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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington D.C. 20549 |
SCHEDULE 13D |
Under the Securities Exchange Act of 1934 |
NOCOPI TECHNOLOGIES, INC. |
|
(Name of Issuer) |
Common Stock |
|
(Title of Class of Securities) |
655210 10 2 |
(CUSIP Number) |
John W. Hetherington, Vice President and Secretary |
Westvaco Corporation |
One High Ridge Park |
(203) 461-7400 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 5, 2001 |
(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(b)(3) or (4), check the following box |
Page 1 of 13 pages
Index to Exhibits Appears on Page 8
CUSIP No. 655210 10 2 |
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Page 2 of 13 Pages |
1 |
NAME OF FILING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Westvaco Brand Security, Inc. Taxpayer ID Number: 06-1592875 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o(b) o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (See Instructions) See Item 3 |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER
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SHARES BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 3,917,030
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EACH FILING PERSON |
9 |
SOLE DISPOSITIVE POWER
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WITH |
10 |
SHARED DISPOSITIVE POWER 3,917,030
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON 3,917,030
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%
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14 |
TYPE OF FILING PERSON (See Instructions) CO |
CUSIP No. 655210 10 2 |
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Page 3 of 13 Pages |
1 |
NAME OF FILING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTVACO CORPORATION Taxpayer ID Number: 13-1466285
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o(b) o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (See Instructions) See Item 3 |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
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NUMBER OF |
7 |
SOLE VOTING POWER
|
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SHARES BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 3,917,030
|
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EACH FILING PERSON |
9 |
SOLE DISPOSITIVE POWER
|
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WITH |
10 |
SHARED DISPOSITIVE POWER 3,917,030
|
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON 3,917,030
|
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% |
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14 |
TYPE OF FILING PERSON (See Instructions) CO |
Introduction
Item Security and Issuer
This statement relates to the Common Stock, $0.01 par value, of Nocopi Technologies, Inc., a Maryland corporation whose principal executive offices are located at 537 Apple Street, West Conshohocken, PA 19428 ("Nocopi").
Item Identity and Background
Westvaco Brand Security, Inc., a Delaware corporation ("WBS"). For additional information concerning the directors and executive officers of WBS, see Exhibit A which is herein incorporated by reference. To the knowledge of the undersigned, all individuals listed on such exhibit are citizens of the United States.
Westvaco Corporation, a Delaware corporation ("Westvaco"). For additional information concerning the directors and executive officers of Westvaco, see Exhibit B which is herein incorporated by reference. To the knowledge of the undersigned, all individuals listed on such exhibit are citizens of the United States.
WBS and Westvaco are herein sometimes collectively referred to as the Filing Persons.
Westvaco Brand Security, Inc. Westvaco Corporation
One High Ridge Park One High Ridge Park
Stamford, CT 06905 Stamford, CT 06905
WBS is a single-source of brand-theft solutions offering brand owners customized security solutions.
Westvaco is a major producer of packaging, paper and specialty chemicals.
Item Source and Amount of Funds or Other Consideration
The shares were purchased for an aggregate cash consideration of $325,000. Of this amount, $25,000 was paid by a credit to an account payable owed by WBS to Nocopi. The balance of the source of funds was working capital. In addition, as part of the transaction, WBS and Nocopi agreed to certain modifications of their existing license and related arrangements.
Item Purpose of Transaction
The acquisition by the Filing Persons of the Nocopi shares is being made for investment purposes and as part of the relationship of WBS as a licensee of Nocopi's anti-counterfeiting technologies. As part of the transaction, WBS and Nocopi agreed to certain modifications of their existing license and related arrangements.
Neither of the Filing Parties currently have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of Nocopi, or the disposition of securities of Nocopi; (b) an extraordinary corporate transaction involving Nocopi or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Nocopi or any of its subsidiaries; (d) any change in the present board of directors or management of Nocopi; (e) any material change in the present capitalization or dividend policy of Nocopi; (f) any other material change in Nocopi's business or corporate structure; (g) changes in Nocopi's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Nocopi by any person; (h) causing a class of securities of Nocopi to be deregistered or delisted; (i) a class of equity securities of Nocopi becoming eligible for termination of registration; or (j) any action similar to any of the actions enumerated above. The Filing Parties intend to review on a continuing basis the investment in Nocopi and Nocopi's business, prospects and financial condition. Based on such continuing review, alternative investment opportunities available and all other factors deemed relevant (including, without limitation, the market for and price of the Nocopi common stock and general economic conditions and future developments), WBS and/or Westvaco may retain, or from time to time increase its holdings or dispose of all or a portion of its holdings.
Item Interest in Securities of the Issuer
Name |
Number of Shares Beneficially Owned With Sole Voting and Dispositive Power |
Number of Shares Beneficially Owned With Shared Voting and |
Aggregate Number Beneficially Owned |
Percentage of Shares Beneficially Owned |
Westvaco Brand Security, Inc. |
3,917,030 |
3,917,030 |
10.4% |
|
Westvaco Corporation |
3,917,030 |
3,917,030 |
10.4% |
|
(c) Neither of the Filing Persons, other than as reported on this Schedule 13D, have effected any transactions in Nocopi shares during the past 60 days.
(d) Neither the Filing Persons, other than as reported on this Schedule 13D, knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Nocopi shares.
(e) Not applicable
Item Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Nocopi shares that are the subject of this Schedule 13D were acquired pursuant to a Stock Purchase Agreement between WBS and Nocopi dated as of February 20, 2001.
Item Material to Be Filed as Exhibits
Exhibit
Number Description
A Directors and Executive Officers - WBS
B Directors and Executive Officers - Westvaco Corporation
C Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 14, 2001
WESTVACO BRAND
SECURITY, INC.
/s/ Stanley G. Hart
President
WESTVACO CORPORATION
/s/ Karen R. Osar
Senior Vice President and
Chief Financial Officer
Index to Exhibits
A Directors and Executive Officers - WBS P. 9
B Directors and Executive Officers - Westvaco Corporation P. 11
C Joint Filing Agreement P. 13
EXHIBIT A
Directors and Executive Officers
Westvaco Brand Security, Inc.
NAME |
BUSINESS ADDRESS |
PRINCIPAL OCCUPATION |
DIRECTORS |
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David E. McIntyre |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Group Vice President and Manager Packaging Resources Group, Westvaco Corporation |
Richard H. Block |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Senior Vice President, Westvaco Corporation |
James F. Jordan |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Senior Vice President, Manager Marketing & New Business Development, Westvaco Corporation |
H. Todd Walton |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Manager Business Solutions, Westvaco Corporation |
John E. Banu |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Vice President Financial Manager, Westvaco Corporation |
John W. Glomb |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Vice President, Westvaco Corporation |
James L. Martin |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Senior Vice President Sales and Customer Resources Manager, Westvaco Corporation |
Karen R. Osar |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Senior Vice President and Chief Financial Officer, Westvaco Corporation |
EXECUTIVE OFFICERS |
||
Stanley G. Hart |
Westvaco Brand Security One High Ridge Park Stamford, CT 06905 |
President, Westvaco Brands Security |
Richard H. Weatherly, Jr. |
Westvaco Brand Security One High Ridge Park Stamford, CT 06905 |
Vice President - Sales, Westvaco Brands Security |
John E. Banu |
Westvaco Brand Security One High Ridge Park Stamford, CT 06905 |
Chief Financial Officer, Westvaco Brands Security |
EXHIBIT B
Directors and Executive Officers
Westvaco Corporation
NAME |
BUSINESS ADDRESS |
PRINCIPAL OCCUPATION |
DIRECTORS |
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Samuel W. Bodman III |
Cabot Corporation Two Seaport Lane Suite 1300 Boston, MA 02210-2019 |
Chairman and CEO, Cabot Corporation |
W.L. Lyons Brown, Jr. |
Hilliard Lyons Center 501 Fourth Avenue Louisville, KY 40404 |
|
Michael E. Campbell |
Arch Chemicals, Inc. 501 Merritt 7 Norwalk, CT 06856 |
Chairman, & CEO, Arch Chemicals, Inc. |
Dr. Thomas W. Cole, Jr. |
Clark Atlanta University 223 James P. Brawley Drive, S.W. Atlanta, GA 30314 |
President, Clark Atlanta University |
David F. D'Alessandro |
John Hancock Financial Services, Inc. 200 Clarendon Street 59th Street Boston, MA 02116 |
President and CEO, John Hancock Financial Services, Inc. |
John A. Luke, Jr. |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Chairman, President and CEO, Westvaco Corporation |
Douglas S. Luke |
HL Capital, Inc. The Chrysler Building 405 Lexington Avenue New York, NY 10174 |
President and CEO, HL Capital, Inc. |
Jane L. Warner |
Global Industry Group 901 Tower Drive Troy, MI 48098 |
Managing Director, Global Automotive Industry Group EDS |
Richard A. Zimmerman |
Hershey Foods Corporation 100 Crystal A Drive Hershey, PA 17033-0810 |
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EXECUTIVE OFFICERS |
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John A. Luke, Jr. |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Chairman, President and CEO, Westvaco Corporation |
James A. Buzzard |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Executive Vice President, Westvaco Corporation |
David E. McIntyre |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Group Vice President, Westvaco Corporation |
Karen R. Osar |
Westvaco Corporation One High Ridge Park Stamford, CT 06905 |
Senior Vice President, Chief Financial Officer, Westvaco Corporation |
EXHIBIT C
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Nocopi Technologies, Inc., dated March 14, 2001, is to be filed jointly on behalf of each of them, and any further amendments thereto signed by each of the undersigned, will be also be filed jointly on behalf of each of them.
Dated: March 14, 2001
WESTVACO BRAND
SECURITY, INC.
/s/ Stanley G. Hart
President
WESTVACO CORPORATION
/s/ Karen R. Osar
Senior Vice President and
Chief Financial Officer