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 19, 2001
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)
ITEM 5. - OTHER EVENTS
On October 19, 2001, Sonex Research, Inc. (the "Company") posted the
following report on its website (www.sonexresearch.com):
SONEX RAISES CAPITAL; INVESTORS INCLUDE INSIDERS
ANNAPOLIS, MARYLAND, September 27, 2001 - SONEX RESEARCH, INC. (OTC BB: SONX)
announced that a private financing initiated earlier this month by a small group
of local shareholders has been completed this week. The Company raised $112,500
from the sale of 750,000 shares of Common Stock sold in twenty-five units
consisting of 30,000 shares each. No additional convertible securities such as
warrants are being issued in connection with the investment.
The investors included Sonex CEO and co-founder Dr. Andrew A. Pouring,
CFO George E. Ponticas, and director John H. Drewanz, who joined the Board on
October 1. The group's original goal was to provide $45,000 from the sale of ten
units, with the majority of the funds to be utilized to expand the Company's
marketing activity and to increase efforts to conclude strategic business
arrangements. The amount of the investment above the original goal is being
utilized primarily to satisfy payables which include charges in connection with
the recent annual report and proxy mailing and the shareholder meeting, audit
and legal fees, patent filing fees, consulting fees, unpaid wages owed to
employees and officers, and other charges.
At the Annual Meeting of Shareholders held September 27, Sonex Chairman Myron A.
"Mike" Wick, III, cautioned that while the Company has made significant progress
in the past year, its short-term cash flow position remains tenuous because
revenues have yet to exceed expenditures. Mr. Wick's remarks included mention of
the fact that the Company's officers have been deferring significant current
cash compensation this year to help cash flow.
The Company's financial statements continue to state, in part, that if the
realization of significant revenue is further delayed, additional capital may be
necessary to fund operations and that there is no assurance that such additional
capital will be available or, if available, can be obtained on favorable terms.
Sonex Research, Inc., a leader in the field of combustion technology, has its
Sonex Combustion System (SCS) technology protected by numerous patents issued
and pending worldwide. The Company is pursuing licensing agreements for the
marketing, manufacture and sale of diesel truck engine pistons incorporating its
patented technology for the reduction of emissions in vehicular direct injected
turbocharged diesel engines, and has conducted demonstration and development
programs with some of the world's largest diesel engine manufacturers. Other SCS
designs are being used to convert small gasoline engines to heavy fuel use for
military and commercial applications.
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.
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 19, 2001
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer