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): May 28, 2002
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)
ITEM 5. - OTHER EVENTS
On May 28, 2002, Sonex Research, Inc. (the "Company") posted the
following notice to shareholders on its website (www.sonexresearch.com):
COMPANY RESPONDS TO DECLINE IN STOCK PRICE;
CEO EXPRESSES CONFIDENCE IN PROSPECTS
Annapolis, Maryland
May 28, 2002
To the Shareholders of SONEX RESEARCH, INC. (OTC BB: SONX):
In light of the sudden decline in our stock price at the end of last week, I
wanted to inform you that there have been no recent adverse developments at
Sonex and that management remains confident in the Company's prospects. In fact,
both our CFO, George E. Ponticas, and I acquired more Sonex shares in the
Company's most recent private financing at the end of March 2002, and we are
continuing to defer payment of significant portions of our current wages to
reduce the Company's cash flow requirements.
The Company has high expectations of being awarded a significant contract in the
near future for SCS heavy fuel engine development. Feedback to date has been
positive on our proposal for conversion of an automotive gasoline engine to
operate on diesel-type heavy fuel for application in a large UAV (unmanned
aerial vehicle) for the military.
We also believe the prospects are good for a potential subcontract award to
Sonex for an effort relating to a vehicular diesel engine application being
developed in conjunction with a commercial partner. For its part in this
proposed program, Sonex would work on a state-of-the-art, multi-cylinder,
automotive diesel engine to apply our SCRI combustion process. A successful
result from this proposed government funded program would provide SCRI data on a
multi-cylinder diesel engine for presentation to any engine manufacturer without
being subject to the confidentiality restrictions that exist in our commercial
development programs.
This month the Company engaged the services of a professional investor relations
and financial communications firm to develop, implement and maintain an ongoing
program to increase the investment community's awareness of Sonex activities.
Shortly, we will provide details on this new relationship, including contact
information and a website address.
I remain very optimistic about the commercial prospects for the Sonex combustion
technologies. The Company will continue to seek the resources and commercial
partners necessary to complete development work.
I wish to thank our shareholders for your continued support and patience.
Very truly yours,
Andrew A. Pouring, D.Eng.
Chief Executive Officer
**********************
Sonex Research, Inc., a leader in the field of combustion technology, has its
SCS technology protected by numerous patents issued and pending worldwide. The
Company is pursuing licensing agreements for the marketing, manufacture and sale
of diesel truck engine pistons incorporating its patented technology for the
reduction of emissions in vehicular direct injected turbocharged diesel engines,
and has conducted demonstration and development programs with some of the
world's largest diesel engine manufacturers. Other SCS designs are being used to
convert small gasoline engines to heavy fuel use for military and commercial
applications.
Caution Regarding Forward-Looking Statements
This announcement, as well as all publicly disseminated material about the
Company, contains information in the form of "forward-looking" statements within
the meaning of the Private Securities Litigation Act of 1995 (the "Act"). Such
statements are based on current expectations, estimates, projections and
assumptions by management with respect to, among other things, trends affecting
the Company's financial condition or results of operations and the impact of
competition. Such statements are not guarantees of future performance and
involve risks and uncertainties, all of which are difficult to predict and many
of which are beyond the control of the Company. In order to obtain the benefits
of the "safe harbor" provisions of the Act for any such forward-looking
statements, the Company cautions shareholders, investors and prospective
investors about significant factors which, among other things, have in some
cases affected the Company's actual results and are in the future likely to
affect the Company's actual results and cause them to differ materially from
those expressed in any such forward-looking statements. Accordingly, readers are
cautioned not to place undue reliance on such forward-looking statements.
Shareholders, investors and prospective investors should read this announcement
in conjunction with the Company's most recent Annual Report on Form 10-KSB,
Quarterly Report on Form 10-QSB, and other filings with the Securities and
Exchange Commission available online in the EDGAR database at www.sec.gov.
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.
May 28, 2002
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer