Sonex Intends to Respond to SEC Notice By Entering Into Offer of Settlement With the SEC to Revoke Stock Registration
February 12 2007 - 5:01PM
PR Newswire (US)
ANNAPOLIS, Md., Feb. 12 /PRNewswire-FirstCall/ -- SONEX RESEARCH,
INC. (OTC:SONX), a leader in the field of combustion technology,
announced today that it recently received a letter from the SEC
stating that because Sonex is delinquent in its annual and
quarterly reporting requirements, the Company may be subject,
without further notice, to an administrative proceeding to revoke
its registration if all required reports were not filed within 15
days of the date of the letter. Sonex is unable to file all
required reports within the prescribed time period. The Company has
determined that the most prudent course of action is to submit an
Offer of Settlement (the "Offer") to the SEC in anticipation of the
proceedings that may be instituted against it. Sonex has been in
contact with the SEC (through counsel) and intends to submit the
Offer to the SEC within the next few days. Shortly thereafter,
Sonex expects to enter into a Consent Order with the SEC which is
expected to state that the Company has failed to comply with
Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") and to order that pursuant to Section 12(j) of the Exchange
Act, registration of the Common Stock of Sonex be revoked.
Additionally, upon the final order signed by the SEC, Sonex's
common stock will no longer be allowed to trade over the counter
(the stock is currently quoted on the Pink Sheets Electronic
Quotation Service), which may adversely affect the value and
liquidity of the stock. In making the decision to enter into the
Offer, management considered a number of factors and obtained
advice of legal counsel. Management believes that had Sonex failed
to respond to the notice from the SEC rather than proposing to
submit an Offer of Settlement, the SEC's Division of Enforcement
likely would have issued an Order Instituting Proceedings before an
Administrative Law Judge, resulting in a default revocation of
registration. Sonex has not filed an annual or quarterly report
since that filed for the quarter ending September 30, 2004. Sonex
became delinquent in its filings with the SEC primarily because of
the lack of the financial resources to engage an independent
registered public accounting firm to conduct audits of the
financial statements for the annual reports, and the lack of
staffing to prepare the periodic reports, due in large part to the
amount of time management has devoted and the amount of funds Sonex
has spent in responding to litigation. Sonex has continued to file
with the SEC, however, Current Reports on Form 8-K to disclose all
material events. Dr. Andrew A. Pouring, Sonex Chairman of the
Board, CEO and President, said, "The consent to revocation of SEC
registration is not expected to have any immediate adverse effect
on the operations of the Company. We look forward to building on
increased commercial interest in the Sonex Combustion System (SCS)
for heavy fuel engines (HFEs)." In November 2006 Sonex licensed a
part of the SCS HFE(TM) technology to Insitu, Inc. (Bingen, WA,
http://www.insitu.com/), a pioneer developer of long-range,
unmanned, autonomous aircraft, best known for its long endurance,
low cost unmanned aerial systems (UAS) such as the ScanEagle(R)
UAS, developed in partnership with Boeing. ScanEagle is used to
provide services for the US Marine Corps, US Navy, and Australian
Army, and has logged more than 30,000 hours of flight time since
being deployed in 2004. In January 2007 Insitu announced that it
set an endurance flight mark for its ScanEagle by running its
engine modified with licensed HFE technology from Sonex, along with
other enhancements developed by Insitu engineers, on JP-5 heavy
fuel. Sonex continues to provide services to Insitu for further
development of licensed SCS HFE(TM) technology under a
Collaboration Agreement also signed in November 2006. Dr. Pouring
added that as word spreads of the Insitu license and successful HFE
flight, Sonex is fielding numerous inquiries for its HFE conversion
process. "Sonex expects to generate new funded projects for the
continued development and commercial application of the SCS HFE(TM)
technology. Our challenge will be to expand the Company's
capabilities, which may require additional funding. We are
assessing the future needs of the Company and will work to develop
an appropriate strategy for moving forward, including how best to
maximize shareholder value. Sonex seeks to attract qualified,
capable assistance to pursue commercialization not only of the SCS
HFE(TM) technology but also of its piston-based technology for
larger engines." "Management will continue to work hard towards the
best result for our shareholders," said Dr. Pouring. "I believe the
commercial potential of the SCS technology will permit shareholders
to realize significant value from their holdings, whether through a
strategic corporate transaction of some form or through future
public trading of our stock." ScanEagle(R) is a registered
trademark of the Boeing Company. Contact: George E. Ponticas, CFO,
Sonex Research, Inc., tel: 410-266-5556, email: , website:
http://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.
DATASOURCE: Sonex Research, Inc. CONTACT: George E. Ponticas, CFO,
Sonex Research, Inc., +1-410-266-5556, or Web site:
http://www.sonexresearch.com/ http://www.insitu.com/
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