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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):
March 16, 2000
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
(Address of principal executive offices) (Zip Code)
(858) 679-2114
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 16, 2000 the Company completed the private offering and sale for cash
at $20.00 per share, a total of 300,000 shares of Series C Preferred Stock, par
value $.00001 per share ("Preferred Stock") to a limited number of investors
("Preferred Stockholders") for an aggregate of $6,000,000. The dollar amount of
Preferred Stock, increased by $1.20 per share of Preferred Stock per annum and
other adjustments, may be converted at the election of a Preferred Shareholder
one or more times into fully paid and non-assessable shares of common stock,
$.00001 par value, of the Company at a conversion price which is the lower of
(i) $8.00 per share or (ii) 92% of the volume rated average market price of the
common stock for the five trading days prior to conversion, but in no event less
than $5.75 per share. The conversion price cannot be lower than $8.00 per share
prior to August 31, 2000. The shares of Preferred Stock may be called by the
Company for conversion if the common stock market price exceeds $20.00 per share
for ten consecutive trading days and certain conditions are met. The Preferred
Stock will be subject to mandatory conversion on March 31, 2003, subject to
certain conditions.
Each purchaser was also granted a warrant to purchase one common share of the
Company at $11.00 per share until March 31, 2003 ("Warrant") for each share of
Preferred Stock (aggregate Warrants exercisable into 300,000 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 Warrant and will be placed upon 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 upon conversion of the Preferred Stock and
exercise of the Warrant.
Net proceeds from the sale of Preferred Stock of approximately $5,915,000 are
intended primarily for working capital to continue the Company's efforts to
develop audio technologies. There can be no guarantee that the Company will
successfully develop or exploit its various technologies. At March 31, 2000,
the Company had 11,863,914 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
3.1.5 Corrected Certificate of Designation of Series C Preferred Stock
filed with Delaware on April 19, 2000.
4.9 Form of Stock Purchase Warrant exercisable at $11.00 per share until
March 31, 2003 granted to thirty six investors for an aggregate of 300,000
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 19, 2000 By: /s/ Renee Warden
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Renee Warden
Chief Accounting Officer, Treasurer and
Secretary