-----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, LpHiEVBexTiIOwFexqLs3F+Ak1iwvhdbUnqWvRjUDEtz9OS9S7eVBfdaSOJ4cWf2 XS+pH4aeg9+LvJNPQluARg== 0000823070-04-000031.txt : 20040908 0000823070-04-000031.hdr.sgml : 20040908 20040908133715 ACCESSION NUMBER: 0000823070-04-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040908 DATE AS OF CHANGE: 20040908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOFIRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000823070 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 223218682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53863 FILM NUMBER: 041020260 BUSINESS ADDRESS: STREET 1: 21 INDUSTRIAL AVE CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2018181616 FORMER COMPANY: FORMER CONFORMED NAME: PNF INDUSTRIES INC DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: PORTAFONE INTERNATIONAL CELLULAR COMMUNICATIONS INC DATE OF NAME CHANGE: 19920128 FORMER COMPANY: FORMER CONFORMED NAME: NFW CAPITAL GROUP INC DATE OF NAME CHANGE: 19900427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALKIND CAROLE CENTRAL INDEX KEY: 0001041450 IRS NUMBER: 091305842 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SILLS CUMMIS EPSTEIN & GROSS STREET 2: ONE RIVERFRONT PLAZA CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 2016437000 MAIL ADDRESS: STREET 1: P.O. BOX 1292 CITY: CLIFTON STATE: NJ ZIP: 07012 SC 13D 1 r13dcs0804.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___ NoFire Technologies, Inc (Name of Issuer) Common Stock, par value $.20 per share (Title of Class of Securities) 654865 10 4 (CUSIP Number) Carole Salkind 1304 Carter Drive Rockaway, NJ 07866 973-361-3535 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 17, 2004 (Date of Event which Requires Filing of this Statement) CUSIP No. 654865 10 4 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons Carole Salkind SS ###-##-#### 2.Check the Appropriate Box if a Member of a Group (See Instructions) (a)........................................................... ................................................ (b) X............................................................ 3.SEC Use Only ........................................... 4.Source of Funds PF ....................................................... ...... ....... ........... 5.Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ................. 6.Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7.Sole Voting Power 5,867,704 ........................................................................ ........................... 8.Shared Voting Power -0- ............................................................................ ....................... 9.Sole Dispositive Power 5,867,704 ..................... 10.Shared Dispositive Power -0- .................................................................... ................ 11.Aggregate Amount Beneficially Owned by Each Reporting Person 5,867,704 12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ........... 13.Percent of Class Represented by Amount in Row (11) 21.9% .............................................................. 14.Type of Reporting Person IN Item 1. Security and Issuer. The title of the class of equity securities to which this Statement relates is the Common Stock, par value $0.20 per share (the "Common Stock"), of NoFire Technologies, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 21 Industrial Avenue, Upper Saddle River, New Jersey 07458. Item 2. Identity and Background. (a.): Carole Salkind (b.): Business address: 1304 Carter Drive, Rockaway NJ 07866 (c.): Ms. Salkind's principal occupation is an investor. Ms. Salkind is a United States citizen. (d.) & (e.): During the last five years Ms. Salkind has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The entire loan price of $427,028 is from personal funds. Exercise of warrants will come from the same source. Item 4. Purpose of Transaction. Ms. Salkind has acquired the Convertible Bond and Warrants referred to in Item 5 to obtain a significant equity investment in the Issuer. At the present time, but subject to her continuing evaluation of the factors noted below, Ms. Salkind intends to retain such Convertible Bond and Warrants. Whether Ms. Salkind purchases any additional shares of Common Stock or warrants or disposes of any shares of Common Stock or warrants, and the amount and timing of any such transactions, will depend upon Ms. Salkind's individual continuing assessment of pertinent factors, including: the availability of shares of Common Stock and warrants for purchase at particular price levels; the Issuer's and Ms. Salkind's business and prospects; other business investment opportunities available to Ms. Salkind's; economic conditions; stock market conditions; money market conditions; the attitudes and actions of the Board of Directors and management of the Issuer; the availability and nature of opportunities to dispose of Ms. Salkind's interest in the Issuer; and other plans and requirements of Ms. Salkind. Depending upon assessment of these factors from time to time, she may change her present intensions as stated above, including determining to acquire additional shares of Common Stock or warrants (by means of open market or privately negotiated purchases, exercise of rights to purchase additional shares of Common Stock and Purchase Agreement Warrants pursuant to the Purchase Agreement under circumstances where such purchases are not mandatory, or otherwise) or to dispose of some or all of the shares of Common Stock or warrants held by Ms. Salkind. Ms. Salkind does not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer or any sale of its assets or any change in its Board of Directors, management, capitalization, dividend policy, charter or by-laws, or any other change in its business or corporate structure or with respect to the delisting or deregistration of any of its securities including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Ms. Salkind beneficially owns 164,000 shares of the $0.20 per share par value Common Stock of the Issuer: the only class of shares authorized by the issuer and warrants and convertible bonds to acquire 5,703,704 shares. Ms. Salkind has the sole power to vote all of the shares noted in paragraph (a). Ms. Salkind has not made any transactions in the reported shares in the past 60 days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Ms. Salkind. Ms. Salkind became a beneficial owner of more than 5% of these securities on August 17, 2004. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The only contract between Ms. Salkind and the Company is included in Exhibit 1 to this respect. Refer to that Exhibit for any and all of the arrangements and understandings between the parties. Item 7 Material to be filed as Exhibits. Exhibit 1. Convertible Bonds and Five-Year Warrant Purchase Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief,I hereby certify that the information set forth in this statement is true, complete and correct. August 2004 ____________________________ Carole Salkind EX-1 2 rbond12.txt NOFIRE TECHNOLOGIES, INC. 8% CONVERTIBLE BOND DUE February 17, 2005 No. 12 $100,000 NoFire Technologies, Inc., with principal offices at 21 Industrial Avenue, Upper Saddle River, New Jersey 07458, U.S.A., a corporation organized and existing under the laws of the State of Delaware (hereafter called the "Corporation"), for value received, hereby promises to pay Carole Salkind (the "Holder"), the principal sum of One Hundred Thousand, ($100,000) Dollars February 17, 2005 (the "Maturity Date") and to pay interest thereon on the Maturity Date at the rate of eight (8%) percent per annum, computed on a simple interest basis; if repayment is late, the interest is computed at the rate of 13% per annum plus a 10% default penalty. 1. Conversion. The Holder of this Bond is entitled, at his option, at any time on or before the close of business on February 17, 2005 to convert this Bond at the principal amount hereof plus any interest accrued into fully paid and non assessable shares (calculated as to each conversion to the nearest share) of the common stock, twenty (.20 ) cent par value, of the Corporation (the "Common Stock") at the rate of one (1) share of Common Stock for each $0.14 Dollar principal amount plus accrued interest outstanding by surrender of this Bond accompanied by written notice in the form attached hereto as Exhibit "A", to the Corporation that the Holder elects to convert this Bond or, if less than the entire amount is to be converted, the portion hereof to be converted. 2. Adjustment of Conversion Rate. The conversion rate shall be subject to adjustment as calculated by the Corporation if the Corporation shall (i) pay a dividend on Common Stock in Common Stock, (ii) subdivide or split its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares. Whenever a conversion rate is adjusted under this Bond, the Corporation shall promptly notify the Holder of the Bond setting forth the conversion rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 3. Covenant to Reserve Shares for Conversion. The Corporation covenants that it shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose to issue upon conversion of the Bond, such number of shares of Common Stock as shall then be issuable upon the conversion of the Bond. The Corporation covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable. 4. Recourse to Corporation Only. The Holder of this Bond shall not have recourse for the payment of principal of, or interest on, this Bond or for any claim based on this Bond, against any director, officer, representative, or stockholder, past, present, or future, of the Corporation. By acceptance of this Bond, the Holder waives any such claim against any such person. 5. Registration. If the Corporation proposes for any reason to register any of its Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), it shall promptly give written notice to the Holder and, upon, the written request, given within fifteen (15) days after receipt of the notice, of the Holder to register any Common Stock into which the Bond is convertible, the Corporation shall use its best efforts to cause such Common Stock to be included in such registration under the Securities Act. In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of the Common Stock of the Corporation, if the managing underwriter determines and advises in writing that the inclusion of all Common Stock proposed to be included in the underwritten public offering would interfere with the successful marketing of the Common Stock, then the number of shares of Common Stock to be included in the registration shall be reduced, pro rata, among the Holders of all Bonds and the Stockholders of the Corporation as determined in the discretion of the managing underwriter in consultation with the Corporation. If the Common Stock is not then registered, the share certificate shall contain an appropriate legend. IN WITNESS WHEREOF, the Corporation has caused this Bond to be executed in its corporate name by the signature of its Chairman and the corporate seal shall be imprinted hereon and attested by the signature of the secretary of the Corporation. Dated: August 17, 2004 Attest: NoFire Technologies, Inc. (Seal) _ By: ________________________________ Sam Oolie, Chairman (seal) C:\admin\Investor\Bond\13 8-04 salkind ?? EX-2 3 rbond13.txt NOFIRE TECHNOLOGIES, INC. 8% CONVERTIBLE BOND DUE February 17, 2005 No. 13 $107,028 NoFire Technologies, Inc., with principal offices at 21 Industrial Avenue, Upper Saddle River, New Jersey 07458, U.S.A., a corporation organized and existing under the laws of the State of Delaware (hereafter called the "Corporation"), for value received, hereby promises to pay Carole Salkind (the "Holder"), the principal sum of One Hundred Seven Thousand, Twenty Eight ($107,028) Dollars February 17, 2005 (the "Maturity Date") and to pay interest thereon on the Maturity Date at the rate of eight (8%) percent per annum, computed on a simple interest basis; if repayment is late, the interest is computed at the rate of 13% per annum plus a 10% default penalty. 1. Conversion. The Holder of this Bond is entitled, at his option, at any time on or before the close of business on February 17,2005 to convert this Bond at the principal amount hereof plus any interest accrued into fully paid and non assessable shares (calculated as to each conversion to the nearest share) of the common stock, twenty (.20 ) cent par value, of the Corporation (the "Common Stock") at the rate of one (1) share of Common Stock for each $0..14 Dollar principal amount plus accrued interest outstanding by surrender of this Bond accompanied by written notice in the form attached hereto as Exhibit "A", to the Corporation that the Holder elects to convert this Bond or, if less than the entire amount is to be converted, the portion hereof to be converted. 2. Adjustment of Conversion Rate. The conversion rate shall be subject to adjustment as calculated by the Corporation if the Corporation shall (i) pay a dividend on Common Stock in Common Stock, (ii) subdivide or split its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares. Whenever a conversion rate is adjusted under this Bond, the Corporation shall promptly notify the Holder of the Bond setting forth the conversion rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 3. Covenant to Reserve Shares for Conversion. The Corporation covenants that it shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose to issue upon conversion of the Bond, such number of shares of Common Stock as shall then be issuable upon the conversion of the Bond. The Corporation covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable. 4. Recourse to Corporation Only. The Holder of this Bond shall not have recourse for the payment of principal of, or interest on, this Bond or for any claim based on this Bond, against any director, officer, representative, or stockholder, past, present, or future, of the Corporation. By acceptance of this Bond, the Holder waives any such claim against any such person. 5. Registration. If the Corporation proposes for any reason to register any of its Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), it shall promptly give written notice to the Holder and, upon, the written request, given within fifteen (15) days after receipt of the notice, of the Holder to register any Common Stock into which the Bond is convertible, the Corporation shall use its best efforts to cause such Common Stock to be included in such registration under the Securities Act. In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of the Common Stock of the Corporation, if the managing underwriter determines and advises in writing that the inclusion of all Common Stock proposed to be included in the underwritten public offering would interfere with the successful marketing of the Common Stock, then the number of shares of Common Stock to be included in the registration shall be reduced, pro rata, among the Holders of all Bonds and the Stockholders of the Corporation as determined in the discretion of the managing underwriter in consultation with the Corporation. If the Common Stock is not then registered, the share certificate shall contain an appropriate legend. IN WITNESS WHEREOF, the Corporation has caused this Bond to be executed in its corporate name by the signature of its Chairman and the corporate seal shall be imprinted hereon and attested by the signature of the secretary of the Corporation. Dated: August 17, 2004 Attest: NoFire Technologies, Inc. (Seal) By: ________________________________ Sam Oolie, Chairman (seal) C:\admin\Investor\Bond\13 8-04a salkind ?? EX-3 4 rbond14.txt NOFIRE TECHNOLOGIES, INC. 8% CONVERTIBLE BOND DUE February 17, 2005 No. 14 $220,180 NoFire Technologies, Inc., with principal offices at 21 Industrial Avenue, Upper Saddle River, New Jersey 07458, U.S.A., a corporation organized and existing under the laws of the State of Delaware (hereafter called the "Corporation"), for value received, hereby promises to pay Carole Salkind (the "Holder"), the principal sum of Two Hundred Twenty Thousand, One Hundred Eighty ($220,180) Dollars February 17, 2005 (the "Maturity Date") and to pay interest thereon on the Maturity Date at the rate of eight (8%) percent per annum, computed on a simple interest basis; if repayment is late, the interest is computed at the rate of 13% per annum plus a 10% default penalty. 1. Conversion. The Holder of this Bond is entitled, at his option, at any time on or before the close of business on February 17, 2005 to convert this Bond at the principal amount hereof plus any interest accrued into fully paid and non assessable shares (calculated as to each conversion to the nearest share) of the common stock, twenty (.20 ) cent par value, of the Corporation (the "Common Stock") at the rate of one (1) share of Common Stock for each $0.14 Dollar principal amount plus accrued interest outstanding by surrender of this Bond accompanied by written notice in the form attached hereto as Exhibit "A", to the Corporation that the Holder elects to convert this Bond or, if less than the entire amount is to be converted, the portion hereof to be converted. 2. Adjustment of Conversion Rate. The conversion rate shall be subject to adjustment as calculated by the Corporation if the Corporation shall (i) pay a dividend on Common Stock in Common Stock, (ii) subdivide or split its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares. Whenever a conversion rate is adjusted under this Bond, the Corporation shall promptly notify the Holder of the Bond setting forth the conversion rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 3. Covenant to Reserve Shares for Conversion. The Corporation covenants that it shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose to issue upon conversion of the Bond, such number of shares of Common Stock as shall then be issuable upon the conversion of the Bond. The Corporation covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable. 4. Recourse to Corporation Only. The Holder of this Bond shall not have recourse for the payment of principal of, or interest on, this Bond or for any claim based on this Bond, against any director, officer, representative, or stockholder, past, present, or future, of the Corporation. By acceptance of this Bond, the Holder waives any such claim against any such person. 5. Registration. If the Corporation proposes for any reason to register any of its Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), it shall promptly give written notice to the Holder and, upon, the written request, given within fifteen (15) days after receipt of the notice, of the Holder to register any Common Stock into which the Bond is convertible, the Corporation shall use its best efforts to cause such Common Stock to be included in such registration under the Securities Act. In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of the Common Stock of the Corporation, if the managing underwriter determines and advises in writing that the inclusion of all Common Stock proposed to be included in the underwritten public offering would interfere with the successful marketing of the Common Stock, then the number of shares of Common Stock to be included in the registration shall be reduced, pro rata, among the Holders of all Bonds and the Stockholders of the Corporation as determined in the discretion of the managing underwriter in consultation with the Corporation. If the Common Stock is not then registered, the share certificate shall contain an appropriate legend. IN WITNESS WHEREOF, the Corporation has caused this Bond to be executed in its corporate name by the signature of its Chairman and the corporate seal shall be imprinted hereon and attested by the signature of the secretary of the Corporation. Dated: August 17, 2004 Attest: NoFire Technologies, Inc. (Seal) By: ________________________________ Sam Oolie, Chairman (seal) C:\admin\Investor\Bond\13 8-04b salkind ?? EX-4 5 rwts0804.txt WARRANT TO PURCHASE STOCK THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND ARE TRANSFERABLE ONLY IN COMPLIANCE WITH SUCH LAWS. WARRANT CERTIFICATE Purchase Price -- $0.14 per share One Million, Six Hundred Fifty Thousand (1,650,000) Warrants to Purchase Common Stock of NoFire Technologies, Inc. Void after August 17,2009 (subject to Section 1.1(C)) NOFIRE TECHNOLOGIES, INC. (Incorporated under the laws of the State of Delaware) This is to certify that, for value received, Carole Salkind (the "Holder"), is the owner of Warrants, each of which entitles the registered Holder to purchase from NOFIRE TECHNOLOGIES, INC., a Delaware corporation (the "Corporation"), at any time (except as provided in Section 1.1(C)) before 5:00 P.M. (New York time) on August 17, 2009 (the "Warrant Term Date"), one (1) share of fully paid and non-assessable common stock, .20 par value (the "Common Stock"), of the Corporation, at a purchase price per share of $0.14 Dollars (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "Warrant Exercise Price"), subject to adjustment as set forth herein. The shares of Common Stock issuable upon the exercise of the Warrants are sometimes called the "Warrant Shares". Subject to the provisions hereof, at any time before the Warrant Term Date, the Warrants represented by this Warrant Certificate may be exercised by the Holder in whole or in part by surrender of this Warrant Certificate at the principal executive offices of the Corporation with the form of election to exercise attached hereto duly executed and with payment in full to the corporation of the Warrant Exercise Price for each of the Warrant Shares so purchased. Payment of such Warrant Exercise Price shall be made in cash, by bank check, certified check, wire transfer, attorney's trust account check or other means acceptable to the Corporation. Thereupon, the Warrants shall be deemed to have been exercised and the person exercising the Warrants to have become a holder of record of the Warrant Shares so purchased (or of the other securities or property to which such person is entitled upon such exercise) for all purposes, and certificates for Warrant Shares so purchased shall be delivered to the purchaser within a reasonable time (not exceeding ten [10] days) after the Warrants shall have been exercised as set forth above. Except in the event the Holder is in default of any of the Holder's obligations to the Corporation or in the event the Warrant is not fully vested, this Warrant Certificate and all rights hereunder are assignable and transferable on the books of the Corporation, upon surrender of this Warrant Certificate, with the form of assignment attached hereto duly executed by the registered Holder thereof or by his or her attorney duly authorized in writing, to the Corporation at its principal executive offices, and thereupon there shall be issued in the name of the transferee or transferees, in exchange for this Warrant Certificate, a new warrant certificate or warrant certificates of like tenor and date, representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder. Upon any partial exercise hereof, this Warrant Certificate is exchangeable upon surrender by its registered Holder at the principal executive offices of the Corporation for new Warrant Certificates of like tenor and date representing in the aggregate the right to purchase the remaining number of Warrant Shares which may be purchased hereunder. The Corporation covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant Certificate shall, upon issuance, be validly issued, fully paid and non- assessable, and free from all taxes, liens, and charges with respect to the issue thereof. The Corporation further covenants and agrees that, during the period within which the rights represented by this Warrant Certificate may be exercised, the Corporation will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant Certificate. ARTICLE I Section 1.1. Adjustment of Warrant Exercise Price and Number of Warrant Shares. The Warrant Exercise Price and the number of Warrant Shares purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows: If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of Warrant Shares issuable upon exercise of each Warrant and the Warrant Exercise Price shall be appropriately adjusted so that the number of shares of Common Stock issuable on exercise of each Warrant shall be increased, and the Warrant Exercise price decreased in proportion to such increase of outstanding shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, then, following the record date for such combination or reverse split, the number of Warrant Shares issuable upon exercise of Warrants shall be decreased and the Warrant Exercise Price shall be appropriately increased so that the number of shares of Common Stock issuable on exercise of each Warrant shall be proportion to such decrease in outstanding shares. If any consolidation or merger of the Corporation with or into another entity, or the sale of all or substantially all of its assets to another entity shall be effected, or in case of any capital reorganization or reclassification of the capital stock of the Corporation, then, as a condition of such consolidation, merger or sale, reorganization, or reclassification, lawful and adequate provision shall be made whereby each Holder of Warrants shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Corporation immediately theretofore receivable upon the conversion of such Warrants, such shares of stock, securities, interests, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so receivable by such Holder had such consolidation, merger, sale, reorganization, or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Warrant Exercise Price) shall thereafter be applicable, as nearly as may be in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise of such conversion rights. (B) In any case in which the provisions of this Article I shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date and before the occurrence of such event, the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of a fractional share of Common Stock pursuant to Section 1.2; provided, however, that the Corporation shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares and such cash, upon the occurrence of the event requiring such adjustment. (C) (I) If the Corporation proposes for any reason to register its common stock under the United States Securities Act of 1933, as amended (the "Securities Act"), the Corporation shall use its best efforts to cause all Warrant Shares to be included in such registration under the Securities Act all to the extent requisite to permit the sale or other disposition (in accordance with the Corporation's intended distribution methods) by the prospective seller or sellers of its common stock so registered. In the event that the proposed registration by the Corporation is, in whole or in part, effective, and if the managing underwriter or market maker determines and advises that the inclusion of Warrant Shares proposed by the Corporation to be included in the underwritten public offering would interfere with the successful marketing of the underwriting or registration, then the number of Warrant Shares to be included in the registration shall be reduced, pro rata, among all stockholders of the Corporation who are entitled to have their shares registered and all holders of Warrants enabling the holders to purchase shares of the common stock of the Corporation (based upon the number of Warrant Shares to be registered in such underwritten public offering as if the maximum number of Warrant Shares represented by this Warrant are to be registered). Unless a registration statement under the Securities Act, permitting the sale and delivery of the Warrant Shares upon the exercise of this Warrant shall be in effect at the date of such exercise and shall cover the Warrant Shares, the Warrant Shares shall be issued only in reliance on the Holder's representations made hereby and effective on the date of the issuance of the Warrant Shares that the Warrant Shares are being acquired for investment and not with a present view to distribution; that the Holder understands that the Warrant Shares have not been registeredunde the Securities Act and cannot be sold, transferred, pledged, or hypothecated unless a registration statement under the Securities Act is in effect with respect thereto or the Corporation has received an opinion of counsel, satisfactory to it, to the effect that such registration is not required; that the Holder has such knowledge and experience in financial and business matters as is necessary to evaluate the risks of the investment represented by the purchase of the Warrant Shares and is able to bear the economic risk of such investment; that the Holder is purchasing the Warrant Shares based on an independent evaluation of the long-term prospects of the Corporation; and that the Holder has been furnished with such financial and other information relating to the Corporation as the Holder as requested from the Corporation. The Corporation may require, as a condition of the issuance of any Warrant Shares upon the exercise of the Warrant, that the Holder execute and deliver to the Corporation such certificates, agreements, or other instruments as in the judgment of the Corporation may be necessary or otherwise appropriate to assure that the Warrant Shares are issued in accordance with the Securities Act and all other applicable laws and regulations and that the certificates representing the Warrant Shares issued upon the exercise bear any restrictive legend required for such purpose. If, and to the extent that, in the judgment of the Corporation, the exercise of the Warrant may, under applicable laws or regulations in effect at the time of the exercise, subject the Corporation to any obligation to withhold amounts for federal, state, or local taxes, the exercise of this Warrant and the issuance of any Warrant Shares under this Warrant shall be subject to such conditions, including the payment of funds to the Corporation or the offset of amounts otherwise payable by the Corporation, as the Corporation may determine to be necessary or otherwise appropriate to satisfy such obligation. (D) In the event the Corporation shall propose to take any action of the types described in this Section 1.1, the Corporation shall give notice to the Holder, at the address of the Holder shown on the books of the Corporation, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice also shall set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Warrant Exercise Price and the number of shares, securities, interests, or assets which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon the occurrence of such action or deliverable upon exercise of the Warrants. In the case of any action which would require the fixing of a record date, such notice shall be given at least two (2) days prior to the date so fixed, and in case of all other action, such notice shall be given at least thirty (30) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action. (E) In the event that at any time as a result of an adjustment made pursuant to this Section 1.1, the Holder of any Warrants thereafter surrendered for exercise shall become entitled to receive any shares of the Corporation or another corporation other than shares of Common Stock, the provisions of this Article I with respect to the Common Stock shall apply on like terms to any such other shares. Section 1.2. Fractional Shares. No certificates for fractional shares of Common Stock shall be issued upon the exercise of Warrants, but in lieu thereof the Corporation shall pay, upon exercise in full of the Warrants represented by this Warrant Certificate, out of funds legally available therefor, a cash adjustment in respect of such fractional share based upon the then effective Warrant Exercise Price. ARTICLE II Section 2.1. Investment Representations. The Holder is acquiring this Warrant for investment and not with a view to the sale or distribution thereof and for such Holder's own account and not on behalf of others. Such Holder acknowledges that the Warrant Shares have not been registered and that the Warrant Shares may not be sold except pursuant to an effective registration statement under the Securities Act or in a transaction exempt from registration under the Securities Act. The Holder understands the meaning and effect of such restriction. ARTICLE III Section 3.1. Vesting. The rights of the Holder in this Warrant Certificate shall vest upon issuance of this Warrant Certificate. ARTICLE IV Section 4.1. Tax Payment. The issue of any stock or other certificate upon the exercise of the Warrants shall be made without charge to the registered Holder hereof for any transfer or issuance tax in respect of the issue thereof. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the registered Holder of this Warrant Certificate, and the Corporation shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. Section 4.2. Lost Certificates. If this Warrant Certificate shall be lost, stolen, mutilated, or destroyed, the Corporation shall on such terms as to indemnify or otherwise protect the Corporation as the Corporation may in its discretion impose issue a new warrant certificate of like denomination, tenor, and date as the Warrant Certificate so lost, stolen, mutilated or destroyed. Section 4.3. Ownership. The Corporation may deem and treat the registered Holder of this Warrant Certificate as the absolute owner of this Warrant Certificate for all purposes and shall not be affected by any notice to the contrary. Section 4.4. No Stockholder Rights. This Warrant Certificate shall not entitle the Holder to any rights of a stockholder of the Corporation either at law or in equity, including, without limitation, the right to vote, to receive dividends and other distributions, to exercise any preemptive rights, or to receive any notice of meetings of stockholders or of any other proceedings of the Corporation. Section 4.5. Termination. This Warrant Certificate, in all events, shall be wholly void and have no effect after 5 P.M. (New York time) on the Warrant Term Date (except as provided in Section 1.1(C)). Section 4.6. Unenforceable Provisions. In the event that one or more of the provisions of this Warrant Certificate shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Warrant Certificate, but this Warrant Certificate shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 4.7. Choice of Law; Jurisdiction and Venue. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be entirely performed within such State. In the event an action is required to be commenced with respect to this Warrant Certificate, the Holder hereby consents to the jurisdiction of the Federal and State Courts of the State of New Jersey and in the event of any State Court action to the venue of the Courts in Bergen County. Dated: August 17, 2004 NOFIRE TECHNOLOGIES, INC. By: ________________________________ Sam Oolie, Chairman c:\admin\investor\warrantsalkind 8-17-04.doc\pn FORM OF EXERCISE (to be executed by the registered Holder hereof) The undersigned hereby exercises the right to purchase ___________________ shares of common stock, .20 par value ("Common Stock"), of NOFIRE TECHNOLOGIES, INC., a Delaware corporation, evidenced by the attached Warrant Certificate and herewith makes payment of the purchase price in full. Kindly issue certificates for shares of Common Stock (and for the unexercised balance of the Warrants evidenced by the attached Warrant Certificate, if any) in accordance with the instructions given below. Dated: ______________________ Carole Salkind Instructions for registration of stock __________________________________________ Name (Please Print) Social Security or other identifying Number: _________________________________ Address: __________________________________________ __________________________________________ City/State and Zip Code INSTRUCTIONS FOR REGISTRATION OF CERTIFICATE REPRESENTING THE UNEXERCISED BALANCE OF WARRANTS (IF ANY) __________________________________________ Name (Please Print) Social Security or other identifying Number: _________________________________ Address: __________________________________________ __________________________________________ City/State and Zip Code c:\admin\investor\warrantsalkind8-17-04\pn - -6- -----END PRIVACY-ENHANCED MESSAGE-----