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): December 28, 1999
  
                                   NCT Group, Inc.
                 (formerly 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, Linthicum, Maryland                         21090
  (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 5.  Other Events.
  
  NCT Group, Inc. (the "Company") has recently executed an equity transaction with
  three parties, two of which were parties to a previously reported transaction in
  early October 1999.
  
  As previously  reported,  the Company executed a Securities  Exchange Agreement,
  dated as of  October  9, 1999 (the  "Exchange  Agreement"),  among the  Company,
  Austost Anstalt Schaan ("Austost") and Balmore Funds S.A. ("Balmore").  Pursuant
  to the  Exchange  Agreement,  on October 26, 1999 the Company  issued a total of
  17,333,334 shares to Austost and Balmore (the "Exchange Shares") in exchange for
  532 shares of common stock of NCT Audio  Products,  Inc.,  a  subsidiary  of the
  Company  ("NCT  Audio"),  held by Austost and Balmore.  The  effective per share
  price of the Exchange Shares received by Austost and Balmore was $0.06 per share
  (representing  the total purchase price  originally  paid by Austost and Balmore
  for the NCT Audio Shares of $1.0 million divided by 17,333,334).  This effective
  per share  price was  $0.115,  or 65.7%,  less than the closing bid price of the
  Company's  common  stock on the  over-the-counter  market as reported by the OTC
  Bulletin  Board on October  25,  1999.  This  effective  per share  price may be
  subject  to  increase  upon the  application  of an  exchange  ratio  adjustment
  provision  contained  in the  Exchange  Agreement  on  February  15, 2000 (or an
  earlier date agreed to by all the  parties) and may be subject to decrease  upon
  the  application  of a reset  provision  contained in the Exchange  Agreement on
  April 24, 2000 and on July 24, 2000, both as described below.
  
  Under the  exchange  ratio  adjustment  provision,  the Company has the right to
  re-determine  the price of the  Exchange  Shares  issued to each of Austost  and
  Balmore on February 15, 2000 (or another  date not later than  February 15, 2000
  that is  mutually  agreed upon by the  Company,  Austost  and  Balmore).  If the
  aggregate  value of the Exchange Shares issued to Austost and Balmore is greater
  than $2,600,000  based upon the closing bid price of the Company's  common stock
  as  reported  on the OTC  Bulletin  Board on such date,  Austost and Balmore are
  required to return to the  Company any such  Exchange  Shares  representing  the
  excess amount. Under the reset provision contained in the Exchange Agreement, on
  April 24, 2000, and again on July 24, 2000, the Company may be required to issue
  additional  shares to either  Austost  or  Balmore or both if the sum of certain
  items on those dates is less than $2,600,000. Those items are: (i) the aggregate
  market  value of the Exchange  Shares held by Austost and Balmore  (based on the
  per  share  closing  bid price on those  dates);  (ii) the  market  value of any
  Exchange  Shares  transferred  by Austost  and  Balmore as  permitted  under the
  Exchange  Agreement  (based  on the per share  closing  bid price on the date of
  transfer);  and (iii) any amounts  realized by Austost and Balmore from sales of
  any such shares  prior to April 24, 2000 or July 24,  2000,  as the case may be.
  The  number of  additional  shares of common  stock  that the  Company  would be
  obligated to issue in such case would be a number of shares  having an aggregate
  market value (based on the per share closing bid price on such date) that,  when
  added to the sum of items  (i),  (ii) and  (iii) set forth  above,  would  equal
  $2,600,000.
  
  In addition to the above transaction, the Company executed a Securities Purchase
  Agreement,  dated as of December 27, 1999 (the "Purchase Agreement"),  among the
  Company,  Austost, Balmore and Nesher, Inc. ("Nesher").  Based on an offer as of
  November 9, 1999,  the  Company,  Austost,  Balmore and Nesher  entered into the
  Purchase Agreement whereby the Company,  on December 28, 1999, issued a total of
  3,846,155  shares (the "SPA Shares") to Austost,  Balmore and Nesher for a total
  purchase  price of  $500,000.  The price of the SPA  Shares was $0.13 per share,
  which was $0.03, or 19%, less than the closing bid price of the Company's common
  stock as reported by the OTC Bulletin Board on November 8, 1999, and $0.015,  or
  10%, less than the closing bid price of the  Company's  common stock as reported
  by the OTC  Bulletin  Board on December  27,  1999.  This per share price may be
  subject to decrease upon the application of a reset  provision  contained in the
  Purchase  Agreement  on June 26, 2000 and on  September  25,  2000 as  described
  below.
  
  Under the reset provision contained in the Purchase Agreement, on June 26, 2000,
  and again on September 25, 2000, the Company may be required to issue additional
  shares to one or more of Austost,  Balmore or Nesher if the sum of certain items
  on those  dates is less than 120% of the total  purchase  price paid by Austost,
  Balmore and Nesher for the SPA Shares. Those items are: (i) the aggregate market
  value of the SPA Shares  held by Austost,  Balmore and Nesher  (based on the per
  share closing bid price on those dates); (ii) the market value of any SPA Shares
  transferred  by Austost,  Balmore  and Nesher as  permitted  under the  Purchase
  Agreement  (based on the per share  closing bid price on the date of  transfer);
  and (iii) any amounts realized by Austost,  Balmore and Nesher from sales of any
  such shares  prior to June 26, 2000 or September  25, 2000,  as the case may be.
  The  number of  additional  shares of common  stock  that the  Company  would be
  obligated to issue in such case would be a number of shares  having an aggregate
  market value (based on the per share closing bid price on such date) that,  when
  added to the sum of items (i), (ii) and (iii) set forth above,  would equal 120%
  of the total  purchase  price paid by  Austost,  Balmore  and Nesher for the SPA
  Shares.
  
  
  
  <PAGE>
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibit
  Number      Description of Exhibit
  
   10(a)      Securities  Exchange  Agreement,  dated as of October 9, 1999, among
              the Company, Austost Anstalt Schaan and Balmore Funds S.A.
  
   10(b)      Registration  Rights  Agreement,  dated as of October 9, 1999, among
              the Company, Austost Anstalt Schaan and Balmore Funds S.A.
  
   10(c)      Securities Purchase Agreement, dated as of December 27, 1999, among
              the Company, Austost Anstalt Schaan, Balmore Funds S.A. and Nesher,
              Inc.
  
   10(d)      Registration Rights Agreement,  dated as of December 27, 1999, among
              the Company,  Austost  Anstalt Schaan,  Balmore Funds S.A.,  Nesher,
              Inc. and Libra Finance S.A.
  
                                      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,
                                          Chief Financial Officer
  
  Dated:  January 12, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT (12/31/99)", "secsgml_size_bytes": 8443}]
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": "506306"}, "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): December 28, 1999
  
                                   NCT Group, Inc.
                 (formerly 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, Linthicum, Maryland                         21090
  (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 5.  Other Events.
  
  NCT Group, Inc. (the "Company") has recently executed an equity transaction with
  three parties, two of which were parties to a previously reported transaction in
  early October 1999.
  
  As previously  reported,  the Company executed a Securities  Exchange Agreement,
  dated as of  October  9, 1999 (the  "Exchange  Agreement"),  among the  Company,
  Austost Anstalt Schaan ("Austost") and Balmore Funds S.A. ("Balmore").  Pursuant
  to the  Exchange  Agreement,  on October 26, 1999 the Company  issued a total of
  17,333,334 shares to Austost and Balmore (the "Exchange Shares") in exchange for
  532 shares of common stock of NCT Audio  Products,  Inc.,  a  subsidiary  of the
  Company  ("NCT  Audio"),  held by Austost and Balmore.  The  effective per share
  price of the Exchange Shares received by Austost and Balmore was $0.06 per share
  (representing  the total purchase price  originally  paid by Austost and Balmore
  for the NCT Audio Shares of $1.0 million divided by 17,333,334).  This effective
  per share  price was  $0.115,  or 65.7%,  less than the closing bid price of the
  Company's  common  stock on the  over-the-counter  market as reported by the OTC
  Bulletin  Board on October  25,  1999.  This  effective  per share  price may be
  subject  to  increase  upon the  application  of an  exchange  ratio  adjustment
  provision  contained  in the  Exchange  Agreement  on  February  15, 2000 (or an
  earlier date agreed to by all the  parties) and may be subject to decrease  upon
  the  application  of a reset  provision  contained in the Exchange  Agreement on
  April 24, 2000 and on July 24, 2000, both as described below.
  
  Under the  exchange  ratio  adjustment  provision,  the Company has the right to
  re-determine  the price of the  Exchange  Shares  issued to each of Austost  and
  Balmore on February 15, 2000 (or another  date not later than  February 15, 2000
  that is  mutually  agreed upon by the  Company,  Austost  and  Balmore).  If the
  aggregate  value of the Exchange Shares issued to Austost and Balmore is greater
  than $2,600,000  based upon the closing bid price of the Company's  common stock
  as  reported  on the OTC  Bulletin  Board on such date,  Austost and Balmore are
  required to return to the  Company any such  Exchange  Shares  representing  the
  excess amount. Under the reset provision contained in the Exchange Agreement, on
  April 24, 2000, and again on July 24, 2000, the Company may be required to issue
  additional  shares to either  Austost  or  Balmore or both if the sum of certain
  items on those dates is less than $2,600,000. Those items are: (i) the aggregate
  market  value of the Exchange  Shares held by Austost and Balmore  (based on the
  per  share  closing  bid price on those  dates);  (ii) the  market  value of any
  Exchange  Shares  transferred  by Austost  and  Balmore as  permitted  under the
  Exchange  Agreement  (based  on the per share  closing  bid price on the date of
  transfer);  and (iii) any amounts  realized by Austost and Balmore from sales of
  any such shares  prior to April 24, 2000 or July 24,  2000,  as the case may be.
  The  number of  additional  shares of common  stock  that the  Company  would be
  obligated to issue in such case would be a number of shares  having an aggregate
  market value (based on the per share closing bid price on such date) that,  when
  added to the sum of items  (i),  (ii) and  (iii) set forth  above,  would  equal
  $2,600,000.
  
  In addition to the above transaction, the Company executed a Securities Purchase
  Agreement,  dated as of December 27, 1999 (the "Purchase Agreement"),  among the
  Company,  Austost, Balmore and Nesher, Inc. ("Nesher").  Based on an offer as of
  November 9, 1999,  the  Company,  Austost,  Balmore and Nesher  entered into the
  Purchase Agreement whereby the Company,  on December 28, 1999, issued a total of
  3,846,155  shares (the "SPA Shares") to Austost,  Balmore and Nesher for a total
  purchase  price of  $500,000.  The price of the SPA  Shares was $0.13 per share,
  which was $0.03, or 19%, less than the closing bid price of the Company's common
  stock as reported by the OTC Bulletin Board on November 8, 1999, and $0.015,  or
  10%, less than the closing bid price of the  Company's  common stock as reported
  by the OTC  Bulletin  Board on December  27,  1999.  This per share price may be
  subject to decrease upon the application of a reset  provision  contained in the
  Purchase  Agreement  on June 26, 2000 and on  September  25,  2000 as  described
  below.
  
  Under the reset provision contained in the Purchase Agreement, on June 26, 2000,
  and again on September 25, 2000, the Company may be required to issue additional
  shares to one or more of Austost,  Balmore or Nesher if the sum of certain items
  on those  dates is less than 120% of the total  purchase  price paid by Austost,
  Balmore and Nesher for the SPA Shares. Those items are: (i) the aggregate market
  value of the SPA Shares  held by Austost,  Balmore and Nesher  (based on the per
  share closing bid price on those dates); (ii) the market value of any SPA Shares
  transferred  by Austost,  Balmore  and Nesher as  permitted  under the  Purchase
  Agreement  (based on the per share  closing bid price on the date of  transfer);
  and (iii) any amounts realized by Austost,  Balmore and Nesher from sales of any
  such shares  prior to June 26, 2000 or September  25, 2000,  as the case may be.
  The  number of  additional  shares of common  stock  that the  Company  would be
  obligated to issue in such case would be a number of shares  having an aggregate
  market value (based on the per share closing bid price on such date) that,  when
  added to the sum of items (i), (ii) and (iii) set forth above,  would equal 120%
  of the total  purchase  price paid by  Austost,  Balmore  and Nesher for the SPA
  Shares.
  Item 7.  Financial Statements and Exhibits.
  
  Exhibit
  Number      Description of Exhibit
  
   10(a)      Securities  Exchange  Agreement,  dated as of October 9, 1999, among
              the Company, Austost Anstalt Schaan and Balmore Funds S.A.
  
   10(b)      Registration  Rights  Agreement,  dated as of October 9, 1999, among
              the Company, Austost Anstalt Schaan and Balmore Funds S.A.
  
   10(c)      Securities Purchase Agreement, dated as of December 27, 1999, among
              the Company, Austost Anstalt Schaan, Balmore Funds S.A. and Nesher,
              Inc.
  
   10(d)      Registration Rights Agreement,  dated as of December 27, 1999, among
              the Company,  Austost  Anstalt Schaan,  Balmore Funds S.A.,  Nesher,
              Inc. and Libra Finance S.A.
  
                                      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,
                                          Chief Financial Officer
  
  Dated:  January 12, 2000