SEC File No. 0-18267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / FORM N-SAR
For Period Ended: March 31, 2000
/ / 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:
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PART I -- REGISTRANT INFORMATION
NCT Group, Inc.
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Full Name of Registrant
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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
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 May 16, 2000 By: /s/ CY E. HAMMOND
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Cy E. Hammond
Senior Vice President,
Chief Financial Officer
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.
Exhibit A
NCT Group, Inc.
Commission File No. 0-18267
Form 12b-25
Part III
As of May 15, 2000, the Registrant has been unable to obtain sufficient
additional third party information regarding the accounting for significant
transactions that may impact the content of the financial statements of the
Registrant for the period ended March 31, 2000. Due to the logistics of
collecting and incorporating such additional information, the Registrant was
unable to file its Form 10-Q on May 15, 2000 without unreasonable effort or
expense. The Registrant expects to file its Form 10-Q on or before May 19, 2000.
Part IV(3)
The Registrant expects to report in the Form 10-Q to which this notification
relates that its total revenues for the three months ended March 31, 2000,
including technology licensing fees, product sales and engineering and
development services were $4.5 million, an increase of $0.3 million when
compared to the three-month period ended March 31, 1999. During the three-month
period ended March 31, 2000, the Registrant recorded $3.1 million of other
expense, which primarily represented a non-cash charge for the impairment of
goodwill related to the Company's acquisition of 533 shares of NCT Audio
Products Inc.'s common stock. Including this one-time non-cash charge, the
Registrant expects to report a net loss of $2.5 million for the three months
ended March 31, 2000, compared to a net loss of $1.5 million for the three-month
period ended March 31, 1999. The Registrant expects to report an $0.01 loss per
share for the three months ended March 31, 2000, compared to a net loss per
share of $0.05 for the three-month period ended March 31, 1999.