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)
                                December 3, 2001
                                ----------------


                                    ATG INC.
             (Exact name of registrant as specified in its charter)


                                   California
                 (State or other jurisdiction of incorporation)



                    0-23781                        94-2657762
            (Commission File Number)   (IRS Employer Identification No.)

                       3400 Arden Road, Fremont, CA       94545
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (510) 783-8200

               47375 Fremont Boulevard, Fremont, California 94538
                                (Former address)




Item 3. Bankruptcy

     On December 3, 2001, ATG Inc.  ("ATG" or the  "Company")  filed a voluntary
petition for Chapter 11 bankruptcy  protection  in the United States  Bankruptcy
Court  for  the  Northern   District  of  California  -  Oakland  Division  (the
"Bankruptcy  Court").  This case has been assigned to Judge Randall  Newsome and
will be  administered  under Case Number  01-46389 N11. No trustee,  receiver or
examiner has been appointed,  and the Company will act as a debtor-in-possession
while being subject to the supervision and orders of the Bankruptcy  Court.  The
Company  intends  to  proceed  with  the  preparation  of a  Chapter  11 plan of
reorganization.  A copy  of the  ATG  news  release,  dated  December  4,  2001,
announcing  the Chapter 11 filing,  is filed as an exhibit to this report and is
incorporated herein by this reference.

Item 5. Other Events

     On December 3, 2001,  ATG has received a Nasdaq  letter dated  November 29,
2001,  indicating  that matters  disclosed in the  Company's  news release dated
November 19, 2001,  will be considered in  connection  with the written  hearing
which has been  scheduled  with Nasdaq for December 13, 2001. The Company's news
release,  dated  December 4, 2001,  announcing the Nasdaq letter of November 29,
2001,  relative to possible  delisting of the  Company's  stock,  is filed as an
exhibit to this report and is incorporated herein by this reference.

Item 7.  Exhibits

          99.3 News  release  dated  December  4,  2001,  announcing  Chapter 11
               bankruptcy filing of ATG Inc.

          99.4 News release dated December 4, 2001, announcing Nasdaq deficiency
               letter of November  29,  2001,  related to  delisting of ATG Inc.
               securities on the Nasdaq National Market



                                   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.


                                          ATG Inc.
                                          (Registrant)


Dated:  December 4, 2001              By:  /s/ Doreen M. Chiu
                                           -----------------------------
                                           Doreen M. Chiu
                                           President and Chief Executive Officer