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October 14, 2008 – Sonex Research, Inc. (“Sonex” or the “Company”) has settled securities fraud litigation initiated by a small group of investors in February 2005. The parties have agreed to resolve, release and dismiss all claims without any settlement payments.
The original Complaint alleging federal and state securities fraud was filed by Bruce W. Majer of Plymouth Meeting, PA, Allen W. Fortna of Whitehall, PA, and the Hermitage Partnership of Philadelphia, PA (together, referred to as the “Investors” or the “Plaintiffs”) seeking the return of $175,000 in equity investments made in Sonex during a private placement in 2004, plus unspecified compensatory and punitive damages. The Investors believed they were induced to purchase securities based on a series of alleged misrepresentations and omissions, and was filed against Sonex, its former President, CEO and director Roger D. Posey, former director Jim Z.I. Williams, current CFO, Secretary and director George E. Ponticas, and Dr. Andrew A. Pouring, current Sonex Chairman of the Board, CEO and President. Mr. Majer is a former colleague of Mr. Posey, while Mr. Fortna is Mr. Majer’s brother-in law.
Sonex management always has maintained that the claims are without merit, that many of the allegations in the Complaint contained factual inaccuracies, that documents supplied to the Plaintiffs fully disclosed the risks of an investment in Sonex, and that the legal action was an attempt to recover what the Plaintiffs had come to perceive as a bad investment. Prior to investing in Sonex in 2004, each of the Investors executed subscription agreements in which they attested that they had read Company filings, including the December 31, 2003 Annual Report, which fully and clearly disclosed the poor financial condition of Sonex at the time. The Investors specifically attested that they understood that an investment in Sonex was speculative and involved a high degree of risk, yet their Complaint claimed the Company’s financial condition was misrepresented.
In July 2006 the U.S. District Court for the Eastern District of Pennsylvania granted the Company’s Motion to Dismiss the Plaintiffs’ action, but the Plaintiffs amended and refiled it in August 2006. In January 2008 the Company’s Motion to Dismiss the amended action was granted, as the Court dismissed the claims in their entirety with prejudice, meaning that the Plaintiffs would be barred from further amending and refiling their lawsuit. The Plaintiffs then filed a Notice of Appeal to the U.S. Court of Appeals for the Third Circuit, seeking to have the ruling of the dismissal overturned and have the case proceed to trial. Both sides also filed motions seeking sanctions and recovery of legal fees and other litigation expenses incurred.
In order to avoid further disruption to its business and the additional expense of defending the appeal, the Company negotiated a settlement in which the parties have agreed to settle the action, the appeal, and all other disputes between them with no funds changing hands. Each party has agreed to withdraw its motion for sanctions and legal fees, and to dismiss the appeal, with prejudice. Sonex, Pouring and Ponticas have agreed to release the Plaintiffs, and the Plaintiffs have agreed to release Sonex, Pouring and Ponticas, from any actions, claims, etc. arising from this litigation through the date of the settlement.
In addition, as part of the settlement the Plaintiffs have agreed to vote the 700,000 shares of Sonex common stock they acquired in the private placement in 2004 in accordance with the recommendations of the Board of Directors of Sonex with respect to any item to be voted upon at any annual or special meeting of the common stockholders of Sonex for the next ten years.
Sonex Research, Inc.,a leader in the field of combustion technology, is developing its patented Sonex Combustion System (SCS) technology designed to increase fuel mileage and reduce emissions of internal combustion engines. The SCS achieves in-cylinder control of ignition and combustion through chemical/turbulent enhancement using patented combustion chamber designs. Sonex plans to complete development, commercialize and market its piston-based Sonex Controlled Auto Ignition (SCAI) combustion process to the automotive industry to improve fuel efficiency of gasoline powered vehicles. 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). Sonex has licensed the SCS heavy fuel engine (HFE) technology applicable to UAVs with HFEs that are twenty horsepower or less to Insitu, Inc. (www.insitu.com), a pioneer developer of long-range, unmanned, autonomous aircraft for military and commercial activities. Insitu has developed the long endurance, low cost ScanEagle® UAV in partnership with The Boeing Company. (ScanEagle® is a registered trademark of The Boeing Company.) ScanEagle has been used to provide services for the U.S. Marine Corps, U.S. Navy, and Australian Army in the Middle East.
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.
SONEX RESEARCH, INC.
23 Hudson Street, Annapolis, MD 21401
Tel: 410-266-5556; Fax: 410-266-5653
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