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                         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): January 15, 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        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.  Subsequent Event
  
  In its Quarterly  Report on Form 10-Q for the quarterly  period ended  September
  30,  1996,  the Company  described a  contemplated  private  placement  (therein
  described  as the  "November  1996  Financing")  of $3.0  million of  non-voting
  subordinated  convertible debentures the closing of which was to be November 27,
  1996,  as to $2.0 million of such  debentures  and December 16, 1996,  as to the
  remaining $1.0 million of debentures. See Part I - "Financial Information", Item
  1 - "Financial Statements", footnote 6 and Item 2 - "Management's Discussion and
  Analysis of Financial  Condition and Results of Operations" - "General  Business
  Environment"  and "Liquidity and Capital  Resources" of said Quarterly Report on
  Form 10-Q.  Unanticipated events have caused a delay in the two stage closing of
  this  private  placement  as well as a change in the  identity of the  non-"U.S.
  Person" investor (as such term is defined under  Regulation S promulgated  under
  the Securities Act of 1933, as amended).
  
  Management believes the closings of the November 1996 Financing with substituted
  investors  will occur on or before  January  31, 1997 as to  $1,750,000  of such
  debentures and on or about March 31, 1997 as to $500,000 of such debentures.  In
  the event the first closing of the November 1996 Financing does not occur,  then
  Management  believes  available  funds will only be  sufficient  to sustain  the
  Company  through  the first  month of 1997  unless  additional  working  capital
  financing can be obtained.  There is no assurance any such additional  financing
  is or would become available.
  
  If the closings of the November  1996  Financing  do so occur,  then  Management
  believes that available cash and cash  anticipated from the exercise of warrants
  and options,  the funding  derived from  forecasted  technology  licensing fees,
  royalties and product  sales,  and  engineering  and  development  revenue,  the
  operating  cost savings from the  reduction in  employees,  and reduced  capital
  expenditures  together  with the cash  received by the Company from the November
  1996  Financing  while not  sufficient  to sustain  the  Company for the next 12
  months,  should be sufficient to sustain the Company's  anticipated future level
  of  operations  into the second  half of 1997.  However,  the period  during the
  second half of 1997 through  which it can be  sustained  is  dependent  upon the
  level of realization of funding from technology licensing fees and royalties and
  product sales and engineering and development revenue and the achievement of the
  operating cost savings from the events described above as well as the closing of
  such financing agreement, all of which are presently uncertain.
  
  There can be no  assurance  that  additional  funding  will be  provided  by the
  Company's efforts to raise additional  capital or by technology  licensing fees,
  royalties and product sales and  engineering and  development  revenue.  In that
  event, the Company would have to further and substantially cut back its level of
  operations in order to conserve  cash.  These  reductions  could have an adverse
  effect on the Company's  relations  with its strategic  partners and  customers.
  Uncertainty  exists with respect to the adequacy of current funds to support the
  Company's  activities  until positive cash flow from operations can be achieved,
  and with respect to the availability of financing from other sources to fund any
  cash deficiencies.
  
  
  
  <PAGE>
  
  
  Item 7.  Exhibits
  
  Exhibit No.       Description                                   Sequential Page
  
  1(a)              Agreement dated December 10, 1996, between
                    Noise Cancellation Technologies, Inc. and
                    Schwebel Capital Investments, Inc.
  
  1(b)              Agreement dated December 10, 1996, between
                    Noise Cancellation Technologies, Inc. and
                    Alexander Wescott and Co., Inc.
  
  4(a)              Form of Noise Cancellation Technologies, Inc.
                    8% Convertible Debenture due January 15, 2000.
                    Issued to Sage Capital Investments Limited.
  
  
  
  
  
  
  <PAGE>
  
  
  Item 9.  Sales of Equity Securities Pursuant to Regulation S
  
  (a) January 15, 1997.  Eight Percent (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due January 15, 2000 each in the principal  amount of fifty thousand
  dollars ($50,000) (the "Debentures").  Aggregate principal amount of two hundred
  fifty thousand dollars ($250,000.00).
  
  (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 - two hundred fifty  thousand  dollars  ($250,000.00).
  Total commissions - twenty-seven thousand five hundred dollars ($27,500.00).
  
  (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 $0.14 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:  January 27, 1997
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 10367}]
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": "97511033"}, "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: 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): January 15, 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        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.  Subsequent Event
  
  In its Quarterly  Report on Form 10-Q for the quarterly  period ended  September
  30,  1996,  the Company  described a  contemplated  private  placement  (therein
  described  as the  "November  1996  Financing")  of $3.0  million of  non-voting
  subordinated  convertible debentures the closing of which was to be November 27,
  1996,  as to $2.0 million of such  debentures  and December 16, 1996,  as to the
  remaining $1.0 million of debentures. See Part I - "Financial Information", Item
  1 - "Financial Statements", footnote 6 and Item 2 - "Management's Discussion and
  Analysis of Financial  Condition and Results of Operations" - "General  Business
  Environment"  and "Liquidity and Capital  Resources" of said Quarterly Report on
  Form 10-Q.  Unanticipated events have caused a delay in the two stage closing of
  this  private  placement  as well as a change in the  identity of the  non-"U.S.
  Person" investor (as such term is defined under  Regulation S promulgated  under
  the Securities Act of 1933, as amended).
  
  Management believes the closings of the November 1996 Financing with substituted
  investors  will occur on or before  January  31, 1997 as to  $1,750,000  of such
  debentures and on or about March 31, 1997 as to $500,000 of such debentures.  In
  the event the first closing of the November 1996 Financing does not occur,  then
  Management  believes  available  funds will only be  sufficient  to sustain  the
  Company  through  the first  month of 1997  unless  additional  working  capital
  financing can be obtained.  There is no assurance any such additional  financing
  is or would become available.
  
  If the closings of the November  1996  Financing  do so occur,  then  Management
  believes that available cash and cash  anticipated from the exercise of warrants
  and options,  the funding  derived from  forecasted  technology  licensing fees,
  royalties and product  sales,  and  engineering  and  development  revenue,  the
  operating  cost savings from the  reduction in  employees,  and reduced  capital
  expenditures  together  with the cash  received by the Company from the November
  1996  Financing  while not  sufficient  to sustain  the  Company for the next 12
  months,  should be sufficient to sustain the Company's  anticipated future level
  of  operations  into the second  half of 1997.  However,  the period  during the
  second half of 1997 through  which it can be  sustained  is  dependent  upon the
  level of realization of funding from technology licensing fees and royalties and
  product sales and engineering and development revenue and the achievement of the
  operating cost savings from the events described above as well as the closing of
  such financing agreement, all of which are presently uncertain.
  
  There can be no  assurance  that  additional  funding  will be  provided  by the
  Company's efforts to raise additional  capital or by technology  licensing fees,
  royalties and product sales and  engineering and  development  revenue.  In that
  event, the Company would have to further and substantially cut back its level of
  operations in order to conserve  cash.  These  reductions  could have an adverse
  effect on the Company's  relations  with its strategic  partners and  customers.
  Uncertainty  exists with respect to the adequacy of current funds to support the
  Company's  activities  until positive cash flow from operations can be achieved,
  and with respect to the availability of financing from other sources to fund any
  cash deficiencies.
  Item 7.  Exhibits
  
  Exhibit No.       Description                                   Sequential Page
  
  1(a)              Agreement dated December 10, 1996, between
                    Noise Cancellation Technologies, Inc. and
                    Schwebel Capital Investments, Inc.
  
  1(b)              Agreement dated December 10, 1996, between
                    Noise Cancellation Technologies, Inc. and
                    Alexander Wescott and Co., Inc.
  
  4(a)              Form of Noise Cancellation Technologies, Inc.
                    8% Convertible Debenture due January 15, 2000.
                    Issued to Sage Capital Investments Limited.
  Item 9.  Sales of Equity Securities Pursuant to Regulation S
  
  (a) January 15, 1997.  Eight Percent (8%)  Non-Voting  Subordinated  Convertible
  Debentures  Due January 15, 2000 each in the principal  amount of fifty thousand
  dollars ($50,000) (the "Debentures").  Aggregate principal amount of two hundred
  fifty thousand dollars ($250,000.00).
  
  (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 - two hundred fifty  thousand  dollars  ($250,000.00).
  Total commissions - twenty-seven thousand five hundred dollars ($27,500.00).
  
  (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 $0.14 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:  January 27, 1997