SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Noise Cancellation Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
655279107
(CUSIP Number)
Carole Salkind
Sills, Cummis, Zuckerman et al
One Riverfront Plaza
Newark, New Jersey 07102
(201) 643-7000
-------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 30, 1997
(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: / /
Check the following box if a fee is being paid with this statement: / /
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CUSIP NO. 655279107
1. Name of Reporting Person CAROLE SALKIND
S.S. or I.R.S. Identification No. of Above Person
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
Number of 7. Sole Voting Power
Shares 9,542,143
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With 9,542,143
10. Shared Dispositive Power
-0-
- ----------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,542,143
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
13. Percent of Class Represented by Amount in Row (11)
7.3%
14. Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Stock"), of Noise Cancellation Technologies, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 1025
West Nursery Road, Linthicum, Maryland 21090.
Item 2. Identity and Background
(a) Carole Salkind
(b) Sills, Cummis, Zuckerman, Radin, Tischman, Epstein & Gross,
One Riverfront Plaza, Newark, New Jersey 07102
(c) Executive Assistant to the Chairman of the firm named in (b) above
which is engaged in the private practice of law at the address set forth in (b)
above.
(d) During the last five years Carole Salkind has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years Carole Salkind was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which Carole Salkind was or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
On July 30, 1997 Carole Salkind purchased 2,857,143 shares of Stock of the
Company. Previously Carole Salkind had purchased 6,685,000 shares of such Stock
in two private transactions pursuant to Regulation D of the Securities Act of
1933 and in transactions placed through the NASDAQ Stock Market. In all
transactions Carole Salkind paid cash from personal funds.
Item 4. Purpose of Transaction
Carole Salkind acquired the Stock for general investment purposes. Carole
Salkind intends to review on a continuing basis her investment in the Company.
As of the date of this Schedule 13D, no determination has been made by Carole
Salkind to acquire additional securities of the Company or to dispose of the
shares of stock Carole Salkind owns, although she reserves the right to decide
to take any of such actions in the future. Any such determination will depend on
market conditions prevailing from time to time, and on other conditions which
may be applicable depending on the nature of the transaction or transactions
involved.
Item 5. Interest in Securities of the Issuer
(a) - (b) Carole Salkind owns 9,542,143 shares of Stock, Representing
approximately 7.3% of the issued and outstanding shares of Stock. Carole Salkind
has sole voting and disposition power of all such shares.
(c) On July 30, 1997, Carole Salkind purchased 2,857,143 Shares directly
from the Company pursuant to Regulation D of the Securities Act of 1933, as
amended, at the price of $0.175 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
With Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Exhibit Number Description
Not applicable.
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SIGNATURE
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: July 30, 1997
/s/ CAROLE SALKIND
Carole Salkind
