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): July 17, 2000
NCT Group, Inc.
(formerly Noise Cancellation Technologies, Inc.)
(Exact name of Registrant as specified in Charter)
Delaware 0-18267 59-2501025
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
20 Ketchum Street, Westport, Connecticut 06880
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (203)226-4447
1015 West Nursery Road, Linthicum, Maryland 21090
(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 Company's fiscal year ended December 31, 1999, and during
the 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. The report of
RAE, dated February 25, 2000 (with respect to Note 11, March 7, 2000), on the
Companys consolidated financial statements as of and for the year ended
December 31, 1999 included in the Companys 1999 Annual Report on Form 10-K,
did not contain an adverse opinion and was not qualified or modified as to
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 Companys consolidated financial
statements.
Item 7. Exhibits
Exhibit No. Description Sequential Page No.
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
Cy E. Hammond
Senior Vice President and
Chief Financial Officer
Date: July 21, 2000
