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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):
February 20, 2004 (February 18, 2004)
AMERICAN TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-24248 87-0361799
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
13114 Evening Creek Drive South, San Diego, California 92128
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(Address of Principal Executive Offices) (Zip Code)
(858) 679-2114
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 18, 2004, we received a demand for arbitration from General
Dynamics Armament and Technical Products, Inc. (GD-ATP), seeking arbitration in
New York, New York, in connection with our termination for cause in February
2004 of two licensing and sales agreements with GD-ATP, originally entered into
in February 2003. GD-ATP was the original licensee under one agreement, and took
assignment of the rights of Bath Iron Works Corporation, another subsidiary of
General Dynamics Corporation, under the other agreement. The agreements formerly
gave GD-ATP the right to purchase, market and resell NeoPlanar and HIDA (High
Intensity Directional Acoustics) products and components with exclusive rights
for specified applications to certain government customers, including the
Department of Defense, Department of Homeland Security and certain Federal,
State and local agencies. Our termination was based on our belief that GD-ATP
materially defaulted under provisions of each agreement requiring GD-ATP to (a)
create product and marketing strategies for the respective product applications,
(b) market the subject products to GD-ATP's exclusive customers for the
specified applications, (c) provide service consistent with the nature of the
business and the exclusive customers, and (d) assist us in identifying new
products based on the licensed technologies that may have been appropriate for
our development.
GD-ATP's demand for arbitration seeks an order that GD-ATP was not in
default of its contractual obligations, recovery of damages alleged to have been
sustained by GD-ATP as a result of the terminations, an order requiring us to
turn over proceeds we allegedly earned as a result of sales to purported GD-ATP
exclusive customers, and an order that we correct public statements we have made
concerning the termination of the agreements. We believe we properly terminated
the agreements, and we intend to enforce vigorously our contractual rights under
the terminated agreements, and to defend vigorously against the allegations in
the demand for arbitration or any other legal actions that GD-ATP might
commence.
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.
AMERICAN TECHNOLOGY CORPORATION
Date: February 20, 2004 By: /s/ ELWOOD G. NORRIS
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Elwood G. Norris
Chairman of the Board