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
25, 2005 (March 21, 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.
We
entered into a letter agreement with Mr. Bruce Gray, under which Mr. Gray was
employed as our Vice President of the Business Group effective March 21, 2005.
The letter agreement provides for an annual base salary of $200,000, and an
annual sales bonus of up to $100,000, payable on a quarterly basis, based on
attaining quarterly and annual goals yet to be established. Mr. Gray's
employment is terminable at-will by us or by Mr. Gray for any reason, with or
without notice.
Mr. Gray
has over 25 years of management experience in the technology industry, working
with venture capital investors and executive management teams in both start-up
and mature technology companies. Prior to joining us, Mr. Gray served as the
president and chief executive officer of Ethertronics Corporation, a wireless
technology company which he joined in 2001 and led from the R&D stage to
worldwide market entry. At Ethertronics, Mr. Gray managed all business
operations, including business development, marketing, finances and domestic and
international sales in Europe and Asia. Between 1998 and 2001, Mr. Gray served
as the senior vice president of sales and marketing for Novatel Wireless Inc., a
wireless data telecommunications company, where he managed sales activities,
business development, marketing, product development and press relations, and
oversaw international channel expansion into South America, Europe and
Asia.
On March
22, 2005, we granted an inducement stock option exercisable for 100,000 shares
of common stock to Mr. Gray as an inducement material to him entering into
employment with our company. The issuance was approved by our Compensation
Committee, without stockholder approval, pursuant to NASDAQ Marketplace Rule
4350(i)(1)(A)(iv). The option has an exercise price of $8.90 per share, has a
five year term and vests 25% on the first anniversary of the grant date and then
quarterly thereafter for the next 12 quarters, subject to continued employment
and other conditions.
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
|
|
|
|
| Date: March 25,
2005 |
By: |
/s/ MICHAEL A.
RUSSELL |
| |
Michael
A. Russell |
| |
Chief Financial Officer
|