================================================================================
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):
JANUARY 18, 2005 (JANUARY 18, 2005)
-------------------
AMERICAN TECHNOLOGY CORPORATION
-------------------------------
(Exact Name of Registrant as Specified in Charter)
-------------------
DELAWARE 87-0361799
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
000-24248
(Commission File Number)
13114 EVENING CREEK DRIVE SOUTH, SAN DIEGO, CALIFORNIA 92128
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (858) 679-2114
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 (see General Instruction A.2. below):
|_| 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
240.14a-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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 18, 2005, we gave notice to all holders of Series D and
Series E Preferred Stock that we had elected to convert the shares of Series D
and Series E Preferred Stock to common stock. The designations, rights and
preferences of the Series D and Series E Preferred Stock permitted us to
exercise this conversion option if the market price of our common stock exceeded
$9.50 for ten consecutive trading days and certain other conditions were
satisfied. The price condition was satisfied on January 6, 2005. The notice of
conversion was effective immediately for the Series D Preferred Stock, and
resulted in all 50,000 issued and outstanding shares of Series D Preferred Stock
converting into an aggregate of 129,259 shares of common stock. The notice of
conversion for the Series E Preferred Stock will be effective on February 1,
2005, and it is anticipated that on that date, all 233,250 issued and
outstanding shares of Series E Preferred Stock will convert into an aggregate of
801,306 shares of common stock.
The shares of common stock that will be issued upon conversion of the
Series D and Series E Preferred Stock will be issued in reliance upon the
exemption from registration under the Securities Act of 1933 provided by Section
3(a)(9) of such act. These shares of common stock are registered for resale
under the Securities Act pursuant to currently-effective registrations
statements.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
As described in Item 3.02 above, we have elected to convert all of our
issued and outstanding shares of Series D and Series E Preferred Stock to common
stock. Upon the effective dates of such conversions, holders of our common stock
will no longer be subject to the rights, preferences and privileges of the
Series D and Series E Preferred Stock. Upon completion of the conversions the
Company will have no shares of preferred stock outstanding.
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: January 18, 2005 By: /s/ MICHAEL A. RUSSELL
------------------------------------
Michael A. Russell
Chief Financial Officer