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): March 11, 2005
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 000-14465 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 - OTHER EVENTS
Sonex Research, Inc. has retained legal counsel to prepare a response to a
Complaint filed on February 9, 2005 in the U.S. District Court for the Eastern
District of Pennsylvania by investors seeking the return of $175,000 in equity
investments made in Sonex during 2004 plus unspecified compensatory and punitive
damages. The Company, which continues to experience cash flow problems, has also
arranged for the extension of the due dates of various loans from shareholders,
obtained additional short-term loans, and is receiving the continued services by
its officers and a key consultant who are deferring compensation, through the
grant of security interests in its patents.
The Complaint was filed by Bruce W. Majer of Plymouth Meeting, PA, Allen W.
Fortna of Whitehall, PA, and the Hermitage Partnership of Philadelphia, PA
(together, referred to as the "Investors"). The Investors purchased a total of
700,000 shares of the Company's common stock at $.25 per share and warrants to
purchase an additional 700,000 shares exercisable at $.25 per share. The
Complaint is an action for federal and state securities fraud, common law fraud,
and related claims by the Investors who believe they were induced to purchase
securities based on a series of false and misleading statements, and is filed
against Sonex, its former President, CEO and director Roger D. Posey, former
director Jim Z.I. Williams, current CFO, Secretary and director George E.
Ponticas, and Dr. Andrew A. Pouring, current Sonex Chairman of the Board, CEO
and President.
In the Company's Form 8-K filed with the SEC last month, Dr. Pouring and Mr.
Ponticas, who comprise the current management and Board of Directors of Sonex,
indicated their belief that many aspects of the claims in the Complaint are
without merit and that the issuance of the securities to the Investors was made
in accordance with applicable federal and state securities laws.
A response to the Complaint is expected to be filed before the end of March
2005. In securing legal representation, the Company was required to remit a cash
retainer of $12,000. Dr. Pouring and Mr. Ponticas each made loans to the Company
of $5,000 to provide sufficient funds for the retainer. The acceptance of the
two loans has been incorporated into agreements granting first and second
security interests in the Company's patents applicable primarily to a recent
shareholder loan, compensation being deferred with respect to services provided
on an ongoing and forward basis by Dr. Pouring, Mr. Ponticas and the consultant
who serves as the Company's Director of Business Development and technical
program manager; other past due notes payable to shareholders; unpaid
compensation for past services; and Company credit card and equipment lease
obligations personally guaranteed by Dr. Pouring.
The Company continues to seek additional capital to fund its operations. Its
prospects are dependent upon its ability to enter into significant funded
contracts for the further development of its technology, establish joint
ventures or strategic partnerships with major industrial concerns, or secure a
major capital infusion. There is no assurance that the Company will be able to
achieve these objectives; therefore, there still remains substantial doubt about
the Company's ability to continue as a going concern.
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.
March 11, 2005
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary