SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NCT Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
62888Q109
(CUSIP Number)
Carole Salkind
Sills, Cummis, Zuckerman et al
One Riverfront Plaza
Newark, New Jersey 07102
(201) 643-7000
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 17, 1999
(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. 62888Q109
1. Name of Reporting Person: CAROLE SALKIND
S.S. or I.R.S. Identification No. of Above Person: ###-##-####
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2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds: PF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization: USA
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Number of 7. Sole Voting Power
Shares 15,084,286(a)
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With: 15,084,286(a)
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:15,084,286(a)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11): 9.4%
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14. Type of Reporting Person: IN
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Footnotes: (a) Assumes the conversion in full of a secured convertible note of
the Issuer in the principal amount of $1,000,000 (the "Note") held by the
Reporting Person. The Note is convertible into common stock of the Issuer at any
time from issuance to maturity at a conversion price equal to the lesser of (i)
the average of the closing bid prices for such common stock on the OTC Bulletin
Board for the five consecutive trading days ending one trading day prior to the
date a conversion notice is sent to the Issuer, or (ii) $0.237 but in no event
may such conversion price be less than $0.15 per share. The above calculations
are based on an assumption that a conversion notice was delivered on March 17,
1999. The average of the closing bid prices for the common stock of the Issuer
for the five consecutive trading days ending on March 16,1999 is $0.2014.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Stock"), of NCT Group, Inc. (formerly 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 March 17, 1999 Carole Salkind purchased 76,900 shares of Stock of the
Company in transactions placed through the OTC Bulletin Board. Previously Carole
Salkind purchased the Note convertible into Stock described in Footnote (a)
above in a private transaction under Section 4(2) of the Securities Act of 1933,
500,000 shares of Stock of the Company in transactions placed through the OTC
Bulletin Board, and 9,542,143 shares of such Stock in three private transactions
under Section 4(2) 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 15,084,286 shares of Stock, Representing
approximately 9.4% of the issued and outstanding shares of Stock. Carole Salkind
has sole voting and disposition power of all such shares. See Foot note (a)
above.
(c) On March 17, 1999, Carole Salkind purchased 76,900 shares of Stock in
transactions placed through the OTC Bulletin Board by her broker, Paine Webber,
Inc., at an average price per share of $0.19.
(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.
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: April 7, 1999
/s/ CAROLE SALKIND
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Carole Salkind
