content: <PAGE>
  
  
                         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): February 4, 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)              Offshore Debenture Securities Subscription
                    Agreement dated January 31, 1997, between
                    Noise Cancellation Technologies, Inc. and
                    Willora Company, Ltd.
  
  4(a)              Form of Noise Cancellation Technologies, Inc.
                    8% Convertible Debenture due January 31, 2000.
  
  4(b)              Form of Noise Cancellation Technologies, Inc.
                    Warrant to Purchase Common Stock Issued to
                    Willora Company, Ltd.
  
  
  
  
  <PAGE>
  
  
  Item 9.  Sales of Equity Securities Pursuant to Regulation S
  
  (a) February 4, 1997.  Eight Percent (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due January 31, 2000 each in the principal  amount of fifty thousand
  dollars  ($50,000)  (the  "Debentures").  Debentures in the aggregate  principal
  amount of one million five hundred  thousand  dollars  ($1,500,000.00)  together
  with a Warrant  to  purchase  up to  seventy-five  thousand  (75,000)  shares of
  Registrant's  Common  Stock  and  two  hundred  eighteen  thousand  one  hundred
  eighty-two (218,182) shares of Registrant's Common Stock were sold and delivered
  on  February  4, 1997.  Debentures  in the  aggregate  principal  amount of five
  hundred thousand dollars ($500,000.00) together with a Warrant to purchase up to
  twenty-five thousand (25,000) shares of Registrant's Common Stock and the number
  of  shares  to be  determined  as  described  in (c)  below  are to be sold  and
  delivered on the date the purchaser of the Debentures  converts  Debentures sold
  and  delivered on February 4, 1997,  in an aggregate  principal  amount of seven
  hundred fifty thousand dollars ($750,000.00) or more.
  
  (b) Name of placement agents - None.  Identity of person to which the Registrant
  sold the  Debentures  and  Warrants - Willora  Company,  Ltd.,  c/o Betuvo A.G.,
  Baarestrasse 73, Zug, Switzerland (the "Purchaser").
  
  (c)  Total  offering  price  -  two  million  dollars   ($2,000,000.00).   Total
  commissions None. In consideration of the Purchaser's  undertaking to defend and
  indemnify  the  Registrant  against  any and all  claims  by third  parties  for
  placement  fees,  commissions  or any  other  amounts  relating  to this sale of
  securities,  the  Registrant  issued the Purchaser  one hundred  fifty  thousand
  dollars  ($150,000.00) of Registrant's  Common Stock on February 4, 1997, at the
  closing  bid price of such  Common  Stock on that date and will  either  pay the
  Purchaser fifty thousand dollars  ($50,000.00) in cash or issue the Purchaser an
  additional fifty thousand dollars  ($50,000.00) of such Common Stock on the date
  of the sale and delivery of the second  tranche of  Debentures  in the aggregate
  principal amount of five hundred  thousand dollars  ($500,000.00) at the closing
  bid price of such Common Stock on that date.
  
  
  (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,  Warrants  and Common
  Stock and said offer and sale complied in all other respects with the provisions
  of  Regulation  S required to permit the sale of the  Debentures,  Warrants  and
  Common  Stock  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 (or, if not quoted
  on NASDAQ,  as reported by any other  recognized  quotation  system on which the
  price of the Common Stock is quoted). Provided,  however, that in no event shall
  the aggregate number of Conversion Shares issuable upon conversion of all of the
  Debentures  when  added to the  number of shares of  Registrant's  Common  Stock
  issuable upon exercise of the Warrants exceed eleven million (11,000,000) shares
  of Common Stock.  Provided  further that in the event of the  termination of the
  inclusion of the Common Stock in The NASDAQ Stock Market National Market System,
  (i) the Conversion Price shall be the lesser of eighty-five percent (85%) of the
  closing bid price of the Common Stock on the Closing Date or sixty percent (60%)
  of the average  closing bid price of the Common Stock as reported on NASDAQ (or,
  if not quoted on NASDAQ, as reported by any other recognized quotation system on
  which the price of the Common  Stock is quoted) for the five (5) NASDAQ  Trading
  Days  immediately  preceding the Conversion  Date; and (ii) the maximum limit of
  eleven million  (11,000,000) shares on the aggregate number of Conversion Shares
  and Warrant  Shares that may be issued upon the conversion of the Debentures and
  the exercise of the Warrants shall not be  applicable.  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  (or,  if not quoted on
  NASDAQ, as reported by any other recognized  quotation system on which the price
  of the  Common  Stock  is  quoted)  for the Five (5)  Trading  Days  immediately
  preceding the record date for the interest payment.
  
  
  The holder of the Warrants is entitled, at its option, at any time for a two (2)
  year period  commencing on the forty-sixth  (46th) day after the Closing Date on
  which the Warrant was granted and delivered to purchase up to the maximum number
  of shares of  Registrant's  Common  Stock  covered by the Warrant at a price per
  share equal to the closing bid of such Common  Stock on the  applicable  Closing
  Date.
  
  
  
  
  
  <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:  February 7, 1997
  
  
  
  
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 10155}]
metadata_filer: {"company-data": {"conformed-name": "NOISE CANCELLATION TECHNOLOGIES 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": "97520604"}, "business-address": {"street1": "1015 WEST NURSERY ROAD", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "former-company": [{"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): February 4, 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)              Offshore Debenture Securities Subscription
                    Agreement dated January 31, 1997, between
                    Noise Cancellation Technologies, Inc. and
                    Willora Company, Ltd.
  
  4(a)              Form of Noise Cancellation Technologies, Inc.
                    8% Convertible Debenture due January 31, 2000.
  
  4(b)              Form of Noise Cancellation Technologies, Inc.
                    Warrant to Purchase Common Stock Issued to
                    Willora Company, Ltd.
  Item 9.  Sales of Equity Securities Pursuant to Regulation S
  
  (a) February 4, 1997.  Eight Percent (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due January 31, 2000 each in the principal  amount of fifty thousand
  dollars  ($50,000)  (the  "Debentures").  Debentures in the aggregate  principal
  amount of one million five hundred  thousand  dollars  ($1,500,000.00)  together
  with a Warrant  to  purchase  up to  seventy-five  thousand  (75,000)  shares of
  Registrant's  Common  Stock  and  two  hundred  eighteen  thousand  one  hundred
  eighty-two (218,182) shares of Registrant's Common Stock were sold and delivered
  on  February  4, 1997.  Debentures  in the  aggregate  principal  amount of five
  hundred thousand dollars ($500,000.00) together with a Warrant to purchase up to
  twenty-five thousand (25,000) shares of Registrant's Common Stock and the number
  of  shares  to be  determined  as  described  in (c)  below  are to be sold  and
  delivered on the date the purchaser of the Debentures  converts  Debentures sold
  and  delivered on February 4, 1997,  in an aggregate  principal  amount of seven
  hundred fifty thousand dollars ($750,000.00) or more.
  
  (b) Name of placement agents - None.  Identity of person to which the Registrant
  sold the  Debentures  and  Warrants - Willora  Company,  Ltd.,  c/o Betuvo A.G.,
  Baarestrasse 73, Zug, Switzerland (the "Purchaser").
  
  (c)  Total  offering  price  -  two  million  dollars   ($2,000,000.00).   Total
  commissions None. In consideration of the Purchaser's  undertaking to defend and
  indemnify  the  Registrant  against  any and all  claims  by third  parties  for
  placement  fees,  commissions  or any  other  amounts  relating  to this sale of
  securities,  the  Registrant  issued the Purchaser  one hundred  fifty  thousand
  dollars  ($150,000.00) of Registrant's  Common Stock on February 4, 1997, at the
  closing  bid price of such  Common  Stock on that date and will  either  pay the
  Purchaser fifty thousand dollars  ($50,000.00) in cash or issue the Purchaser an
  additional fifty thousand dollars  ($50,000.00) of such Common Stock on the date
  of the sale and delivery of the second  tranche of  Debentures  in the aggregate
  principal amount of five hundred  thousand dollars  ($500,000.00) at the closing
  bid price of such Common Stock on that date.
  
  (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,  Warrants  and Common
  Stock and said offer and sale complied in all other respects with the provisions
  of  Regulation  S required to permit the sale of the  Debentures,  Warrants  and
  Common  Stock  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 (or, if not quoted
  on NASDAQ,  as reported by any other  recognized  quotation  system on which the
  price of the Common Stock is quoted). Provided,  however, that in no event shall
  the aggregate number of Conversion Shares issuable upon conversion of all of the
  Debentures  when  added to the  number of shares of  Registrant's  Common  Stock
  issuable upon exercise of the Warrants exceed eleven million (11,000,000) shares
  of Common Stock.  Provided  further that in the event of the  termination of the
  inclusion of the Common Stock in The NASDAQ Stock Market National Market System,
  (i) the Conversion Price shall be the lesser of eighty-five percent (85%) of the
  closing bid price of the Common Stock on the Closing Date or sixty percent (60%)
  of the average  closing bid price of the Common Stock as reported on NASDAQ (or,
  if not quoted on NASDAQ, as reported by any other recognized quotation system on
  which the price of the Common  Stock is quoted) for the five (5) NASDAQ  Trading
  Days  immediately  preceding the Conversion  Date; and (ii) the maximum limit of
  eleven million  (11,000,000) shares on the aggregate number of Conversion Shares
  and Warrant  Shares that may be issued upon the conversion of the Debentures and
  the exercise of the Warrants shall not be  applicable.  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  (or,  if not quoted on
  NASDAQ, as reported by any other recognized  quotation system on which the price
  of the  Common  Stock  is  quoted)  for the Five (5)  Trading  Days  immediately
  preceding the record date for the interest payment.
  
  The holder of the Warrants is entitled, at its option, at any time for a two (2)
  year period  commencing on the forty-sixth  (46th) day after the Closing Date on
  which the Warrant was granted and delivered to purchase up to the maximum number
  of shares of  Registrant's  Common  Stock  covered by the Warrant at a price per
  share equal to the closing bid of such Common  Stock on the  applicable  Closing
  Date.
  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:  February 7, 1997