content: 1
  
  
  
                  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): March 11 , 1997
  ------------------------------------------------------------------
  
                Noise Cancellation Technologies, 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)
  
  1025 West Nursery Road, Suite 120, Linthicum, Maryland   2 1 0 9 0
  (Address of principal executive offices)                 (Zip Code)
  
  Registrant's telephone number including area code:       (410) 636-8700
  
  
                                 None
  ------------------------------------------------------------------
    (Former name or former address, if changes since last report)
  
  
  
  
  <PAGE>
   
  
  
  
  
   Item 7.    Exhibits
  
                                                                Sequential
  Exhibit No. Description                                          Page
  
  1(a)        Agreement dated December 10, 1996, between
              Noise Cancellation Technologies, Inc. and
              Schwebel Capital Investments, Inc. incorporated
              by reference to Exhibit 1(a) of Registrant's
              Report on Form 8-K filed on January 27, 1997.
  
  1(b)        Agreement dated December 10, 1996, between
              Noise Cancellation Technologies, Inc. and
              Alexander Wescott and Co., Inc. incorporated
              by reference to Exhibit 1(b) of Registrant's
              Report on Form 8-K filed on January 27, 1997.
  
  1(c)        Agreement dated February 21, 1997, between
              Noise Cancellation Technologies, Inc. and
              VenGua Capital Markets Ltd.
  
  4(a)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 11, 2000.
              Issued on March 11, 1997, to UFH Endowment Ltd.
  
  4(b)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 11, 2000.
              Issued on March 11, 1997, to Austost Anstalt Schaan.
  
  4(c)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 12, 2000.
              Issued on March 12, 1997, to Optimum Fund.
  
  4(d)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 14, 2000.
              Issued on March 14, 1997, to Sage Capital
              Investments Limited.
  
  4(e)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 25, 2000.
              Issued on March 25, 1997, to Optimum Fund.
  
  
  
  
  <PAGE>
  
  
  Item 9.     Sales of Equity Securities Pursuant to Regulation S
  
  FIRST SALE
  
  (a) March 11, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 11, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of two
  hundred fifty thousand dollars ($250,000.00).
  
  (b) Name of placement agents - VenGua Capital Markets Ltd. Identity of person to
  which  the  Registrant  sold  the  Debentures   -UFH  Endowment   Ltd.,   Vadux,
  Liechtenstein (the "Purchaser").
  
  (c) Total  offering price - two hundred fifty  thousand  dollars  ($250,000.00).
  Total commissions - twenty-five thousand dollars ($25,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common Stock on the Closing Date or seventy-five percent (75%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.18 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  SECOND SALE
  
  (a) March 11, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 11, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of two
  hundred fifty thousand dollars ($250,000.00).
  
  (b) Name of placement agents - VenGua Capital Markets Ltd. Identity of person to
  which the  Registrant  sold the  Debentures  -Austost  Anstalt  Schaan,  Schaan,
  Liechtenstein (the "Purchaser").
  
  (c) Total  offering price - two hundred fifty  thousand  dollars  ($250,000.00).
  Total commissions - twenty-five thousand dollars ($25,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common Stock on the Closing Date or seventy-five percent (75%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.18 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  THIRD SALE
  
  (a) March 12, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 12, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of one
  hundred thousand dollars ($100,000.00).
  
  (b)   Name of placement agents - Alexander, Wescott & Co., Inc.
  and Schwebel Capital Investments, Inc.  Identity of person to
  which the Registrant sold the Debentures - Optimum Fund,
  Georgetown, Grand Cayman, Grand Cayman Island, British Virgin
  Islands (the "Purchaser").
  
  (c) Total offering price - one hundred  thousand  dollars  ($100,000.00).  Total
  commissions - eleven thousand dollars ($11,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common  Stock on the  Closing  Date or seventy  percent  (70%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.23 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  FOURTH SALE
  
  (a) March 14, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 14, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of one
  hundred fifty thousand dollars ($150,000.00).
  
  (b)   Name of placement agents - Alexander, Wescott & Co., Inc.
  and Schwebel Capital Investments, Inc.  Identity of person to
  which the Registrant sold the Debentures - Sage Capital
  Investments Limited, Nassau, Bahamas (the "Purchaser").
  
  (c) Total  offering price - one hundred fifty  thousand  dollars  ($150,000.00).
  Total commissions - sixteen thousand five hundred dollars ($16,500.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common  Stock on the  Closing  Date or seventy  percent  (70%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.23 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  FIFTH SALE
  
  (a) March 25, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 25, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal amount of five
  hundred thousand dollars ($500,000.00).
  
  (b) Name of placement agents - Schwebel Capital  Investments,  Inc.  Identity of
  person to which the Registrant  sold the Debentures - Optimum Fund,  Georgetown,
  Grand Cayman, Grand Cayman Island, British Virgin Islands (the "Purchaser").
  
  (c) Total offering price - five hundred  thousand dollars  ($500,000.00).  Total
  commissions - fifty-five thousand dollars ($55,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common  Stock on the  Closing  Date or seventy  percent  (70%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.23 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  
  
  
  <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.
  
                    NOISE CANCELLATION TECHNOLOGIES, INC.
  
  
                    By:  /s/ STEPHEN J. FOGARTY
                         --------------------------------
                         Stephen J. Fogarty
                         Senior Vice President and
                         Chief Financial Officer
  
  Dated:  March 25, 1997
  
  
  
  
  
  
  
  <PAGE>
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text: 1
  
                  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): March 11 , 1997
  ------------------------------------------------------------------
  
                Noise Cancellation Technologies, 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)
  
  1025 West Nursery Road, Suite 120, Linthicum, Maryland   2 1 0 9 0
  (Address of principal executive offices)                 (Zip Code)
  
  Registrant's telephone number including area code:       (410) 636-8700
  
                                 None
  ------------------------------------------------------------------
    (Former name or former address, if changes since last report)
  Item 7.    Exhibits
  
                                                                Sequential
  Exhibit No. Description                                          Page
  
  1(a)        Agreement dated December 10, 1996, between
              Noise Cancellation Technologies, Inc. and
              Schwebel Capital Investments, Inc. incorporated
              by reference to Exhibit 1(a) of Registrant's
              Report on Form 8-K filed on January 27, 1997.
  
  1(b)        Agreement dated December 10, 1996, between
              Noise Cancellation Technologies, Inc. and
              Alexander Wescott and Co., Inc. incorporated
              by reference to Exhibit 1(b) of Registrant's
              Report on Form 8-K filed on January 27, 1997.
  
  1(c)        Agreement dated February 21, 1997, between
              Noise Cancellation Technologies, Inc. and
              VenGua Capital Markets Ltd.
  
  4(a)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 11, 2000.
              Issued on March 11, 1997, to UFH Endowment Ltd.
  
  4(b)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 11, 2000.
              Issued on March 11, 1997, to Austost Anstalt Schaan.
  
  4(c)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 12, 2000.
              Issued on March 12, 1997, to Optimum Fund.
  
  4(d)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 14, 2000.
              Issued on March 14, 1997, to Sage Capital
              Investments Limited.
  
  4(e)        Form of Noise Cancellation Technologies, Inc.
              8% Convertible Debenture due March 25, 2000.
              Issued on March 25, 1997, to Optimum Fund.
  Item 9.     Sales of Equity Securities Pursuant to Regulation S
  
  FIRST SALE
  
  (a) March 11, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 11, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of two
  hundred fifty thousand dollars ($250,000.00).
  
  (b) Name of placement agents - VenGua Capital Markets Ltd. Identity of person to
  which  the  Registrant  sold  the  Debentures   -UFH  Endowment   Ltd.,   Vadux,
  Liechtenstein (the "Purchaser").
  
  (c) Total  offering price - two hundred fifty  thousand  dollars  ($250,000.00).
  Total commissions - twenty-five thousand dollars ($25,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common Stock on the Closing Date or seventy-five percent (75%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.18 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  SECOND SALE
  
  (a) March 11, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 11, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of two
  hundred fifty thousand dollars ($250,000.00).
  
  (b) Name of placement agents - VenGua Capital Markets Ltd. Identity of person to
  which the  Registrant  sold the  Debentures  -Austost  Anstalt  Schaan,  Schaan,
  Liechtenstein (the "Purchaser").
  
  (c) Total  offering price - two hundred fifty  thousand  dollars  ($250,000.00).
  Total commissions - twenty-five thousand dollars ($25,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common Stock on the Closing Date or seventy-five percent (75%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.18 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  THIRD SALE
  
  (a) March 12, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 12, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of one
  hundred thousand dollars ($100,000.00).
  
  (b)   Name of placement agents - Alexander, Wescott & Co., Inc.
  and Schwebel Capital Investments, Inc.  Identity of person to
  which the Registrant sold the Debentures - Optimum Fund,
  Georgetown, Grand Cayman, Grand Cayman Island, British Virgin
  Islands (the "Purchaser").
  
  (c) Total offering price - one hundred  thousand  dollars  ($100,000.00).  Total
  commissions - eleven thousand dollars ($11,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common  Stock on the  Closing  Date or seventy  percent  (70%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.23 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  FOURTH SALE
  
  (a) March 14, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 14, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal  amount of one
  hundred fifty thousand dollars ($150,000.00).
  
  (b)   Name of placement agents - Alexander, Wescott & Co., Inc.
  and Schwebel Capital Investments, Inc.  Identity of person to
  which the Registrant sold the Debentures - Sage Capital
  Investments Limited, Nassau, Bahamas (the "Purchaser").
  
  (c) Total  offering price - one hundred fifty  thousand  dollars  ($150,000.00).
  Total commissions - sixteen thousand five hundred dollars ($16,500.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common  Stock on the  Closing  Date or seventy  percent  (70%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.23 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  
  FIFTH SALE
  
  (a) March 25, 1997.  Eight  Percent  (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due March 25, 2000,  each in the principal  amount of fifty thousand
  dollars  ($50,000.00)  (the  "Debentures").  Aggregate  principal amount of five
  hundred thousand dollars ($500,000.00).
  
  (b) Name of placement agents - Schwebel Capital  Investments,  Inc.  Identity of
  person to which the Registrant  sold the Debentures - Optimum Fund,  Georgetown,
  Grand Cayman, Grand Cayman Island, British Virgin Islands (the "Purchaser").
  
  (c) Total offering price - five hundred  thousand dollars  ($500,000.00).  Total
  commissions - fifty-five thousand dollars ($55,000.00).
  
  (d) Exemption from registration claimed under Regulation S promulgated under the
  Securities Act of 1933, as amended (respectively, "Regulation S" and the "Act").
  To the best of the  Registrant's  knowledge  and belief and in  accordance  with
  representations  and  warranties  made by the Purchaser of the  Debentures,  the
  Purchaser is not a "U.S.  Person" as defined under  Regulation S, the Registrant
  did not engage in any "directed  selling  efforts" as defined under Regulation S
  in connection  with the offer or sale of the  Debentures and said offer and sale
  complied in all other  respects with the  provisions of Regulation S required to
  permit the sale of the Debentures by the Registrant  without compliance with the
  registration requirements of the Act.
  
  (e) The  holder  of the  Debentures  is  entitled,  at its  option,  at any time
  commencing  on or after  forty-five  (45)  days  after the  closing  date of the
  purchase  thereof  (the  "Closing  Date") to convert the full  unpaid  principal
  amount of the  Debentures  into shares of Common  Stock of the  Registrant  (the
  "Conversion  Shares") at a conversion  price (the  "Conversion  Price") for each
  Conversion Share equal to the lesser of eighty-five percent (85%) of the closing
  bid of the Common  Stock on the  Closing  Date or seventy  percent  (70%) of the
  average  closing bid price of the Common  Stock for the five (5) NASDAQ  trading
  days  immediately  preceding  the date of conversion as reported by the National
  Association of Securities Dealers Automated Quotation System; provided, however,
  that in no event shall the  Conversion  Price ever be less than $0.23 per share.
  The number of Conversion Shares to be received by the holder on conversion shall
  be the product of the unpaid  principal amount of the Debentures being converted
  divided by the Conversion  Price.  The Registrant may, at its own option,  cause
  the  automatic  conversion  into  Conversion  Shares  of all or any  part of the
  Debentures  after  February  15, 1998 at the  aforesaid  Conversion  Price.  The
  Registrant  may exercise  its option to cause the  automatic  conversion  as set
  forth herein after sixty (60) days notice to the holder  during which sixty (60)
  days  the  holder  may  convert  in  accordance  with  the  holder's  conversion
  privileges.  After  the  sixty  (60)  days and the  exercise  of said  automatic
  conversion,  Registrant may only exercise  further  automatic  conversion(s)  in
  connection  with not less than  twenty-five  percent (25%) of the then remaining
  amounts of outstanding  Conversion  Shares  pertaining to all of the unconverted
  Debentures  per automatic  conversion  and only after thirty (30) days notice to
  the holder  during which  thirty (30) days the holder may convert in  accordance
  with the  holder's  conversion  privileges.  Payment  of each  interest  payment
  payable under the Debentures may, at the Registrant's option, be made in cash or
  by delivery of shares of the Registrant's  Common Stock. The number of shares to
  be delivered shall be based on one hundred percent (100%) of the average closing
  bid price of the  Registrant's  Common  Stock as reported on NASDAQ for the Five
  (5) Trading Days immediately preceding the record date for the interest payment.
  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.
  
                    NOISE CANCELLATION TECHNOLOGIES, INC.
  
                    By:  /s/ STEPHEN J. FOGARTY
                         --------------------------------
                         Stephen J. Fogarty
                         Senior Vice President and
                         Chief Financial Officer
  
  Dated:  March 25, 1997