content: U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
  
                                     FORM 8-K
  
  
                    Current REPORT UNDER SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported): February 28, 1997
  
  
  
  
                                SONEX RESEARCH, INC.
  
  
  
                (Exact name of registrant as specified in Charter)
  
  
     Maryland                           0-14465                    52-1188993
  
    (State or other                 (Commision file             (IRS employer
    jurisdiction of                     number)               identification no.)
     incorporation)
  
  
                          23 Hudson Street, Annapolis, MD, 21401
  
                         (Address of principal executive offices)
  
  
                                     (410) 266-5556
  
                   (Registrant's telephone number, including area code)
  
  
  
                                          N/A
  
              (Former name or former address, if changed since last report)
  
  
                                        - 1 -
  
  <PAGE>
  
                          SONEX RESEARCH, INC. FORM 8-K
  
  
                               ITEM 5. - Other Events
  
  
  
  Amendments to outstanding warrants
  ----------------------------------
  
           On February 28, 1997,  Sonex  Research,  Inc.  (the  "Company")  sent a
  notice to the holders of all of its  outstanding  warrants to purchase shares of
  the  Company's  $.01 par value  common  stock (the  "Common  Stock") of proposed
  amendments to such warrants.  These  amendments were offered because the Company
  was unable to complete a planned  registration of the Common Stock issuable upon
  the exercise of the warrants.
  
           The  warrants,  all of which had original  expiration  dates five years
  from the date of issuance,  were issued in private financings that took place in
  February 1992, June 1994,  June 1995 and December 1995. The proposed  amendments
  include, in various combinations, extensions of the expiration dates, reductions
  in the exercise  prices,  provisions for cashless  exercise,  and provisions for
  "piggy-back"  registration  rights.  Attached  hereto as Exhibit 1 is a schedule
  summarizing  the number and exercise  prices of the warrants  outstanding  as of
  February 28, 1997 both as originally  issued and as amended  assuming all of the
  holders agree to the Company's proposals.
  
           The amendments  for the warrants  issued in February 1992 were proposed
  in  connection  with the current  $250,000  equity  investment  described in the
  following section.
  
  
  
  Equity investment and amendments to February 1992 Warrants
  ----------------------------------------------------------
  
           On February 24, 1997, the Company accepted a $250,000 equity investment
  proposal  from   Proactive   Partners,   L.P.  and  certain  of  its  affiliates
  (collectively referred to as "Proactive").  Proactive are the largest beneficial
  owners of the Company's  Common Stock by virtue of their holdings of convertible
  Preferred Stock and Common Stock purchase warrants.  Two of the general partners
  of Proactive are directors of the Company.
  
           In exchange for the $250,000 investment, Proactive will receive 333,333
  shares of Common  Stock and  five-year  warrants to purchase  166,666  shares of
  Common  Stock at an  exercise  price of $.75 per  share,  along with a number of
  amendments  to  warrants  to  purchase  Common  Stock  issued by the  Company to
  Proactive and other investors in February 1992 (the "February 1992 Warrants") in
  connection  with the sale of $2  million  of  convertible  Preferred  Stock (the
  "Preferred Stock  Investment").  In early February 1997 the Company extended the
  expiration  date of the February 1992 Warrants,  originally set for February 12,
  1997, through March 15, 1997.
  
           Pursuant to its February 1992  purchase of  $1,525,000  of  convertible
  Preferred Stock,  Proactive  received February 1992 Warrants to purchase a total
  of 4,357,142  shares of Common Stock, 50% of which were exercisable at $1.00 per
  share and 50% of which  were  exercisable  at $1.50 per  share.  These  warrants
  acquired  by  Proactive  represent  76.25%  of the  total of the  February  1992
  Warrants originally issued to purchasers of the convertible Preferred Stock. The
  remaining  February 1992 Warrants to purchase an additional  1,357,144 shares of
  Common Stock that were issued in connection with the purchase of Preferred Stock
  were acquired by three other  directors of the Company and five other  investors
  not affiliated with either Proactive or the
  
                                      1
  
  <PAGE>
  
  
  Company.  Proactive also received  additional February 1992 Warrants to purchase
  543,571  shares of Common Stock at $.35 per share,  271,786  shares at $1.00 per
  share, and 271,785 shares at $1.50 per share, for investment  advisory  services
  provided in connection with the Preferred Stock Investment.
  
           Under the terms of this new  investment,  Proactive  will  receive  the
  following amendments to their February 1992 Warrants:
  
       o   extension of the expiration dates through February 12, 2000;
  
       o   reduction of the exercise prices of warrants originally  exercisable at
           $1.00 and $1.50 per share to $.75 per share,  with a  reduction  in the
           number  of  shares  of  Common  Stock  purchaseable  pursuant  to these
           warrants of 25% for the warrants  originally  exercisable  at $1.00 and
           50% for the warrants originally exercisable at $1.50;
  
       o   extension of  registration  rights with respect to the shares of Common
           Stock  purchaseable  upon exercise of these warrants until February 12,
           2000.
  
           The Company  also will  accept  additional  investments  from the other
  February  1992  investors  on these same terms in  amounts  proportional  to the
  original investments made in February 1992. Such additional  investments,  which
  must be tendered by March 15, 1997,  could result in additional cash proceeds to
  the Company of up to $77,869. Any of these other investors who decline to make a
  new investment will  nevertheless be offered an extension of the expiration date
  of their warrants to December 31, 1997 and the choice to exercise their warrants
  on a cashless basis.
  
           The terms of the investment by Proactive and the related  amendments to
  the February  1992  Warrants,  including the  amendments  proposed to holders of
  these warrants other than Proactive,  were approved by the affirmative vote of a
  majority  of the  directors  of the  Company  who do not own or have a  personal
  financial  interest  in the  February  1992  Warrants  or in the  new  Proactive
  investment.
  
           Information  with respect to the February 1992 Warrants in the attached
  Exhibit 1 assumes  that all of the  investors  other  than  Proactive  will make
  additional  cash  investments  on  a  pro-rata  basis  and  obtain  the  related
  amendments to their February 1992 Warrants.
  
  
  
  Exercise of stock options by directors
  --------------------------------------
  
           In January 1997, two directors of the Company, Mr. Lawrence H. Hyde and
  Mr. Nuno  Brandolini,  exercised  options to purchase 105,000 and 30,000 shares,
  respectively,  of Common Stock at $.50 per share, yielding total proceeds to the
  Company of $67,500. Neither Mr. Hyde nor Mr. Brandolini has any affiliation with
  Proactive or any personal financial interest in the February 1992 Warrants.
  
                                          2
  
  <PAGE>
  
                                                                         EXHIBIT 1
  
                                SONEX RESEARCH, INC.
                           SUMMARY OF WARRANTS OUTSTANDING
                                  FEBRUARY 28, 1997
  
  
   Month           Before amendments                After amendments
  issued      Price   # of shares   Expir.     Price   # of shares    Expir.
  ------      -----   -----------   ------     -----   -----------    ------
  
  
  Feb 1992     0.35      571,428   Feb 1997     0.35      571,428    Feb 2000
  Feb 1992     1.00    3,121,428   Feb 1997     0.75    2,341,071    Feb 2000
  Feb 1992     1.50    3,142,857   Feb 1997     0.75    1,571,429    Feb 2000
  
  Jun 1994     1.125     524,269   Jun 1999     0.75      524,269    Jun 1999
  Jun 1994     1.50      524,269   Jun 1999     0.75      524,269    Jun 1999
  
  Jun 1995     0.375     595,000   Jun 2000     0.375     595,000    Jun 2000
  Jun 1995     0.50      595,000   Jun 2000     0.50      595,000    Jun 2000
  
  Dec 1995     1.25      340,000   Dec 2000     0.75      340,000    Dec 2000
  
  Feb 1997                                      0.75      217,759    Feb 2002
                         -------                          -------        
  
  
  Totals               9,414,251                        7,280,225
  
  
  
  <PAGE>
                          SONEX RESEARCH, INC. FORM 8-K
  
  
  
  
  
  
                                     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.
  
  
  
  
  
  
  February 28, 1997
  
  
                                   SONEX RESEARCH, INC.
                                    (Registrant)
  
  
  
                                                George E. Ponticas
                                           ----------------------------
                                  by:      George E. Ponticas
                                           Chief Financial Officer
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 9613}]
metadata_filer: {"company-data": {"conformed-name": "SONEX RESEARCH INC", "cik": "0000723312", "assigned-sic": "8731", "irs-number": "521188993", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14465", "film-number": "97562048"}, "business-address": {"street1": "23 HUDSON ST", "city": "ANNAPOLIS", "state": "MD", "zip": "21401", "phone": "4102665556"}, "mail-address": {"street1": "23 HUDSON STREET", "city": "ANNAPOLIS", "state": "MD", "zip": "21401"}}
text: U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                     FORM 8-K
  
                    Current REPORT UNDER SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported): February 28, 1997
  
                                SONEX RESEARCH, INC.
  
                (Exact name of registrant as specified in Charter)
  
     Maryland                           0-14465                    52-1188993
  
    (State or other                 (Commision file             (IRS employer
    jurisdiction of                     number)               identification no.)
     incorporation)
  
                          23 Hudson Street, Annapolis, MD, 21401
  
                         (Address of principal executive offices)
  
                                     (410) 266-5556
  
                   (Registrant's telephone number, including area code)
  
                                          N/A
  
              (Former name or former address, if changed since last report)
  
                                        - 1 -
  SONEX RESEARCH, INC. FORM 8-K
  
                               ITEM 5. - Other Events
  
  Amendments to outstanding warrants
  ----------------------------------
  
           On February 28, 1997,  Sonex  Research,  Inc.  (the  "Company")  sent a
  notice to the holders of all of its  outstanding  warrants to purchase shares of
  the  Company's  $.01 par value  common  stock (the  "Common  Stock") of proposed
  amendments to such warrants.  These  amendments were offered because the Company
  was unable to complete a planned  registration of the Common Stock issuable upon
  the exercise of the warrants.
  
           The  warrants,  all of which had original  expiration  dates five years
  from the date of issuance,  were issued in private financings that took place in
  February 1992, June 1994,  June 1995 and December 1995. The proposed  amendments
  include, in various combinations, extensions of the expiration dates, reductions
  in the exercise  prices,  provisions for cashless  exercise,  and provisions for
  "piggy-back"  registration  rights.  Attached  hereto as Exhibit 1 is a schedule
  summarizing  the number and exercise  prices of the warrants  outstanding  as of
  February 28, 1997 both as originally  issued and as amended  assuming all of the
  holders agree to the Company's proposals.
  
           The amendments  for the warrants  issued in February 1992 were proposed
  in  connection  with the current  $250,000  equity  investment  described in the
  following section.
  
  Equity investment and amendments to February 1992 Warrants
  ----------------------------------------------------------
  
           On February 24, 1997, the Company accepted a $250,000 equity investment
  proposal  from   Proactive   Partners,   L.P.  and  certain  of  its  affiliates
  (collectively referred to as "Proactive").  Proactive are the largest beneficial
  owners of the Company's  Common Stock by virtue of their holdings of convertible
  Preferred Stock and Common Stock purchase warrants.  Two of the general partners
  of Proactive are directors of the Company.
  
           In exchange for the $250,000 investment, Proactive will receive 333,333
  shares of Common  Stock and  five-year  warrants to purchase  166,666  shares of
  Common  Stock at an  exercise  price of $.75 per  share,  along with a number of
  amendments  to  warrants  to  purchase  Common  Stock  issued by the  Company to
  Proactive and other investors in February 1992 (the "February 1992 Warrants") in
  connection  with the sale of $2  million  of  convertible  Preferred  Stock (the
  "Preferred Stock  Investment").  In early February 1997 the Company extended the
  expiration  date of the February 1992 Warrants,  originally set for February 12,
  1997, through March 15, 1997.
  
           Pursuant to its February 1992  purchase of  $1,525,000  of  convertible
  Preferred Stock,  Proactive  received February 1992 Warrants to purchase a total
  of 4,357,142  shares of Common Stock, 50% of which were exercisable at $1.00 per
  share and 50% of which  were  exercisable  at $1.50 per  share.  These  warrants
  acquired  by  Proactive  represent  76.25%  of the  total of the  February  1992
  Warrants originally issued to purchasers of the convertible Preferred Stock. The
  remaining  February 1992 Warrants to purchase an additional  1,357,144 shares of
  Common Stock that were issued in connection with the purchase of Preferred Stock
  were acquired by three other  directors of the Company and five other  investors
  not affiliated with either Proactive or the
  
                                      1
  Company.  Proactive also received  additional February 1992 Warrants to purchase
  543,571  shares of Common Stock at $.35 per share,  271,786  shares at $1.00 per
  share, and 271,785 shares at $1.50 per share, for investment  advisory  services
  provided in connection with the Preferred Stock Investment.
  
           Under the terms of this new  investment,  Proactive  will  receive  the
  following amendments to their February 1992 Warrants:
  
       o   extension of the expiration dates through February 12, 2000;
  
       o   reduction of the exercise prices of warrants originally  exercisable at
           $1.00 and $1.50 per share to $.75 per share,  with a  reduction  in the
           number  of  shares  of  Common  Stock  purchaseable  pursuant  to these
           warrants of 25% for the warrants  originally  exercisable  at $1.00 and
           50% for the warrants originally exercisable at $1.50;
  
       o   extension of  registration  rights with respect to the shares of Common
           Stock  purchaseable  upon exercise of these warrants until February 12,
           2000.
  
           The Company  also will  accept  additional  investments  from the other
  February  1992  investors  on these same terms in  amounts  proportional  to the
  original investments made in February 1992. Such additional  investments,  which
  must be tendered by March 15, 1997,  could result in additional cash proceeds to
  the Company of up to $77,869. Any of these other investors who decline to make a
  new investment will  nevertheless be offered an extension of the expiration date
  of their warrants to December 31, 1997 and the choice to exercise their warrants
  on a cashless basis.
  
           The terms of the investment by Proactive and the related  amendments to
  the February  1992  Warrants,  including the  amendments  proposed to holders of
  these warrants other than Proactive,  were approved by the affirmative vote of a
  majority  of the  directors  of the  Company  who do not own or have a  personal
  financial  interest  in the  February  1992  Warrants  or in the  new  Proactive
  investment.
  
           Information  with respect to the February 1992 Warrants in the attached
  Exhibit 1 assumes  that all of the  investors  other  than  Proactive  will make
  additional  cash  investments  on  a  pro-rata  basis  and  obtain  the  related
  amendments to their February 1992 Warrants.
  
  Exercise of stock options by directors
  --------------------------------------
  
           In January 1997, two directors of the Company, Mr. Lawrence H. Hyde and
  Mr. Nuno  Brandolini,  exercised  options to purchase 105,000 and 30,000 shares,
  respectively,  of Common Stock at $.50 per share, yielding total proceeds to the
  Company of $67,500. Neither Mr. Hyde nor Mr. Brandolini has any affiliation with
  Proactive or any personal financial interest in the February 1992 Warrants.
  
                                          2
  EXHIBIT 1
  
                                SONEX RESEARCH, INC.
                           SUMMARY OF WARRANTS OUTSTANDING
                                  FEBRUARY 28, 1997
  
   Month           Before amendments                After amendments
  issued      Price   # of shares   Expir.     Price   # of shares    Expir.
  ------      -----   -----------   ------     -----   -----------    ------
  
  Feb 1992     0.35      571,428   Feb 1997     0.35      571,428    Feb 2000
  Feb 1992     1.00    3,121,428   Feb 1997     0.75    2,341,071    Feb 2000
  Feb 1992     1.50    3,142,857   Feb 1997     0.75    1,571,429    Feb 2000
  
  Jun 1994     1.125     524,269   Jun 1999     0.75      524,269    Jun 1999
  Jun 1994     1.50      524,269   Jun 1999     0.75      524,269    Jun 1999
  
  Jun 1995     0.375     595,000   Jun 2000     0.375     595,000    Jun 2000
  Jun 1995     0.50      595,000   Jun 2000     0.50      595,000    Jun 2000
  
  Dec 1995     1.25      340,000   Dec 2000     0.75      340,000    Dec 2000
  
  Feb 1997                                      0.75      217,759    Feb 2002
                         -------                          -------        
  
  Totals               9,414,251                        7,280,225
  SONEX RESEARCH, INC. FORM 8-K
  
                                     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.
  
  February 28, 1997
  
                                   SONEX RESEARCH, INC.
                                    (Registrant)
  
                                                George E. Ponticas
                                           ----------------------------
                                  by:      George E. Ponticas
                                           Chief Financial Officer