ATC 8-K 07/11/05
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): July
13, 2005 (July 11, 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
1.01 Entry Into a Material Definitive Agreement
On
July
11, 2005, we entered into a termination, settlement and release agreement with
Kingsbridge Capital Limited. Under the terms of this agreement, we and
Kingsbridge agreed that the common stock purchase agreement we entered into
with
Kingsbridge on December 14, 2004, and the related registration rights agreement
and warrant we issued to Kingsbridge of the same date, would be terminated,
and
Kingsbridge would return the warrant, which has not been exercised, to us for
cancellation. The termination agreement is effective upon our payment of the
remaining fees of counsel due to Kingsbridge under the terms of the common
stock
purchase agreement, and our receipt of the original warrant from Kingsbridge.
We
incurred no early termination penalties in connection with this termination.
The
termination agreement contains a mutual release of claims.
The
termination agreement resulted from our determination that the common stock
purchase agreement is no longer consistent with our financing plans, due to
various factors, including anticipated capital requirements and timing, market
conditions, and SEC requirements for transaction structure. We requested
withdrawal of the registration statement we filed with the SEC in connection
with the common stock purchase agreement on July 1, 2005.
The
common stock purchase agreement, registration rights agreement and warrant
were
entered into as part of a Committed Equity Financing Facility (CEFF) with
Kingsbridge Capital Ltd., pursuant to which Kingsbridge committed to purchase
up
to $25 million of our common stock. As part of the arrangement, we issued a
warrant to Kingsbridge to purchase 275,000 shares of our common stock at a
price
of $8.60 per share. The warrant was exercisable beginning six months after
the
date of grant and for a period of five years thereafter. Subject to certain
conditions, including the effectiveness of a registration statement registering
the shares issuable to Kingsbridge, we had the right to require Kingsbridge
to
purchase newly-issued shares of our common stock at a price between 88% and
92%
of the volume weighted average price during a 15 day purchase period. No shares
were sold to Kingsbridge under this arrangement prior to the
termination.
Item
1.02 Termination of Material Definitive Agreement
See
disclosure in Item 1.01 above.
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: July
13, 2005 |
By: |
/s/ MICHAEL
A. RUSSELL |
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Michael
A. Russell
Chief Financial Officer |