SEC File No. 0-18267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K
/ / Form 10-Q / / FORM N-SAR
For Period Ended: December 31, 1998
/ / Transition Report on Form 10-K / / Transition Report on Form 20-F / /
Transition Report on Form 11-K / / Transition Report on Form 10-Q / / Transition
Report on Form N-SAR
For the Transition Period Ended: ___________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not Applicable - See Exhibit A (attached)
PART I -- REGISTRANT INFORMATION
NCT Group, Inc.
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Full Name of Registrant
(formerly Noise Cancellation Technologies, Inc.)
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Former Name if Applicable
1025 West Nursery Road, Suite 120
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Address of Principal Executive Office (Street and Number)
Linthicum, Maryland 21090
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
(Check box if appropriate)
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(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
/X/ (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Exhibit A.
SEC 1344 (11-91)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Cy E. Hammond (410) 636-8700
(Name) (Area Code) (Telephone Number)
(2)Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). /X/ Yes / / No
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(3)Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Exhibit A
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NCT Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1999 By: /s/ CY E. HAMMOND
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Cy E. Hammond
Senior Vice President,
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1.This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2.One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of public record in the Commission files.
3.A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4.Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
<PAGE>
Exhibit A
NCT Group, Inc.
Commission File No. 0-18267
Form 12b-25
Part III
As of March 30, 1999, the Registrant's majority owned subsidiary, NCT Audio
Products, Inc. ("NCT Audio"), was in the process of renegotiating certain terms
of the definitive agreement to purchase the assets of Top Source Automotive,
Inc. a majority owned subsidiary of Top Source Technologies, Inc. On March 31,
1999, the Registrant received a jointly signed letter agreement dated March 30,
1999 (the "Letter Agreement"), extending the closing date of the above noted
transaction from March 31, 1999 to May 28, 1999 and agreeing to other
modifications to certain terms and conditions of the definitive agreement.
Because of the nature of this transaction, and its impact on the acquisition
plan of NCT Audio, the Registrant believes that this Letter Agreement and its
impact on the Registrant should be disclosed in its Form 10-K. Due to the
logistics of incorporating a summary of the terms of the above noted Letter
Agreement in the Registrant's Form 10-K, the Registrant was unable to file its
Form 10-K on March 31, 1999 without unreasonable effort or expense. The
Registrant expects to file its Form 10-K on or before April 2, 1999.
Part IV(3)
The Registrant expects to report in the Form 10-K to which this notification
relates that its total revenues for the twelve months ended December 31, 1998,
including technology licensing fees, product sales and engineering and
development services, but excluding $3.2 million of other income, were $3.3
million, a decrease of $2.4 million when compared to the twelve-month period
ended December 31, 1997. The $3.2 million of other income in 1998 related to the
NXT, plc cross license agreement. The Registrant expects to report a net loss of
$14.2 million for the twelve months ended December 31, 1998, compared to a net
loss of $9.8 million for the twelve-month period ended December 31, 1997. In
1998, $1.1 million of revenue is related to the fourth quarter compared to $0.9
million total revenue for the fourth quarter of 1997. Of the loss for the twelve
months ended December 31, 1998, $6.3 million net loss related to the fourth
quarter, compared to $3.3 million net loss related to the fourth quarter of
1997.
