UNITED STATES 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): September 28, 2006 NCT Group, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-18267 59-2501025 - ---------------------------- -------------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 20 Ketchum Street, Westport, CT 06880 - ---------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (203) 226-4447 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) Effective September 28, 2006, Robert N. Rose resigned from the Board of Directors of NCT Group, Inc. ("NCT") for personal reasons. Also on September 28, 2006, Mr. Rose joined NCT's International Advisory Council, which has been established to provide strategic advice to NCT and assist NCT in the development and marketing of its products. 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. NCT GROUP, INC. By: /s/ Cy E. Hammond ------------------------- Cy E. Hammond Senior Vice President and Chief Financial Officer Date: October 4, 2006 2