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): September 12, 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 September 12, 2000, NCT Group,  Inc. (the "Company" and "NCT"),  through
  its wholly-owned  subsidiary,  NCT Hearing  Products,  Inc. granted an exclusive
  license to Pro Tech Communications,  Inc. ("Pro Tech") for rights to certain NCT
  technologies  for  use  in  light  weight  cellular,  multimedia  and  telephony
  headsets.   In  consideration  for  this  license,   the  Company  will  receive
  approximately  22,600,000  shares  of Pro Tech  common  stock  which  represents
  approximately  60% of Pro Tech's  common stock on a fully  diluted  basis.  As a
  condition precedent to the transaction, the Company had arranged $1.5 million in
  equity financing for Pro Tech in the form of convertible  preferred stock of Pro
  Tech. Such convertible  preferred stock is convertible into shares of Pro Tech's
  common stock or exchangeable for shares of NCT's common stock. Pro Tech's common
  stock currently trades under the symbol "PCTU" on the NASD's OTC Bulletin Board.
  Please refer to the full text of the  September  13, 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 Pro Tech Communications,  Inc. which are required by
  this item will be filed by amendment to this Report not later than 60 days after
  the date of this Report was required to be filed.
  
  (b)   PRO FORMA FINANCIAL INFORMATION.
  
  The pro forma financial  statements of Pro Tech  Communications,  Inc. which are
  required by this item will be filed by  amendment  to this Report not later than
  60 days after the date of this Report was required to be filed.
  
  (c)  EXHIBITS.
  
  EXHIBIT
  NUMBER      DESCRIPTION                   LOCATION
  
     2        Stock Purchase Agreement            Filed herewith electronically
              dated September  12, 2000,
              among NCT Group, Inc.,
              NCT Hearing Products, Inc.
              and Pro Tech Communications, Inc.
  
     99       Press Release of September 13, 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 27, 2000
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "PRO TECH", "secsgml_size_bytes": 4334}]
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": "730108"}, "business-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032264447"}, "mail-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": [{"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
text: 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): September 12, 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 September 12, 2000, NCT Group,  Inc. (the "Company" and "NCT"),  through
  its wholly-owned  subsidiary,  NCT Hearing  Products,  Inc. granted an exclusive
  license to Pro Tech Communications,  Inc. ("Pro Tech") for rights to certain NCT
  technologies  for  use  in  light  weight  cellular,  multimedia  and  telephony
  headsets.   In  consideration  for  this  license,   the  Company  will  receive
  approximately  22,600,000  shares  of Pro Tech  common  stock  which  represents
  approximately  60% of Pro Tech's  common stock on a fully  diluted  basis.  As a
  condition precedent to the transaction, the Company had arranged $1.5 million in
  equity financing for Pro Tech in the form of convertible  preferred stock of Pro
  Tech. Such convertible  preferred stock is convertible into shares of Pro Tech's
  common stock or exchangeable for shares of NCT's common stock. Pro Tech's common
  stock currently trades under the symbol "PCTU" on the NASD's OTC Bulletin Board.
  Please refer to the full text of the  September  13, 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 Pro Tech Communications,  Inc. which are required by
  this item will be filed by amendment to this Report not later than 60 days after
  the date of this Report was required to be filed.
  
  (b)   PRO FORMA FINANCIAL INFORMATION.
  
  The pro forma financial  statements of Pro Tech  Communications,  Inc. which are
  required by this item will be filed by  amendment  to this Report not later than
  60 days after the date of this Report was required to be filed.
  
  (c)  EXHIBITS.
  
  EXHIBIT
  NUMBER      DESCRIPTION                   LOCATION
  
     2        Stock Purchase Agreement            Filed herewith electronically
              dated September  12, 2000,
              among NCT Group, Inc.,
              NCT Hearing Products, Inc.
              and Pro Tech Communications, Inc.
  
     99       Press Release of September 13, 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 27, 2000