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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
? Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
Definitive Information Statement
_____________________NOFIRE TECHNOLOGIES, INC._____________________
(Name of Registrant As Specified In Its Charter)
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? No fee required.
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INFORMATION STATEMENT
NOFIRE TECHNOLOGIES, INC.
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
To Our Stockholders:
We are pleased to advise you of the approval of an amendment to our
certificate of incorporation to increase the number of shares of common stock
we are authorized to issue. The amendment was adopted as part of a
restructuring of our indebtedness, as described in this information statement.
Our Board of Directors approved the amendment on January 5, 2005 and rather
than incur the expense of a special meeting of stockholders to approve the
amendment, solicited the consents of several stockholders who own a majority
of our outstanding common stock. Those stockholders collectively own
18,497,977 shares of our common stock. As of February 8, 2005, the record
date for the consent, we had 35,034,836 shares outstanding, so
those stockholders hold 52.6% of our outstanding common stock. We are
incorporated in Delaware, and the Delaware General Corporation Law permits
stockholder approval to be obtained without a meeting provided that consents
are given by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to approve the action at a meeting at
which all shares eligible to be voted were present and voted. A majority of
our outstanding shares would be sufficient to approve the amendment; thus, the
consents we obtained are sufficient to satisfy the requirement for stockholder
approval.
We are sending this information statement to you to advise you of
this development, which is vital to our continuing efforts to expand and
strengthen our employee base, and to comply with the Delaware General
Corporation Law and Section 14(c) of the Securities Exchange Act of 1934,
as amended. WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. The approximate date on
which this information Statement is first being sent to our stockholders is
March __, 2005. It is being sent to our stockholders of record as of
February 8, 2005, the record date for consent.
NoFire Technologies, Inc. has its principal executive office at 21
Industrial Avenue, Upper Saddle River, New Jersey 07458.
The following is a description of the amendment and the reasons for
adopting it, and a copy of the amendment is included as Exhibit A to this
information statement.
Terms of Amendment
Our certificate of incorporation currently authorizes us to issue up
to 50,000,000 shares of our common stock, and currently we have 35,034,836
shares outstanding. The amendment will increase our authorized shares to
150,000,000. In addition, we are reducing the par value of our common stock
from twenty cents ($.20) to one cent ($.01) per share due to the fact that our
shares currently are trading below $.20 per share. A copy of the certificate
of amendment to our certificate of incorporation is attached as Exhibit A.
Common Stock
Holders of common stock are entitled to vote for each share held of
record on all matters to be voted on by the stockholders and do not have
cumulative voting rights. The election of directors is determined by a
plurality of votes cast. Our Articles of Organization require the approval
of the holders of a majority of the common stock. Except as otherwise
required by law, all other matters are determined by a majority of votes cast.
The holders of common stock are entitled to receive dividends when, as and
if declared by our Board of Directors out of funds legally available for the
payment thereof, subject to any preferential dividend rights of outstanding
preferred stock. Upon the liquidation, dissolution or winding up of NoFire,
holders of common stock are entitled to receive ratably the net assets of
NoFire available for distribution after preferred distributions, if any, to the
holders of any preferred stock. The shares of common stock that will be
outstanding upon the conversion of the bonds or exercise of the warrants
referred to below will be, when issued and paid for, fully paid and non-
assessable. Holders of common stock have no preemptive or subscription
rights, nor any redemption or conversion rights.
Debt Conversion Transaction
We were indebted to six individuals in the aggregate amount of
$1,610,292. Five of the six individuals are directors or officers of NoFire.
Name Amount Position
Sam Oolie $539,000 Director, Chairman of the
Board, Chief Operating
Officer, Chief Financial
Officer and Treasurer
Sam Gottfried $498,000 Director, Chief Executive
Officer, Chief Technical
Officer and Assistant Treasurer
Alphonso Margino $275,000 Vice President and Secretary
Gerald H. Litwin $258,000 Director
Bernard J. Koster $ 15,292 Director
Mitchell Goldstone $ 25,000 Financial Consultant
The indebtedness consists of short-term accounts payable and deferred salaries.
All of the indebtedness was immediately due and was therefore classified as a
current liability.
Pursuant to a Debt Conversion Agreement dated August 30, 2004 among
the six individuals named above and us, the individuals each agreed to accept
our convertible bond and a stock purchase warrant in satisfaction of the
current liability. Each bond is in the amount of the liability listed above
for the respective individuals. They bear interest at 8% per year and were
due and payable on December 31, 2007. The bonds are convertible to our
common stock at any time prior to maturity at the rate of fourteen cents ($.14)
per share. All of these bonds have been converted into common stock by
December 31, 2004
Each individual was issued a warrant for the number of shares shown
below. The warrants are exercisable at $.14 per share and expire August 30,
2014. The following lists the number of shares into which each bond was
converted and the number of shares subject to each individual?s warrant,
including interest to date of conversion.
Convertible
Name Bond Shares Warrant Shares
Sam Oolie 3,923,531 11,770,596
Sam Gottfried 3,625,030 10,875,093
Alphonso Margino 2,196,642 6,025,926
Gerald H. Litwin 1,867,900 5,603,700
Bernard J. Koster 110,713 332,139
Mitchell Goldstone 180,998 542,994
11,502,086 35,150,448
Therefore, a total of 35,150,448 shares of common stock must be
reserved for issuance upon exercise of the warrants. We currently have
35,034,836 shares outstanding and 82,388,535 shares reserved for issuance
upon the exercise of options and warrants. We have 50,000,000 shares of
common stock authorized for issuance and therefore need to increase the number
of authorized shares.
Shareholder Approval
The Certificate of Amendment has been approved by the holders of
18,497,977 shares of our common stock, or 52.6% of the outstanding shares.
Pursuant to the Delaware General Corporation Law, such approval in lieu of a
meeting of stockholders is valid provided prompt notice is given to all of our
stockholders who did not consent. Furthermore, rules adopted by the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, require an information statement such as this to be delivered to our
stockholders at least twenty (20) days prior to the effective date of the
action to be taken. Therefore, the Certificate of Amendment will not be filed
until at least 20 days from the date of this statement, or approximately
April 20, 2005.
EXHIBIT A
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
NOFIRE TECHNOLOGIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
?Corporation?) is NOFIRE TECHNOLOGIES, INC.
2. The certificate of incorporation of the Corporation is
hereby amended by striking out Article FOURTH thereof and by substituting
in lieu of said Article the following new Article:
?FOURTH: The total number of shares of stock which
the Corporation shall have authority to issue is one hundred fifty
million (150,000,000) shares of common stock with a par value
of one (1) cent per share, all of the same class.?
3. The amendment of the certificate of incorporation
herein certified has been duly adopted in accordance with the provisions
of Section 228 of the General Corporation Law of the State of Delaware by
the consent of holders of a majority of our outstanding shares of common stock,
acting without a meeting.
4. The effective time of the amendment herein certified
shall be upon the date of filing this Certificate of Amendment with the
Secretary of State of the State of Delaware.
Signed on March ___, 2005 NOFIRE TECHNOLOGIES, INC.
BY:_________________________
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