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As filed with the Securities and Exchange Commission on May 8, 1997
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 AGREEMENT
(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 of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price per Offering Fee
Share(1) Price(1)
- -------------------------------------------------------------------------------
Common Stock, $.001 33,000 $4.63 $152,790 $100.00
par value shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
==============================================================================
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PROSPECTUS
33,000 Shares
Common Stock
AMERICAN TECHNOLOGIES GROUP, INC.
CONSULTANT AGREEMENT
___________________
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 33,000 shares of Common Stock of American
Technologies Group, Inc., a Nevada corporation (the "Company"), subject to
an agreement (the "Agreement") entered into by and between the Company and
an individual (the "Consultant")
A Consultant who is an affiliate ("Affiliate") 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 Agreement. Any other
Consultant, however, may from time to time sell, without restrictions, shares
of Common Stock received pursuant to such Agreement.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.
The date of this Prospectus is May 8, 1997.
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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
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INTRODUCTION
This Prospectus relates to 33,000 shares of Common Stock of the Company
issuable under the Agreement. 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
Agreement and the Company and is being distributed to the Consultant 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 AGREEMENT
DESCRIPTION OF THE AGREEMENT
The Agreement under which the Company's Common Stock is to be issued
pursuant to this Prospectus is a Consulting Agreement dated as of April 23,
1997, by and between the Company and William Carroll ("Carroll"), (the
"Carroll Agreement"). The Carroll Agreement provides for the issuance of
33,000 shares of the Company's Common Stock to Carroll for real estate,
acquisition and other consulting services provided and to be provided to the
Company.
TERMINATION OF AGREEMENT. The Carroll Agreement terminates on April 22,
1998.
ADMINISTRATION OF THE AGREEMENT. The Carroll Agreement is administered
by the Chief Executive Officer and President of the Company. The 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
five 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 and Directors 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.
3
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RESTRICTIONS ON TRANSFER OF STOCK
Common Stock issued pursuant to the Agreements 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 Agreements 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.
Affiliates of the Company may not sell shares of Common Stock acquired
pursuant to this Prospectus unless such shares have been registered under the
Securities Act by the Company for resale by Affiliates or an exemption for such
registration is available. Rule 144, promulgated under the Securities Act,
which contains limitations on the manner of sale and the amount of shares that
may be sold, provides an exemption from registration under the Securities Act.
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
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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, 1996.
(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.
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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
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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
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(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
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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
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Item 8. Exhibits.
Exhibit
Numbers
-------
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement between the Company and
William Carroll dated April 23, 1997.
24.1 Consent of John M. Dab (included in Exhibit 5.1).
24.2 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.
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.
II-7
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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
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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 8th day of
May, 1997.
AMERICAN TECHNOLOGIES GROUP, INC.
By:/s/ John R. 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 R. Collins Chairman of the Board, May 8, 1997
- --------------------- Chief Executive Officer
JOHN R. COLLINS and Treasurer (Principal)
Financial and Accounting
Officer)
/s/ Shui-Yin Lo Director of Research and May 8, 1997
- --------------------- Development and a Director
SHUI YIN LO
/s/ David Gann Director of Marketing May 8, 1997
- --------------------- and a Director
DAVID GANN
/s/ Hugo Pomrehn Vice Chairman of the Board May 8, 1997
- ---------------------
HUGO POMREHN
/s/ Lawrence J. Brady President and a Director May 8, 1997
- ---------------------
LAWRENCE J. BRADY
II-9
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EXHIBIT INDEX
Page
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Exhibit
Number
- --------
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement between the Company and
William Carroll dated April 23, 1997.
24.1 Consent of John M. Dab (included in Exhibit 5.1).
24.2 Consent of Arthur Andersen LLP.
II-10
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Exhibit 5.1
[LETTERHEAD]
May 8, 1997
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 May 8, 1997 relating to the issuance and sale of up to 33,000 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
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is dated as of April 23, 1997
and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a Nevada
corporation ("ATG"), and WILLIAM CARROLL ("Carroll"), and is made with respect
to the following:
A. WHEREAS, ATG desires memorialize the terms under which Carroll has
provided and will continue to provide real estate, acquisition and other
consulting services;
B. WHEREAS, Carroll is willing to provide such services to ATG;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. CONSULTING SERVICES. Carroll shall provide consulting services to ATG
as described above.
2. TERM. The term ("Term") of this Agreement shall commence on the date
hereof and shall be for a one year term.
3. COMPENSATION. As full compensation for all services previously
performed and to be performed by Carroll pursuant to this Agreement, ATG shall
pay to Carroll One Hundred Thousand Dollars ($100,000) in the form of thirty-
three thousand (33,000) shares of ATG Common Stock (the "Shares") valued at
$3.03 per share.
4. CARROLL REPRESENTATIONS AND WARRANTIES. CARROLL 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 and will be true at the time of issuance of the Shares:
4.1 that CARROLL will acquire the Shares for CARROLL's own account
and not with a view to their resale or distribution and that CARROLL is
prepared to hold the Shares, if acquired, for an indefinite period and has no
present intention to sell, distribute or grant any participating interests in
the Shares, if acquired. CARROLL hereby acknowledges the fact that the
Shares will not be registered under the Securities Act of 1933, as amended
(the "1933 Act") or the California Corporations Code.
4.2 that CARROLL has been informed that the Shares may not be resold
or transferred unless first registered under the Federal and California
securities laws or unless an exemption from such registration is available.
Accordingly, CARROLL hereby acknowledges that CARROLL is prepared to hold the
Shares for an indefinite period of time.
<PAGE>
4.3 that CARROLL has a preexisting business or personal relationship
with ATG, that he is aware of the business affairs and financial condition of
ATG and that CARROLL has such knowledge and experience in business and
financial matters with respect to companies in business similar to ATG to
enable CARROLL to evaluate the risks of the prospective investment and to
make an informed investment decision with respect thereto. CARROLL further
acknowledges that ATG has made available to CARROLL the opportunity to ask
questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Shares and that CARROLL could be reasonably assumed to
have the capacity to protect his own interests in connection with such
investment.
4.4 that CARROLL realizes that his purchase of the Shares is a
speculative investment and that CARROLL is able, without impairing his
financial condition, to hold the Shares for an indefinite period of time and
to suffer a complete loss of his investment.
5. NO TRANSFER: CARROLL shall not transfer, encumber, alienate or
dispose, by gift or otherwise, all or any part of the Shares, except as may
be permitted by law.
6. RESTRICTIVE LEGEND: In order to reflect the restrictions on
disposition of the Shares, the stock certificates for such shares will be
endorsed with the a legend substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933 OR APPLICABLE STATE LAW, AND MAY NOT
BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION THEREUNDER OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
7. REGISTRATION RIGHTS. If at any time Carroll desires to sell the
Shares and resale of the Shares is not available under Rule 144 or such other
comparable Rule, Carroll shall so notify ATG in writing and as soon as
practicable ATG shall file a registration statement on Form S-8 or other
applicable form with the Securities and Exchange Commission covering the
Shares, at CARROLL's expense which shall not exceed $5,000.
8. TERMINATION. This Agreement may be terminated upon thirty days
advance written notice by either party for any reason or no reason.
9. 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
2
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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
Carroll: William Carroll
150 Deodar Lane
Bradbury, CA 91010
Each of the parties hereto may change its address for purposes of this
Section 9 by giving written notice of such change in the manner provided for
in this Section 9.
10. 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.
11. 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 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.
12. 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.
13. ASSIGNMENT. This Agreement is not assignable but shall be binding
upon and shall inure to the benefit of the successors of each party hereto.
14. 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
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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.
15. NON-COMPETITION. During the term hereof, except for business for
which Carroll is currently involved with, Carroll shall not, directly or
indirectly, whether as an employee, employer, consultant, agent, officer,
principal, partner, stockholder, director or any other individual or
representative capacity, engage or participate in any business that is in
competition in any manner with the business of ATG.
16. 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.
/s/ William Carroll
- ---------------------------------
William Carroll
American Technologies Group, Inc.,
a Nevada corporation
By: /s/ John Collins
------------------------------
John Collins
Chief Executive Officer
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EXHIBIT 24.2
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 report dated
November 13, 1996 included in the Company's Form 10-K for the year ended July
31, 1996 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
May 7, 1997
