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): July 29, 1998
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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, Linthicum, Maryland 21090
(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 July 29, 1998 the Company issued a press release announcing its plan to
repurchase from time to time up to 10 million shares of the Company's Common
Stock in the open market pursuant to Rule 10b-18 under the Securities Exchange
Act of 1934 or through block trades. The full text of this press release is
included herewith as Exhibit 99(a).
<PAGE>
Item 7. Exhibits
Exhibit No. Description Sequential Page
99(a) Press Release of July 29, 1998 5
<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 TECHNOLOGEIS, INC.
By: /s/ CY E. HAMMOND
-----------------------
Cy E. Hammond
Senior Vice President,
Chief Financial Officer
Date: July 29, 1998
Exhibit 99(a)
CONTACT: Joanna Lipper
Noise Cancellation Technologies, Inc.
(203) 961-0500 ext. 386
(203) 348-4106 (fax)
FOR IMMEDIATE RELEASE
NCTI ANNOUNCES STOCK REPURCHASE PLAN
STAMFORD, Conn, July 29, 1998 - Noise Cancellation Technologies, Inc. (NASDAQ:
NCTI) announced today that its Board of Directors has authorized the Company to
repurchase from time to time up to 10 million shares of the Company's common
stock. Such purchases may be made in the open market pursuant to rule 10b-18
under the Securities Exchange Act of 1934 or through block trades. This action
reflects the Board of Director's belief that the Company's common stock is
substantially undervalued in today's market and demonstrates the Board's
commitment to enhancing shareholder value. The Board indicated that it may
increase the authorization at a later date.
"The Board believes that the sum of the valuations of NCT's separate
business units is considerably larger than the current valuation of NCT. This
undervaluation of the parent company has motivated the Board to initiate the
stock repurchase plan," said Michael J. Parrella, President and CEO. "The Board
recognizes the considerable value of our technologies and the benefits of
organizing the Company into Strategic Business Units (SBUs) to maximize gains
within high-growth target markets."
NCT Communications' ClearSpeech(TM) suite of proprietary algorithms
delivers significant benefits for communications and Internet/intranet
applications. NCT Audio Products, Inc.'s Flat Panel Transducer(TM) technology
affords many advantages over traditional audio speakers and is ideal for the
exploding home theater segment as well as for professional and automotive audio
applications. NCT Microphones' Silicon Micromachined Microphone offers superior
price performance characteristics over conventional microphones which make it
ideal for communications applications. NCT Hearing Products' Active Noise
Reduction headphones and communications headsets deliver benefits of improved
clarity and intelligibility.
NCTI is a leading technology developer with an extensive portfolio of
proprietary algorithms and a wide variety of product offerings for consumer,
commercial and industrial applications. The Company specializes in the
utilization of sound and signal waves to reduce noise, improve signal-to-noise
ratio and enhance sound quality. For more information, refer to the Company's
World Wide Web site at http://www.nct-active.com.
# # #
Cautionary Statement Regarding Forward-Looking Statements Certain information
contained in this press release are forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995 (the "Act"), which
became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the Act for any such forward-looking statements, the
Company wishes to caution investors and prospective investors about significant
factors, which among others, have in some cases affected the Company's actual
results and are in the future likely to affect the Company's actual results and
cause them to differ materially from those expressed in any such forward-looking
statements. Investors and prospective investors should read this press release
in conjunction with the Company's most recent Form 10-K and Forms 10-Q.
