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)
June 4, 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 15,393,305(a)
Beneficially 8. Shared Voting Power
Owned by -0-
Each Reporting 9. Sole Dispositive Power
Person With: 15,393,305(a)
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:15,393,305(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): 8.8%
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14. Type of Reporting Person: IN
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Footnotes: (a) Assumes the conversion in full of two secured convertible notes
of the Issuer in the principal amount of $1,000,000 and $250,000 (the "Notes")
held by the Reporting Person. The Notes are 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 June 25, 1999. The average of the closing bid prices for the common stock of
the Issuer for the five consecutive trading days ending on June 24,1999 is
$0.2392. Therefore, the conversion was assumed to be at $0.237 as provided for
in (ii) 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., a Delaware corporation (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 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
Carole Salkind purchased the Notes convertible into Stock described in
Footnote (a) above in private transactions under Section 4(2) of the Securities
Act of 1933, 576,900 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 15,393,305 shares of Stock, Representing
approximately 8.8% 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) 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
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: July 6, 1999
/s/ CAROLE SALKIND
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Carole Salkind
