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): November 22, 2004
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 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On November 22, 2004, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
SONEX ANNOUNCES DIRECTOR RESIGNATION AND
SETS DATE FOR 2004 SHAREHOLDER MEETING
ANNAPOLIS, MARYLAND, November 22, 2004 - SONEX RESEARCH, INC. (OTC BB: SONX), a
leader in the field of clean burn combustion technology, announced today that
Mr. Jim Z.I. Williams has resigned from its Board of Directors. Mr. Williams,
who became a director in April 2004, agreed with the remaining members of the
Board that his resignation would serve the best interest of the Company. Dr.
Andrew A. Pouring, the Company's Chairman, stated that the Board has yet to fill
the vacancy, but will seek to add one or more qualified individuals who have no
current affiliation with the Company in order to constitute a Board with a
majority of independent directors.
The Company also announced that it would hold its 2004 Annual Meeting of
Shareholders on Monday, December 20, 2004 at 10:00 a.m. at the Hampton Inn &
Suites in Annapolis, Maryland. Further details will be posted to the Company's
website. Proxy materials will be mailed early in December.
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 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.
###
ITEM 8.01 - OTHER EVENTS
As described in Item 5.02, the Registrant posted news on its website
(www.sonexresearch.com) that it would hold its 2004 Annual Meeting of
Shareholders on Monday, December 20, 2004 at 10:00 a.m. at the Hampton Inn &
Suites in Annapolis, Maryland. The Registrant stated that further details will
be posted to its website and that proxy materials will be mailed early in
December.
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.
November 22, 2004
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary