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): February 5, 2004
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 0-14465 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)
ITEM 5. - OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 5, 2004, the Registrant posted the following news announcement on
its website (www.sonexresearch.com):
SONEX ANNOUNCES CHANGES TO BOARD
ANNAPOLIS, MARYLAND, February 5, 2004 - SONEX RESEARCH, INC. (OTC BB: SONX)
announced several changes to its Board of Directors following the recent
resignation of three directors.
Named to the Board were Mr. Herbert J. Mitschele, Jr., a retired business owner
residing in New Jersey who is the largest individual holder of Sonex Common
Stock, and Mr. George E. Ponticas, the Company's Chief Financial Officer and
Secretary. The two new directors have been named to serve on an interim basis
until the Company conducts a search for permanent replacements. The Board of
Directors of the Company now is comprised of three members: Dr. Andrew A.
Pouring, Chief Executive Officer and founder of Sonex, Mr. Mitschele and Mr.
Ponticas. Sonex will seek to add individuals who have no current affiliation
with the Company in order to constitute a Board with a majority of independent
directors.
The Board members who resigned are Mr. Lawrence H. Hyde, a director since 1986,
and Mr. Charles C. McGettigan and Myron A. "Mike" Wick, III, directors since
1992. Mr. Hyde, who resigned this week, is a retired automotive industry
executive and a private investor who informed the Company that he plans to
devote more time to international business interests. Mr. McGettigan and Mr.
Wick, who resigned last week, indicated that other business responsibilities
preclude them from devoting further time to Sonex. Both are affiliated with the
Proactive et.al. investment group of affiliated entities and individuals, which
group is the largest beneficial owner of the Company's Common Stock and holder
of approximately 94% of the Company's convertible Preferred Stock.
The Preferred Stockholders, voting as a separate class, have the right to elect
that number of directors of the Company which represents a majority of the total
number of directors. As each of the directors who resigned was a Preferred Stock
director, both Mr. Mitschele and Mr. Ponticas were designated Preferred Stock
directors, while Dr. Pouring is a Common Stock director.
Contact: George E. Ponticas, CFO. Tel: 410-266-5556; email: sonex@erols.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 in response to forthcoming increases in
national vehicle fuel mileage standards. Additionally, independent third-party
testing has confirmed the potential of the SCS application for direct-injected
diesel engines to 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.
February 5, 2004
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer