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): July 21, 2006
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 July 21, 2006, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
COURT GRANTS SONEX MOTION TO DISMISS FEDERAL LAWSUIT
ANNAPOLIS, MARYLAND, July 21, 2006 - SONEX RESEARCH, INC. (OTC SONX) has learned
that on July 19, 2006 the U.S. District Court for the Eastern District of
Pennsylvania granted the Company's Motion to Dismiss a lawsuit filed by
investors seeking the return of $175,000 in equity investments made in Sonex
during 2004. The Court ruled that the Plaintiffs failed to state any of their
claims as a matter of law. The Plaintiffs have 30 days to file an Amended
Complaint if they can effectively do so in light of the Court's decision.
The Complaint was filed in February 2005 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 Complaint was
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 alleged misstatements and omissions, and was 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.
Mr. Majer is a former colleague of Mr. Posey.
In March 2005 Sonex filed its Motion to Dismiss the Complaint for failure to
state a cognizable claim as a matter of law. The Court, in its decision this
week, has agreed with Sonex that the Plaintiffs failed to meet the legal
standard for bringing a valid complaint under applicable federal and state
securities laws.
Sonex management continues to believe that, aside from failing to meet the legal
requirements, the claims in the Complaint were without merit, and that documents
supplied to the Plaintiffs fully disclosed the risks of an investment in Sonex.
Contact: George E. Ponticas, CFO, Sonex Research, Inc., tel: 410-266-5556,
email: george.ponticas@sonex-na.com, website: www.sonexresearch.com.
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 report, 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.
RISK FACTORS
Additional information regarding the risks faced by Sonex is provided in the
Company's periodic filings with the Securities and Exchange Commission (SEC)
under the heading "Risk Factors". Such filings are available upon request from
the Company or online in the SEC's EDGAR database at www.sec.gov. The Company,
however, is delinquent in its filings with the SEC. It has not filed its Annual
Reports on Form 10-KSB for the years ended December 31, 2004 and 2005 because it
lacks the financial resources to engage its independent accountants to conduct
audits of the December 31, 2004 and 2005 financial statements, and because it
lacks the staffing to prepare the Form 10-KSB itself due in large part to the
amount of time management has spent in responding to litigation. For the same
reasons, the Company has been unable to file its Quarterly Reports on Form
10-QSB for 2005 and 2006. The Company is unable to predict when it will be able
to make these filings and there can be no assurance that the filings will be
made at all. In addition, there can be no assurance that a public market for the
Company's Common Stock will continue to exist.
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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.
July 21, 2006
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary