UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
NCT Group, Inc.
(formerly Noise Cancellation Technologies, 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)
July 02, 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(e), 13d-1(f) or 13d-1(g), check the following
box: / /
Check the following box if a fee is being paid with this statement: / /
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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
(see instructions) (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: United States
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Number of 7. Sole Voting Power
Shares 18,952,965(a)
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With: 18,952,965(a)
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,952,965(a)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions) / /
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13. Percent of Class Represented by Amount in Row (11): 10.9%
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14. Type of Reporting Person: IN
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Footnotes: (a) Assumes the conversion in full of four secured convertible notes
of the Company in the principal amount of $1,000,000, $250,000, $250,000 and
$500,000 (the "Notes") held by the Reporting Person. The Notes are convertible
into common stock of the Company 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 Company; 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 July 07, 1999. The average of the
closing bid prices for the common stock of the Company for the five consecutive
trading days ending on July 06,1999 is $0.2264. Therefore, the conversion was
assumed to be at $0.2264 as provided for in (i) above.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Stock"), of NCT Group, Inc., (the "Company"). The principal executive offices
of the Company are located at 1025 West Nursery Road, Suite 120, 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 has not been 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
Carole Salkind purchased (1) the Notes convertible into Stock described in
Footnote (a) above in private transactions under Section 4(2) of the Securities
Act of 1933; (2) 576,900 shares of Stock of the Company in transactions placed
through the OTC Bulletin Board; and (3) 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 National Market System. In all
transactions Carole Salkind paid cash from personal funds.
Item 4. Purpose of Transaction
The purpose of the acquisition of the subject stock of the Company was and
is for investment only with no view to acquire or otherwise exercise control of
or over the Company. 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.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) - (b) Carole Salkind owns 18,952,965 shares of Stock, representing
approximately 10.9% of the 174,237,793 shares of the Company's stock
outstanding, as reported as outstanding in the Company's Form 10-Q for the
quarter ended March 31, 1999. Carole Salkind has sole voting and disposition
power of all such shares. See Foot note (a) above.
(c) Not applicable.
(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
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: July 9, 1999
/s/ CAROLE SALKIND
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Carole Salkind
