-----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, F+50dTkj73yHtUqrfsRphdf1IkjAe0mOvA3LBBI5smDTw1jcY0TCXqnZhW6UbzBP PQpKDwYcBSUdDGGl/a8Gyg== 0001144204-04-020866.txt : 20041202 0001144204-04-020866.hdr.sgml : 20041202 20041202092325 ACCESSION NUMBER: 0001144204-04-020866 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 GROUP MEMBERS: BIG BEND XI INVESTMENTS, LTD. GROUP MEMBERS: CRESTVIEW WARRANT FUND, L.P. GROUP MEMBERS: HLTFFT LLC . GROUP MEMBERS: ISLANDIA, L.P. GROUP MEMBERS: MIDSUMMER INVESTMENT LTD. GROUP MEMBERS: RICHARD KIPHART GROUP MEMBERS: ROOSTER, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL FUND II LP CENTRAL INDEX KEY: 0001191699 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE F CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8475590060 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ CENTRAL INDEX KEY: 0000808013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 330471789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42313 FILM NUMBER: 041178949 BUSINESS ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-847-0029 MAIL ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 v09479.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* North American Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 657193207 (CUSIP Number) Richard Levy c/o Crestview Capital Master, LLC 95 Revere Drive, Suite A Northbrook, IL 60062 (847) 559-0060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 2004 (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(e), 13d-1(f) or 13d-1(g), check the following box [ ] 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Crestview Capital Master, LLC - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (see Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 9,198,295 (See Items 4 and 5) ------- --------------------------------------------- 2 8 SHARED VOTING POWER 9,198,295 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 9,198,295 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,198,295 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,198,295 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------- --------------------------------------------------------------------- 3 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Midsummer Investment Ltd. - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 5,756,902 (See Items 4 and 5) ------- --------------------------------------------- 4 8 SHARED VOTING POWER 5,756,902 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 5,756,902 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,756,902 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,756,902 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - --------- --------------------------------------------------------------------- 5 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Islandia, L.P. - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,361,122 (See Items 4 and 5) ------- --------------------------------------------- 6 8 SHARED VOTING POWER 2,361,122 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,361,122 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,361,122 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,361,122 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4 % (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------- --------------------------------------------------------------------- 7 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Rooster, L.P. - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,002,519 (See Items 4 and 5) ------- --------------------------------------------- 8 8 SHARED VOTING POWER 2,002,519 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,002,519 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,002,519 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,002,519 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9 % (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------- --------------------------------------------------------------------- 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Big Bend XI Investments, Ltd. - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 17,892,473 (See Items 4 and 5) ------- --------------------------------------------- 10 8 SHARED VOTING POWER 17,892,473 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 17,892,473 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 17,892,473 (See Items 4 and 5) ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,892,473 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.9 % (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------- --------------------------------------------------------------------- 11 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] HLTFFT LLC - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 3,072,005 (See Items 4 and 5) ------- --------------------------------------------- 12 8 SHARED VOTING POWER 3,072,005 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,072,005 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,072,005 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,072,005 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------- --------------------------------------------------------------------- 13 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Crestview Warrant Fund, L.P. - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,859,884 (See Items 4 and 5) ------- --------------------------------------------- 14 8 SHARED VOTING POWER 1,859,884 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,859,884 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,859,884 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,859,884 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------- --------------------------------------------------------------------- 15 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Richard Kiphart - --------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See Items 4 and 5 below) - --------- --------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - --------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) Not Applicable. - --------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION US - --------- --------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 833,333 (See Items 4 and 5) ------- --------------------------------------------- 16 8 SHARED VOTING POWER 833,333 (See Items 4 and 5) ------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 833,333 (See Items 4 and 5) ------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 833,333 (See Items 4 and 5) ------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,333 (See Items 4 and 5) - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% (See Items 4 and 5) - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - --------- --------------------------------------------------------------------- 17 This Amendment No. 1 (this "Amendment") amends the Schedule 13D originally filed on September 16, 2004, by Crestview Capital Master, LLC ("Crestview"), Midsummer Investment Ltd. ("Midsummer"), Islandia, L.P. ("Islandia"), and Rooster, L.P. ("Rooster") (the "Original 13D"), and is being filed by Crestview, Midsummer, Islandia, Rooster, Big Bend XI Investments, Ltd. ("Big Bend"), HLTFFT LLC ("HLT"), Richard Kiphart ("Kiphart") and Crestview Warrant Fund, L.P. ("Crestview Warrant") (each, a "Reporting Person" and collectively, the "Reporting Persons"). Item 1. Security and Issuer. This statement on Schedule 13D relates to the common stock, $0.001 par value per share (the "Common Stock"), of North American Technologies Group, Inc., a Delaware corporation, which has its principal business office at 14315 West Hardy Road, Houston, Texas 77060 (the "Company"). Item 2. Identity and Background. Item 2 is hereby amended in its entirety as follows: (a) This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by each of the Reporting Persons. The Reporting Persons are making a joint filing due solely to (i) the transactions consummated on November 12, 2004 pursuant to a Common Stock Purchase Agreement dated November 8, 2004 (the "Purchase Agreement") by and among each of the Reporting Persons (other than Rooster), the Company, Avalanche Resources, Ltd. ("Avalanche") (an entity controlled by the Company's former chief executive officer, Kevin Maddox), and Kevin Maddox ("Maddox") whereby the Reporting Persons (other than Rooster) purchased, in the aggregate, 34,338,246 shares of Common Stock and warrants to purchase 3,719,768 shares of Common Stock, from Avalanche and Maddox and (ii) certain contemplated post-closing voting agreements of the Reporting Persons, each as more fully described below in Item 4. While the Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons hereby disclaims the existence and membership in a "group" and disclaims beneficial ownership of shares of Common Stock beneficially owned by all other Reporting Persons. (b) The business address for each of the Reporting Persons is as follows: Crestview: c/o Crestview Capital Funds, 95 Revere Drive, Suite A, Northbrook, Illinois 60062. Midsummer: c/o Midsummer Capital, LLC, 485 Madison Avenue, 23rd Floor, New York, NY 10022. 18 Islandia: c/o John Lang, Inc., 485 Madison Avenue, 23rd Floor, New York, New York 10022. Rooster: 485 Madison Avenue, 23rd Floor, New York, New York 10022. Big Bend: 3401 Armstrong Avenue, Dallas, TX 75205 HLT: 6355 Topanga Canyon Blvd #230, Woodland Hills, CA 91367 Kiphart: c/o William Blair & Company, LLC, 222 W. Adams St., Chicago, IL 60606 Crestview Warrant: c/o Crestview Capital Funds, 95 Revere Drive, Suite A, Northbrook, Illinois 60062. (c) The principal business of each Reporting Person is as follows: Crestview: Purchasing, selling, trading and investing in securities. Midsummer: Purchasing, selling, trading and investing in securities. Islandia: Purchasing, selling, trading and investing in securities. Rooster: Purchasing, selling, trading and investing in securities. Big Bend: Investments HLT: Purchasing, selling, investing in private and publicly traded companies. Kiphart: Mr. Kiphart is a principal of William Blair & Company, L.L.C., a broker dealer and investment adviser. Crestview Warrant: Purchasing, selling, trading and investing in securities. (d) No Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) No Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years as a result of which he 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. (f) Citizenship Crestview: Delaware Midsummer: Bermuda Islandia: Delaware Rooster: Delaware Big Bend: Texas HLT: California Kiphart: Illinois, US Crestview Warrant: Delaware 19 Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Original 13D is hereby amended and supplemented to add the following information: Crestview: On November 12, 2004, pursuant to the Purchase Agreement, Crestview purchased an aggregate of 6,282,295 shares from Avalanche and Maddox for an aggregate purchase price of $1,907,511 (4,000,000 shares of Common Stock at a purchase price of $0.30 per share and 2,282,295 shares of Common Stock at a purchase price of $0.31 per share). The source of funds for this transaction was working capital of Crestview. Midsummer: On November 12, 2004, pursuant to the Purchase Agreement, Midsummer purchased an aggregate of 5,756,902 shares from Avalanche and Maddox for an aggregate purchase price of $1,992,485 (4,423,569 shares of Common Stock at a purchase price of $0.36 per share and 1,333,333 shares of Common Stock at a purchase price of $0.30 per share). The source of funds for this transaction was working capital of Midsummer. Islandia: On November 12, 2004, pursuant to the Purchase Agreement, Islandia purchased an aggregate of 2,361,122 shares from Avalanche and Maddox for an aggregate purchase price of $850,004. The source of funds for this transaction was working capital of Islandia. Islandia and Rooster each disclaim beneficial ownership of all securities of the Company beneficially owned by the other (See Item 5 below). Big Bend: On November 12, 2004, pursuant to the Purchase Agreement, Big Bend purchased an aggregate of 17,892,473 shares from Avalanche and Maddox for an aggregate purchase price of $5,000,000 (8,000,000 shares of Common Stock at a purchase price of $0.25 per share, 6,666,667 shares of Common Stock at a purchase price of $0.30 per share and 3,225,806 shares of Common Stock at a purchase price of $0.31 per share). The source of funds for this transaction was personal funds of Morton H. Meyerson, the sole limited partner of Big Bend. HLT: On November 12, 2004, pursuant to the Purchase Agreement, HLT purchased an aggregate of (i) 1,212,121 shares from Avalanche and Maddox for an aggregate purchase price of $400,000 and (ii) warrants to purchase an aggregate of 1,859,884 shares of Common Stock at various exercise prices for an aggregate purchase price $175,000. The source of funds for this transaction was working capital of HLT. Kiphart: On November 12, 2004, pursuant to the Purchase Agreement, Kiphart purchased an aggregate of 833,333 shares from Avalanche and Maddox for an aggregate purchase price of $300,000. The source of funds for this transaction was personal funds of Kiphart. 20 Crestview Warrant: On November 12, 2004, pursuant to the Purchase Agreement, Crestview Warrant purchased warrants to purchase an aggregate of 1,859,884 shares of Common Stock at various exercise prices for an aggregate purchase price of $175,000. The source of funds for this transaction was working capital of Crestview Warrant. Item 4. Purpose of Transaction. Item 4 of the Original 13D is hereby supplemented and amended to add the following: The purpose of this Amendment to the Original Schedule 13D is to report the consummation of the transactions pursuant to the Purchase Agreement described in Item 3 above. On November 8, 2004, the Company entered into an Exchange Agreement with Sponsor Investments, LLC ("Sponsor"), Maddox and Avalanche (the "Exchange Agreement"), pursuant to which, among other matters, Sponsor has agreed to exchange its ownership interest in TieTek LLC, a subsidiary of the Company, in exchange for Series CC Preferred Stock and warrants of the Company, subject to numerous condition as set forth therein (including obtaining any required shareholder approval), among others. The Exchange Agreement contemplates contemporaneous with the closing thereof that the Reporting Persons will exchange any shares of Series AA Preferred Stock and Series BB Preferred Stock owned by them for shares of Series CC Preferred Stock of the Company. The Exchange Agreement also contemplates that Sponsor will enter into a shareholders agreement, pursuant to which, among other matters, the Reporting Persons and Sponsor will agree to vote all shares of Common Stock held by each of them in favor of the election of two (2) nominees for the board of directors of the Company that are designated by the Reporting Person, two (2) nominees designated by Sponsor and one (1) nominee designated by Sponsor and Big Bend. The Reporting Persons intend to execute a shareholders agreement (a "Shareholders Agreement") that provides for the foregoing immediately prior to the consummation of the transactions contemplated by the Exchange Agreement. It is contemplated that the rights and obligations of the Reporting Persons pursuant to the Shareholders Agreement will terminate on May 31, 2005. Except as specifically described above, there are no agreements or understandings among the Reporting Persons with respect to the ownership, disposition or voting of the shares of Common Stock owned by each of them. By virtue of the contemplated shareholders agreement, while the Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act, each Reporting Person disclaims beneficial ownership of the shares beneficially owned by the other Reporting Persons and the existence of, or membership in, a "group." Except as described in this Item 4, no Reporting Person has any definitive present plans or proposals which will relate to or would result in any of the events or actions described in clauses (a) through (j) of Item 4 of Schedule 13D, except for the sale of their respective shares of Common Stock in ordinary brokerage transactions. 21 Item 5. Interest in Securities of the Issuer. Item 5 of the Original Schedule 13D is hereby amended as follows: (a) 1. Crestview: Crestview beneficially owns 9,198,295 shares or 13.3% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004). As described in Item 3 above, Crestview purchased 6,282,295 shares of Common Stock pursuant to the Purchase Agreement. As disclosed in the Original 13D, Crestview also owns (i) 2,916,000 shares of Common Stock, (ii) Series AA Preferred Stock convertible into shares of Common Stock at a conversion price equal to $1.08 per share, or 925,926 shares, (iii) Warrants to purchase (A) 204,543 shares of Common Stock with a term of exercise of four and a half years and an exercise price per share equal to $1.18 and (B) 204,543 shares of Common Stock with a term of exercise of four and a half years and an exercise price per share equal to $1.23 and (iv) Series BB Convertible Preferred Stock convertible into shares of Common Stock at a conversion price equal to $.60 per share, or 4,166,669 shares, however, the Series AA Preferred Stock, the Series BB Preferred Stock and Warrants contain a limitation prohibiting conversion and exercise thereof, as applicable, to the extent that Crestview (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such conversion or exercise, as applicable. As described in Item 4 above, while the Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act, each Reporting Person disclaims beneficial ownership of the shares beneficially owned by the other Reporting Persons and the existence of, or membership in, a "group." In the event the Reporting Persons were deemed to be a group, Crestview may be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. Crestview disclaims beneficial ownership of such shares. Crestview is controlled by Crestview Capital Partners, LLC. The power to vote or dispose of the shares beneficially owned by Crestview Capital Master, LLC is shared by Stewart Flink, Richard Levy, Robert Hoyt and Daniel Warsh, each of whom disclaim beneficial ownership of the shares of Common Stock beneficially owned by Crestview. 2. Midsummer: Midsummer beneficially owns 5,756,902 shares or 8.3% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004). As described in Item 3 above, Midsummer purchased 5,756,902 shares of Common Stock pursuant to the Purchase Agreement. As disclosed in the Original 13D, Midsummer also owns (i) Series AA Preferred Stock convertible into shares of Common Stock at a conversion price equal to $1.08 per share, or 3,703,704 and (ii) Warrants to purchase (A) 677,966 shares of Common Stock with a term of exercise of four and a half years and an exercise price per share equal to $1.18 and (B) 677,966 shares of Common Stock 22 with a term of exercise of four and a half years and an exercise price per share equal to $1.23, however, the Series AA Preferred Stock and Warrants contain a limitation prohibiting conversion and exercise thereof, as applicable, to the extent that Midsummer (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such conversion or exercise, as applicable. As described in Item 4 above, while the Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act, each Reporting Person disclaims beneficial ownership of the shares beneficially owned by the other Reporting Persons and the existence of, or membership in, a "group." In the event the Reporting Persons were deemed to be a group, Midsummer may be deemed to share voting and dispositive control over shares of Common Stock beneficially owned by each other Reporting Person. Midsummer disclaims beneficial ownership of such shares. Midsummer Capital, LLC is the investment advisor to Midsummer. By virtue of such relationship, Midsummer Capital, LLC may be deemed to have dispositive power over the shares owned by Midsummer. Midsummer Capital, LLC disclaims beneficial ownership of such shares. Mr. Michel Amsalem and Mr. Scott Kaufman have delegated authority from the members of Midsummer Capital, LLC with respect to the shares of Common Stock owned by Midsummer. Messrs. Amsalem and Kaufman may be deemed to share dispositive power over the shares of common stock held by Midsummer. Messrs. Amsalem and Kaufman disclaim beneficial ownership of such shares of Common Stock, and neither person has any legal right to maintain such delegated authority. 3. Islandia and Rooster: Islandia beneficially owns 2,361,122 shares or 3.4% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004). As described in Item 3 above, Islandia purchased 2,361,122 shares of Common Stock pursuant to the Purchase Agreement. As disclosed in the Original 13D, Islandia may also be deemed to beneficially own 2,002,519 shares Stock or 2.9% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004) owned by Rooster by virtue of the common control of such entities by Anthony Berner as described below. Islandia disclaims beneficial ownership of such shares. In the event the Reporting Persons were deemed to be a group, Islandia and Rooster may each be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. Islandia and Rooster each disclaims beneficial ownership of such shares. Islandia L.P. is a Delaware limited partnership, the general partner of which is John Lang, Inc. The investment decisions of Islandia, L.P., like Rooster Investments, L.P., are reviewed by Anthony Berner. The general partner 23 of Rooster Investments, L.P., is owned by Anthony Berner, and he has voting and dispositive powers with respect to the shares owned by Rooster Investments, L.P. The officers of John Lang, Inc., namely, Richard Berner, Edgar Berner, Thomas Berner and Anthony Berner share voting and dispositive powers with respect to any shares owned by Islandia, L.P. Each of these individuals disclaims beneficial ownership of any such stock, and none has any legal right to maintain such delegated authority. 4. Big Bend. Big Bend beneficially owns 17,892,473 shares or 25.9% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004). As described in Item 3 above, Big Bend purchased 17, 892,473 shares of Common Stock pursuant to the Purchase Agreement. In the event the Reporting Persons were deemed to be a group, Big Bend may be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. Big Bend disclaims beneficial ownership of such shares. The General Partner of Big Bend is 2M Companies, Inc., a Delaware corporation. 2M Companies is controlled by Morton H. Meyerson. The sole limited partner of Big Bend is Morton H. Meyerson. 5. HLT. HLT beneficially owns 3,072,005 shares or 4.5% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004.) As described in Item 3 above, HLT purchased 1,212,121 shares of Common Stock and warrants to purchase an aggregate of 1,859,884 shares pursuant to the Purchase Agreement. In the event the Reporting Persons were deemed to be a group, HLT may be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. HLT disclaims beneficial ownership of such shares. Toibb Management LLC, its manager, has voting and dispositive control over shares owned by HLT. Harris Toibb is manager of Toibb Management. 6. Kiphart. Kiphart beneficially owns 833,333 shares or 1.2% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004.) As described in Item 3 above, Kiphart purchased 833,333 shares of Common Stock pursuant to the Purchase Agreement. In the event the Reporting Persons were deemed to be a group, Kiphart may be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. Kiphart disclaims beneficial ownership of such shares. 24 7. Crestview Warrant. Crestview Warrant beneficially owns 1,859,884 shares or 2.7% of the issued and outstanding Common Stock (based on 69,010,654 shares as disclosed in the Company's 10-QSB for the quarter ended June 30, 2004.) As described in Item 3 above, Crestview Warrant purchased warrants to purchase an aggregate of 1,859,884 shares pursuant to the Purchase Agreement. In the event the Reporting Persons were deemed to be a group, Crestview Warrant may be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. Crestview Warrant disclaims beneficial ownership of such shares. Steven J. Halpern has the sole power to vote or dispose of the shares beneficially owned by Crestview Warrant, who disclaims beneficial ownership of such shares. (b) As described in Item 5(a) above, solely by virtue of their voting obligations under the contemplated Shareholders Agreement, the Reporting Persons may be deemed to share voting control of the shares of Common Stock owned by the other Reporting Persons solely for the purpose of effecting such change in the board of directors of the Company. (c) Except as described in Item 3 above, no Reporting Person has effected transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except for the contemplated Shareholders Agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between each Reporting Person and any other person with respect to the securities of the Company. Item 7. Material to be Filed as Exhibits. 99.1 Form of Shareholders Agreement. 99.2 Joint Filing Agreement dated November 28, 2004 25 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. November 28, 2004 CRESTVIEW CAPITAL MASTER, LLC By: /s/ Richard Levy Name: Richard Levy Title: Managing Partner MIDSUMMER INVESTMENT, LTD. By: /s/ Michel A. Amsalem Name: Michel A. Amsalem Title: Director ISLANDIA, L.P. By: /s/ Edgar Berner Name: Edgar Berner Title: Partner ROOSTER, L.P. By: /s/ Edgar Berner Name: Edgar Berner Title: Partner [SIGNATURE PAGE CONTINUES] 26 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. November 28, 2004 BIG BEND XI INVESTMENTS, LTD By: /s/ Richard W. Slaven Name: Richard W. Slaven Title: Vice President, 2M Companies, Inc., General Partner HLTFFT LLC By: /s/ Harris Toibb Toibb Management, LLC, its Manager Harris Toibb, Manager RICHARD KIPHART By: /s/ Richard Kiphart Name: Richard Kiphart CRESTVIEW WARRANT FUND, L.P. By: /s/ Daniel Warsh ------------------------------------- Name: Daniel Warsh Title: Manager 27 EX-99.1 2 v09479_ex99-1.txt STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (the "Agreement") is made and entered into as of September ___, 2004, by and among Big Bend XI Investments, Ltd. ("Big Bend"), Crestview Capital Master, LLC ("Crestview"), HLT FFT, LLC ("HLT"), Midsummer Investment Ltd. ("Midsummer"), Islandia, L.P. ("Islandia"), Richard Kiphart ("Kiphart") and Sponsor Investments, LLC, a Texas limited liability company ("Sponsor") (collectively, the "Stockholders"). RECITALS WHEREAS, the Stockholders, each of which is listed on Exhibit A attached hereto, have received or will receive shares of common stock of North American Technologies Group, Inc., a Delaware corporation (the "Company") in connection with a restructuring of the capitalization of the Company; WHEREAS, in connection with such restructuring, Big Bend, Crestview, HLT, Midsummer, Islandia and Kiphart (the "Purchasing Group") have acquired or will acquire shares of the Company's Common Stock from Avalanche Resources, Ltd., a Delaware corporation ("Avalanche") and Kevin Maddox ("Maddox") pursuant to that certain Common Stock Purchase Agreement dated November ___, 2004 (the "Common Stock Purchase Agreement"); WHEREAS, Sponsor owns all of the Class B membership interests of TieTek LLC ("TieTek"), a limited liability company that is a subsidiary of the Company, and has the option to acquire up to 499 Class A membership interests of TieTek (the "Class A Option"); WHEREAS, in connection with the restructuring, Sponsor will exchange its Class B membership interests in TieTek and the Class A Option for shares of the Company's Common Stock and a warrant to purchase shares of the Company's Series CC Preferred Stock (the "Exchange") pursuant to that certain Exchange Agreement dated November ___, 2004 (the "Exchange Agreement"); WHEREAS, Exhibit A attached hereto sets forth the total number of the Company's equity securities that each Stockholder will beneficially own immediately following the consummation of the Common Stock Purchase Agreement and the Exchange Agreement and the transactions contemplated therein; and WHEREAS, it is a condition to the consummation of the Exchange Agreement and the Common Stock Purchase Agreement that the parties hereto execute and deliver this Agreement. 1 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. REPRESENTATION ON COMPANY'S BOARD OF DIRECTORS. The Company's Board of Directors shall consist of five (5) directors. On all matters relating to the election of directors of the Company, the Stockholders agree to vote all shares of Common Stock held by them (or to consent pursuant to an action by written consent of the holders of Common Stock) in favor of the election of two (2) nominees designated by the Purchasing Group (the "Purchasing Group Nominees"), two (2) nominees designated by Sponsor (the "Sponsor Nominees") and one (1) nominee designated by Sponsor and Big Bend (the "Sponsor/Big Bend Nominee") to serve on the Company's Board of Directors and each committee thereof (collectively, the "Designated Directors"). The initial Purchasing Group Nominees shall be ________________ and _______________. The initial Sponsor Nominees shall be __________________ and _______________. The initial Sponsor/Big Bend Nominee shall be ______________. The Stockholders shall take such action as is necessary to promptly elect such Designated Directors to the Company's Board of Directors as provided in this Section 1. In the event that any Designated Director is removed for cause pursuant to a vote of the Company's Board of Directors, the replacement for such removed Designated Director shall be designated in accordance with the provisions of this Section 1. Any other vote taken to fill any vacancy created by the resignation or death of any Designated Director shall also be subject to the provisions of this Section 1. 2. RECOVERY FOR BREACHES OF EXCHANGE AGREEMENT OR COMMON STOCK PURCHASE AGREEMENT. 2.1 Sharing of Recovery. In the event that any Stockholder recovers any funds, proceeds or collateral from either Avalanche or Maddox for any breach of either the Exchange Agreement or the Common Stock Purchase Agreement (any such recovery referred to herein as a "Recovery"), then such recovering Stockholder agrees to share such Recovery with all of the Stockholders in accordance with the provisions of this Agreement. 2.2 Allocation of Recovery. The Stockholders agree to share any Recovery among all Stockholders such that each Stockholder shall be entitled to that percentage of any Recovery that is equal to the quotient of (A) the lesser of (i) the number of shares of the Company's Common Stock acquired by such Stockholder pursuant to the Exchange Agreement or the Common Stock Purchase Agreement, including any shares of Common Stock underlying or acquired pursuant to the exercise of any warrant to purchase shares of the Company's Common Stock (a "Warrant") that is acquired pursuant to the Exchange Agreement, the Common Stock Purchase Agreement or the transactions contemplated therein, and including any shares of Common Stock issuable upon the conversion of any shares of Preferred Stock acquired pursuant to the Exchange Agreement or the transactions contemplated therein, or (ii) the total number of shares of the Company's Common 2 Stock that is beneficially owned by such Stockholder at the time of the claim that resulted in the Recovery, including any shares of Common Stock underlying any Warrant and including any shares of Common Stock issuable upon the conversion of any shares of Preferred Stock, and (B) the number of shares of the Company's Common Stock acquired by all of the Stockholders pursuant to the Exchange Agreement and the Common Stock Purchase Agreement, including any shares of Common Stock underlying or acquired pursuant to the exercise of any Warrant that is acquired pursuant to the Exchange Agreement, the Common Stock Purchase Agreement or the transactions contemplated therein, and including any shares of Common Stock issuable upon the conversion of any shares of Preferred Stock acquired pursuant to the Exchange Agreement or the transactions contemplated therein. The Stockholders acknowledge and agree that any shares of the Company's Common Stock (or any shares of Common Stock underlying or acquired pursuant to the exercise of any Warrant) that were not acquired pursuant to the Exchange Agreement or the Common Stock Purchase Agreement shall not be counted for purposes of determining the percentage of any Recovery that each Stockholder shall be entitled to pursuant to this Agreement. 3. ASSIGNMENT, AMENDMENT AND WAIVER. 3.1 Assignment. No Stockholder may assign its rights under this Agreement, except to a Permitted Transferee. For purposes of this Agreement, "Permitted Transferee" means any Affiliate of a Stockholder so long as he, she or it has agreed in writing to be bound by the terms of the Agreement to the same extent as his, her or its transferor. For purposes of this Agreement, "Affiliate" shall mean, with respect to any Stockholder, the following: (a) any person or entity that directly, or indirectly through one or more intermediaries, Controls such Stockholder, or (b) any person or entity that is Controlled by or is under common Control with such Stockholder. For purposes of this Agreement, "Control" and its derivatives "Controls" and "Controlled" shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. 3.2 Amendment and Waiver. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by an instrument in writing signed by all of the Stockholders. Any amendment or waiver effected in accordance with this Section 3.2 will be binding upon the parties, and each permitted successor or assignee of the parties. 4. GENERAL PROVISIONS. 4.1 Notices. All notices, requests and demands hereunder shall be in writing and (a) made to the Stockholders at the address set forth in the signature page to this Agreement, or to such other address as any party may designate by written notice to the other parties in accordance with this provision, and (b) deemed to have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next business day, one (1) business day after sending; and if by certified mail, return receipt requested, five (5) days after mailing. 3 4.2 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Agreement and the Transaction Agreements and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of Texas (without giving effect to principles of conflicts of law). (b) The parties hereto irrevocably consent and submit to the non-exclusive jurisdiction of any state court of the State of Texas and any Federal Court located in the Southern District of Texas and waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above. (c) The Stockholders hereby waive personal service of any and all process upon them and consent that all such service of process may be made by certified mail (return receipt requested) directed to their respective addresses set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, the Stockholders shall appear in answer to such process, failing which any non-appearing Stockholder shall be deemed in default and judgment may be entered against the Stockholder for the amount of the claim and other relief requested. (d) THE PARTIES HERETO EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 4.3 Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law. 4 4.4 Successors. Subject to the provisions of Section 3.1, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. 4.5 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 4.6 Entire Agreement. This Agreement, any supplements hereto, and any instruments or documents delivered or to be delivered in connection herewith represents the entire agreement and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written. In the event of any inconsistency between the terms of this Agreement and any schedule or exhibit hereto, the terms of this Agreement shall govern. 4.7 Construction. All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires. All references to the Company and the Stockholders pursuant to the definitions set forth in the preamble hereto, or to any other person herein, shall include their respective successors and assigns. The words "hereof", "herein", "hereunder", "this Agreement" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. The words "include", "includes", "including" or similar words, when used in this Agreement shall mean "including, without limitation". 4.8 Termination. (a) The rights and obligations of the Stockholders under Section 1 of this Agreement shall terminate on May 31, 2005. (b) The rights and obligations of any individual Stockholder under Section 2.1 and Section 2.2 of this Agreement shall terminate on the first day that such Stockholder and/or any of its Permitted Transferees no longer owns any of the Company's Common Stock or any securities that are convertible into shares of the Company's Common Stock. If the rights and obligations of any individual Stockholder under Section 2.1 and Section 2.2 of this Agreement are terminated, all other Stockholders will continue to be bound by Section 2.1 and Section 2.2 of this Agreement. [REST OF THIS PAGE INTENTIONALLY LEFT BLANK] 5 IN WITNESS WHEREOF, the parties hereto have executed this STOCKHOLDERS AGREEMENT as of the date set forth in the first paragraph hereof. BIG BEND XI INVESTMENTS, LTD. By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ CRESTVIEW CAPITAL MASTER, LLC By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ HLT FFT, LLC By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ MIDSUMMER INVESTMENT LTD. By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ ISLANDIA, L.P. By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ RICHARD KIPHART By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ SPONSOR INVESTMENTS, LLC By: ___________________________ Name: Title: Address: Facsimile: (____) ____-______ Exhibit A Stockholder Ownership of Company Securities (Post-Closing of Common Stock Purchase Agreement and Exchange Agreement)
- ------------------------- ------------------- ----------------------- ------------------------- -------------------------- SHARES OF SHARES ISSUABLE UPON SHARES ISSUABLE ON SHARES ISSUABLE ON NAME COMMON STOCK EXERCISE OF OPTIONS EXERCISE OF WARRANTS CONVERSION OF PREFERRED HELD STOCK - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- Big Bend XI Investments, Ltd. - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- Crestview Capital Master, LLC - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- HLT FFT, LLC - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- Midsummer Investment Ltd. - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- Islandia, L.P. - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- Richard Kiphart - ------------------------- ------------------- ----------------------- ------------------------- -------------------------- Sponsor Investments, LLC - ------------------------- ------------------- ----------------------- ------------------------- --------------------------
Each of the Stockholders hereby represents and warrants, as to itself only, that the number of shares of the Company's Common Stock held by such person, or issuable to such person upon conversion or exercise of preferred stock, options, warrants, or any other convertible security, accurately sets forth such Stockholder's beneficial ownership of the Company's securities after the closing of the Common Stock Purchase Agreement and the Exchange Agreement and the transactions contemplated therein, and immediately after the closing of the Common Stock Purchase Agreement and the Exchange Agreement, such Stockholder will not beneficially own, or have the right to acquire, any securities of the Company other than as set forth above. EX-99.2 3 v09479_ex99-2.txt EXHIBIT 99.2 AGREEMENT OF JOINT FILING Crestview Capital Master, LLC, Midsummer Investment Ltd., Islandia, L.P. , Rooster L.P. Big Bend XI Investments, Ltd, HLTFFT LLC, Richard Kiphart and Crestview Warrant Fund, L.P. agree that Amendment No. 1 to the Schedule 13D related to the Common Stock of North American Technologies Group, Inc. to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument. Date: November 28, 2004 CRESTVIEW CAPITAL MASTER, LLC By: /s/ Richard Levy Name: Richard Levy Title: Managing Partner MIDSUMMER INVESTMENT, LTD. By: /s/ Michel A. Amsalem Name: Michel A. Amsalem Title: Director ISLANDIA, L.P. By: /s/ Edgar Berner Name: Edgar Berner Title: Partner ROOSTER, L.P. By: /s/ Edgar Berner Name: Edgar Berner Title: Partner BIG BEND XI INVESTMENTS, LTD By: /s/ Richard W. Slaven Name: Richard W. Slaven Title: Vice President, 2M Companies, Inc., General Partner [SIGNATURE PAGE CONTINUES] [JOINT FILING AGREEMENT SIGNATURE PAGE CONTINUED] HLTFFT LLC By: /s/ Harris Toibb Toibb Management, LLC, its Manager Harris Toibb, Manager RICHARD KIPHART By: /s/ Richard Kiphart Name: Richard Kiphart CRESTVIEW WARRANT FUND, L.P. /s/ Daniel Warsh Name: Daniel Warsh Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----