-----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, UT27lUQovtxX2VWwclVrQ51Kz6tiJxhr3w8ZWQGHTAZZytzCKWlSQxxd06JK5gj5 VkrHW6KH5mti77CDSIvVIw== 0000823070-04-000041.txt : 20040913 0000823070-04-000041.hdr.sgml : 20040913 20040913131545 ACCESSION NUMBER: 0000823070-04-000041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040913 DATE AS OF CHANGE: 20040913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LITWIN GERALD H CENTRAL INDEX KEY: 0001255830 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 21 INDUSTRIAL AVE STREET 2: C/O NOFIRE TECHOLOGIES CITY: UPPER SADDER RIVER STATE: NJ ZIP: 07458 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: 041027104 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 SC 13D 1 rgeraldhlitwin13d.txt 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 $0.20 per share (Title of Class of Securities) 654865 10 4 (CUSIP Number) Gerald H Litwin 21 Industrial Ave. Upper Saddle River, NJ 07458 201-818-1616 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2004 (Date of Event which Requires Filing of this Statement) CUSIP No. .................................. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons ...........................Gerald H Litwin ###-##-####........................ 2. Check the Appropriate Box if a Member of a Group (a) .............................................................................. .. (b) ..............................X............................................ .. 3. SEC Use Only ........................................................................... 4. Source of Funds (See Instructions) .............................SC........................................ 5. Check if Disclosure of Legal Proceedings Is Require 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 .................1,842,857............................................. 8. Shared Voting Power ..................-0-........................................... 9. Sole Dispositive Power ..................1,842,857.............................................. 10. Shared Dispositive Power .....................-0-................................ 11. Aggregate Amount Beneficially Owned by Each Reporting Person ..........................1,842,857 .................... 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ) ........... 13. Percent of Class Represented by Amount in Row (11) ............................8.0 %................................. .. 14. Type of Reporting Person (See Instructions) ................................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.): Gerald H Litwin (b.): Business address: 21 Industrial Ave. Upper Saddle River, NJ 07458 (c.): Mr. Litwin's principal occupation is a director of NoFire Technologies, Inc.. Mr. Litwin is a United States citizen. (d.) & (e.): During the last five years Mr. Litwin 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 $258,000 is from conversion of short term debt owed by NoFire into long term convertible bond. Exercise of warrants will come from the same source. Item 4. Purpose of Transaction. Mr. Litwin is owed various sums by NFTI for settlements due to the bankruptcy, deferred salaries, and payments due for services rendered. These sums are short term liabilities of NFTI, and as such impairs the ability of NFTI when it seeks to do business with major corporations and the U S Government and military. In order to improve NFTI's financial situation Mr. Litwin has agreed to convert a portion of his debt to a long term convertible bond. Mr. Litwin 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. a. Mr. Litwin beneficially owns 0 shares of the $0.20 per share par value Common Stock of the Issuer: the only class of shares authorized by the issuer, a convertible bond which is convertible into 1,842,857 shares and warrants to purchase 5,528,571 common shares which are not exercisable within 60 days from this date until said time when the authorized capitalization is raised to accommodate the conversion of these warrants.. b. Mr. Litwin has the sole power to vote all of the shares noted in paragraph (a). c. Mr. Litwin has not made any transactions in the reported shares in the past 60 days. d. 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 Mr. Litwin. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The only contract between Mr. Litwin 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 Bond and Conversion of Debt 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 ___________________________ Gerald H Litwin C:\admin\docs\13D\Gerald Litwin 8-30-04 EX-1 2 rgeraldlitwinsched1.txt NOFIRE TECHNOLOGIES, INC. 8% CONVERTIBLE BOND DUE December 31, 2007 $258,000 No.18 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 Gerald Litwin, (the "Holder"), the principal sum of Two Hundred Fifty Eight Thousand Dollars ($258,000) on December 31, 2007 (the "Maturity Date") and to pay interest thereon semi annually at the rate of eight (8%) percent per annum, computed on a simple interest basis. 1. Conversion. The Holder of this Bond is entitled, at his option, at any time on or before the close of business on December 31, 2007 to convert this Bond at the principal amount hereof plus any interest accrued into fully paid and nonassessable shares of the common stock, twenty ($0.20) cent par value, of the Corporation (the "Common Stock") at the conversion rate of $0.14 per share surrender of this Bond accompanied by written notice 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. Accelerated Payment A. This Bond may be prepaid at any time at the option of the Corporation B. This Bond shall be due and payable immediately in the event that the Corporation either files for reorganization under the bankruptcy laws or is forced into bankruptcy. C. This Bond shall be due and payable immediately if there is an attempt made to take control of the company. 6. Anti Dilution The Corporation agrees that it will not issue either further common stock or warrents to purchase common stock without the written agreement of Sam Gottfried and Sam Oolie. 7. 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 30, 2004 Attest: NoFire Technologies, Inc. _____________________ By: _______________________________ Al Margino, Secretary Sam Oolie, Chairman By:_________________________________ Sam Gottfried, President -----END PRIVACY-ENHANCED MESSAGE-----