<PAGE>
As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-08467
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20559
________________
Post-Effective Amendment No. 1 to
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)
Copy 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
<TABLE>
<CAPTION>
==================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Amount to be Price per Offering Registration
Title of Securities to be Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 165,000 shares $2.38 $392,700 $371(2)
==================================================================================================
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
(2) Previously paid
==================================================================================================
</TABLE>
<PAGE>
PROSPECTUS
165,000 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 165,000 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
certain investment public relations consultants 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 February 26, 1997.
<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 165,000 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
Three separate contracts constitute the Agreements under which the
Company's Common Stock is to be issued pursuant to this Prospectus: (i) a
Financial Consulting Agreement dated as of August 1, 1995, by and between the
Company and High Growth Capital Group ("High Growth") as amended on March 11,
1996, and January 1, 1997, (the "High Growth Agreement"); (ii) a
Marketing/Consulting Agreement dated August 25, 1995, by and between the Company
and One Financial USA. ("OneFin"), as amended on November 28, 1995 (the "OneFin
Agreement"); and (iii) 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 on July 3, 1997, and February 3, 1997, (the
"Dixie Agreement").
HIGH GROWTH AGREEMENT. The High Growth Agreement provides for the issuance
of an aggregate of 45,000 shares of the Company's Common Stock to High Growth
for financial public relations services provided or to be provided to the
Company; 25,000 of these shares have been issued to High Growth. Such services
include the obtaining of support for the Company among the brokerage and
investment communities.
ONEFIN AGREEMENT. The OneFin Agreement provides for the issuance to OneFin
of an option to purchase up to 10,000 shares of the Company's Common Stock at an
exercise price of $0.25 per share for corporate marketing services provided to
the Company. Such services include contacting financial industry media to
disseminate Company information and arrange interviews of Company executives.
The option was exercised for these 10,000 shares and the option expired on May
27, 1996.
DIXIE AGREEMENT. The Dixie Agreement provides for the issuance of an
aggregate of 110,000 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 shares, 90,000 have been issued.
3
<PAGE>
TERMINATION OF AGREEMENTS. The High Growth Agreement terminates on
December 31, 1997. The OneFin Agreement terminates upon OneFin's achievement of
certain specified goals contained in the OneFin Agreement. 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>
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).
I-1
<PAGE>
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.
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
II-1
<PAGE>
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 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,
II-2
<PAGE>
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;
(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
II-3
<PAGE>
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.
(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 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.
II-4
<PAGE>
"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.
Item 8. Exhibits.
Exhibit
Numbers
-------
5.1 Opinion of John M. Dab.
10.1 Financial Consulting Agreement by and between Registrant and High
Growth Capital Group dated as of August 1, 1995.*
10.2 Amendment Number 1 to Financial Consulting Agreement by and between
Registrant and High Growth Capital Group dated as of March 11, 1996.*
10.3 Marketing/Consulting Agreement by and between Registrant and
One Financial USA dated August 25, 1995.*
10.4 Consulting Agreement by and among Registrant, New Concept
Mining, Inc. and Dixie Exploration Corporation dated October 2,
1995.*
10.5 Consulting Agreement Amendment No. 2 by and among Registrant,
New Concept Mining, Inc. and Dixie Exploration Corporation dated
February 3, 1997.
II-5
<PAGE>
10.6 Amendment Number 2 to Financial Consulting Agreement by and between
Registrant and High Growth Capital Group dated as of January 1, 1997.
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Arthur Andersen LLP.
- ------------------
* Previously filed with this Registration Statement on March 18, 1996.
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.
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,
II-6
<PAGE>
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-7
<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 26 day of
February, 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, February 26, 1997
- --------------------- Chief Executive Officer
JOHN R. COLLINS and Treasurer (Principal)
Financial and Accounting
Officer)
/s/ Shui-Yin Lo Director of Research and February 26, 1997
- --------------------- Development and a Director
SHUI YIN LO
/s/ David Gann Director of Marketing February 26, 1997
- --------------------- and a Director
DAVID GANN
/s/ Hugo Pomrehn President, Chief February 26, 1997
- --------------------- Operating Officer
HUGO POMREHN and a Director
II-8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
- ---------- -----
5.1 Opinion of John M. Dab.
10.1 Financial Consulting Agreement by and between
Registrant and High Growth Capital Group dated
as of August 1, 1995.*
10.2 Amendment Number 1 to Financial Consulting Agreement
by and between Registrant and High Growth Capital
Group dated as of March 11, 1996.*
10.3 Marketing/Consulting Agreement by and between Registrant
and One Financial USA dated August 25, 1995.*
10.4 Consulting Agreement by and among Registrant, New Concept
Mining, Inc. and Dixie Exploration Corporation
dated October 2, 1995.*
10.5 Consulting Agreement Amendment No. 2 by and among Registrant,
New Concept Mining, Inc. and Dixie Exploration Corporation
dated February 3, 1997.
10.6 Amendment Number 2 to Financial Consulting Agreement by and
between Registrant and High Growth Capital Group dated
as of January 1, 1997.
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Arthur Andersen LLP.
- ---------------
* Previously filed with this Registration Statement on March 18, 1996.
II-9
<PAGE>
Exhibit 5.1
[LETTERHEAD]
February 25, 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 Amendment No. 1 to the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission on or about February 26, 1997 relating to the issuance and sale of
up to 165,000 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 AMENDMENT No. 2
THIS CONSULTING AGREEMENT AMENDMENT No. 2 (this "Amendment") is dated as
of February 3rd, 1997 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, 1997;
B. WHEREAS, pursuant thereto the responsibilities of and services
provided by Dixie have been and are greater than anticipated and the parties
desire to 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. 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, 60,000 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 $2.25 per share.
The Shares to be delivered to Dixie hereunder shall be delivered
upon registration of
<PAGE>
the Shares under the Securities Act of 1933 on Form S-8."
2. 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
<PAGE>
AMENDMENT NUMBER 2
to
FINANCIAL CONSULTING AGREEMENT
THIS AMENDMENT NUMBER 2 TO FINANCIAL CONSULTING AGREEMENT is dated as of
January 1, 1997 and entered into by and between AMERICAN TECHNOLOGIES GROUP
INC., a Nevada corporation ("ATG"), and HIGH GROWTH CAPITAL GROUP, a California
corporation ("High Growth"), and is made with respect to the following:
A. WHEREAS, High Growth and ATG entered into a Financial Consulting
Agreement dated as of August 1, 1995 as amended on March 11, 1996 (the
"Agreement");
B. WHEREAS, the parties to the Agreement had orally agreed to extend the
term thereof and now desire to document the terms of the extension.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. TERM. The term ("Term") of the Agreement shall be extended for a one
year period ending on December 31, 1997.
2. COMPENSATION. As compensation for the services to be performed by High
Growth during the term described in Section 1 hereof, ATG agrees to pay to High
Growth 15,000 shares of ATG Common Stock (the "Shares"). The Shares shall be
valued at $2.00 per share, approximately 25% less than the bid price of the
Common Stock on the NASDAQ Electronic Bulletin Board. The Shares to be
delivered to High Growth hereunder shall be delivered 5,000 upon registration of
such Shares under the Securities Act of 1933 on Form S-8 and 10,000 on June 1,
1997, subject to said Form S-8 being effective. At ATG's option, ATG may pay to
High Growth Ten Thousand Dollars ($10,000) in lieu of the initial 5,000 Shares
on or before March 1, 1997 and Thirty Thousand Dollars ($30,000) in lieu of the
10,000 Shares on or before June 1, 1997. In addition, ATG may pay to High
Growth Ten Thousand Dollars ($10,000) in lieu of the remaining 5,000 shares of
ATG Common Stock due under the amendment to the Agreement dated March 11, 1996
on or before March 1, 1997.
3. HIGH GROWTH'S REPRESENTATIONS:
High Growth 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 as of
the date of issuance of the Shares:
3.1 HIGH GROWTH'S KNOWLEDGE. That High Growth 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 High
<PAGE>
Growth to evaluate the risks of the prospective investment and to make an
informed investment decision with respect thereto. High Growth further
acknowledges that ATG has made available to High Growth the opportunity to ask
questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Shares and that High Growth could be reasonably assumed to
have the capacity to protect its own interests in connection with such
investment.
3.2 SPECULATIVE INVESTMENT. That High Growth realizes that its
purchase of the Shares will be a speculative investment and that High Growth 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.
3.3 SHAREHOLDER'S OF HIGH GROWTH. Everett Gust is the sole
shareholder of High Growth.
4. NO OTHER CHANGES. Except as otherwise provided herein, the Agreement
is ratified and confirmed in its entirety.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
American Technologies Group, Inc., High Growth Capital Group,
a Nevada corporation a California corporation
By: /s/ John Collins By: /s/ Everett Gust
-------------------------- -------------------------
John Collins Everett Gust
Chief Executive Officer President
2
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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 reports 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
February 25, 1997
