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): March
24, 2005 (January 5, 2005)
AMERICAN
TECHNOLOGY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
000-24248 |
87-0361799 |
|
(State
or Other Jurisdiction
of
Incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification
No.) |
|
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sale of Equity Securities.
On
January 26, 2005 and March 8, 2005, two holders of warrants issued in connection
with the original sale of our Series E Preferred Stock exercised warrants for
7,500 shares and 3,750 shares, respectively, of our common stock at an exercise
price of $3.25 per share, for an aggregate exercise price of $36,562.50. The
issuance of the common stock upon exercise of the warrants was exempt from
registration under the Securities Act of 1933 by reason of Section 4(2) thereof
and Rule 506 of Regulation D promulgated thereunder. The common stock we issued
has been registered for resale by the holders under our Registration Statement
on Form S-3, File No. 333-105740.
On
February 4, 2005 and February 15, 2005, two holders of warrants issued in
connection with the original sale of our Series D Preferred Stock exercised
warrants for 22,000 shares of our common stock at an exercise price of $3.01 per
share, for an aggregate exercise price of $132,440.00. The issuance of the
common stock upon exercise of the warrants was exempt from registration under
the Securities Act by reason of Section 4(2) thereof and Rule 506 of Regulation
D promulgated thereunder. The common stock we issued has been registered for
resale by the holders under our Registration Statement on Form S-3, File No.
333-99675.
On
January 5, 2005, January 18, 2005, March 7, 2005 and March 14, 2005, three
holders of warrants issued in connection with the original sale of our 12%
Convertible Subordinated Promissory Notes exercised warrants for 10,000 shares,
15,000 shares, 50,000 shares and 15,000 shares of our common stock at an
exercise price of $2.00 per share, for an aggregate exercise price of
$180,000.00. The issuance of the common stock upon exercise of these warrants
was exempt from registration under the Securities Act by reason of Section 4(2)
thereof and Rule 506 of Regulation D promulgated thereunder. On February 16,
2005, a holder of a similar warrant for 25,000 shares of our common stock
exercisable at the same exercise price of $2.00 per share exercised the warrant
using a net exercise provision, resulting in the issuance of 20,425 shares of
our common stock to that holder and surrender of the balance of the warrant in
payment of the exercise price. The issuance of the common stock upon exercise of
these warrants was exempt from registration under the Securities Act by reason
of Section 3(a)(9) thereof. The common stock we issued has been registered for
resale by the holders under our Registration Statement on Form S-3, File No.
333-99675.
On
January 26, 2005, February 11, 2005 and March 7, 2005, four affiliated holders
of warrants issued in connection with the original sale of 1,818,180 shares of
our common stock in July 2003 exercised warrants for 41,860 shares, 10,360
shares and 129,598 shares of our common stock, each at an exercise price of
$6.75 per share, for an aggregate exercise price of $1,227,271.50. The issuance
of the common stock upon exercise of these warrants was exempt from registration
under the Securities Act by reason of Section 4(2) thereof and Rule 506 of
Regulation D promulgated thereunder. The common stock we issued has been
registered for resale by the holders under our Registration Statement on Form
S-3, File No. 333-107635.
On
January 24, 2005, a holder of an option to purchase 30,000 shares of common
stock issued for consulting services exercised the option in full at an exercise
price of $2.75 per share, for an aggregate exercise price of $82,500.00. The
issuance of the common stock upon exercise of these warrants was exempt from
registration under the Securities Act by reason of Section 4(2) thereof and Rule
506 of Regulation D promulgated thereunder.
In each
transaction described in this Item 3.02 that was exempt from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder, (i) no underwriters were involved in the issuance and sale of the
securities, (ii) the investors were accredited, (iii) the investors were
experienced with transactions of the nature of the subject transaction and had
the ability to fend for themselves, (iv) the securities were acquired for
investment only and not with a view to or for sale in connection with any
distribution thereof, (v) appropriate legends were affixed to the share
certificates and other instruments issued in such transactions, and (vi) the
sales of these securities were made without general solicitation or
advertising.
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.
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AMERICAN
TECHNOLOGY CORPORATION |
|
|
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| Date: March 24,
2005 |
By: |
/s/ MICHAEL A.
RUSSELL |
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Michael
A. Russell |
| |
Chief Financial
Officer |