SEC File No. 0-18267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / FORM N-SAR
For Period Ended: December 31, 1999
/ / Transition Report on Form 10-K / / Transition Report on Form 20-F
/ / Transition Report on Form 11-K / / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT
THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not Applicable - See Exhibit A (attached)
PART I -- REGISTRANT INFORMATION
NCT Group, Inc.
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Full Name of Registrant
(formerly Noise Cancellation Technologies, Inc.)
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Former Name if Applicable
1025 West Nursery Road, Suite 120
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Address of Principal Executive Office (Street and Number)
Linthicum, Maryland 21090
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Exhibit A.
SEC 1344 (11-91)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Cy E. Hammond (410) 636-8700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). /X/ Yes / / No
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(3)) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Exhibit A
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NCT Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2000 By: /s/ CY E. HAMMOND
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Cy E. Hammond
Senior Vice President,
Chief Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
<PAGE>
Exhibit A
NCT Group, Inc.
Commission File No. 0-18267
Form 12b-25
Part III
As of March 30, 2000, the Registrant has been unable to obtain sufficient
additional third party information regarding the accounting for significant
transactions, subsequent events and other matters that may impact the content of
the financial statements of the Registrant for the period ended December
31,1999. Due to the logistics of collecting and incorporating such additional
information, the Registrant was unable to file its Form 10-K on March 30, 2000
without unreasonable effort or expense. The Registrant expects to file its Form
10-K on or before April 14, 2000.
Part IV(3)
Before adjustment, if any, upon receipt of such third party information noted
above, the Registrant expects to report in the Form 10-K to which this
notification relates that its total revenues for the twelve months ended
December 31, 1999, including technology licensing fees, product sales and
engineering and development services were $11.1 million, an increase of $7.7
million when compared to the twelve-month period ended December 31, 1998. The
Registrant expects to report a net loss of $19.8 million for the twelve months
ended December 31, 1999, compared to a net loss of $14.2 million for the
twelve-month period ended December 31, 1998. During the twelve months ended
December 31, 1999, the Registrant recorded approximately $8.6 million other
expense, net of which $7.2 million related to the Registrant's NCT Audio
Products, Inc. subsidiary's inability to execute its acquisition of three audio
companies. In 1999, $0.4 million of revenue is related to the fourth quarter
compared to $1.1 million total revenue for the fourth quarter of 1998. Of the
loss for the twelve months ended December 31, 1999, $9.0 million net loss
related to the fourth quarter, compared to $6.3 million net loss related to the
fourth quarter of 1998. During the three months ended December 31, 1999, the
Registrant recorded approximately $3.6 million net of other expense, of which
$3.1 million related to the above-noted NCT Audio Products, Inc. difficulties.
The Registrant expects to report an $0.18 loss per share for the twelve months
ended December 31, 1999, of which $0.04 loss per share is attributable to other
expense, compared to a net loss per share of $0.12 for the twelve-month period
ended December 31, 1998.
