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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): August 29, 1997 (August 25,
1997)
AMERICAN TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24248 87-0361799
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(State or other jurisdiction of (Commission (I.R.S. Empl. Ident. No.)
incorporation or organization) File Number)
13114 Evening Creek Drive South, San Diego, California 92128
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(Address of principal executive offices) (Zip Code)
(619) 679-2114
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 25, 1997 the Company completed the private offering and sale for cash
at $10.00 per share a total of 350,000 shares of Series A Convertible Preferred
Stock, par value $.00001 ("Preferred Stock") to a limited number of investors
("Preferred Shareholders") for an aggregate of $3,500,000. The dollar amount of
Preferred Stock, increased by $.60 per share of Preferred Stock per annum and
other adjustments, at the election of the Preferred Shareholder, may be
converted one or more times into fully paid and nonassessable shares of common
stock, $.00001 par value, of the Company, at a conversion price which is the
lower of (i) $5.75 per share or (ii) 85% of five days market price prior to
conversion, but in no event less than $3.00 per share. The shares of Preferred
Stock may be called by the Company for conversion if the common stock market
price exceeds $14.00 per share for ten days and certain conditions are met. The
Preferred Stock shall be subject to mandatory conversion after one year, subject
to certain conditions.
Each purchaser was granted a warrant to purchase 500 common shares of the
Company at $7.50 per share until August 1, 2000 ("Warrant") for each 1,000
shares of Preferred Stock (aggregate Warrants exercisable into 175,000 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
Rule 506 of Regulation D thereunder and an appropriate legend was placed on the
Preferred Stock and Warrants and will be placed on the shares issuable upon
conversion of the Preferred Stock or exercise of the Warrants unless registered
under the Act prior to issuance. The Company has agreed to file a registration
statement covering the stock issuable on conversion of the Preferred Stock and
exercise of the Warrants.
Net proceeds from the sale of the Preferred Stock of approximately $3,350,000 is
intended primarily for working capital to continue the Company's efforts to
exploit its HSS sound reproduction and other technologies. There can be no
assurance that the Company will successfully develop or exploit its various
technologies. The Company also intends to make applicaton for a listing of its
shares on the NASDAQ SmallCap Market.
At August 25, 1997 the Company had 9,744,424 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
3.1.2 Certificate of Designations of Series A Convertible Preferred
Stock filed on August 15, 1997
3.1.3 Corrected Certificate of Designations of Series A Convertible
Preferred Stock dated and filed on August 25, 1997
4.10 Form of Stock Purchase Warrant exercisable at $7.50 per share
until August 1,2000 granted to eleven investors for an
aggregate of 175,000 common shares
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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: August 29, 1997 By: /s/ ROBERT PUTNAM
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Robert Putnam
President and Chief Executive Officer
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