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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 26, 1996
AMERICAN TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-23268 95-4307525
(State or other jurisdiction of (Commission (IRS. Employer
incorporation or organization) File Number) Identification No.)
1017 SOUTH MOUNTAIN AVENUE, MONROVIA, CA. 91016
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (818) 357-5000
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On November 26, 1996 American Technologies Group, Inc. ("ATG" or the
"Company") sold for cash to a foreign investor a 7% Convertible Debenture Due
November 1, 1999 in the amount of One Million, Four Hundred Thousand Dollars
($1,400,000) (the "Debenture"). The sale was exempt from registration under
the Securities Act of 1933, as amended, pursuant to Regulation S adopted
thereunder.
Commencing on January 10, 1997, up to fifty percent (50%) of the
principal amount of the Debenture together with accrued but unpaid interest
may be converted into ATG Common Stock and commencing on February 9, 1997,
one hundred percent (100%) of the principal amount of the Debenture together
with accrued but unpaid interest may be converted into ATG Common Stock;
however the right to convert the Debenture expires on October 29, 1999. The
Debenture is convertible into Common Stock at a conversion price per share
equal to the lower of (i) $2.775 or (ii) seventy percent (70%) of the average
closing bid prices of the Common Stock for the five consecutive trading days
ending on the trading day immediately preceding the conversion date.
D.J. Ltd. and Corporate Capital Management, LLC. acted as placement
agents and together received One Hundred Thousand Dollars ($140,000) and
warrants to purchase 150,000 shares of Common Stock at an exercise price of
Four Dollars ($4.00) per share. The warrant has a five year term and certain
"piggy-back" rights to registration under the Securities Act of 1933, as
amended.
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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 TECHNOLOGIES GROUP, INC.
By: /s/ John Collins
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John Collins
Chairman of the Board and
Chief Executive Officer
Date: December 10, 1996
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