ATC 8-K
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)
September 29, 2005 (September 28, 2005)
AMERICAN
TECHNOLOGY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-24248
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87-0361799
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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13114
Evening Creek Drive South, San Diego, California
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92128
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
1.01 Entry Into a Material Definitive Agreement
On
September 28, 2005, the compensation committee of our board of directors
approved the commission plan for Mr. Bruce Gray pursuant to the terms of Mr.
Gray's employment letter with the Company dated March 21, 2005. The commission
plan governs the payment of Mr. Gray's annual sales bonus for the twelve-month
period beginning April 1, 2005.
The
commission plan entitles Mr. Gray to commissions payable based on invoiced
net sales on a quarterly basis, calculated as a percentage of quarterly revenue
targets for our commercial products group. The plan provides for a target
commission for the twelve-month period of $100,000, but commissions may exceed
such amount if our invoiced net sales exceed our revenue plan.
Item
8.01 Other Events
On
September 28, 2005, the Securities and Exchange Commission declared effective
our resale registration statement on Form S-3 filed in August 2005. We filed
this registration statement pursuant to a registration rights agreement entered
into in July 2005 in connection with the private placement of common stock
and
warrants to selected institutional investors. The registration statement also
registers shares held by other investors pursuant to other registration
obligations or agreements with those investors. Our company will not receive
any
proceeds from sales of common stock by the selling stockholders.
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:
September 29, 2005
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By:
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/s/
MICHAEL A. RUSSELL
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Michael
A. Russell
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Chief
Financial Officer
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