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):  November 3, 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, 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.
  
        The  following  transactions  were  reported  previously  in  Note  6 --
  Subsequent  Events -- of the  notes to the  condensed  consolidated  financial
  statements  (unaudited) in the Company's Quarterly Report on Form 10-Q for the
  quarter ended September 30, 1997 (the "Third Quarter 10-Q").
  
       Between  October 28, 1997 and November 13, 1997, the Company entered into a
  series of  subscription  agreements (the  "Subscription  Agreements") to sell an
  aggregate  amount  of  $13.3  million  of the  Company's  Series  C  Convertible
  Preferred  Stock (the  "Preferred  Stock") in a private  placement  pursuant  to
  Regulation D of the Securities Act to 32 unrelated  accredited investors through
  two  dealers  (the  "1997  Preferred  Stock  Private  Placement").  Subscription
  Agreements totalling $11.3 million have been received and accepted by the Comany
  through  November 13, 1997.  Of the total  Preferred  Stock  Offering,  sales of
  Preferred  Stock in the  aggregate  amount of $6.1 million were  completed as of
  November 13, 1997, with the balance of the sales in the aggregate amount of $7.2
  million  scheduled  to  be  completed  by  November  18,  1997.   Assuming  such
  completion,  the  aggregate  net  proceeds to the Company of the 1997  Preferred
  Stock  Private  Placement  are  estimated  at $11.9  million.  Each share of the
  Preferred  Stock has a par  value of $.10 per  share  and a stated  value of one
  thousand  dollars ($1,000) with an accretion rate of four percent (4%) per annum
  on the stated value.  Each share of Preferred  Stock is  convertible  into fully
  paid and  nonassessable  shares of the Company's common stock subject to certain
  limitations.  Under the terms of the  Subscription  Agreements  the  Company  is
  required to file a registration statement ("Registration Statement") on Form S-3
  covering the resale of all shares of common stock of the Company  issuable  upon
  conversion of the Preferred Stock then outstanding  within sixty (60) days after
  the first Closing of the 1997 Preferred Stock Private  Placement.  The shares of
  Preferred  Stock  become  convertible  into  shares of common  stock at any time
  commencing  after the  earlier  of (i) the  effective  date of the  Registration
  Statement; or (ii) ninety (90) days after the date of filing of the Registration
  Statement.  Each share of Preferred Stock is convertible into a number of shares
  of common stock of the Company as determined  in  accordance  with the following
  formula (the "Conversion Formula"):
  
  <PAGE>
  
                                [(.04) x (N/365) x (1,000)] + 1,000
                                          Conversion Price
  
        where
  
              N  =        the number of days between (i) the closing date of the
                          Preferred Stock being converted, and (ii) the
                          conversion date thereof.
  
              Conversion
              Price  =    the  lesser  of (x) 120% of the  five (5) day  average
                          closing bid Price  of  common  stock   immediately
                          prior  to  the closing date of the  Preferred  Stock
                          being  converted or (y) 20% below the five (5) day
                          average  closing bid price  of  common  stock
                          immediately  prior  to  the conversion date thereof.
  
              Closing
              Date  =     the  date  of  the   closing   as  set  forth  in  the
                          subscription agreement pertaining to the Preferred
                          Stock being converted.
  
        The  conversion  terms of the  Preferred  Stock also  provide that in no
  event  shall the  average  closing  bid price  referred  to in the  Conversion
  Formula  be less than  $0.625 per share and in no event  shall the  Company be
  obligated  to issue more than  26,000,000  shares of its  common  stock in the
  aggregate in connection  with the  conversion of the  Preferred  Stock.  Under
  the terms of the  Subscription  Agreement  the  Company  may be  subject  to a
  penalty if the  Registration  Statement is not declared  effective  within one
  hundred twenty (120) days after the first closing of any  incremental  portion
  of the offering of Preferred  Stock,  such penalty to be in an amount equal to
  one and  one  half  percent  (1.5%)  per  month  of the  aggregate  amount  of
  Preferred  Stock sold in the offering up to a maximum of ten percent  (10%) of
  such aggregate  amount.  The  Subscription  Agreements also provide that for a
  period  commencing on the date of the signing of the  Subscription  Agreements
  and ending  ninety  (90) days after the  closing of the  offering  the Company
  will be  prohibited  from  issuing  any debt or equity  securities  other than
  Preferred  Stock,  and that the  Corporation  will be required to make certain
  payments in the event of its failure to effect  conversion  in a timely manner
  or in the event it fails to reserve sufficient  authorized but unissued common
  stock for issuance upon conversion of the Preferred Stock.
  
        The following are condensed  consolidated  balance sheets (unaudited) of
  the Company and its  subsidiaries  as of  September  30, 1997,  as  previously
  filed in the Third Quarter 10-Q,  and as of November 13, 1997,  reflecting the
  transactions  noted  above.  The  presentation  in  the  balance  sheet  as of
  November 13, 1997, is consistent  with the  presentation  in the balance sheet
  as of  September  30,  1997.  In the opinion of  management,  all  adjustments
  (consisting of normal recurring  accruals and certain  adjustments to reserves
  and  allowances)  considered  necessary  for a  fair  presentation  have  been
  included.  This balance sheet should be read in conjunction with the condensed
  consolidated  financial statements (unaudited) and the notes thereto contained
  in  the  Company's Quarterly Report on Form 10-Q for the quarter ended 
  September 30, 1997.   For  further   information,   refer  to  the
  consolidated  financial  statements  and the  notes  thereto  included  in the
  Company's  Annual Report on Form 10-K for the year ended December 31, 1996, as
  amended.
  
  
  <PAGE>
  
  NOISE CANCELLATION TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  (Unaudited)
  
                                                         (Thousands of dollars)
  
                                                  September 30,     November 13,
                                                      1997             1997
                                                  _____________     ____________
        ASSETS:
  Current Assets:
    Cash and cash equivalents                     $    1,038        $   6,179
    Accounts receivable:
     Trade:
       Technology license fees and royalties      $      210        $     210
       Joint Ventures and affiliates                      21               21
       Other                                             630              510
     Unbilled                                              7               17
     Allowance for doubtful accounts                    (124)            (124)
                                                  ___________      __________
        Total accounts receivable                 $      744        $     634
  
    Inventories, net of reserves                       1,350            1,146
    Other current assets                                  35               (6)
                                                  ___________      __________
  
        Total current assets                      $    3,167       $    7,953
  
  Property and equipment, net                          1,466            1,332
  Patent rights and other intangibles, net             1,572            1,544
  Other assets                                            49               51
                                                  __________       __________
                                                  $    6,254       $   10,880
                                                  ==========       ==========
   
       LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
    Accounts payable                              $    2,383       $    1,838
    Accrued expenses                                     981            1,085
    Accrued payroll, taxes and related expenses          427              484
    Customers' advances                                   87                3
                                                  ----------       ----------
        Total current liabilities                 $    3,878       $    3,410
                                                  ----------       ----------
  
  Commitments and contingencies
  
        STOCKHOLDERS' EQUITY
  Preferred stock, $.10 par value, 10,000,000 
    shares authorized    
    11,250 issued as of November 13, 1997         $        -       $        1
  Common stock, $.01 par value, 185,000,000 
    shares authorized, issued and outstanding
    132,214,081 and 132,842,791 shares, 
    respectively                                  $    1,312       $    1,319
  Additional paid-in-capital                          89,804          100,925
  Accumulated deficit                                (88,851)         (90,371)
  Cumulative translation adjustment                      116              185
  Common stock subscriptions receivable                   (5)          (4,589)
                                                  ----------       ----------
     Total stockholders' equity                   $    2,376       $    7,470
                                                  ----------       ----------
                                                  $    6,254       $   10,880
                                                  ==========       ==========
  <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/ CY E. HAMMOND
                                            Senior Vice President,
                                            Chief Financial Officer
  
  Dated:  November 14, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 11462}]
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": "97722288"}, "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):  November 3, 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, 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.
  
        The  following  transactions  were  reported  previously  in  Note  6 --
  Subsequent  Events -- of the  notes to the  condensed  consolidated  financial
  statements  (unaudited) in the Company's Quarterly Report on Form 10-Q for the
  quarter ended September 30, 1997 (the "Third Quarter 10-Q").
  
       Between  October 28, 1997 and November 13, 1997, the Company entered into a
  series of  subscription  agreements (the  "Subscription  Agreements") to sell an
  aggregate  amount  of  $13.3  million  of the  Company's  Series  C  Convertible
  Preferred  Stock (the  "Preferred  Stock") in a private  placement  pursuant  to
  Regulation D of the Securities Act to 32 unrelated  accredited investors through
  two  dealers  (the  "1997  Preferred  Stock  Private  Placement").  Subscription
  Agreements totalling $11.3 million have been received and accepted by the Comany
  through  November 13, 1997.  Of the total  Preferred  Stock  Offering,  sales of
  Preferred  Stock in the  aggregate  amount of $6.1 million were  completed as of
  November 13, 1997, with the balance of the sales in the aggregate amount of $7.2
  million  scheduled  to  be  completed  by  November  18,  1997.   Assuming  such
  completion,  the  aggregate  net  proceeds to the Company of the 1997  Preferred
  Stock  Private  Placement  are  estimated  at $11.9  million.  Each share of the
  Preferred  Stock has a par  value of $.10 per  share  and a stated  value of one
  thousand  dollars ($1,000) with an accretion rate of four percent (4%) per annum
  on the stated value.  Each share of Preferred  Stock is  convertible  into fully
  paid and  nonassessable  shares of the Company's common stock subject to certain
  limitations.  Under the terms of the  Subscription  Agreements  the  Company  is
  required to file a registration statement ("Registration Statement") on Form S-3
  covering the resale of all shares of common stock of the Company  issuable  upon
  conversion of the Preferred Stock then outstanding  within sixty (60) days after
  the first Closing of the 1997 Preferred Stock Private  Placement.  The shares of
  Preferred  Stock  become  convertible  into  shares of common  stock at any time
  commencing  after the  earlier  of (i) the  effective  date of the  Registration
  Statement; or (ii) ninety (90) days after the date of filing of the Registration
  Statement.  Each share of Preferred Stock is convertible into a number of shares
  of common stock of the Company as determined  in  accordance  with the following
  formula (the "Conversion Formula"):
  [(.04) x (N/365) x (1,000)] + 1,000
                                          Conversion Price
  
        where
  
              N  =        the number of days between (i) the closing date of the
                          Preferred Stock being converted, and (ii) the
                          conversion date thereof.
  
              Conversion
              Price  =    the  lesser  of (x) 120% of the  five (5) day  average
                          closing bid Price  of  common  stock   immediately
                          prior  to  the closing date of the  Preferred  Stock
                          being  converted or (y) 20% below the five (5) day
                          average  closing bid price  of  common  stock
                          immediately  prior  to  the conversion date thereof.
  
              Closing
              Date  =     the  date  of  the   closing   as  set  forth  in  the
                          subscription agreement pertaining to the Preferred
                          Stock being converted.
  
        The  conversion  terms of the  Preferred  Stock also  provide that in no
  event  shall the  average  closing  bid price  referred  to in the  Conversion
  Formula  be less than  $0.625 per share and in no event  shall the  Company be
  obligated  to issue more than  26,000,000  shares of its  common  stock in the
  aggregate in connection  with the  conversion of the  Preferred  Stock.  Under
  the terms of the  Subscription  Agreement  the  Company  may be  subject  to a
  penalty if the  Registration  Statement is not declared  effective  within one
  hundred twenty (120) days after the first closing of any  incremental  portion
  of the offering of Preferred  Stock,  such penalty to be in an amount equal to
  one and  one  half  percent  (1.5%)  per  month  of the  aggregate  amount  of
  Preferred  Stock sold in the offering up to a maximum of ten percent  (10%) of
  such aggregate  amount.  The  Subscription  Agreements also provide that for a
  period  commencing on the date of the signing of the  Subscription  Agreements
  and ending  ninety  (90) days after the  closing of the  offering  the Company
  will be  prohibited  from  issuing  any debt or equity  securities  other than
  Preferred  Stock,  and that the  Corporation  will be required to make certain
  payments in the event of its failure to effect  conversion  in a timely manner
  or in the event it fails to reserve sufficient  authorized but unissued common
  stock for issuance upon conversion of the Preferred Stock.
  
        The following are condensed  consolidated  balance sheets (unaudited) of
  the Company and its  subsidiaries  as of  September  30, 1997,  as  previously
  filed in the Third Quarter 10-Q,  and as of November 13, 1997,  reflecting the
  transactions  noted  above.  The  presentation  in  the  balance  sheet  as of
  November 13, 1997, is consistent  with the  presentation  in the balance sheet
  as of  September  30,  1997.  In the opinion of  management,  all  adjustments
  (consisting of normal recurring  accruals and certain  adjustments to reserves
  and  allowances)  considered  necessary  for a  fair  presentation  have  been
  included.  This balance sheet should be read in conjunction with the condensed
  consolidated  financial statements (unaudited) and the notes thereto contained
  in  the  Company's Quarterly Report on Form 10-Q for the quarter ended 
  September 30, 1997.   For  further   information,   refer  to  the
  consolidated  financial  statements  and the  notes  thereto  included  in the
  Company's  Annual Report on Form 10-K for the year ended December 31, 1996, as
  amended.
  NOISE CANCELLATION TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  (Unaudited)
  
                                                         (Thousands of dollars)
  
                                                  September 30,     November 13,
                                                      1997             1997
                                                  _____________     ____________
        ASSETS:
  Current Assets:
    Cash and cash equivalents                     $    1,038        $   6,179
    Accounts receivable:
     Trade:
       Technology license fees and royalties      $      210        $     210
       Joint Ventures and affiliates                      21               21
       Other                                             630              510
     Unbilled                                              7               17
     Allowance for doubtful accounts                    (124)            (124)
                                                  ___________      __________
        Total accounts receivable                 $      744        $     634
  
    Inventories, net of reserves                       1,350            1,146
    Other current assets                                  35               (6)
                                                  ___________      __________
  
        Total current assets                      $    3,167       $    7,953
  
  Property and equipment, net                          1,466            1,332
  Patent rights and other intangibles, net             1,572            1,544
  Other assets                                            49               51
                                                  __________       __________
                                                  $    6,254       $   10,880
                                                  ==========       ==========
   
       LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
    Accounts payable                              $    2,383       $    1,838
    Accrued expenses                                     981            1,085
    Accrued payroll, taxes and related expenses          427              484
    Customers' advances                                   87                3
                                                  ----------       ----------
        Total current liabilities                 $    3,878       $    3,410
                                                  ----------       ----------
  
  Commitments and contingencies
  
        STOCKHOLDERS' EQUITY
  Preferred stock, $.10 par value, 10,000,000 
    shares authorized    
    11,250 issued as of November 13, 1997         $        -       $        1
  Common stock, $.01 par value, 185,000,000 
    shares authorized, issued and outstanding
    132,214,081 and 132,842,791 shares, 
    respectively                                  $    1,312       $    1,319
  Additional paid-in-capital                          89,804          100,925
  Accumulated deficit                                (88,851)         (90,371)
  Cumulative translation adjustment                      116              185
  Common stock subscriptions receivable                   (5)          (4,589)
                                                  ----------       ----------
     Total stockholders' equity                   $    2,376       $    7,470
                                                  ----------       ----------
                                                  $    6,254       $   10,880
                                                  ==========       ==========
  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/ CY E. HAMMOND
                                            Senior Vice President,
                                            Chief Financial Officer
  
  Dated:  November 14, 1997