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): December 20, 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 8.01 - OTHER EVENTS
On December 22, 2004, the Registrant posted the following announcement on its
website (www.sonexresearch.com):
SONEX HOLDS ANNUAL SHAREHOLDER MEETING
ANNAPOLIS, MARYLAND, December 22, 2004 - SONEX RESEARCH, INC. (OTC BB: SONX), a
leader in the field of clean burn combustion technology, announced that its 2004
Annual Meeting of Shareholders was held on Monday, December 20, in Annapolis to
re-elect directors and to report on the latest developments at the Company.
Dr. Andrew A. Pouring, Chairman, CEO, President, and Chief Technical Officer,
informed shareholders of recent successes achieved in laboratory testing of the
Sonex combustion technologies. In particular, Dr. Pouring noted that results
under a project for the Defense Advanced Research Projects Agency (DARPA) have
exceeded his expectations following previous single cylinder feasibility studies
in terms of engine stability, control, and fuel consumption substantially lower
than the gasoline baseline engine. Under an agreement for prototyping with
DARPA, Sonex is developing a "heavy fuel" engine (HFE) combustion process for
potential Department of Defense (DoD) applications such as unmanned aerial
vehicles (UAVs). This project is sponsored by DARPA as a technology feasibility
demonstration of a means for lightweight piston engines to comply with a DoD
policy directive that mandates kerosene-based heavy fuel for all engines to
address performance, logistics and safety requirements. Part of DARPA's mission
is to sponsor revolutionary, high-payoff research that bridges the gap between
fundamental discoveries and their military use.
Under the DARPA agreement, Sonex has adapted a lightweight, six cylinder, 200 hp
gasoline automotive engine to a Sonex Combustion System (SCS) unthrottled,
direct fuel injection combustion process based on the Sonex Controlled
Auto-Ignition (SCAI) technology to run on JP5, military kerosene-based heavy
fuel. The SCAI process is enabled by a proprietary piston technology that
achieves in-cylinder chemical kinetics at a moderate compression ratio for auto
ignition of the JP5. The laboratory HFE features the proprietary Sonex pistons,
electronically controlled common rail fuel injection system and extensive
instrumentation.
In July 2004 Sonex was awarded an additional task to enhance the 6-cylinder HFE
to expand the performance range of the SCAI heavy fuel combustion process and
achieve higher power output. Michael I. Keller, a consultant who serves as the
Company's Director of Business Development and technical program manager,
reported that in anticipation of a 400 hp HFE requirement for a large UAV being
developed by DARPA, Sonex has initiated discussions with high performance engine
component suppliers. Achievement by Sonex in the near future of a technical
readiness demonstration is expected to form the basis for in-depth discussions
with DARPA and its UAV prime contractor for proposals for follow-on work. In
addition, outcomes from the DARPA program could validate the sparkless SCAI
process for in-cylinder control of ignition and combustion that could be applied
later to a direct injection gasoline powered version for use in automobiles to
achieve better fuel economy.
Dr. Pouring also commented on other SCS technology developments, including the
Low Soot Diesel Design (LSDD) pistons for soot and oxides of nitrogen (NOx)
reductions in standard direct injection diesel engines at high compression
ratios, and lightweight, spark-ignited, two-stroke, HFEs for use in DoD
applications such as small UAVs.
Mr. Keller also reported on proposed language in a national energy bill to be
addressed by Congress in 2005 which potentially could provide an impetus to
Sonex efforts to interest the automotive industry in the SCAI application for
improved fuel mileage in conventional gasoline and newer hybrid vehicles.
George E. Ponticas, CFO and Secretary of Sonex, reviewed a number of
organizational changes during 2004. Following the resignation of the three
outside members of its Board of Directors at the beginning of the year, Roger D.
Posey was named president in February, and was named CEO in July, with a plan to
develop, raise capital for, and implement an updated business plan, the primary
goal of which was to transition Sonex from a research and development company
into a technology and manufacturing enterprise. Mr. Ponticas acknowledged,
however, that the desired objectives were not achieved, as the Company did not
raise the capital to complete and implement the updated business plan, and that
Mr. Posey left the Company in October.
Mr. Ponticas, noting that the Company's Board of Directors now consists only of
Dr. Pouring and himself, stated management's intention to add to the Board one
or more qualified individuals who have no current affiliation with the Company
towards a goal of constituting a Board with a majority of independent directors.
Dr. Pouring also stressed that the Company needs to secure capital to meet the
challenges still facing the Company, such as demonstrating that its LSDD pistons
can be produced in high volume using existing piston manufacturing processes,
and to permit Sonex to complete product development and participate in teaming
arrangements with defense firms for the marketing of SCS HFEs.
As to the business portion of the Annual Meeting, holders of the Company's
Preferred Stock re-elected Mr. Ponticas, a current member of the Board, to serve
as a Class I Preferred Stock director for a term ending at the Annual Meeting in
2005 or until his successor has been elected and qualified. The Board of
Directors had nominated Dr. Pouring to serve as a Class III Common Stock
director for a term ending at the Annual Meeting in 2007; however, the Company
did not receive a sufficient number of votes to achieve a quorum for the conduct
of business for its Common Stock. Dr. Pouring will continue to serve as a
director but will need to be re-nominated by the Board for election at the next
shareholder meeting at which directors are elected. Of the votes received,
approximately 97% were voted in favor of the re-election of Dr. Pouring as a
Class III Common Stock director.
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.
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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.
December 22, 2004
SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
----------------------
George E. Ponticas
Chief Financial Officer and Secretary