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): June 22, 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 June 22, 2006, the Registrant issued the following announcement over the
newswire and posted it on its website (www.sonexresearch.com):
SONEX SIGNS LETTER OF INTENT FOR UAV HEAVY FUEL ENGINE TECHNOLOGY LICENSE
ANNAPOLIS, MARYLAND, June 22, 2006 - SONEX RESEARCH, INC. (OTC SONX), a leader
in the field of combustion technology, announced that it has signed a Letter of
Intent (LOI) with a producer of unmanned aerial vehicles (UAVs) pursuant to
which the parties have expressed an intention to complete negotiations for and
conclude a technology licensing agreement by the end of the summer. The LOI
contemplates an exclusive license for a part of the patented Sonex Combustion
System (SCS) heavy fuel engine (HFE) technology applicable to a certain size
range of small engines. While Sonex must caution that the definitive licensing
agreement has not yet been finalized, it has received a non-refundable deposit
of $25,000 towards future royalties as part of the LOI. The LOI contains
confidentiality provisions that preclude the disclosure of the customer's name
and further details of the relationship at this time. Both parties will release
a joint statement upon completion of the agreement including the terms of the
joint activities.
The Department of Defense (DoD) now requires engines used in UAVs and other
military applications for which gasoline storage and use are undesirable, to
operate on less volatile, heavy fuels to reduce the hazard associated with
gasoline. Sonex has established a viable HFE technology baseline by applying its
patented SCS modified combustion chamber design and proprietary starting system
to the conversion of lightweight, spark-ignited (SI), two-stroke gasoline
engines for use in military applications such as UAVs to start and operate with
reduced fuel consumption and low smoke on kerosene-based heavy fuels JP-5, JP-8
and D-2 diesel (with lubricant additive) while retaining the ignition precision
of the SI process. The SCS process for two-stroke engines achieves in-cylinder
control of ignition and combustion through the chemical/turbulent enhancement of
combustion via combustion chamber modifications that change the chemical
characteristics and fuel disbursement characteristics within the combustion
chamber.
Sonex has previously announced two agreements with this unnamed customer, the
first in October 2005 worth approximately $113,000 to develop a combustion
system to convert the small, two-stroke, SI gasoline engine used in one of the
customer's production UAVs to heavy fuel operation. Following the successful
demonstration to the customer in February 2006 of a "Proof of Concept"
laboratory SCS HFETM prototype operating on JP-5 heavy fuel, the Company
announced the award in March 2006 of a follow-on Phase 2 project worth
approximately $235,000 to develop, fabricate and qualify pre-production, flight
ready SCS HFEsTM. Phase 2 is expected to be completed this summer, following
which the parties plan to undertake additional phases for SCS HFETM flight
certification testing and production introduction.
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.
June 22, 2006
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary