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)
January 26, 1999 and February 8, 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 14,306,535(a)
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With: 14,306,535(a)
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,306,535(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):
9.3%
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14. Type of Reporting Person:
IN
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Notes: (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 February 9,
1999. The average of the closing bid prices for the common stock of the Issuer
for the five consecutive trading days ending on February 5, 1999 is $0.2345.
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 January 26, 1999, Carole Salkind purchased the Note convertible into
Stock described in Note (a) above in a private transaction under Section 4(2) of
the Securities Act of 1933. On February 8, 1999 Carole Salkind purchased 500,000
shares of Stock of the Company in transactions placed through the OTC Bulletin
Board. Previously Carole Salkind had purchased 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 14,306,535 shares of Stock, Representing
approximately 9.3% of the issued and outstanding shares of Stock. Carole Salkind
has sole voting and disposition power of all such shares. See Note (a) above.
(c) On January 26, 1999, Carole Salkind purchased the Note convertible
into Stock described in Note (a) above directly from the Company under Section
4(2) of the Securities Act of 1933 for $1,000,000. On February 8, 1999, Carole
Salkind purchased 500,000 shares of Stock in transactions placed through the OTC
Bulletin Board by her broker, Paine Webber, at an average price per share of
$0.215.
(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.
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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: February 17, 1999
/s/ CAROLE SALKIND
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Carole Salkind
