SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2000
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NCT Group, Inc.
(Exact name of Registrant as specified in Charter)
Delaware 0-18267 59-2501025
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
20 Ketchum Street, Westport, Connecticut 06880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (203) 226-4447
None
(Former name or former address, if changes since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 29, 2000, NCT Group, Inc. (the "Company") acquired 100% of the
outstanding capital stock of Midcore Software, Inc. ("Midcore"), through a
merger with NCT Midcore, Inc., a newly formed, wholly owned subsidiary of the
Company. In connection therewith, the Company issued 13,914,561 restricted
shares of its common stock. Another component of the purchase consideration is
$1,725,000 to be paid in cash over 36 months. The Agreement and Plan of Merger,
which is included herewith as Exhibit 2, also provides that additional shares of
the Company's common stock may be issued to the former shareholders of Midcore
under certain circumstances. Please refer to the full text of the September 6,
2000 press release which is included herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of Midcore Software, Inc. will be filed by amendment on
or before November 12, 2000.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information will be filed by amendment on or before November
12, 2000.
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION LOCATION
2 Agreement and Plan of Merger Filed herewith electronically
dated August 29, 2000,
among NCT Group, Inc.,
NCT Midcore, Inc.
and Midcore Software, Inc.
99 Press Release of August 23, 2000 Filed herewith electronically
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NCT GROUP, INC.
Registrant
By: /s/ Cy E. Hammond
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Cy E. Hammond
Senior Vice President and
Chief Financial Officer
Date: September 13, 2000
