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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): April 1, 1997
(March 25, 1997)
AMERICAN TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24248 87-0361799
(State or other jurisdiction of (Commission (I.R.S. Empl. Ident. No.)
incorporation or organization) File Number)
12725 Stowe Drive, Poway, California 92064
(Address of principal executive offices) (Zip Code)
(619) 679-2114
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 25, 1997 the Company completed the private offering and sale for cash
of an aggregate of $1,000,000 of unsecured 6% Convertible Subordinated
Promissory Notes due March 1, 1999 ("Notes") to a limited number of investors.
The principal and interest amount of each Note may at the election of the Note
holder be converted one or more times into fully paid and nonassessable shares
of common stock, $.00001 par value, of the Company, at a price which is the
lower of (i) $3.50 per share or (ii) 85% of five days market price prior to
conversion but not less than $2.50 per share or (iii) for any conversions on or
after March 1, 1998 the average of the closing bid prices for the prior thirty
days but in no event less than $1.00 per share. The Notes may be called by the
Company for conversion if the market price exceeds $9.00 per share for ten days
and certain conditions are met.
Each purchaser was granted a warrant to purchase 50 common shares of the
Company at $5.00 per share until March 1, 2000 ("Warrant") for each $1,000 of
Notes (aggregate Warrants exercisable into 50,000 shares). These securities
were offered and sold without registration under the Securities Act of 1933, as
amended (the "Act"), in reliance upon the exemption provided by Regulation D
thereunder and an appropriate legend was placed on the Notes and Warrants and
will be placed on the shares issuable upon conversion of the Notes or exercise
of the Warrants unless registered under the Act prior to issuance. The Company
has agreed to file a registration statement on the stock obtained on conversion
of the Notes and to certain piggy-back registration rights on the stock
obtained on exercise of the warrants.
Net proceeds from the sale of the Notes of approximately $950,000 is intended
for the purchase of additional laboratory equipment, the addition of new
research and development personnel, patent costs, financial advisory services
and for working capital. There can be no assurance that the Company can
successfully develop or exploit its various technologies.
The Company currently has 9,459,222 common shares issued and outstanding.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits
4.7 Form of 6% Convertible Subordinated Promissory Note due March
1, 1999 aggregating $1,000,000 granted to sixteen investors
4.8 Form of Stock Purchase Warrant exercisable at $5.00 per share
until March 1, 2000 granted to sixteen investors for an
aggregate of 50,000 common shares
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: April 1, 1997 By: /s/ ROBERT PUTNAM
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Robert Putnam
President and Chief Executive Officer
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