SONEX RESEARCH INC
8-K, 2000-10-17
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       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): October 17, 2000


                              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 October 17,  2000,  Sonex  Research,  Inc.  (the  "Company")  posted the
following report on its website (www.sonexresearch.com):


                               SHAREHOLDER UPDATE

ANNAPOLIS, MARYLAND, October 17, 2000 - SONEX RESEARCH, INC. (OTC Bulletin Board
Symbol  "SONX")  reports  that it is working on a number of  potential  business
opportunities during the fourth quarter for its patented Sonex Combustion System
(SCS)  emissions  reduction  technology,  but  that it will  require  additional
capital to pursue these initiatives.

This summer the  Company  disclosed  that it had  developed a new SCS process in
addition to the SCS diesel technology now in pre-production  and OEM evaluation.
Sonex believes that this new process,  referred to as Stratified  Charge Radical
Ignition (SCRI), will enable practical application of an alternative  combustion
process known as homogeneous  charge  compression  ignition (HCCI) that is being
examined by the  worldwide  automotive  industry.  HCCI has been studied by many
researchers  for years because,  in theory,  it can lower  emissions  while also
achieving  reduced fuel  consumption.  The lack of a method for  controlling the
ignition point,  however,  has prevented practical  implementation of HCCI. With
the SCRI,  Sonex believes it has attained the control of ignition that will make
HCCI viable for commercial application.

On a direct  injected,  single  cylinder  laboratory  engine at Sonex,  the SCRI
reduced  oxides of  nitrogen  (NOx)  emissions  by 80%,  smoke by 90%,  and fuel
consumption  by 20% to 30%,  using  diesel-type  fuels.  Sonex believes that the
SCRI, with further development, can also be applied to gasoline engines.

Sonex has two near-term  objectives  for SCRI that are intended to set the stage
for licensing  negotiations with engine and vehicle  manufacturers:  (1) Confirm
the SCRI single  cylinder  engine  advances in  performance  on diesel fuel in a
multi-cylinder  diesel  engine;  and (2) transition the SCRI process to a single
cylinder gasoline engine. The Company is seeking committed  industrial  partners
to provide  substantial  on-going  financial support and technical  expertise to
achieve these objectives.

     In June a U.S.  diesel engine  manufacturer  proposed to fund a program for
Sonex to apply the SCRI advances to an industrial  diesel engine,  and the basic
terms of an agreement were negotiated  with its technical team in July.  After a
representative  visited  Sonex in  August,  the  manufacturer  asked for a short
series of additional  tests,  which the Company is now concluding.  Sonex cannot
predict when a decision on theproposed funded program will be made,  however, as
the engine  manufacturer  has  recently  indicated  that there have been changes
involving its senior  management  and that its personnel are currently  devoting
their attention to a number of business planning issues.

Discussions   are  ongoing  with  technical   personnel  from  two  other  major
international   vehicle   manufacturers  and  a  major  supplier  of  automotive
components and systems  regarding  potential funded programs for the development
of  the  SCRI.  Proposed  projects  include  both  diesel  and  gasoline  engine
applications.

Meanwhile, progress has slowed on engine manufacturer evaluation of the SCS "Low
Soot"  design  that  focuses  on  reducing  particulate  emissions  and  NOx  in
"classical" diesel engines. The results from initial tests concluded recently in
Europe by a major  international  truck engine  manufacturer  on a  six-cylinder
turbocharged  diesel  engine using SCS pistons  fabricated by Sonex did not meet
the  Company's  expectations.  The  control  of  combustion  achieved  by  Sonex
previously  in a smaller  engine  for this  manufactuer  was not  evident in the
six-cylinder engine,  apparently due to major differences in the combustion bowl
of the two  engines.  Sonex  expects  to meet with the  manufacturer  later this
quarter to reach  agreement on redesign of the SCS piston for this  engine.  The
Company is confident that the desired  control of combustion can be demonstrated
such that the emissions targets can be met.

A  second   international  truck  engine  manufacturer  is  waiting  to  receive
pre-production  SCS pistons  from its piston  supplier for  evaluation  in a six
cylinder  diesel engine.  The piston  supplier has recently  informed Sonex that
several  in-house  design  issues  have been  resolved,  and that it  expects to
deliver the pistons to the engine manufacturer in December.

Sonex has also applied the SCS to the  conversion of small  gasoline  engines to
start and operate on military heavy fuels in a variety of  applications  such as
small,  remotely controlled military unmanned aerial vehicles (UAVs). During the
third quarter of this year,  the Company  completed  delivery on orders from two
defense  contractors for a total of five UAV heavy fuel engines. On the basis of
recent discussions and correspondence with a number of defense  contractors,  as


<PAGE>




well as with respect to proposals for funding  submitted to the military,  Sonex
expects to secure  additional  contracts  for heavy fuel  engine work during the
fourth quarter.

     When the third  quarter  report is filed in a few weeks,  Sonex will report
higher  revenue  than the previous  year.  Total  revenue  reported for the nine
months ended  September 30, 2000 is expected to exceed  $360,000.  Total revenue
through September 30, 1999 was $164,393,  while significant  revenue realized in
the fourth  quarter  last year  brought  total  revenue  for the entire  year to
$324,286. Sonex reports, however, that revenue for the fourth quarter of 2000 is
not likely to reach the level earned in the same quarter of the previous year.

The  Company's  available  cash and  proceeds  from the  collection  of accounts
receivable as of September 30, 2000 will not be sufficient to fund operations at
the  present  level for the entire  fourth  quarter.  The  Company  is  hopeful,
although there can be no assurance,  of receiving several modest contract awards
in the near future with  respect to heavy fuel engine  applications,  but in the
event that anticipated revenue does not materialize, or if additional short-term
capital  is not  arranged,  the  Company  will have to  reduce  the scope of its
operations  later in the quarter.  Furthermore,  the Company's  prospects beyond
December  31,  2000 are  dependent  upon its  ability to enter into  significant
funded  contracts for the further  development of its SCS technology,  establish
joint  ventures or strategic  partnerhips  with major  industrial  concerns,  or
secure a major capital infusion.  There is no assurance that the Company will be
able to achieve these objectives.


Caution Regarding Forward-Looking Statements

This  announcement,  as well as all  publicly  disseminated  material  about the
Company, contains information in the form of "forward-looking" statements within
the meaning of the Private Securities  Litigation Act of 1995 (the "Act").  Such
statements  are  based  on  current  expectations,  estimates,  projections  and
assumptions by management with respect to, among other things,  trends affecting
the Company's  financial  condition or results of  operations  and the impact of
competition.  Such  statements  are not  guarantees  of future  performance  and
involve risks and uncertainties,  all of which are difficult to predict and many
of which are beyond the control of the Company.  In order to obtain the benefits
of the  "safe  harbor"  provisions  of the  Act  for  any  such  forward-looking
statements,  the  Company  cautions  shareholders,   investors  and  prospective
investors  about  significant  factors which,  among other things,  have in some
cases  affected the  Company's  actual  results and are in the future  likely to
affect the Company's  actual  results and cause them to differ  materially  from
those expressed in any such forward-looking statements. Accordingly, readers are
cautioned  not to  place  undue  reliance  on such  forward-looking  statements.
Shareholders,  investors and prospective investors should read this announcement
in  conjunction  with the Company's most recent Annual Report on Form 10-KSB and
Quarterly Report on Form 10-QSB.





<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.





October 17, 2000                                SONEX RESEARCH, INC.
                                                    Registrant



                                                 /s/ George E. Ponticas
                                             -----------------------------
                                             George E. Ponticas
                                             Chief Financial Officer






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