<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1998
Registration No. 33- _________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20559
---------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
BORU ENTERPRISES CONSULTING AGREEMENT
FINANCIAL PUBLIC RELATIONS LETTER OF AGREEMENT
(Full Title of the Plans)
Lawrence J. Brady
Chief Executive Officer
American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 91016
(626) 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
(626) 357-5000
Telecopy: (626) 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>
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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
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 100,000 shares $0.72 $72,000 $20.02
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
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<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 each of the Registrant's consultants as specified by
Rule 428(b)(1).
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in
this Registration Statement:
(i) Amendment Number 1 to the Registrant's Annual Report on Form
10-KSB/A for the year ended July 31, 1998 filed with the Securities and
Exchange Commission (the "Commission") on November 13, 1998 (the "ATG 10-K").
(ii) 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.
(viii) All other reports subsequently filed by Registrant after the
date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by John M. Dab, General Counsel of
the Company.
As of October 31, 1998, Mr. Dab beneficially owned 14,500
shares of Common Stock and had outstanding options to purchase 185,000 shares
of Common Stock at exercise prices ranging from $1.50 to $3.00 per share.
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:
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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 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
II-2
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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;
(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:
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(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.
(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
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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.
"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.
<TABLE>
<CAPTION>
Exhibit
Numbers
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<S> <C>
5.1 Opinion of John M. Dab.
10.1 Boru Enterprises Consulting Agreement dated October 20, 1998
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Arthur Andersen LLP.
</TABLE>
II-5
<PAGE>
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,
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.
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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 25th day of November, 1998.
AMERICAN TECHNOLOGIES GROUP, INC.
By: /s/ LAWRENCE J. BRADY
-------------------------
Lawrence J. Brady
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LAWRENCE J. BRADY
- --------------------- Chairman of the Board, November 25, 1998
LAWRENCE J. BRADY Chief Executive Officer
/s/ HAROLD RAPP
- --------------------- Chief Operating Officer November 25, 1998
HAROLD RAPP Treasurer (Principal) Financial
and Accounting Officer)
/s/ SHUI YIN LO
- --------------------- Director of Research and November 25, 1998
SHUI YIN LO Development and a Director
/s/ CHARLES MCCARTHY
- --------------------- Director November 25, 1998
CHARLES MCCARTHY
- --------------------- Director
WILLIAM ODOM
- --------------------- Director
TERRY WACHSNER
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
5.1 Opinion of John M. Dab.
10.1 Boru Enterprises Consulting Agreement dated October 20, 1998
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Arthur Andersen LLP.
</TABLE>
II-8
<PAGE>
EXHIBIT 5.1
November 25, 1998
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 November 25, 1998 relating to the issuance and sale of
up to 100,000 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 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>
EXHIBIT 10.1
Boru Enterprises
Investment Banking, Merchant Banking, Consulting
62 S.E. 6th Avenue, Delray Beach, FL 33483
(561) 279-1040, Fax (561) 279-0056
October 20, 1998
To: American Technologies Group, Inc.
From: John T. Moran
Re: American Technologies Group/Boru Enterprises Consulting Agreement
American Technologies Group, Inc. (ATG) has advised Boru Enterprises, Inc.
(Boru) and its parent company, The Blackmor Group, that is of the belief that
there is illegal short-selling in its common stock. This illegal
short-selling has resulted in a manipulation of ATG's stock, in the opinion
of ATG's management and advisors. ATG desires to ascertain whether this is in
fact the case, and if so, who is doing the shorting. If in fact there is
illegal shorting in ATG's stock, management desires to put an end to the
manipulation and hold the perpetrators accountable for their actions. Boru
and The Blackmor group agree to assist ATG on the following basis:
1. Boru/Blackmor will review the documents provided by ATG and make
inquiries in an effort to determine if in fact there is a short in ATG's
stock.
2. The investigation will consist primarily of questions directed to its
sources who are generally familiar with the short selling community.
Generally, this has resulted in the identities and methodologies of the
short sellers.
3. Boru/Blackmor will receive 100,000 shares of ATG's free trading common
stock as compensation. Boru/Blackmor will pay all of its own reasonable
and customary expenses. These expenses shall include, but not be limited
to, telephone, postage, travel, entertainment, and costs of the
investigation. However, if ATG makes a specific request of Boru/Blackmor
that goes beyond the scope of reasonable and customary expenses ATG
shall be responsible for these expenses.
4. If it is determined that there is an illegal short in ATG's stock,
Boru/Blackmor shall provide ATG with a proposed plan to eradicate this
short.
<PAGE>
5. If ATG wishes Boru/Blackmor's assistance in implementing this plan
Boru/Blackmor may be entitled to additional compensation at that time.
This compensation will be determined by the scope of the plan and
Boru/Blackmor's involvement.
6. Boru/Blackmor has received the material provided by ATG. We are
preliminarily impressed with its content. Boru/Blackmor would entertain
assisting ATG in other areas including mergers, acquisitions, financing
and shareholder relations. If ATG decides to engage Boru/Blackmor for
any other reason, a different agreement will be entered into in that the
scope of this agreement is specific to the items listed in numbers 1-4
of this memorandum.
If this memorandum accurately reflects your understanding of our agreement,
please acknowledge by signing below.
Acknowledged and Accepted
Boru Enterprises, Inc. American Technologies Group, Inc.
By: /s/ John T. Moran, President By: /s/ Lawrence J. Brady
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<PAGE>
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 10, 1998 included in the Company's Form 10-KSB for the year ended
July 31, 1998 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
November 25, 1998
