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): April 14 , 1997
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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
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
1025 West Nursery Road, Suite 120, Linthicum, Maryland 2 1 0 9 0
(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
On April 15, 1997, the Company filed its Annual Report for the year ended
December 31, 1996, on Form 10-K. Rule 4450 of the Rules of the National
Association of Securities Dealers, Inc. requires that the Company, for
continuous listing of its Common Stock on the NASDAQ National Market System,
substantially meet certain criteria, including having net tangible assets of $4
million where the Company has sustained losses from continuing operations during
the prior three years. The net tangible assets of the Company reflected on its
balance sheet at December 31, 1996, were $2.6 million. Subsequent to March 31,
1997, certain holders of the Company's 8% Convertible Debentures converted
certain of such Debentures to Common Stock as permitted under the terms of the
Debentures. At April 14, 1997, the Company's net tangible assets were $4.4
million, as reflected on the Company's unaudited summary balance sheet at such
date, included herewith as Exhibit 99(a).
<PAGE>
Item 7. Exhibits
Sequential
Exhibit No. Description Page
99(a) Unaudited Summary Balance Sheet at 5
April 14, 1997
<PAGE>
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
-------------------------------------
Stephen J. Fogarty
Senior Vice President and
Chief Financial Officer
Dated: April 15, 1997
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Exhibit 99(a)
NOISE CANCELLATION TECHNOLOGIES, INC. AND SUBSIDIARIES
SUMMARY CONSOLIDATED BALANCE SHEETS
(In millions of dollars)
Unaudited
December 31, April 14,
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ASSETS 1996 1997
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Current assets:
Cash and cash equivalents $ 0.4 $ 1.0
Accounts receivable, net 0.5 3.2
Other current assets 1.1 1.3
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Total current assets $ 2.0 $ 5.5
Property and equipment, net 2.1 1.9
Other assets 1.9 1.8
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$ 5.9 $ 9.2
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LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Accounts payable & accrued
expenses $ 3.3 $ 2.8
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Total current liabilities $ 3.3 $ 2.8
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Long term obligations - 2.0
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Total other liabilities $ - $ 2.0
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Net stockholders' equity $ 2.6 $ 4.4
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$ 5.9 $ 9.2
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Note: The Summary Consolidated Balance Sheets presented above have been prepared
for the purpose of demonstrating that the Company meets the requirements for
continued listing on the NASDAQ National Market System, and do not include the
disclosures that would usually be presented with such financial statements.
