SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2000
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NCT Group, Inc.
(formerly Noise Cancellation Technologies, 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
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(Former name or former address, if changes since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On July 17, 2000, the Company notified its independent accountants,
Richard A. Eisner & Co., LLP ("RAE") that the auditing services of RAE would no
longer be required. RAE's dismissal was approved by the registrant's Board of
Directors. RAE originally was selected as the Company's independent accountants
in January, 1995 to audit the Company's consolidated financial statements as of
and for the year ended December 31, 1994.
During the two fiscal years ended December 31, 1999, and during the
subsequent interim period preceding their dismissal as the Company's independent
accountants, there were no disagreements with RAE on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of RAE,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. RAE's reports on the Company's
consolidated financial statements as of and for the years ended December 31,
1999 and December 31, 1998, did not contain any adverse opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles. A
letter from RAE is attached as Exhibit 16.
On July 17, 2000, the Company engaged the accounting firm of Goldstein
Golub Kessler LLP ("GGK") as independent accountants to audit the consolidated
financial statements of the Company for the fiscal year ending December 31,
2000. The engagement was authorized by the registrant's Board of Directors.
During the fiscal year ended December 31, 1999, and the subsequent period,
neither the Company nor any person on the Company's behalf consulted GGK
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements.
Item 7. Exhibits
Exhibit No. Description Sequential Page No.
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16 Letter of Richard A. Eisner & Co., LLP 4
re change in certifying accountant
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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: August 8, 2000
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