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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):
September 22, 2003 (September 17, 2003)
AMERICAN TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-24248 87-0361799
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
13114 Evening Creek Drive South, San Diego, California 92128
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(Address of Principal Executive Offices) (Zip Code)
(858) 679-2114
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(Registrant's telephone number, including area code)
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Item 5. Other Events and Regulation FD Disclosure
1. On September 22, 2003, American Technology Corporation (the
"Company"), issued a press release announcing the resignation of James M. Irish
as Chief Executive Officer and as a director of the Company. A copy of the press
release is attached to this report as Exhibit 99.1 and is incorporated herein by
reference.
2. On September 22, 2003, the Company issued a press release announcing
the appointment of Kalani Jones as Chief Operating Officer. Mr. Elwood G. Norris
will continue to serve as Chairman and remain active in the management of the
Company.
Mr. Jones is 40 years old. He joined the Company as Vice President of
Operations in September 2003. From October 1999 to November 2002 he was Vice
President Engineering and Product Operations for Tachyon Inc., a San Diego
provider of satellite networking solutions. From 1997 to 1999 he was Senior
Director for Program Management at IOMEGA and previously held engineering
management positions at General Instrument and TRW. From November 2002 until
being recruited by the Company, Mr. Jones was a self-employed entrepreneur
developing technology based remote monitoring solutions. Mr. Jones obtained a
M.S.E.E. degree in Digital Communications and Digital Signal Processing from USC
in 1988 and a B.S.E.E. in Electrical and Computer Engineering from California
State Polytechnic University in 1984.
A copy of the press release is attached to this report as Exhibit 99.1
and is incorporated herein by reference.
3. On September 17, 2003, the Company filed a complaint against
eSOUNDideas, Inc. ("ESI") in the Superior Court of California, County of San
Diego, alleging breach of contract and declaratory relief involving the
Company's license agreement with ESI. The license agreement granted ESI an
exclusive right to distribute the Company's patented and patent-pending
HyperSonic Sound Technology ("HSS") products specifically targeted for the point
of sale, kiosk, display, event, trade show and exhibit markets in North America.
The agreement was terminated by the Company on May 23, 2003, as a result of the
Company's allegation that ESI failed to devote reasonable resources and exercise
reasonable efforts to develop and to maximize the distribution and sales of HSS
products within the product categories and territory. Under the terms of the
license agreement, the termination was effective immediately, but ESI had sixty
days to cure conditions giving rise to termination and reinstate the agreement.
ESI tendered no cure during the cure period or thereafter, and the Company
considers the license agreement to be permanently terminated. ESI has retained
legal counsel and disputed the grounds for termination, and the two principals
of ESI have further disputed the termination in October 2002 of stock options to
purchase 10,000 shares of common stock granted to each of them for consulting
services that terminated in July 2002. The Company filed the complaint after the
parties were unable to resolve the matter through non-binding mediation. The
Company intends to pursue this action vigorously.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information. None
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(c) Exhibits.
99.1 Press Release dated September 22, 2003 concerning resignation
of James M. Irish and the appointment of Kalani Jones.
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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: September 22, 2003 By: /s/ Elwood G. Norris
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Elwood G. Norris
Chairman of the Board