content: 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): August 29, 2000
          -----------------------------------------------------------------
  
                                   NCT Group, Inc.
                 (Exact name of Registrant as specified in Charter)
  
  
  Delaware                               0-18267                      59-2501025
  ----------------------             ---------------                --------------
  (State or other juris-              (Commission                   (IRS Employer
  diction of incorporation)            File Number)                 Identification
                                                                         Number)
  
  
  20 Ketchum Street, Westport, Connecticut                            06880
  ----------------------------------------                         ----------
  (Address of principal executive offices)                         (Zip Code)
  
  Registrant's telephone number including area code:             (203) 226-4447
  
  
                                        None
            (Former name or former address, if changes since last report)
  
  
  
                                       <PAGE>
  
  
  
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
  On August 29,  2000,  NCT  Group,  Inc.  (the  "Company")  acquired  100% of the
  outstanding  capital  stock of Midcore  Software,  Inc.  ("Midcore"),  through a
  merger with NCT Midcore,  Inc., a newly formed,  wholly owned  subsidiary of the
  Company.  In connection  therewith,  the Company  issued  13,914,561  restricted
  shares of its common stock.  Another component of the purchase  consideration is
  $1,725,000 to be paid in cash over 36 months.  The Agreement and Plan of Merger,
  which is included herewith as Exhibit 2, also provides that additional shares of
  the Company's  common stock may be issued to the former  shareholders of Midcore
  under certain  circumstances.  Please refer to the full text of the September 6,
  2000 press release which is included herewith as Exhibit 99.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)     FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
  
  The financial statements of Midcore Software, Inc. will be filed by amendment on
  or before November 12, 2000.
  
  (b)     PRO FORMA FINANCIAL INFORMATION.
  
  Pro forma financial information will be filed by amendment on or before November
  12, 2000.
  
  (c)  EXHIBITS.
  
  EXHIBIT
  NUMBER    DESCRIPTION                              LOCATION
  
  2         Agreement and Plan of Merger             Filed herewith electronically
            dated August 29, 2000,
            among NCT Group, Inc.,
            NCT Midcore, Inc.
            and Midcore Software, Inc.
  
  99        Press Release of August 23, 2000         Filed herewith electronically
  
  
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
  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 thereunto duly authorized.
  
  
                                                     NCT GROUP, INC.
                                     Registrant
  
  
  
                                                By: /s/ Cy E. Hammond
                                                    ------------------------------
                                                    Cy E. Hammond
                                                    Senior Vice President and
                                                    Chief Financial Officer
  
  
  Date:   September 13, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "MIDCORE AQUISITION", "secsgml_size_bytes": 3814}]
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": "722439"}, "business-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "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: 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): August 29, 2000
          -----------------------------------------------------------------
  
                                   NCT Group, Inc.
                 (Exact name of Registrant as specified in Charter)
  
  Delaware                               0-18267                      59-2501025
  ----------------------             ---------------                --------------
  (State or other juris-              (Commission                   (IRS Employer
  diction of incorporation)            File Number)                 Identification
                                                                         Number)
  
  20 Ketchum Street, Westport, Connecticut                            06880
  ----------------------------------------                         ----------
  (Address of principal executive offices)                         (Zip Code)
  
  Registrant's telephone number including area code:             (203) 226-4447
  
                                        None
            (Former name or former address, if changes since last report)
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
  On August 29,  2000,  NCT  Group,  Inc.  (the  "Company")  acquired  100% of the
  outstanding  capital  stock of Midcore  Software,  Inc.  ("Midcore"),  through a
  merger with NCT Midcore,  Inc., a newly formed,  wholly owned  subsidiary of the
  Company.  In connection  therewith,  the Company  issued  13,914,561  restricted
  shares of its common stock.  Another component of the purchase  consideration is
  $1,725,000 to be paid in cash over 36 months.  The Agreement and Plan of Merger,
  which is included herewith as Exhibit 2, also provides that additional shares of
  the Company's  common stock may be issued to the former  shareholders of Midcore
  under certain  circumstances.  Please refer to the full text of the September 6,
  2000 press release which is included herewith as Exhibit 99.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)     FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
  
  The financial statements of Midcore Software, Inc. will be filed by amendment on
  or before November 12, 2000.
  
  (b)     PRO FORMA FINANCIAL INFORMATION.
  
  Pro forma financial information will be filed by amendment on or before November
  12, 2000.
  
  (c)  EXHIBITS.
  
  EXHIBIT
  NUMBER    DESCRIPTION                              LOCATION
  
  2         Agreement and Plan of Merger             Filed herewith electronically
            dated August 29, 2000,
            among NCT Group, Inc.,
            NCT Midcore, Inc.
            and Midcore Software, Inc.
  
  99        Press Release of August 23, 2000         Filed herewith electronically
  SIGNATURE
  
  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 thereunto duly authorized.
  
                                                     NCT GROUP, INC.
                                     Registrant
  
                                                By: /s/ Cy E. Hammond
                                                    ------------------------------
                                                    Cy E. Hammond
                                                    Senior Vice President and
                                                    Chief Financial Officer
  
  Date:   September 13, 2000