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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 1995
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Noise Cancellation Technologies, Inc.
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(Exact name of Registrant as specified in Charter)
Delaware 0-18267 59-2501025
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
1015 West Nursery Road, Linthicum, Maryland 21090
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (410) 636-8700
None
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(Former name or former address, if changes since last report)
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Item 5. Other Events.
The following transactions were reported previously in Note 7 --
Subsequent Events -- of the notes to the condensed consolidated financial
statements (unaudited) in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 (the "Third Quarter 10-Q").
On November 8, 1995 the Company entered into a stock purchase agreement
for the sale of 4.8 million shares of its common stock in a private placement
to a foreign investor in consideration for $3.3 million in net proceeds to the
Company. The closing of the transaction occurred on November 14, 1995. The
purchaser of the common stock is subject to certain resale and transfer
restrictions including those under Regulation S of the United States Securities
Act of 1933, as amended.
On November 15, 1995, the Company and Walker Manufacturing Company
("Walker") executed a series of related agreements (the "Restructuring
Agreements") and concluded previously noted negotiations with Tenneco
Automotive and Walker regarding the Company's commitment to help fund $4.0
million of product and technology development work and the transfer of the
Company's 50% interest in Walker Noise Cancellation Technologies ("WNCT") to
Walker. The Restructuring Agreements provide for the transfer of the Company's
interest in WNCT to Walker, the elimination of the Company's previously
expensed obligation to fund the remaining $2.4 million of product and
technology development work noted above, the transfer to Walker of certain
Company owned tangible assets related to the business of WNCT, the expansion of
certain existing technology licenses and the Company's performance of certain
research and development activities for Walker at Walker's expense as to future
activities. In consideration for the above, Walker paid the Company $0.3
million, delivered to the Company 1,110,083 shares of the Company's common
stock which Tenneco Automotive had purchased from the Company in December 1993,
and has undertaken to pay the Company certain royalties from the exploitation
of the intellectual property rights granted to Walker under the expansion of
existing technology licenses.
Other than certain future Walker-funded research and development
activities noted above, the Company has no current plans, obligation or
intention to provide additional funding to WNCT.
The following are condensed consolidated balance sheets (unaudited) of
the Company and its subsidiaries as of September 30, 1995, as previously filed
in the Third Quarter 10-Q, and as of November 30, 1995, reflecting the
transactions noted above. The presentation in the balance sheet as of November
30, 1995, is consistent with the presentation in the balance sheet as of
September 30, 1995. In the opinion of management, all adjustments (consisting
of normal recurring accruals and certain adjustments to reserves and
allowances) considered necessary for a fair presentation have been included.
This balance sheet should be read in conjunction with the condensed
consolidated financial statements (unaudited) and the notes thereto contained
in the Third Quarter 10-Q. For further information, refer to the consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
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NOISE CANCELLATION TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
(Thousands of
dollars)
-------------------
September 30, November 30,
1995 1995
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<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 237 $ 2,682
Short-term investments 18 --
Accounts receivable:
Trade:
Technology licensing fees -- --
Joint Ventures and affiliates 764 200
Other 984 937
Unbilled 313 351
Allowance for doubtful accounts (1,168) (863)
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Total accounts receivable $ 893 $ 625
Inventories, net of reserves 2,105 1,836
Other current assets 150 217
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Total current assets $ 3,403 $ 5,360
Property and equipment, net 3,251 2,823
Patent rights and other intangibles, net 2,299 2,234
Other assets 294 294
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$ 9,247 $ 10,711
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,283 $ 1,990
Accrued expenses 488 737
Losses in excess of investments in joint ventures 1,420 --
Accrued payroll, taxes and related expenses 348 339
Customers' advances 55 50
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Total current liabilities $ 4,595 $ 3,116
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Losses in excess of investment in joint ventures $ 1,038 $ --
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Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 100,000,000 shares authorized; issued
and outstanding 89,136,901 and 92,826,818 shares,
respectively $ 891 $ 928
Additional paid-in-capital 76,205 78,717
Accumulated deficit (73,582) (72,147)
Cumulative translation adjustment 171 167
Expenses to be paid with common stock (70) (70)
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Total stockholders' equity $ 3,615 $ 7,595
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$ 9,247 $ 10,711
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</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NOISE CANCELLATION TECHNOLOGIES, INC.
By: /s/ Stephen J. Fogarty
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Senior Vice President and
Chief Financial Officer
Dated: December 19, 1995
