White have not held an annual meeting for over twenty years. In fact, based on SEC filings it appears the last meeting held was the meeting that elected Mr. Feinstein. Directors Marc Rash and Philip B. White have never been elected by shareholders. We think this is an appalling lack of corporate governance.”
 
At the special meeting, Cedar Creek intends to present proposals to reconstitute Nocopi’s board of directors with high quality, independent directors who are committed to acting in the best interests of stockholders.
 
Mr. Eriksen continued, “We believe that the board’s failure to serve Nocopi’s investors extends to its financial oversight of the company. One of a corporate board’s critical duties is to review capital allocation decisions. We are aware that, in recent years, numerous major shareholders have asked CEO Michael Feinstein to return capital to the company’s owners in the form of share buybacks or dividends. Despite having no apparent use for the growing cash pile, Nocopi has not returned any of it to shareholders and has not communicated any plan to do so. We believe that the lack of proper board oversight continues to harm shareholders.
 
“We think that it is time for change at Nocopi and therefore are asking shareholders to remove the entire board and replace them with Tim Eriksen, Harris Perlman and Matthew Winger.”
 
Additional Information and Where to Find It
 
Cedar Creek and Tim Eriksen have requested the call of a special meeting of stockholders of Nocopi.
 
Promptly after filing its definitive proxy statement with the Securities and Exchange Commission (the “SEC”) for the special meeting of stockholders of Nocopi, Cedar Creek intends to furnish that proxy statement to Nocopi’s stockholders, together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
 
Stockholders may obtain, free of charge, Cedar Creek’s preliminary proxy statement, any amendments or supplements thereto and other relevant documents filed by Cedar Creek with the SEC at the SEC’s website (http://www.sec.gov). Copies of Cedar Creek’s definitive proxy statement, any amendments and supplements thereto, and any other relevant documents filed by Cedar Creek with the SEC will also be available, free of charge, by contacting Cedar Creek’s proxy solicitor, InvestorCom LLC, at 19 Old Kings Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300.
 
Cedar Creek, Eriksen Capital Management, LLC, Tim Eriksen, Harris Perlman, and Matthew Winger are participants in respect of the solicitation of proxies from stockholders of Nocopi at the special meeting. Cedar Creek owns 6,073,953 shares of Nocopi’s common stock. Mr. Eriksen may also be deemed to be the beneficial owner of such shares. In his individual capacity, Mr. Eriksen owns or may be deemed to own 639,886 shares of Nocopi’s common stock. Mr. Perlman owns 3,361,886 shares of Nocopi’s common stock. Mr. Winger owns 158,217 shares of Nocopi’s common stock.
 
About Cedar Creek Partners
 
Cedar Creek Partners is a private investment fund founded in 2006. Cedar Creek focuses on micro cap stocks, including unlisted stocks, looking for companies it believes are trading below intrinsic value.
For further information
Tim Eriksen
tim@eriksencapital.com
 
InvestorCom LLC
19 Old Kings Highway, Suite 210
Darien, CT 06820
Stockholders call toll-free: (877) 972-0090
Banks and brokers call collect: (203) 972-9300