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): April 28, 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
On April 28, 2005, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
LAWSUIT AGAINST SONEX TO GO TO MEDIATION
ANNAPOLIS, MARYLAND, April 28, 2005 - SONEX RESEARCH, INC. (OTC BB: SONX), a
leader in the field of combustion technology, announced that an investor lawsuit
which the Company had sought to be dismissed is headed for mediation.
The Complaint, filed in February 2005 in the U.S. District Court for the Eastern
District of Pennsylvania 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"), seeks the return of $175,000 in
equity investments made in Sonex during 2004 plus unspecified compensatory and
punitive damages. In late March Sonex filed a Motion to Dismiss the Complaint by
the Investors for failure to state a cognizable claim as a matter of law and
for lack of jurisdiction over the Company's current officers. Sonex management
continues to believe that, aside from failing to meet the legal requirements,
most aspects of the claims in the Complaint are without merit.
In an initial scheduling conference this week, the Court declined to issue a
scheduling order because of the pending Motion to Dismiss, and referred the case
to a magistrate judge for early mediation to take place sometime after May 6,
2005. Mediation is a conference before a judge, who will try to get the parties
to resolve the case. It is anticipated that the Court will not review the Motion
to Dismiss unless the mediation process does not lead to a settlement.
Accordingly, discovery on the merits of the allegations of the Complaint will
be deferred.
About Sonex
Sonex Research, Inc., a leader in the field of combustion technology, is
developing its patented Sonex Combustion System (SCS) piston-based technology
for in-cylinder control of ignition and combustion, designed to increase fuel
mileage and reduce emissions of internal combustion engines. Sonex plans to
complete development, commercialize and market its Sonex Controlled Auto
Ignition (SCAI) combustion process to the automotive industry to improve fuel
efficiency of gasoline powered vehicles. Additionally, independent third-party
testing has confirmed the potential of the SCS application for direct-injected
diesel engines to significantly reduce harmful soot in-cylinder without
increasing fuel consumption. Other SCS designs are being used to convert
gasoline engines of various sizes to operate on safer, diesel-type "heavy fuels"
for use in military and commercial applications requiring light weight and safe
handling and storage of fuel, such as in UAVs (unmanned aerial vehicles).
Caution Regarding Forward-Looking Statements
"Forward-looking" statements contained in this announcement, as well as all
publicly disseminated material about the Company, are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Act. Such statements are
based on current expectations, estimates, projections and assumptions by
management with respect to matters such as commercial acceptance of the SCS
technology, the impact of competition, and the Company's financial condition or
results of operations. Readers are cautioned that such statements are not
guarantees of future performance and involve risks and uncertainties that could
cause actual results to differ materially from those expressed in any such
forward-looking statements. Additional information regarding the risks faced by
Sonex is provided in the Company's periodic filings with the Securities and
Exchange Commission under the heading "Risk Factors". Such filings are available
upon request from the Company or 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.
April 28, 2005
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary