UNITED STATES

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): August 28, 2012

 

Parametric Sound Corporation

(Exact name of registrant as specified in its charter)

 

Nevada	000-54020	27-2767540
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

13771 Danielson Street, Suite L

Poway, California  92064

(Address of Principal Executive Offices)

 

888-477-2150

(Registrant’s telephone number, including area code)

 

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:

 

[_]	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 240.14.a-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 7.01 Regulation FD Disclosure

 

On August 28, 2012, Ken Potashner, Director and Executive Chairman, disclosed that we are in discussions with six large companies with respect to our technologies and that we have co-development projects with two such companies.

 

We cannot predict at this time whether any of these discussions or projects will lead to significant licensing transactions.

 

We have updated our investor presentation slides and are furnishing the updated presentation attached as Exhibit 99.1 to this report, which we may use from time to time in conversations with investors and analysts.

 

The information under this Item 7.01 and in Exhibit 99.1 to this report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1

Investor presentation slides dated August 29, 2012

 

 

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 thereunto duly authorized.

 

Date: August 29, 2012

 

	Parametric Sound Corporation
	By:	/s/ James A. Barnes
		James A. Barnes
		Chief Financial Officer, Treasurer and Secretary

 

 

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Exhibit 99.1

 

 

© 2012 Parametric Sound Corporation | Page 1 | Parametric Sound Corporation | Corporate Presentation HyperSound ™

 

© 2012 Parametric Sound Corporation | Page 2 Safe Harbor Statement All statements made in this document, other than statements of historical fact, are forward - looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development, expected future developments and other factors that we believe are appropriate under the circumstances. These forward - looking statements are based on current expectations, beliefs, assumptions, estimates and forecasts about the businesses of the Company and the industries and markets in which the Company operates. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied in the forward - looking statements. These factors include, but are not limited to, those discussed in our Annual Report on Form 10 - K under Item 1A “Risk Factors,” including the following: (a) general economic conditions, and continued difficult economic circumstances in our industry or a reduction in spending by customers, (b) our ability to keep up with rapid technological changes, (c) the feasibility of our new electronics processing and emitter technology for broad - based product applications, (d) our licensing strategy to approach new markets is untested, (e) potential competitors who have greater resources and experience than we do may develop products and technologies that make ours obsolete, and (f) our competitive position will be seriously damaged if we cannot maintain and obtain patent protection for important differentiating aspects of our products or otherwise protect intellectual property rights in our technology or if our products are found to infringe on the intellectual property rights of others. As a result, there can be no assurance that the forward - looking statements included in this presentation will prove to be accurate or correct, and actual outcomes and results may differ materially from what is expressed or implied by the forward - looking statements. Projections and financial illustrations are based on factors and assumptions subject to significant uncertainty and should not be relied on as guidance as to future results and are subject to significant risk. The Company disclaims any intent or obligation to update these or any forward - looking statements, except as required by law. Trademark Information: HSS is registered trademark of, and HyperSound is a tradename of, Parametric Sound. All other trade names used herein are either trademarks or registered trademarks of the respective holders .

© 2012 Parametric Sound Corporation | Page 3 Formation  Parametric Sound incorporated June 2010 as a subsidiary of Nasdaq LRAD Corporation  Tax free spin - off completed in September 2010 (OTC:PAMT)  Institutional and management financial backing funded spin - off and first digital signage product introduction  March and April 2012 completed $9.24 Million Secondary – Uplisted to NASDAQ  Corporate office, research lab and production facility in San Diego

© 2012 Parametric Sound Corporation | Page 4 Disruptive Technology  HyperSound – sound creation along a directional ultrasonic beam  Ultrathin form factor – matches trend and need in display technologies  Emitter technology – beams audio like a laser and immerses the listener in sound  Ability to focus sound into a beam – key to commercial applications for home entertainment, video gaming, health care, mobile devices, tablets, computers, digital signage, kiosks and slot machines  Generates a clear, distinct and robust 3D sound image from stereo content using 2 ultrathin emitters  Strong IP

© 2012 Parametric Sound Corporation | Page 5 Gaming Consoles/ Computers Slot Machines Healthcare Home Theater Systems Smart Phones Tablets Digital Signage/ Kiosks $4 - $5 billion market 86 million tablets expected to be sold during 2012 250 million game capable PCs sold in 2011 Over 4 million casino slot machines 214 million flat panel TVs sold in 2010 300 million smartphones sold in 2010 3 million interactive kiosks expected by 2016 400 million PCs sold each year $68 billion video gaming market Add Value To Large Markets Over 36 million Americans suffer from hearing loss

© 2012 Parametric Sound Corporation | Page 6  Marketing strategy  Demonstrate technology in easy to access markets  Identify and pursue worldwide leaders in each product category  L icensing strategy  Engage worldwide category leaders through NDA’s  Multiple NDA’s signed  Leverage early prototypes to create co - development projects to demonstrate disruptive attributes  In early stage of co - development with multiple parties  License and support key OEMs and VARs  Time advantage licenses targeted  Manufacturing strategy  L ow volume in - house manufacturing now established  High volume manufacturing expected to be established by strategic partners Revenue Strategy

© 2012 Parametric Sound Corporation | Page 7 IP Strategy – Partner and License FY 2012 2 nd Gen HSS Directed Audio System Digital Signage Interactive Kiosks FY 2012 - 2013 Healthcare Personal Sound Amplification Assisted Listening Devices Targeted Medical Applications FY 2013 - 2014 Mobile Devices PDAs and Smart Phones Tablets FY 2012 - 2013 Entertainment and Casino Gaming Computers & Video Gaming TVs & Home Theater Multimedia Devices Slot Machines Product Sales – Integrators & Partners Growth Plan

© 2012 Parametric Sound Corporation | Page 8 Early on, Dolby decided the company would generate revenue by licensing technologies to original equipment manufacturers ( “ OEM ” ) of consumer entertainment products and software vendors. Market Cap: $3.77 B Total Rev (FY ’ 11): $ 955M Ave Vol (3 m): 833M Gross Profit (FY ’ 11): $844M 52 wk Range: $25.70 - $45.83 Gross Profit % 88.4 % Licensing revenue constitutes the majority of Dolby ’ s total revenue. Through a wholly owned subsidiary, Via Licensing Corporation, Dolby administers joint patent licensing programs, or patent pools, on behalf of third party patent owners. Some of the patent pools also include Dolby patents. Case Study - Dolby BUSINESS STRATEGY FINANCIAL SUMMARY IP STRATEGY 2009 2010 2011 Licensing Revenue $597M $710M $793M % of Total Revenue 83% 77% 83%

© 2012 Parametric Sound Corporation | Page 9 BUSINESS STRATEGY FINANCIAL SUMMARY IP STRATEGY Technology Licensing – Universal Display ’ s primary business strategy is technology licensing. With over 1000 issued and pending patents worldwide, the goal is to enable OLED manufacturers to produce high - performance products with enhanced product features and competitive advantage using a broad portfolio of OLED technologies. Market Cap: $ 1.53 B 52 wk Range: $22.73 - $60.28 Total Rev (FY ’ 11): $61.2M 2012 Est. P/E: 111 Licensing revenue constitutes the majority of Universal Display revenue. Universal Display Corporation is a world leader in the development of state - of - the - art OLED technology for use in flat panel displays, lighting and organic electronics. Case Study - Universal Display

© 2012 Parametric Sound Corporation | Page 10 Competition  Limited competition in directional sound space  Panphonics (Sound Shower – Traditional Speaker)  Holosonic Research Labs (Audio Spotlight)  Brown Innovations (Sound Domes)  Economical technology for vast consumer markets  Other companies tried to commercialize this technology but failed  Sound quality and high manufacturing cost prevented entry to market

© 2012 Parametric Sound Corporation | Page 11 Strong IP  Pioneered directed audio  T echnology leader  21 U.S. patents, 2 foreign and 8 pending along with related PCT filings  Additional patent filings targeted for 2012 - 2013  Fundamental IP makes “ knock - offs ” difficult  Strong IP supports licensing for volume markets  Recent IP development –  New patented technology implemented creating consumer quality sound  Implemented simplified economical electronic design  New emitter technology enables ultrathin and economical emitters

© 2012 Parametric Sound Corporation | Page 12 Development Roadmap Markets Current HSS - 3000 Product Emitter Form Factor & Industrial Design Electronics Reduction/ Emitter & Industrial Design Custom Chip/ Modified Emitter Design Digital Signage & Kiosks X Mass Kiosk Mkt/Slot Machines/POS X Multimedia/TVs/ Home Theater X Personal Computers/ Video Gaming X Healthcare X X Mobile Devices X Movies and Cinema X X

© 2012 Parametric Sound Corporation | Page 13 Capitalization (6/30/12) Shares Outstanding 6,390,295 Warrants 525,339 Weighted average strike price $4.45 Options - Vested 523,500 Weighted average strike price $2.74 Options – Total 1.1 million Weighted average strike price $3.48 Institutional Ownership 21% * Management Ownership 27% * Excludes non - reporting institutions investing in March and April 2012 institutional secondary offering .

© 2012 Parametric Sound Corporation | Page 14 Recent Developments  Completed $ 9.24M secondary offering - $ 8.0M net proceeds  Uplisted to NASDAQ Capital Market  Kenneth Potashner – Assumed Operations as Executive Chairman in March 2012  Identified health care as new market with significant opportunity  Reviewing technology with industry professionals  Consumer preference testing very encouraging  Developing product and regulatory roadmap  Executed a License Agreement with Epsilon Electronics for specific agreed consumer products  Added business development and engineering staff  Consolidating corporate, production and engineering in new 7,000 square foot location in San Diego  Separate inventions lab focused on innovations

© 2012 Parametric Sound Corporation | Page 15 Product Licensing Target Examples  Home entertainment – 3D  Flat panel TV speakers  Sound bars  Home audio systems  Portable audio  Computer gaming – 3D  Playstation / Xbox / Nintendo type gaming  2.1 system for PCs  Health care – clarity of HyperSound  Personal sound amplification  Assisted listening devices  Targeted medical applications  Other - directionality  Automobile / cinema and many more

© 2012 Parametric Sound Corporation | Page 16 Financial Information (June 30, 2012) Amount Cash and cash equivalents $6,455,000 Working capital 6,721,000 Total assets 8,486,000 Stockholders’ equity 8,210,000

© 2012 Parametric Sound Corporation | Page 17 Ken Potashner – Accomplished Leader  Kenneth Potashner – Executive Chairman  Extensive executive and BOD level experience leading high growth, high technology global organizations  Chairman of Board  Newport Corporation (Present) – An industry leader in the photonics sector with 2011 revenues projected to exceed $500M  Maxwell Technologies from ( 1996 - 2003 )  Sonic Blue, Inc. ( 1998 - 2002 )

© 2012 Parametric Sound Corporation | Page 18 W. Norris - Accomplished Inventor  Elwood Norris – President is original inventor of HyperSound technology  Winner of the 2005 Lemelson - MIT $500,000 prize for revolutionizing acoustics  Norris has been inventing for more than 30 years  46 patents granted; other pending patents  Popular Science – 2002 Grand Award  Record of successful inventions  Earphone technology later evolved into the JABRA headsets  Doppler tool evolved into the sonogram  Patriot ’ s GPR resulted in major chip innovations/licensing  e.Digital ’ s flash memory technology now used in cameras and computers worldwide/ licensing major consumer product companies

© 2012 Parametric Sound Corporation | Page 19 Management and Directors Kenneth F. Potashner Executive Chairman Elwood G. Norris President and Founder James A. Barnes CFO, Treasurer, Secretary and Founder Dr. Seth Putterman Independent Director UCLA Professor of Physics Dr. Robert Kaplan Independent Director Extensive financial experience Dr. Andrew Wolfe Independent Director Recognized IP expert James L. Honore Retired EVP Sony Pictures Entertainment

© 2012 Parametric Sound Corporation | Page 20 Summary – Key Points  Parametric Sound is pioneering industry leader  Mission is to dominate a fundamental new way of producing sound across commercial and consumer markets worldwide  S trong IP – a disruptive technology  Like lasers changed how light is used – HyperSound changes how sound is used  Broad range of product applications  Large growing worldwide markets  Experienced executive management  Limited competition – strong barriers to entry  Clearly definable progress  Goal of 2 - 3 significant licenses signed first 12 months – post financing

© 2012 Parametric Sound Corporation | Page 21 | Parametric Sound Corporation | (888) HSS - 2150 www.parametricsound.com

 

 

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