content: 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): June 28, 2005
  
  
                                   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))
  
  <PAGE>
  
  Item 1.01   Entry into a Material Definitive Agreement.
  
  On June 28,  2005,  the  stockholders  of NCT Group,  Inc.  ("NCT")  approved an
  amendment to NCT's 2001 Stock and  Incentive  Plan (as amended,  the "2001 Stock
  Plan") to increase the number of shares of common stock  issuable under the 2001
  Stock Plan from 18 million shares to 618 million shares.
  
  
  Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in  Fiscal
              Year.
  
  On June 28, 2005, the  stockholders of NCT approved an amendment to NCT's Second
  Restated Certificate of Incorporation to increase the number of shares of common
  stock authorized  thereunder from 645 million shares to 5.622 billion shares. On
  June 30, 2005,  NCT filed with the Secretary of State of the State of Delaware a
  Certificate  of Amendment to Second  Restated  Certificate of  Incorporation  to
  implement this increase in the number of authorized shares of common stock.
  
  On June 28, 2005, NCT's Board of Directors approved and adopted amended By-Laws,
  effective  immediately,  to implement  various  updates and other  changes.  The
  material amendments are as follows:
  
  Article  I,  Section  1 was  amended  to  provide  that  an  annual  meeting  of
  stockholders  will be held on such date as fixed by the Board of  Directors  and
  eliminated  the provision that an annual meeting be held on the third Tuesday of
  June if the Board had not fixed another date.
  
  Article I,  Section 2 was  amended  to  provide  that  special  meetings  of the
  stockholders may be called by the company's  Secretary on the written request of
  the Chairman of the Board or a majority of the Board of Directors.
  
  Article I, Section 6 was amended to add additional details regarding the conduct
  of meetings of stockholders.
  
  Article I,  Section 9 was  amended to revise the  provisions  on the  methods of
  stockholder voting and the use of proxies,  including the addition of an express
  provision permitting the delivery of proxies by electronic transmission.
  
  Article I, Section 10 providing  that directors be elected by a plurality of the
  votes cast at a stockholder  meeting was deleted as this  provision was moved to
  Article I, Section 9.
  
  Article I,  Section 11 was  renumbered  as Article I,  Section 10 and amended to
  provide that actions taken by the stockholders must be effected at a duly called
  meeting of stockholders.
  
  A new Article I, Section 13 was added to incorporate notice provisions regarding
  the  submission  of  stockholder  proposals  to be brought  before  meetings  of
  stockholders.
  
                                         2
  <PAGE>
  
  Article  II,  Section 2 was  amended  to  provide  that the size of the Board of
  Directors will be fixed, from time to time, by the Board of Directors.
  
  Article II, Section 5 regarding the removal of directors was deleted.
  
  A new Article II, Section 9 was added to provide that nominations for candidates
  for directors may be made by a stockholder or by the Board of Directors.
  
  A new  Article II,  Section 10 and a new  Article  II,  Section 11 were added to
  incorporate  the  procedures to be filed by a stockholder in nominating a person
  for election as a director.
  
  Article  III,  Section 4 was amended to clarify the quorum and voting  standards
  applicable to committees of the Board of Directors.
  
  Article IV,  Section 1 was amended and a new Article IV,  Section 3 was added to
  incorporate explicit provisions with respect to the Chief Executive Officer.
  
  Article IV, Section 3 was renumbered as Article IV, Section 4 and was amended to
  clarify the authority and duties of the President.
  
  Article IV, Section 4 was renumbered as Article IV, Section 5 and was amended to
  clarify the authority and duties of the Vice President(s).
  
  Article V,  Section 1 was amended to clarify  that the shares of the company may
  be either represented by certificates or uncertificated.
  
  Article VII, Section 1 was amended to clarify the power to amend the By-Laws.
  
  Numerous  provisions  throughout the By-Laws were amended to make all references
  to natural persons gender neutral.
  
  
  Item 8.01   Other Events.
  
  NCT held its 2005  Annual  Meeting of  Stockholders  on June 28,  2005.  At this
  annual meeting, NCT's stockholders:
  
  (a)  Elected Michael J. Parrella,  John J. McCloy, Sam Oolie, Irene Lebovics and
       Cy E.  Hammond as  directors  of NCT,  each to serve  until the 2006 Annual
       Meeting  and until his or her  successor  shall have been duly  elected and
       qualified;
  
  (b)  Approved an amendment to NCT's Second Restated Certificate of Incorporation
       to  increase  the  number of  authorized  shares of common  stock  from 645
       million shares to 5.622 billion shares; and
  
                                         3
  <PAGE>
  
  (c)  Approved  an  amendment  to the 2001 Stock Plan to  increase  the number of
       shares of common stock  issuable  under the 2001 Stock Plan from 18 million
       shares to 618 million shares.
  
  
  Item 9.01   Financial Statements and Exhibits.
  
  (c)  Exhibits
  
  3.1       Certificate   of  Amendment   of  Second   Restated   Certificate   of
            Incorporation of NCT Group, Inc.
  
  3.2       By-Laws of NCT Group, Inc., as amended June 28, 2005.
  
  10.01     NCT  Group,  Inc.  2001  Stock and  Incentive  Plan (as  amended  and
            restated as of June 28, 2005).
  
  
                                         4
  <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.
  
  
                                                    NCT GROUP, INC.
  
  
                                                    By:  /s/ Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:  July 1, 2005
  
  
                                         5
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct-8k_062805.txt", "description": "FORM-8K", "secsgml_size_bytes": 8056}]
metadata_filer: {"company-data": {"conformed-name": "NCT GROUP INC", "cik": "0000722051", "assigned-sic": "3690", "irs-number": "592501025", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18267", "film-number": "05931559"}, "business-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032264447"}, "mail-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": [{"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
text: 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): June 28, 2005
  
                                   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 1.01   Entry into a Material Definitive Agreement.
  
  On June 28,  2005,  the  stockholders  of NCT Group,  Inc.  ("NCT")  approved an
  amendment to NCT's 2001 Stock and  Incentive  Plan (as amended,  the "2001 Stock
  Plan") to increase the number of shares of common stock  issuable under the 2001
  Stock Plan from 18 million shares to 618 million shares.
  
  Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in  Fiscal
              Year.
  
  On June 28, 2005, the  stockholders of NCT approved an amendment to NCT's Second
  Restated Certificate of Incorporation to increase the number of shares of common
  stock authorized  thereunder from 645 million shares to 5.622 billion shares. On
  June 30, 2005,  NCT filed with the Secretary of State of the State of Delaware a
  Certificate  of Amendment to Second  Restated  Certificate of  Incorporation  to
  implement this increase in the number of authorized shares of common stock.
  
  On June 28, 2005, NCT's Board of Directors approved and adopted amended By-Laws,
  effective  immediately,  to implement  various  updates and other  changes.  The
  material amendments are as follows:
  
  Article  I,  Section  1 was  amended  to  provide  that  an  annual  meeting  of
  stockholders  will be held on such date as fixed by the Board of  Directors  and
  eliminated  the provision that an annual meeting be held on the third Tuesday of
  June if the Board had not fixed another date.
  
  Article I,  Section 2 was  amended  to  provide  that  special  meetings  of the
  stockholders may be called by the company's  Secretary on the written request of
  the Chairman of the Board or a majority of the Board of Directors.
  
  Article I, Section 6 was amended to add additional details regarding the conduct
  of meetings of stockholders.
  
  Article I,  Section 9 was  amended to revise the  provisions  on the  methods of
  stockholder voting and the use of proxies,  including the addition of an express
  provision permitting the delivery of proxies by electronic transmission.
  
  Article I, Section 10 providing  that directors be elected by a plurality of the
  votes cast at a stockholder  meeting was deleted as this  provision was moved to
  Article I, Section 9.
  
  Article I,  Section 11 was  renumbered  as Article I,  Section 10 and amended to
  provide that actions taken by the stockholders must be effected at a duly called
  meeting of stockholders.
  
  A new Article I, Section 13 was added to incorporate notice provisions regarding
  the  submission  of  stockholder  proposals  to be brought  before  meetings  of
  stockholders.
  
                                         2
  Article  II,  Section 2 was  amended  to  provide  that the size of the Board of
  Directors will be fixed, from time to time, by the Board of Directors.
  
  Article II, Section 5 regarding the removal of directors was deleted.
  
  A new Article II, Section 9 was added to provide that nominations for candidates
  for directors may be made by a stockholder or by the Board of Directors.
  
  A new  Article II,  Section 10 and a new  Article  II,  Section 11 were added to
  incorporate  the  procedures to be filed by a stockholder in nominating a person
  for election as a director.
  
  Article  III,  Section 4 was amended to clarify the quorum and voting  standards
  applicable to committees of the Board of Directors.
  
  Article IV,  Section 1 was amended and a new Article IV,  Section 3 was added to
  incorporate explicit provisions with respect to the Chief Executive Officer.
  
  Article IV, Section 3 was renumbered as Article IV, Section 4 and was amended to
  clarify the authority and duties of the President.
  
  Article IV, Section 4 was renumbered as Article IV, Section 5 and was amended to
  clarify the authority and duties of the Vice President(s).
  
  Article V,  Section 1 was amended to clarify  that the shares of the company may
  be either represented by certificates or uncertificated.
  
  Article VII, Section 1 was amended to clarify the power to amend the By-Laws.
  
  Numerous  provisions  throughout the By-Laws were amended to make all references
  to natural persons gender neutral.
  
  Item 8.01   Other Events.
  
  NCT held its 2005  Annual  Meeting of  Stockholders  on June 28,  2005.  At this
  annual meeting, NCT's stockholders:
  
  (a)  Elected Michael J. Parrella,  John J. McCloy, Sam Oolie, Irene Lebovics and
       Cy E.  Hammond as  directors  of NCT,  each to serve  until the 2006 Annual
       Meeting  and until his or her  successor  shall have been duly  elected and
       qualified;
  
  (b)  Approved an amendment to NCT's Second Restated Certificate of Incorporation
       to  increase  the  number of  authorized  shares of common  stock  from 645
       million shares to 5.622 billion shares; and
  
                                         3
  (c)  Approved  an  amendment  to the 2001 Stock Plan to  increase  the number of
       shares of common stock  issuable  under the 2001 Stock Plan from 18 million
       shares to 618 million shares.
  
  Item 9.01   Financial Statements and Exhibits.
  
  (c)  Exhibits
  
  3.1       Certificate   of  Amendment   of  Second   Restated   Certificate   of
            Incorporation of NCT Group, Inc.
  
  3.2       By-Laws of NCT Group, Inc., as amended June 28, 2005.
  
  10.01     NCT  Group,  Inc.  2001  Stock and  Incentive  Plan (as  amended  and
            restated as of June 28, 2005).
  
                                         4
  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:  July 1, 2005
  
                                         5