| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ [ NATK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
02/22/2005 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series CC Convertible Preferred Stock ( 1 ) ( 5 ) ( 8 ) | 02/22/2005 | 02/22/2005 | J | 36,105 | D | ( 2 ) | 7,009 | D | ||
| Series CC Convertible Preferred Stock ( 8 ) | 02/22/2005 | 02/22/2005 | J | 5,389 | D | ( 2 ) | 1,620 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 41 | D | ( 9 ) | 1,579 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 162 | D | ( 10 ) | 1,417 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 162 | D | ( 11 ) | 1,255 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 81 | D | ( 12 ) | 1,174 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 324 | D | ( 13 ) | 850 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 648 | D | ( 14 ) | 202 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 20 | D | ( 15 ) | 182 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 162 | D | ( 16 ) | 162 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 20 | D | ( 17 ) | 0 | D | ||
| Series CC Convertible Preferred Stock ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | 02/22/2005 | J | 36,105 | A | ( 2 ) | 36,105 | D | ||
| Series CC Convertible Preferred Stock ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | 02/22/2005 | J | 5,389 | A | ( 2 ) | 5,389 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 41 | A | ( 18 ) | 41 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 162 | A | ( 19 ) | 162 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | 02/22/2005 | S | 162 | A | ( 20 ) | 162 | D | ||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | S | 81 | A | ( 21 ) | 81 | D | |||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | S | 648 | A | ( 22 ) | 648 | D | |||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | S | 20 | A | ( 23 ) | 20 | D | |||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | S | 162 | A | ( 24 ) | 162 | D | |||
| Series CC Convertible Preferred Stock ( 3 ) ( 4 ) ( 7 ) ( 8 ) | 02/22/2005 | S | 20 | A | ( 25 ) | 20 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $1.08 | 02/22/2005 | 02/22/2005 | J | 3,434 | 02/22/2005 | 02/22/2010 | Series CC Convertible Preferred Stock ( 9 ) | 3,434 | ( 2 ) | 5,724 | D | |||
| Warrants ( 2 ) | $1.08 | 02/22/2005 | 02/22/2005 | J | 1,145 | 02/22/2005 | 02/22/2010 | Series CC Convertible Preferred Stock ( 9 ) | 1,145 | ( 2 ) | 4,579 | D | |||
| Warrants ( 6 ) | $1.08 | 02/22/2005 | 02/22/2005 | J | 2,290 | 02/22/2005 | 02/22/2010 | Series CC Convertible Preferred Stock ( 9 ) | 2,290 | ( 6 ) | 2,289 | D | |||
| Warrants ( 6 ) | $1.08 | 02/22/2005 | 02/22/2005 | J | 2,289 | 02/22/2005 | 02/22/2010 | Series CC Convertible Preferred Stock ( 9 ) | 2,289 | ( 6 ) | 0 | D | |||
| Warrants ( 2 ) ( 4 ) | $1.08 | 02/22/2005 | 02/22/2005 | J | 3,434 | 02/22/2005 | 02/22/2010 | Series CC Convertible Preferred Stock ( 9 ) | 3,434 | ( 2 ) | 3,434 | D | |||
| Warrants ( 2 ) ( 4 ) | $1.08 | 02/22/2005 | 02/22/2005 | J | 1,145 | 02/22/2005 | 02/22/2010 | Series CC Convertible Preferred Stock ( 9 ) | 1,145 | ( 2 ) | 1,145 | D | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On February 22, 2005, pursuant to the Exchange Agreement, dated as of November 8, 2004 (the "Exchange Agreement"), by and among North American Technologies Group, Inc. (the "Company"), Avalanche Resources, Ltd., Kevin Maddox, and Sponsor Investments, LLC ("Sponsor"), pursuant to which Sponsor agreed to exchange all of its Class B membership interests of TieTek LLC ("TieTek"), including an option to acquire up to 499 Class A membership interest of TieTek for 43,114 shares of 0% Series CC Convertible Preferred Stock ("Preferred Stock") and warrants to purchase 9,158 shares of Preferred Stock (the "Warrants"). On a fully converted basis, the Preferred Stock and Warrants obtained by Sponsor as part of the Exchange Agreement represent approximately 44,150,930 shares of the Company's common stock or 38.5% of the Company's outstanding common stock as of the date herewith. |
| 2. In accordance with Sponsor's Operating Agreement, Sponsor distributed 36,105 shares of Preferred Stock and warrants to purchase an additional 3,434 shares of Preferred Stock to its member Herakles Investments, Inc. ("Herakles") and 5,389 shares of Preferred Stock and warrants to purchase an additional 1,145 shares of Preferred Stock to its member Astraea Investment Management, L.P. ("Astraea"). |
| 3. Pursuant to the Series CC Convertible Preferred Stock Purchase Agreement, dated as of February 22, 2005 (the "Series CC Purchase Agreement"), Sponsor sold an aggregate of 1,620 shares of Preferred Stock at a purchase price of $.08 per share of common stock as converted, to Paul Pottinger, Chris Bancroft, Michael Jordan, John M. Pigott, General Goh Yong Siang, Pat Long, David Kellogg, Charles Jarvie, and David Pasahow (the "Investors"). |
| 4. Pursuant to the Voting Agreement, dated as of February 22, 2005 (the "Voting Agreement"), by and among Sponsor, Herakles, Astraea, and the Investors, each Holder granted Sponsor an irrevocable proxy to vote the Holder's respective shares of the Company's voting stock, including the 324 shares of Preferred Stock directly-owned by General Goh Tong Siang. Each Holder shall retain full dispositive power over its shares. For purposes of this disclosure, Herakles, Astraea, and the Investors shall be referred herein as the "Holders." |
| 5. Pursuant to the Stockholders Agreement ("Stockholders Agreement"), dated February 22, 2005, by and among Sponsor, Crestview Capital Master, LLC ("Crestview"), Midsummer Investment Ltd. ("Midsummer"), Islandia, L.P. ("Islandia"), Big Bend XI Investments, Ltd. ("Big Bend"), and HLT FFT, LLC ("HLT") , and Richard Kiphart ("Kiphart") (for purposes of the this statement Big Bend, Crestview, HLT, Midsummer, Islandia and Kiphart shall be referred to as the "Purchasers"), the Sponsor and the Holders agreed to vote all of the shares of the Company's voting stock, to which they respectively control the voting power to, in favor of the election of two nominees to be designated by the Purchasers, two nominees to be designated by Sponsor, and one nominee to be designated by Sponsor and Big Bend. This obligation to vote terminates on May 31, 2005. |
| 6. As agreed between the parties, Sponsor assigned a warrant to purchase 2,290 shares of Preferred Stock to Crestview and a warrant to purchase 2,289 shares of Preferred Stock to Big Bend. |
| 7. Sponsor, Herakles, Astraea and the Investors disclaim beneficial ownership in the securities in excess of their respective pecuniary interest in the securities, and this report shall not be deemed an admission that the any party is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 8. Each share of Series CC Convertible Preferred Stock is convertible into approximately 925.926 shares of the Company's common stock. |
| 9. Pursuant to the Series CC Purchase Agreement, Sponsor sold 41 shares of Preferred Stock to Paul Pottinger at a price of $.08 per share of common stock as converted. |
| 10. Pursuant to the Series CC Purchase Agreement, Sponsor sold 162 shares of Preferred Stock to Chris Bancroft at a price of $.08 per share of common stock as converted. |
| 11. Pursuant to the Series CC Purchase Agreement, Sponsor sold 162 shares of Preferred Stock to Michael Jordan at a price of $.08 per share of common stock as converted. |
| 12. Pursuant to the Series CC Purchase Agreement, Sponsor sold 81 shares of Preferred Stock to John M. Pigott at a price of $.08 per share of common stock as converted. |
| 13. Pursuant to the Series CC Purchase Agreement, Sponsor sold 324 shares of Preferred Stock to General Goh Yong Siang at a price of $.08 per share of common stock as converted. |
| 14. Pursuant to the Series CC Purchase Agreement, Sponsor sold 648 shares of Preferred Stock to Pat Long at a price of $.08 per share of common stock as converted. |
| 15. Pursuant to the Series CC Purchase Agreement, Sponsor sold 20 shares of Preferred Stock to David Kellogg at a price of $.08 per share of common stock as converted. |
| 16. Pursuant to the Series CC Purchase Agreement, Sponsor sold 162 shares of Preferred Stock to Charles Jarvie at a price of $.08 per share of common stock as converted. |
| 17. Pursuant to the Series CC Purchase Agreement, Sponsor sold 20 shares of Preferred Stock to David Pasahow at a price of $.08 per share of common stock as converted. |
| 18. Paul Pottinger purchased 41 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as diluted pursuant to the Series CC Purchase Agreement. |
| 19. Christopher Bancroft purchased 162 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| 20. Michael Jordan purchased 162 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| 21. John M. Pigott purchased 81 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| 22. Pat Long purchased 648 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| 23. David Kellogg purchased 20 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| 24. Charles Jarvie purchased 162 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| 25. David Pasahow purchased 20 shares of Preferred Stock from Sponsor at a price of $.08 per share of common stock as converted, pursuant to the Series CC Purchase Agreement. |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc. | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for Astraea Investment Management, LP | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for Paul Pottinger | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for Christopher Bancroft | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for Michael Jordan | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for John M. Pigott | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for Pat Long | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for David Kellogg | 02/24/2005 | |
| /s/ Robert W. Korba President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney in Fact for David Pasahow | 02/24/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||