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): September 12, 2000
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NCT Group, Inc.
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(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 September 12, 2000, NCT Group, Inc. (the "Company" and "NCT"), through
its wholly-owned subsidiary, NCT Hearing Products, Inc. granted an exclusive
license to Pro Tech Communications, Inc. ("Pro Tech") for rights to certain NCT
technologies for use in light weight cellular, multimedia and telephony
headsets. In consideration for this license, the Company will receive
approximately 22,600,000 shares of Pro Tech common stock which represents
approximately 60% of Pro Tech's common stock on a fully diluted basis. As a
condition precedent to the transaction, the Company had arranged $1.5 million in
equity financing for Pro Tech in the form of convertible preferred stock of Pro
Tech. Such convertible preferred stock is convertible into shares of Pro Tech's
common stock or exchangeable for shares of NCT's common stock. Pro Tech's common
stock currently trades under the symbol "PCTU" on the NASD's OTC Bulletin Board.
Please refer to the full text of the September 13, 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 Pro Tech Communications, Inc. which are required by
this item will be filed by amendment to this Report not later than 60 days after
the date of this Report was required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial statements of Pro Tech Communications, Inc. which are
required by this item will be filed by amendment to this Report not later than
60 days after the date of this Report was required to be filed.
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION LOCATION
2 Stock Purchase Agreement Filed herewith electronically
dated September 12, 2000,
among NCT Group, Inc.,
NCT Hearing Products, Inc.
and Pro Tech Communications, Inc.
99 Press Release of September 13, 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 27, 2000
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