NOISE CANCELLATION TECHNOLOGIES INC
8-K, 1998-08-21
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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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): August 21, 1998
- ------------------------------------------------------------------------------

                      Noise Cancellation Technologies, Inc.

- ------------------------------------------------------------------------------
              (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
- ------------------------------------------------------------------------------

        (Former name or former address, if changes since last report)
<PAGE>



Item 5.  Other Events.

     On  August  21,  1998  the  Board  of  Directors   of  Noise   Cancellation
Technologies,  Inc. (the "Company")  established October 20, 1998 as the date of
the next Annual Meeting of Stockholders of the Company and September 21, 1998 as
the Record Date for  determining  the persons  entitled to notice and to vote as
stockholders of the Company at such Annual Meeting. As reported previously, such
dates were to be September 10, 1998 and July 14, 1998, respectively.
<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:  August 21, 1998


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