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): March 31, 1997
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 0-14465 52-1188993
(State or other (Commision file (IRS employer jurisdiction of
number) identification no.)
incorporation)
23 Hudson Street, Annapolis, MD 21401
(Address of principal executive offices)
(410) 266-5556
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. - OTHER EVENTS
On March 31, 1997, Sonex Research, Inc. (the "Company") completed a private
financing in which it raised $330,000 from a small number of the Company's
existing shareholders who qualified as accredited investors. Investments were
accepted in the minimum amount of $15,000 in the form of a Unit consisting of
20,000 shares of the Company's $.01 par value common stock (the "Common Stock")
and five-year warrants to purchase an additional 10,000 shares of common stock
at $.75 per share.
As previously reported in a Form 8-K filing dated February 28, 1997, the
Company received an equity investment of $250,000 from Proactive Partners, L.P.
and certain of its affiliates (collectively referred to as "Proactive").
Proactive are the largest beneficial owners of the Company's Common Stock by
virtue of their holdings of convertible Preferred Stock and Common Stock
purchase warrants.
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
Attached hereto as Exhibit 1 is the pro-forma balance sheet of the Company
as of December 31, 1996 assuming the two equity investments described in Item 5
above had taken place on that date.
<PAGE>
SONEX RESEARCH, INC.
CURRENT REPORT ON FORM 8-K
PRO FORMA BALANCE SHEET
DECEMBER 31, 1996
(Unaudited)
As previously
reported Adjustments Pro forma
-------- ----------- ----------
ASSETS
Current assets $ 232,137 $ 580,000 $ 812,137
Loans to employees - long-term 15,000 15,000
Patents and technology 239,308 239,308
Property and equipment 28,008 28,008
$ 514,453 $ 580,000 $1,094,453
----------- --------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 790,991 $ 770,991
----------- ----------
Preferred stock - 1,550,001 shares 15,500 15,500
Common stock - 16,214,020 shares as
previously reported; 16,987,353
shares pro forma 162,140 $ 7,733 169,873
Additional paid-in capital 19,165,535 572,267 19,737,802
Unrealized increase in value of
marketable securities 36,800 36,800
Accumulated deficit (19,656,513) (19,656,513)
----------- -----------
Total stockholders' equity (276,538) 580,000 303,462
----------- -------- -----------
$ 514,543 $ 580,000 $1,094,453
----------- --------- ----------
The pro forma adjustments reflect the cash investments aggregating $580,000
pursuant to which the Company issued 773,333 shares of Common Stock.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
April 8, 1997 SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
-----------------------------
George E. Ponticas
Chief Financial Officer
<PAGE>
