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): September 27, 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 September 27, 2006, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
SONEX FILES MOTION TO DISMISS AMENDED INVESTOR LAWSUIT
ANNAPOLIS, MARYLAND, September 27, 2006 - SONEX RESEARCH, INC. (OTC SONX)
announced that it is seeking dismissal of an amended federal lawsuit filed in
August 2006 by a group of Pennsylvania investors. Their original lawsuit was
dismissed in July 2006 by the U.S. District Court for the Eastern District of
Pennsylvania for failure to meet the legal standard for bringing a valid
complaint under applicable federal and state securities laws. Last week Sonex
filed a Motion to Dismiss the refiled lawsuit for failure again to state claims
for relief as a matter of law.
The original 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, misrepresentations 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. The Investors sought the return of $175,000 in equity
investments made in Sonex during 2004. Sonex notes that 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, which motion was granted by the
Court on July 19, 2006. The Plaintiffs had 30 days to file an Amended Complaint.
The Amended Complaint restates the claims of the original lawsuit, cites
additional examples of alleged misrepresentations, and makes several allegations
concerning the involvement of former Sonex consultant James A. Rose, II, of
Arnold, Maryland, president of Global Equity Consultants, Inc. ("GECI"),
contending that Mr. Rose had authority to act on behalf of Sonex and his alleged
misrepresentations, in part, induced the Plaintiffs to invest. Despite such
allegations, the Amended Complaint does not name Mr. Rose or GECI as defendants.
Mr. Rose introduced Mr. Posey to Sonex and was then engaged by the Company in
February 2004 to provide financial advisory and other consulting services. As
described in previous news releases, the Company is currently engaged in
litigation with Mr. Rose.
It is the opinion of management that the Plaintiffs have attempted to
orchestrate a securities fraud claim to escape what they had come to perceive as
a downside investment. Like the original Complaint, Plaintiffs' Amended
Complaint collapses under the weight of the total mix of information and
cautionary statements available at the time of their investment. Moreover, while
the Amended Complaint contains admittedly more detail than the original
Complaint, the additional facts alleged still do not adequately plead intent to
deceive or loss causation for purposes of the applicable federal and state
securities laws.
Management believes that the Company will prevail again as it did when the
original lawsuit was dismissed. It is anticipated that the Court will decide
this motion prior to issuing any order concerning discovery on the merits of the
allegations of the Complaint.
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 Annual
Reports on Form 10-KSB for the years ended December 31, 2004 and 2005 primarily
because it lacks the financial resources to engage an independent registered
public accounting firm to conduct an audit of the related financial statements
and because it lacks the staffing to prepare the Forms 10-KSB due in large part
to the amount of time management has devoted and the amount of funds the Company
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.
September 27, 2006
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary