News out on NCTI- gaining 60$ of PCTU.
Wednesday September 13, 10:27 am Eastern Time
Press Release
NCTI Subsidiary Licenses Technology to Pro Tech in Exchange for 60% of Pro Tech Common Stock Worth $15.5 Million At Current Market Value
WESTPORT, Conn.--(BUSINESS WIRE)--Sept. 13, 2000--NCT Group, Inc. (OTCBB: NCTI - news) today announced that its subsidiary NCT Hearing Products, Inc. has granted an exclusive license to Pro Tech Communications, Inc. (OTCBB: PCTU - news) for rights to certain NCTI technologies for use in lightweight cellular, multimedia and telephony headsets. In consideration for this license, NCTI has received 60% of Pro Tech's common stock with a current market value of approximately $15.5 million, based on yesterday's closing price. NCTI technologies included in the license are NoiseBuster® active noise reduction and ClearSpeech® noise and echo cancellation.
Pro Tech currently sells high quality, lightweight headsets to high-profile users, among them the NASA space program and McDonald's. Pro Tech founder Keith Larkin previously founded Plantronics and ACS Wireless (now owned by GN Netcom), two of the world's leading telephone headset companies with approximate combined sales of $400 million. Pro Tech, with its current innovative product offerings and planned products incorporating NCTI's advanced technologies, is poised to offer differentiating features such as noise cancellation that are expected to capture the attention of this growing market.
``Working with NCT will allow us to grow our business through the expansion of our current product lines and the creation of new ones,'' said Richard Hennessey, president, Pro Tech. ``We look forward to providing the lightweight communications headset market with the technological advances available in other markets.''
Keith Larkin, chairman and CEO, Pro Tech, added, ``It is not often that you can bring breakthrough technology into an established market and transform that market. Our relationship with NCT affords us that opportunity and we believe that NCT technology gives Pro Tech a major competitive advantage.''
The present annual market for all applications of communications headsets is estimated to be in excess of $700 million. The market for telephone headsets is continually growing with the proliferation of telemarketing and call centers. Industries where call centers are prevalent include airlines and hotels (reservation agents), computers (tech support), financial trading, retail catalogs and emergency services. As multimedia computer applications such as voice recognition become more widely used by businesses and consumers, so too will the use of multimedia headsets. The market for cellular telephone headsets is expected to grow as further information becomes available about the health threats of placing a cellular phone to one's ear. The U.S. Food and Drug Administration recently announced that it will supervise an industry-funded research project to examine whether cellular phone users may be harmed by the energy emitted by the devices.
``This is a timely and highly strategic arrangement for both companies,'' said Michael J. Parrella, chairman and CEO, NCTI. ``Bringing together Pro Tech's exceptional product knowledge and market reputation with NCT's technical expertise creates a winning combination that is sure to result in Pro Tech's getting its fair share of the rapidly-growing lightweight headset market.''
Pro Tech will be responsible for all product development, sales and marketing efforts in the designated markets. NCT Hearing will continue to develop technology and products for its other markets of interest including consumer audio, safety, two-way radio and hearing aids.
About Pro Tech Communications, Inc.
Pro Tech Communications, Inc. designs, develops and manufactures headsets and new audio technologies for applications in fast-food, telephone and with the National Aeronautical Space Administration (NASA). It currently has marketing and strategic agreements with the McDonald's Corporation and The Boeing Company. For more information, refer to the Company's World Wide Web site at www.protechcom.com.
About NCT Group, Inc.
NCT Group, Inc. is a publicly-traded, high-tech company. Having historically specialized in the utilization of sound and signal waves to electronically reduce noise, improve signal-to-noise ratio and enhance sound quality, the Company of today is applying its technological innovations to the areas of media, through its DistributedMedia.com, Inc. subsidiary, and communications, with a specific concentration on IP telephony applications. The Company's emerging technology incubation strategy nurtures development of NCT technologies and complimentary technologies from outside developers. Current offerings include the proprietary Sight & Sound(TM) system, a place-based advertising medium installed in retail and commercial locations; ClearSpeech®, a suite of software algorithms for integrated Internet telephony and enhanced speech-driven applications; silicon micromachined microphone chips for use in communications products; and Java(TM) chip technology targeted to developers of smartcards, appliances and communications applications. The Company's award-winning brands include Gekko(TM) flat audio speakers and NoiseBuster® and ProActive® active noise reduction headsets. For more information, refer to www.nct-active.com
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this press release are forward-looking statements within the meaning of the Private Securities Litigation Act of 1995 (the ``Act''), which became law in December 1995. In order to obtain the benefits of the ``safe harbor'' provisions of the Act for any such forward-looking statements, the Company wishes to caution investors and prospective investors about significant factors, which among others, have in some cases affected the Company's actual results and are in the future likely to affect the Company's actual results and cause them to differ materially from those expressed in any such forward-looking statements. Investors and prospective investors should read this press release in conjunction with the Company's most recent Form 10-K and Forms 10-Q.
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Contact:
NCT Group, Inc.
Media: Joanna Lipper
(203) 226-4447 ext. 3506
(203) 226-3123 (fax)
jlipper@nct-active.com
or
Investor:
Robert Onesti
(203) 226-4447 ext. 3502
(203) 226-3123 (fax)
rjonesti@nct-active.com
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Looks like PCTU will be issuing quite a few shares to raise market cap up to 28 million or so
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<SEC-DOCUMENT>/in/edgar/work/0000950144-00-009573/0000950144-00-009573.txt : 20000809
<SEC-HEADER>0000950144-00-009573.hdr.sgml : 20000809
ACCESSION NUMBER: 0000950144-00-009573
CONFORMED SUBMISSION TYPE: DEFA14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20000808
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PRO TECH COMMUNICATIONS INC
CENTRAL INDEX KEY: 0000945481
STANDARD INDUSTRIAL CLASSIFICATION: [4813
] IRS NUMBER: 593281593
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1031
</COMPANY-DATA>
FILING VALUES:
FORM TYPE: DEFA14A
SEC ACT:
SEC FILE NUMBER: 000-28602
FILM NUMBER: 688211
</FILING-VALUES>
BUSINESS ADDRESS:
STREET 1: 3311 INDUSTRIAL 25TH ST
CITY: FORT PIERCE
STATE: FL
ZIP: 34946
BUSINESS PHONE: 4074645100
</BUSINESS-ADDRESS>
MAIL ADDRESS:
STREET 1: 3311 INDUSTRIAL 25TH STREET
CITY: FT PIERCE
STATE: FL
ZIP: 34946
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>defa14a.txt
<DESCRIPTION>PRO TECH COMMUNICATIONS, INC. FORM DEFA14A
<TEXT>
<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
PRO TECH COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
PRO TECH COMMUNICATIONS, INC.
August 7, 2000
Dear Fellow Stockholder:
The adjourned Annual Meeting of Pro Tech stockholders, which will be held on
August 11, 2000, is only a few days away. Your Board of Directors unanimously
recommends that stockholders vote in favor of the proposals under consideration.
Your vote is extremely important, no matter how many or how few shares you own.
Since time is short, we have established a method which will enable you to vote
by toll-free ProxyGram. Please follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of your
shares, please call Innisfree M&A Incorporated, who is assisting us in the
solicitation of proxies, toll-free at 888-750-5834.
Very truly yours,
Rich Hennessey
President
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 8141,
Pro Tech Communications, Inc.
3. State your name, address and telephone number.
4. State your Confidential Identification Number and Number of Shares as shown
below:
<PAGE> 3
Confidential Identification Number: (CIN)
Number of Shares: (NumShares)
5. Give the operator your voting preferences, using the proxy text below.
PRO TECH COMMUNICATIONS, INC.
3311 INDUSTRIAL 25TH STREET
FORT PIERCE, FLORIDA 34946
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Keith Larkin and Richard Hennessey and each of
them individually, as proxies, each with full powers the undersigned would
possess if personally present, and each with full power of substitution, to
represent and vote all of the shares of common stock of Pro Tech Communications,
Inc. (the "Company") which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held on August 11, 2000 or any adjournments or
postponements thereof, on the following proposals:
With respect to such other matters that may properly come before the Annual
Meeting or any adjournments or postponements of the Annual Meeting the proxies
named above are authorized to vote upon those matters in their discretion.
This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder(s). If no direction is indicated, this proxy will be
voted as recommended by the board of directors for all proposals.
1. Amendment to the Articles of Incorporation of the Company to:
(a) Increase the authorized number of shares of the Company's
common stock from 10,000,000 to 40,000,000 shares; and
(b) create 1,000,000 shares of the Company's blank check
preferred stock.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. Election of Directors
Nominees: Keith Larkin and Richard Hennessey
( ) FOR ( ) WITHHOLD
Instructions: To withhold authority to vote for any individual nominee, give
that nominee's name to the operator.
<PAGE> 4
3. To approve the amendment of the Company's 1998 Stock Option Plan to increase
the number of shares of common stock available for issuance under the Plan
from 500,000 shares to 2,000,000 shares.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. To ratify the appointment of Morgan Jacoby Thum Boyle & Associates, P.A. as
independent auditors for the fiscal year year ending October 31, 2000.
( ) FOR ( ) AGAINST ( ) ABSTAIN
Please give name to the operator exactly as name(s) appear(s) hereon. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor administrator, trustee or guardian, please give title. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
</TEXT>
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