<PAGE>
As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 33-__________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20559
---------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
AMERICAN TECHNOLOGIES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 95-4307525
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1017 South Mountain Avenue
Monrovia, California 91016
(Address of Principal Executive Offices)
CONSULTANT AGREEMENTS
(Full Title of the Plan)
John R. Collins
Chief Executive Officer
American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 91016
(818) 357-5000
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN M. DAB, ESQ.
General Counsel
American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 91016
(818) 357-5000
Telecopy: (818) 357-4464
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock, $.001 par 90,000 $3.375 $303,750 $100
value shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the Registrant's consultants as specified by
Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereto from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
July 31, 1995.
(b) All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the above-
referenced Annual Report.
(c) The section of the Registrant's Registration Statement on Form 10,
filed with the Commission on January 24, 1994, entitled "Description of
Securities", as amended by Amendment Nos. 1, 2, 3 and 4 filed with the
Commission on February 22, 1994, June 17, 1994, July 5, 1994 and July 15, 1994,
respectively.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
1. Section 78.751 of the Nevada Revised Statutes permits the
indemnification of officers, directors, employees and agents of the Registrant
and requires indemnification in certain instances. Such provision reads as
follows:
78.751. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
ADVANCEMENT OF EXPENSES.
1. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that,
with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was
II-2
<PAGE>
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by
a court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding;
II-3
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(c) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to
the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the certificate or articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection
2 or for the advancement of expenses made pursuant to subsection
5, may not be made to or on behalf of any director or officer if
a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.
II-4
<PAGE>
(c) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
2. Article VI INDEMNIFICATION of the Registrant's Amended and Restated
Bylaws provides in material part as follows:
"Section 1. DEFINITIONS. For the purposes of this Article,
"agent" means any person who is or was a director, officer, employee,
or other agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee, or agent of
another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, or was a director, officer, employee, or
agent of a foreign or domestic corporation or other enterprise which
was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
"Section 2. INDEMNIFICATION OF CORPORATE AGENTS. The
corporation shall indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the fullest
extent permitted by Nevada law and permitted by, or not inconsistent
with, the Articles of Incorporation. The rights conferred on any
person above shall be not be exclusive of any other right such person
may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise..
"Section 3 ADVANCEMENT OF EXPENSES. The expenses of officers
and directors incurred in defending a civil or criminal action, suit
or proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection
II-5
<PAGE>
do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any
contract or otherwise by law.
"Section 4. INDEMNIFICATION CONTRACTS. The Board of Directors
is authorized to enter into a contract with any director, officer,
employee or agent of the corporation, or any person serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing for
indemnification rights equivalent to, or if the Board of Directors so
determines, greater than, those provided in Section 2 of this Article
VI.
"Section 5. INSURANCE. The corporation shall have [the] power
to purchase and maintain insurance or make other financial
arrangements on behalf of any agent of the corporation for any
liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the
corporation would have the power to indemnify the agent against such
liability under the provisions of this Article. The other financial
arrangements made by the corporation may include, but shall not be
limited to, any of the arrangements set forth in the Nevada General
Corporation Law, as the same may be amended from time to time."
Item 7. Exemption From Registration Claimed.
Not applicable.
II-6
<PAGE>
Item 8. Exhibits.
EXHIBIT
NUMBERS
-------
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement by and between Registrant and Mesa
Consulting Group Inc. dated February 29, 1996.
10.2 Amendment Number 1 to Consulting Agreement by and between
Registrant and Mesa Consulting Group Inc. dated as of June 1,
1996.
10.3 Consulting Agreement by and among Registrant, New Concept Mining,
Inc. and Dixie Exploration Corporation dated October 2, 1995.
10.4 Consulting Agreement Amendment by and among Registrant, New
Concept Mining, Inc. and Dixie Exploration Corporation dated
July 3, 1996.
24.1 Consent of John M. Dab (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-7
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on this 17th day of
July, 1996.
AMERICAN TECHNOLOGIES GROUP, INC.
By: /s/ John Collins
----------------------------------
JOHN R. COLLINS
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John Collins Chairman of the Board, July 17, 1996
- --------------------- Chief Executive Officer
JOHN R. COLLINS and Treasurer (Principal)
Financial and Accounting
Officer)
/s/ Shui-Yin Lo Director of Research and July 17, 1996
- -------------------- Development and a Director
SHUI YIN LO
/s/ David Gann Director of Marketing July 17, 1996
- -------------------- and a Director
DAVID GANN
/s/ Hugo Pomrehn President, Chief July 17, 1996
- --------------------- Operating Officer
HUGO POMREHN and a Director
II-9
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
------- ----
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement by and between Registrant
and Mesa Consulting Group Inc. dated February 29, 1996.
10.2 Amendment Number 1 to Consulting Agreement by and
between Registrant and Mesa Consulting Group Inc. dated
as of June 1, 1996.
10.3 Consulting Agreement by and among Registrant,
New Concept Mining, Inc. and Dixie Exploration
Corporation dated October 2, 1995.
10.4 Consulting Agreement Amendment by and among
Registrant, New Concept Mining, Inc. and
Dixie Exploration Corporation dated July 3, 1996.
24.1 Consent of John M. Dab (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
II-10
<PAGE>
PROSPECTUS
90,000 Shares
Common Stock
AMERICAN TECHNOLOGIES GROUP, INC.
CONSULTANT AGREEMENTS
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
This Prospectus relates to 90,000 shares of Common Stock of American
Technologies Group, Inc., a Nevada corporation (the "Company"), subject to
agreements (the "Agreements") entered into by and between the Company and a
management, marketing and financial consultant and a mining consultant
(individually, a "Consultant" and collectively, "Consultants").
Consultants who are affiliates of the Company, as such term is defined in
Rule 405 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), may not resell under this Prospectus shares of the Company's
Common Stock received pursuant to the Agreements. Any other Consultants,
however, may from time to time sell, without restrictions, shares of Common
Stock received pursuant to such Agreements.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.
The date of this Prospectus is July 19, 1996.
<PAGE>
The Company hereby undertakes to provide to each person to whom this
Prospectus is delivered, without charge, upon written or oral request of such
person, a copy of any and all documents required to be delivered pursuant to
Rule 428(b) under the Securities Act and a copy of any or all of the other
documents that have been incorporated by reference in the Registration Statement
on Form S-8, covering the shares of Common Stock under the Consulting
Agreements, filed with the Securities and Exchange Commission concurrently
herewith. Those documents are herein incorporated by reference and may be
obtained by contacting James Nicastro, Vice President, Administration, American
Technologies Group, Inc., 1017 South Mountain Avenue, Monrovia, California
91016, telephone number (818) 357-5000.
TABLE OF CONTENTS
Page
----
Introduction...................................................... 3
Description of the Agreements..................................... 3
------------------
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection
with the Agreements described in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offering in any state in
which such offering may not lawfully be made.
2
<PAGE>
INTRODUCTION
This Prospectus relates to 90,000 shares of Common Stock of the Company
issuable under the Agreements. A Registration Statement on Form S-8 with
respect to such shares of Common Stock has been filed with the Securities and
Exchange Commission concurrently herewith. This Prospectus, which forms a part
of such Registration Statement, sets forth information concerning the Agreements
and the Company and is being distributed to participating Consultants pursuant
to the Securities Act.
The Company's principal executive offices are located at 1017 South
Mountain Avenue, Monrovia, California 91016; its telephone number is
(818) 357-5000.
DESCRIPTION OF THE AGREEMENTS
DESCRIPTION OF THE AGREEMENTS
Two separate contracts constitute the Agreements under which the
Company's Common Stock is to be issued pursuant to this Prospectus: (i) a
Consulting Agreement by and between the Company and Mesa Consulting Group
Inc. ("Mesa") dated February 29, 1996, as amended as of June 1, 1996 (the
Mesa Agreement"); and (ii) a Consulting Agreement dated October 2, 1995 by
and among the Company, New Concept Mining, Inc. ("New Concept") and Dixie
Exploration Corporation ("Dixie") as amended July 3, 1996 (the "Dixie
Agreement").
MESA AGREEMENT. The Mesa Agreement provides for the issuance of 530,000
shares of the Company's Common Stock to Mesa for management, marketing and
financial consulting services provided to the Company. Such services include
the obtaining of customers for the Company's products, preparing business plans
and advising the Company on potential relationships with investment banks.
DIXIE AGREEMENT. The Dixie Agreement provides for the issuance of an
aggregate of 90,000 shares of the Company's Common Stock to Dixie for mine and
milling purchase, design and construction advice provided to the Company and its
wholly-owned subsidiary, New Concept. Of these 90,000 shares, 50,000 shares
were previously issued to Dixie for services rendered and to be rendered from
prior to July 31, 1996 and 40,000 shares are to be issued for services to be
rendered during the one year period commencing August 1, 1996.
3
<PAGE>
TERMINATION OF AGREEMENTS. The Mesa Agreement terminates on February 28,
1997. The Dixie Agreement terminates on July 31, 1997.
ADMINISTRATION OF THE AGREEMENT. The Agreements are administered by the
Chief Executive Officer and President of the Company. These officers are
elected by the Company's Board of Directors (the same persons, one of whom is
also a principal stockholder of the Company, constitute two of the four Board
members), and serve at the discretion of the Board, until their respective
successors are elected and qualify. Such officers have the authority to
construe and interpret any of the provisions of the Agreements.
Other than as disclosed herein, such officers of the Company have no
material relationships with the Company, its employees, or its affiliates.
ERISA
The Agreements and the Common Stock issuable thereunder are not subject to
the Employee Retirement Income Security Act of 1974 ("ERISA").
SOURCE FOR SECURITIES COVERED BY THE AGREEMENTS
The shares subject to the Agreements will be newly issued shares of Common
Stock issued by the Company and are not expected to be purchased in the open
market.
RESTRICTIONS ON TRANSFER OF STOCK
Common Stock issued pursuant to an Agreement may be sold, assigned, gifted,
pledged, hypothecated, encumbered or otherwise transferred or alienated in any
manner by the holder(s) thereof, subject however to such other restrictions as
may be contained in the Agreement and also subject to compliance with any
applicable federal, state or other local law, regulation or rule governing the
sale or transfer of stock or securities.
TAX EFFECT OF AGREEMENTS
The Company has not investigated the tax implications of the Agreements to
the persons who acquire Common Stock thereunder. Consultants who receive Common
Stock should consult their own tax advisors as to the tax consequences to them.
No representations regarding any such tax consequences is made by the Company.
4
<PAGE>
[LETTERHEAD]
July 17, 1996
Board of Directors
American Technologies Group, Inc.
1017 S. Mountain Ave.
Monrovia, California 91016
Gentlemen:
As General Counsel for American Technologies Group, Inc. (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on or about July 19, 1996 relating to the issuance and sale of up
to 90,000 shares of the Company's Common Stock (the "Shares"), as more fully
described in the Registration Statement, I have examined such corporate
records and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion and, on the basis
of such examination, advise you that in my opinion the Shares will be, when
issued and sold as specified in the Registration Statement, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. This consent is not to be construed as an admission
that I am a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ John M. Dab
John M. Dab
General Counsel
EXHIBIT 5.1
<PAGE>
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of February
29, 1996, by and between MESA CONSULTING GROUP, INC., a New York corporation
("MESA"), and AMERICAN TECHNOLOGIES GROUP, INC., a Nevada corporation ("ATG").
RECITALS:
WHEREAS, ATG desires management, marketing and financial consulting in the
areas described in Exhibit A, attached hereto and incorporated hereat as though
set forth in full (the "Services");
WHEREAS, MESA is capable and will of providing such consulting services.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, ATG and MESA hereby agree as follows:
1. ENGAGEMENT. Upon the terms, and subject to the terms and conditions,
contained herein, ATG hereby engages MESA on a non-exclusive basis to provide
consulting services and MESA agrees to provide such services in the areas
described in Exhibit A. As part of MESA's obligations hereunder, MESA shall
a) Familiarize itself as required with the business, operations,
properties, conditions (financial and otherwise) and prospects of ATG and its
subsidiaries;
b) Consult and assist the Company in developing a general strategy
regarding the accomplishment of the items described in Exhibit A;
c) Assist, directly or indirectly, as requested, in the negotiations
of any contracts with third parties arising in connection with the services
provided hereunder; and
d) Render such other consulting services as ATG may from time to time
request.
2. FEES. As compensation for the services rendered by MESA hereunder, ATG
shall pay MESA on the first day of each month during the term hereof $7,500. In
addition, in the event as a result of the efforts of MESA, ATG concludes an
acquisition, merger or other restructuring, obtains a capital infusion or a
sales or revenue enhancement, then ATG shall pay to MESA an additional fee based
upon the nature of such transaction as agreed upon prior to such closing. Upon
written request by MESA and advanced written approval, ATG will reimburse
reasonable travel and other out-of-pocket expenses of MESA incurred in
connection with its performance hereunder.
EXHIBIT 10.1
<PAGE>
3. CONFIDENTIAL INFORMATION.
3.1 DEFINITION. MESA recognizes that the relationship created by
this Agreement may involve access by MESA to information of substantial value to
ATG, including, but not limited to, designs, drawings, plans, software,
programs, material and manufacturing specifications, devices, trade secrets,
applications, formulae, know-how, methods, techniques, and processes (whether
related to ATG's patents, or otherwise), as well as financial, business,
marketing and product development information, and customer lists relating to
the ATG's products and operations (collectively, "Confidential Information"),
provided that Confidential Information shall not include information:
a) In the public domain or which subsequently falls into the public
domain;
b) Which MESA can prove was known through a source independent of ATG
prior to any communication by ATG; or
c) Disclosed to MESA in good faith by a third party having a legal
right to do so.
3.2 NON-DISCLOSURE. MESA acknowledges and agrees that ATG represents
that it owns or has the legal right to all right, title and interest in and to
the Confidential Information. MESA further agrees that it shall (i) maintain
the secrecy and confidentiality of all Confidential Information which comes to
its attention, (ii) take all necessary precautions to prevent any disclosure of
Confidential Information by any of its employees or agents, and (iii) during the
term of this Agreement and for so long as Confidential Information does not
enter into the public domain through no act or omission of MESA, neither
publish, disclose nor disseminate any part of such Confidential Information in
any manner, or use the same, without the prior written consent of ATG.
3.3 INJUNCTIVE RELIEF. MESA understands and agrees that the
Confidential Information has special value, the loss of which cannot be
reasonably or adequately compensated in damages or in an action at law, and
therefore, in the event of any breach or violation of the provisions of this
Section 3 by MESA, ATG shall be entitled to equitable relief by way of
injunction without bond and without the necessity of proving actual damages, in
addition to, and not in limitation of, any other relief or rights to which ATG
may be entitled. The terms and provisions of this Section 3 shall survive any
termination or expiration of this Agreement.
3.4 AFTER TERMINATION MESA shall cease to use any Confidential
Information and shall promptly return to ATG any and all physical, written and
descriptive matter (including all reproductions and copies thereof) containing
Confidential Information upon termination or expiration of this Agreement.
4. INDEMNIFICATION. The parties hereto shall indemnify, defend and hold
each other and their respective officers, directors employees and agents
(collectively, the "Indemnitees") harmless
2
<PAGE>
from and against any and all claims, actions, lawsuits, demands, costs,
liabilities, losses, damages and/or expenses (including reasonable attorneys'
fees and costs of litigation) made or incurred as a result of such parties
performance hereunder. In connection herewith, ATG represents and warrants to
MESA that all written information provided to Mesa pursuant to this Agreement is
true and correct in all material respects.
5. TERM. Subject to the termination provisions of Section 6 hereof, the
term of this Agreement shall be for the period commencing on March 1, 1996 and
ending on February 28, 1997.
6. TERMINATION.
6.1 MANNER. This Agreement may be terminated prior to the expiration
of the Term as follows:
a) By mutual consent of the parties in writing at any time;
b) By either party upon giving written notice to the other party
if such other party is in default of any term or provision hereunder, and such
default is not cured within ten (10) days of written notice of such default; or
c) By either party on sixty (60) days advanced written notice.
6.2 EFFECT OF TERMINATION Termination of this Agreement shall not
relieve ATG of its obligation to pay to MESA any fees due under the second
sentence of Section 2 or due thereunder in connection with a transaction
initiated by MESA and entered into by ATG within one year of such termination
with any party identified in a writing delivered to ATG by such date .
7. GENERAL PROVISIONS.
7.1 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and be binding upon, the respective successors and assigns of the
respective parties hereto; PROVIDED, HOWEVER, that neither party hereto shall
have the right to assign any of its rights under this Agreement without the
prior written consent of the other party.
7.2 NOTICES. All notices, requests, demands and other communications
which may be given or are required to be given under this Agreement shall be in
writing and in the English language. All notices shall be sent by facsimile
transmission and confirmed by overnight courier, and shall be deemed given on
the date of such facsimile transmission. All notices shall be addressed as set
forth below:
3
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If to MESA: MESA CONSULTING GROUP, INC.
34 South Erie Avenue
Montauk, New York 11954
Attention: President
If to ATG: AMERICAN TECHNOLOGIES GROUP, INC.
1017 South Mountain Avenue
Monrovia, California 91016
Attention: John Collins
or to such other address as each party hereto may from time to time designate by
written notice to the other party as provided herein.
7.3 GOVERNING LAW. This Agreement has been executed and delivered in, and
shall be governed by and construed in accordance with the laws of the State of
California without regard to its conflict of laws provisions.
7.4 RESOLUTION OF DISPUTES. Any controversy or claim relating to this
Agreement (whether contract, tort, or both) or to the breach of this Agreement
shall be arbitrated by and in accordance with the then existing commercial
arbitration rules of the American Arbitration Association, in Los Angeles,
California. The arbitrator may render a judgment awarding actual compensatory
damages only, and no consequential, incidental, or punitive damages may be
awarded by the arbitrator. Judgment on the award rendered by such arbitrator
may be entered in any court having jurisdiction. Nothing in this Section 7.4
shall affect ATG's right to bring an action or proceeding against MESA in the
courts of any jurisdiction where the purpose of such action or proceeding is to
seek injunctive relief against MESA. Service of process in any such action or
proceeding brought hereunder may be made by mailing copies of such process to
the address of the parties provided for in Section 7.2 hereto, provided that
nothing in this Section 7.4 shall affect the right to serve legal process in any
other manner permitted by law. In the event of any action or proceeding to
enforce this Agreement, the successful or prevailing party will be entitled to
recover its attorneys' fees actually incurred and other costs incurred in any
such action or proceeding, in addition to any other relief to which it may be
entitled.
7.5 HEADINGS. The headings herein are for convenience only, do not
constitute a part of this Agreement, and shall not be deemed to limit or affect
any of the terms or provisions hereof.
7.6 WAIVER AND AMENDMENT. No waiver, amendment, modification or change of
any provision of this Agreement shall be effective unless and until made in
writing and signed by all of the parties hereto. No waiver, forbearance or
failure by any party hereto of its right to enforce any provision of this
Agreement shall constitute a waiver or estoppel of such party's right to enforce
any other provision of this Agreement or a continuing waiver by such party of
compliance with any provision.
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<PAGE>
7.7 SEVERABILITY. The provisions of this Agreement are intended to be
interpreted and construed in a manner so as to make such provisions valid,
binding and enforceable. In the event that any provision of this Agreement is
determined to be partially or wholly invalid, illegal or unenforceable, then
such provision shall be deemed to be modified or restricted to the extent
necessary to make such provision valid, binding and enforceable, or, if such
provision cannot be modified or restricted in a manner so as to make such
provision valid, binding and enforceable, then such provision shall be deemed to
be excised from this Agreement and the validity, binding effect and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired in any manner.
7.8 COOPERATION. Each party hereto shall cooperate with the other party
hereto and shall take such further action and shall execute and deliver such
further documents as may be necessary or desirable in order to carry out the
provisions and purposes of this Agreement.
7.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
7.10 ENTIRE AGREEMENT. This Agreement (including the exhibits and
schedules hereto, each of which is incorporated herein and made a part of this
Agreement) constitutes the entire agreement and understanding of the parties
hereto and terminates and supersedes any and all prior agreements, arrangements
and understandings, both oral and written, express or implied, between the
parties hereto concerning the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
"MESA"
MESA CONSULTING GROUP, INC.
By: /s/ MESA CONSULTING GROUP, INC.
-----------------------------------
Name: Mitchell Sacks
---------------------------------
Its: Chairman
----------------------------------
"ATG"
AMERICAN TECHNOLOGIES GROUP INC.
By: /s/ John Collins
------------------------------------
Name: John Collins
Its: Chairman
5
<PAGE>
AMENDMENT NUMBER 1 TO CONSULTING AGREEMENT
THIS AMENDMENT NUMBER 1 (the "Amendment") to the Consulting Agreement dated
February 29, 1996 (the "Agreement") is made and entered into as of June 1, 1996,
by and between MESA CONSULTING GROUP, INC., a New York corporation ("MESA"), and
AMERICAN TECHNOLOGIES GROUP, INC., a Nevada corporation ("ATG").
WHEREAS, MESA has been devoting more time and effort than originally
anticipated to providing the Services to ATG under the Agreement;
WHEREAS, ATG has increased the fee payable to MESA under Section 2 of the
Agreement and has agreed to provide an additional one time fee payable in common
stock of ATG, and
WHEREAS, ATG and MESA desire to formally amended the Agreement to conform
to the agreed upon changes.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, ATG and MESA hereby agree as follows:
1. COMPENSATION. Section 2 of the Agreement is hereby amended to read in
its entirety as follows:
"2. FEES. As compensation for the services rendered by MESA
hereunder, ATG shall pay MESA on the first day of each month during
the term hereof $12,500. In addition, in the event as a result of the
efforts of MESA, ATG concludes an acquisition, merger or other
restructuring, obtains a capital infusion or a sales or revenue
enhancement, then ATG shall pay to MESA an additional fee based upon
the nature of such transaction as agreed upon prior to such closing.
Upon written request by MESA and advanced written approval, ATG will
reimburse reasonable travel and other out-of-pocket expenses of MESA
incurred in connection with its performance hereunder.
"As additional compensation for the Services, ATG shall pay MESA
a one time fee of 50,000 shares of ATG Common Stock (the "Shares").
The Shares shall be valued at $2.00 per share. The Shares to be
delivered to MESA hereunder shall be delivered upon registration of
the Shares under the Securities Act of 1933 on Form S-8."
2. MESA AND MITCHELL SACKS ("SACKS") REPRESENTATIONS. As a condition to
the issuance of the Shares, MESA and SACKS hereby
EXHIBIT 10.2
<PAGE>
warrant and represent to ATG as follows, each of which representation and
warranty is material and is being relied upon by ATG and each of which is true
at and as of the date hereof:
2.1 MESA'S AND SACKS' KNOWLEDGE. That MESA and SACKS have a
preexisting business or personal relationship with ATG, that they are aware of
the business affairs and financial condition of ATG and that they have such
knowledge and experience in businesses in the development stage and financial
matters with respect to companies in businesses similar to ATG sufficient to
enable them to evaluate the risks of the prospective investment and to make an
informed investment decision with respect thereto. MESA and SACKS further
acknowledge that ATG has made available to them the opportunity to ask questions
and receive answers from ATG concerning the terms and conditions of the issuance
of the Shares and that they could be reasonably assumed to have the capacity to
protect their own interests in connection with such investment.
2.2 SPECULATIVE INVESTMENT. That MESA and SACKS realize that the
purchase of the Shares will be a speculative investment and that they are able,
without impairing their financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of the investment.
3. RATIFICATION OF AGREEMENT. Except as specifically modified in this
Amendment, the terms of the Agreement are hereby ratified and confirmed. In the
event of any conflict in the provisions of this Amendment and those contained in
the Agreement, the provisions of this Amendment shall control.
4. DEFINED TERMS. Capitalized words not defined in this Amendment shall
have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
AMERICAN TECHNOLOGIES GROUP INC. MESA CONSULTING GROUP. INC.
By: /s/ John Collins By: /s/ Mitchell Sacks
------------------------------ ------------------------------------
Name: John Collins Name: Mitchell Sacks
Its: Chairman Its: President
/s/ Mitchell Sacks
---------------------------------------
Mitchell Sacks, individually
as to Section 2 hereof only
2
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is dated as of October 2,
1995 and entered into by and among AMERICAN TECHNOLOGIES GROUP INC., a Nevada
corporation ("ATG"), NEW CONCEPT MINING, INC., a Nevada corporation ("NCM"), and
DIXIE EXPLORATION CORPORATION, a Nevada corporation ("Dixie"), and is made with
respect to the following:
A. WHEREAS, subsequent to NCM's acquisition of certain mining properties
and equipment from Dixie, Dixie provided various services to NCM and will
continue to provide such services to NCM until July 31, 1996;
B. WHEREAS, such services consisting of negotiating for NCM's acquisition
of mining property from Crown Resources and Teledyne, loan facilitation, mill
design, flow sheet preparation, equipment acquisition, mill startup and
metallurgy and other matters regarding mining operations;
C. WHEREAS, NCM, ATG and Dixie desire to enter into an agreement to set
forth in a definitive manner the compensation to be received by Dixie for such
services.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. CONSULTING SERVICES. Dixie shall cause its employee Anthony Selig to
provide the consulting services described above to NCM.
2. TERM. The term ("Term") of this Agreement shall commence on the date
hereof and shall continue until July 31, 1996 provided however, that all payment
for all services provided by Selig to NCM or ATG prior to the date hereof shall
be included in the consideration set forth in Section 3 hereof.
3. COMPENSATION. As compensation for the services heretofore performed by
Dixie and to be performed by Dixie pursuant to this Agreement, upon behalf of
NCM, ATG agrees to pay to Dixie 50,000 shares of ATG Common Stock (the
"Shares"). The Shares shall be valued at 20% less than the average of the
closing bid and asked price per share over the twenty trading days prior to
delivery, but in no event more than $2.00 per share. The Shares to be delivered
to Dixie hereunder shall be delivered upon registration of the Shares under the
Securities Act of 1933 on Form S-8.
4. DIXIE'S REPRESENTATIONS:
Dixie hereby warrants and represents to ATG as follows, each of which
representation and warranty is material and is being relied upon by ATG and each
of which is true at and as of the date hereof:
EXHIBIT 10.3
<PAGE>
4.1 DIXIE'S KNOWLEDGE. That Dixie has a preexisting business or
personal relationship with ATG, that it is aware of the business affairs and
financial condition of ATG and that it has such knowledge and experience in
businesses in the development stage and financial matters with respect to
companies in businesses similar to ATG sufficient to enable Dixie to evaluate
the risks of the prospective investment and to make an informed investment
decision with respect thereto. Dixie further acknowledges that ATG has made
available to Dixie the opportunity to ask questions and receive answers from ATG
concerning the terms and conditions of the issuance of the Shares and that Dixie
could be reasonably assumed to have the capacity to protect its own interests in
connection with such investment.
4.2 SPECULATIVE INVESTMENT. That Dixie realizes that its purchase of
the Shares will be a speculative investment and that Dixie is able, without
impairing its financial condition, to hold the Shares for an indefinite period
of time and to suffer a complete loss of its investment.
5 NOTICES. Any and all notices or other communications required or
permitted by this Agreement or by law shall be deemed duly served and given when
actually received by personal delivery or by certified mail, return receipt
requested, with first class postage prepaid thereon, to the party to whom such
notice or communication is directed, addressed as follows:
ATG: AMERICAN TECHNOLOGIES GROUP, INC.
1017 South Mountain Avenue
Monrovia, CA 91016
Attention: Chief Executive Officer
Dixie: DIXIE EXPLORATION CORPORATION
3430 Westwind
Las Vegas, Nevada 89102
Attention: Anthony Selig
Each of the parties hereto may change its address for purposes of this
Section 5 by giving written notice of such change in the manner provided for in
this Section 5.
6. ATTORNEY'S FEES AND EXPENSES. In the event that it should become
necessary for any party to this Agreement to bring an action, including
arbitration, either at law or in equity, to enforce or interpret the terms of
this Agreement, the prevailing party in such action shall be entitled to recover
its reasonable attorneys' fees and expenses as a part of any judgment therein,
in addition to any other award which may be granted.
7. APPLICABLE LAW/VENUE. This Agreement is executed and intended to be
performed in the State of California and the laws of such state shall govern its
interpretation and effect. If suit is
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<PAGE>
instituted by any party hereto by any other party hereto for any cause or matter
arising from or in connection with the respective rights or obligations of the
parties hereunder, the sole jurisdiction and venue for such action shall be the
Superior Court of the State of California in and for the County of Los Angeles.
8. INTEGRATED AGREEMENT. As to the subject matter of this Agreement, this
Agreement constitutes the entire agreement of the parties and supersedes all
prior agreements between the parties and all such prior agreements shall be
deemed voluntarily terminated by the mutual consent of the parties hereto and
shall be of no further force or effect.
9. ASSIGNMENT. This Agreement is not assignable but shall be binding upon
and shall inure to the benefit of the successors of each party hereto.
10. SEVERABILITY. Any provision in this Agreement which is, by competent
judicial authority, declared illegal, invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability of such provision in any other jurisdiction. The parties hereto
agree to negotiate in good faith to replace any illegal, invalid or
unenforceable provision of this Agreement with a legal, valid and enforceable
provision that, to the extent possible, will preserve the economic bargain of
this Agreement, or otherwise to amend this Agreement, including the provision
relating to choice of law, to achieve such result.
11. WAIVER. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
DIXIE EXPLORATION CORPORATION,
a Nevada corporation
By: /s/ Anthony Selig
------------------------
Anthony Selig, President
American Technologies Group, Inc., New Concept Mining, Inc.,
a Nevada corporation a Nevada corporation
By: /s/ John Collins By: /s/ Bill Foster
------------------------ ------------------------------
John Collins, CEO Bill Foster, President
3
<PAGE>
CONSULTING AGREEMENT AMENDMENT
THIS CONSULTING AGREEMENT AMENDMENT (this "Amendment") is dated as of July
3rd, 1996 and entered into by and among AMERICAN TECHNOLOGIES GROUP INC., a
Nevada corporation ("ATG"), NEW CONCEPT MINING, INC., a Nevada corporation
("NCM"), and DIXIE EXPLORATION CORPORATION, a Nevada corporation ("Dixie"), and
is made with respect to the following:
A. WHEREAS, pursuant to a Consulting Agreement dated October 2, 1995
among the parties hereto, Dixie provided various services to NCM and will
continue to provide such services to NCM until July 31, 1996;
B. WHEREAS, the parties desire to extend the Term of the Agreement and
provide for additional compensation to Dixie as hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. TERM. Section 2 of the Agreement is hereby amended by deleting
"July 31, 1996" and replacing it with "July 31, 1997."
2. COMPENSATION. Section 3 of the Agreement is hereby amended to read in
its entirety as follows:
"3. COMPENSATION. As compensation for the services heretofore
performed by Dixie and to be performed by Dixie pursuant to this
Agreement prior to July 31, 1996, upon behalf of NCM, ATG agrees to
pay to Dixie 50,000 shares of ATG Common Stock (the "Initial Shares").
The Initial Shares shall be valued at 20% less than the average of the
closing bid and asked price per share over the twenty trading days
prior to delivery, but in no event more than $2.00 per share. As
compensation for the services to be performed by Dixie pursuant to
this Agreement from August 1, 1996 to July 31, 1997, upon behalf of
NCM, ATG agrees to pay to Dixie after August 1, 1996, 40,000 shares of
ATG Common Stock (the "Additional Shares," the Initial Shares and the
Additional Shares are hereinafter sometimes referred together as the
"Shares.") The Additional Shares shall be valued at 20% less than the
average of the closing bid and asked price per share over the twenty
trading days prior to delivery, but in no event more than $2.80 per
EXHIBIT 10.4
<PAGE>
share. The Shares to be delivered to Dixie hereunder shall be delivered
upon registration of the Shares under the Securities Act of 1933 on
Form S-8."
3. DIXIE'S REPRESENTATIONS. Section 4 of the Agreement is hereby amended
by adding at the end of the introductory clause "and as of the date of the
issuance of the Shares."
4. DEFINED TERMS. Capitalized words not defined in this Amendment shall
have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
DIXIE EXPLORATION CORPORATION,
a Nevada corporation
By: /s/ Anthony Selig
-------------------------------
Anthony Selig, President
American Technologies Group, Inc., New Concept Mining, Inc.,
a Nevada corporation a Nevada corporation
By: /s/ John Collins By: /s/ Bill Foster
---------------------------- -----------------------------
John Collins, CEO Bill Foster, President
2
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To American Technologies Group, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our reports dated
December 29, 1995 included in the Company's Form 10-K for the year ended
July 31, 1995 and to all references to our Firm included in this registration
statement.
/s/ Arthur Anderson LLP
ARTHUR ANDERSON LLP
Los Angeles, California
July 17, 1996
EXHIBIT 23.2
