<PAGE>
As filed with the Securities and Exchange Commission on December 24, 1998
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)
CONSULTING AGREEMENTS
(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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
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, $0.001 par value 3,000,000 shares $0.70 $2,100,000 $583.80
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration fee
pursuant to Rule 457(c).
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
<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 eligible participants under 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 following documents are hereby incorporated by reference in
this Registration Statement:
(i) Amendment Number 1 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, 1997 (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.
(iii) 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 December 20, 1998, Mr. Dab beneficially owned 14,500 shares
of Common Stock and had outstanding options to purchase 185,000 shares of Common
Stock at an exercise price of $0.75 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:
II-1
<PAGE>
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
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
II-2
<PAGE>
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:
(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
II-3
<PAGE>
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 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
II-4
<PAGE>
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
-------
<S> <C>
5.1 Opinion of John M. Dab.
10.1 Agreement between Barry, Harris and Matthews L.P. and the
Registrant dated December 18, 1998
10.2 Agreement between Cone, Rose, Thatcher, Limited and the
Registrant dated December 21, 1998
10.3 Agreement between Interfund Resources Limited and the Registrant
dated December 21, 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.
II-6
<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 __ day of December, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Lawrence J. Brady Chairman of the Board,
- ----------------------- Chief Executive Officer
LAWRENCE J. BRADY
/s/ Harold Rapp Chief Operating Officer
- ----------------------- Treasurer (Principal) Financial
HAROLD RAPP and Accounting Officer)
/s/ Shui Yin Lo Director of Research and
- -----------------------
SHUI YIN LO Development and a Director
/s/ Charles McCarthy Director
- -----------------------
CHARLES MC CARTHY
Director
- -----------------------
WILLIAM ODOM
Director
- -----------------------
TERRY WACHSNER
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
- -------
5.1 Opinion of John M. Dab.
10.1 Agreement between Barry, Harris and Matthews L.P. and the Registrant
dated December 18, 1998
10.2 Agreement between Cone, Rose, Thatcher, Limited and the Registrant
dated December 21, 1998
10.3 Agreement between Interfund Resources Limited and the Registrant dated
December 21, 1998,
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Arthur Andersen LLP.
II-8
<PAGE>
EXHIBIT 5.1
December 24, 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 December 24, 1998 relating to the issuance and sale of
up to 3,000,000 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
AGREEMENT
This Agreement made and entered into this 18th day of December, 1998, by
and between AMERICAN TECHNOLOGIES GROUP, INC., a Nevada corporation having
its principal offices at 1017 South Mountain Avenue, Monrovia, CA 91016
(herein called the "Company"); and BARRY, HARRIS AND MATTHEWS L.P. having its
principal offices at (herein called the "Finder").
WITNESSETH:
WHEREAS, the Company has been seeking to acquire certain Corporation(s)
in the Technology Sector;
WHEREAS, the Company desires to retain the Finder as an independent
contractor in order to avail itself of the services of the Finder in
connection with the acquiring of said business;
NOW THEREFORE, intending to be legally bound hereby, the parties agree
as follows:
1. ENGAGEMENT OF THE FINDER.
The Company hereby retains the Finder and the Finder hereby accepts
engagement by the Company upon the terms and conditions hereinafter set forth.
2. TERM.
Subject to the provisions contained herein, the term of this Agreement
shall commence on the date hereof and shall terminate on November 30, 1999,
unless the Company extends the term of the contract in writing prior to such
date. Notwithstanding the termination of the Term of this Agreement, the
commission payable to the Finder in accordance with Paragraph 4 hereof shall
be paid by the Company to the Finder regardless of whether the Company, as a
result of negotiations developed through specific efforts of the Finder and
so identified as such, agrees in writing to buy or otherwise acquire a
business within six months of such termination.
3. DUTIES OF THE FINDER.
The Finder agrees to endeavor to procure the acquisition of
Corporation(s) in the Technology Sector. The Finder's sole responsibility
shall be to assist the parties to an acquisition, as requested by the Company
from time to time. The Finder has and shall provide, information furnished by
the Company, to prospective Corporations in the Technology Sector, which are
seeking to be acquired. The Company shall indemnify, defend, and save
harmless the Finder from and against any and all claims, demands, costs and
liabilities arising from or connected with the use of such information by the
Finder that have been approved or provided by the Company
<PAGE>
prior to use by the Finder in the event such claims, demands, costs and
liabilities arise as a result of incorrect, erroneous or allegedly false
information provided to the Finder by the Company.
4. COMPENSATION.
4.1 REIMBURSEMENT OF EXPENSES. The Company shall reimburse the Finder
for all reasonable travel and travel-related expenses incurred or paid by the
Finder that relate directly or indirectly or are necessary to the performance
of the services contemplated by or are required by the Finder under this
Agreement, whether or not a transaction is or is not consummated. Such
expenses shall be verbally approved by the Company before they are incurred
and shall be substantiated with appropriate receipts and verification.
4.2 COMMISSION COMPENSATION. As compensation for the services of the
Finder hereunder in connection with finding a seller of certain Corporations
in the Technology Sector, the Company will issue to the Finder 1,000,000
shares of the Company's Common Stock, $.00l par value upon the execution of
this Agreement (the"Commission").
5. INCORPORATION INTO ACQUISITION AGREEMENT.
The Company agrees that it shall cause the existence of this agreement
and the obligation of the Company to pay the Commission to the Finder to be
referenced in the acquisition agreement between the Company and the
Corporation(s) being acquired. Such reference shall include the statement
that the Finder was paid a commission upon the execution of this Agreement.
6. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants as follows:
6.1 The officers signing in the name and on behalf of the Company are
duly authorized officers of the Company and have the right and authority to
bind the Company to performance of its obligations and duties hereunder.
6.2 That neither the Company on its own behalf, nor others, including
an affiliate of the Company, employees or servants of the Company or any
affiliates, are presently involved in or actively negotiating the acquisition
contemplated hereunder with any person, firm or corporation and that there
exist no agreements of sale or other documents relating to such acquisition,
and that there are no active negotiations taking place with any
Corporation(s) regarding the acquisition contemplated hereunder.
7. MISCELLANEOUS.
7.1 INDEPENDENT CONTRACTOR. In making and performing this Agreement,
the Finder acts and shall act at all times as an independent contractor, and
nothing contained in this
2
<PAGE>
Agreement shall be so construed or applied as to create or imply the
relationship of partners, of agency, joint adventures, or employer and
employee between the parties hereto.
7.2 NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered or
certified mail to the principal office of the party to whom such notice is
directed, listed on Page 1 hereof, or such other address as such party may
hereafter designate in writing.
7.3 INVALIDITY. If any term or provision of this Agreement shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement
shall not be affected thereby, and each provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
7.4 ENTIRE AGREEMENT. It is understood and agreed that this Agreement
expresses the complete and final understanding of the parties hereto, that
any and all negotiations and representations not included herein or referred
to herein are hereby abrogated, and that this Agreement cannot be changed,
modified, or varied except by a written instrument signed by all parties
hereto.
7.5 SUCCESSORS; ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors of the Company and the Finder, but
shall not be assignable by the Finder during their lifetimes except with the
written permission of the Company.
7.6 GOVERNING LAW. This Agreement shall be construed, interpreted,
and governed by the laws of the State of California.
IN WITNESS WHEREOF, the parties have set their hands and seals on the
day and year first above written.
AMERICAN TECHNOLOGIES GROUP, INC. BARRY, HARRIS AND MATTHEWS L.P.
By: /s/ Lawrence J. Brady By: /s/ Robert J. Matthews
--------------------- ----------------------
Name: Lawrence J. Brady Name: Robert J. Matthews
Title: Chairman Title: Managing Partner
3
<PAGE>
EXHIBIT 10.2
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of
December 21,1998, by and between CONE, ROSE, THATCHER, LIMITED ("CRT"), and
AMERICAN TECHNOLOGIES GROUP, INC., a Nevada Corporation.
RECITALS:
WHEREAS, ATG desires marketing and financial consulting in the areas
described herein (the "Services");
WHEREAS, CRT is capable of providing and consulting services.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, ATG and CRT hereby agree as follows:
1. ENGAGEMENT. Upon the terms, and subject to the terms and
conditions, contained herein, ATG hereby engages CRT on a non-exclusive basis
to provide consulting services and CRT agrees to provide such services as
provided herein. As part of CRT's obligations hereunder, CRT shall
a. Familiarize itself as required with the business, operations,
properties, conditions (financial and otherwise) and prospects of ATG and its
subsidiaries;
b. Assist management in understanding the functioning of the
secondary trading markets for its securities;
c. Consult and assist the Company along with the Company's other
consultants and advisors in developing a general corporate strategy,
including strategies to promote shareholder value in the financial markets;
d. Assist, directly or indirectly, as requested, in the negotiations
of any contracts with third parties arising in connection with the Services
provided hereunder; and
e. Assist the Company and its management, directly or through a
number of independent subcontractors with various areas of expertise in
public relations, government relations, legal, patent, marketing, university
scientific consulting and product development assistance, working in
affiliation with CRT to advise the Company in their respective areas of
expertise so as to advance the interests of the Company and aid in its
reception and approval in the public marketplace.
f. Render such other consulting services as ATG may from time to
time request.
2. FEES. As compensation for the services rendered by CRT
hereunder, ATG shall pay CRT a one time fee of 1,150,000 shares of ATG common
stock (the "Shares"). The Shares shall be valued at $0.50 per share. The
shares to be delivered to CRT hereunder shall be delivered upon registration
of the Shares under the Securities Act of 1933 on Form S-8. ATG shall use its
<PAGE>
best efforts to cause the registration of the Shares as soon as practicable.
Upon written request by CRT and advanced written approval, ATG will reimburse
reasonable travel and other out-of-pocket expenses of CRT incurred in
connection with its performance hereunder.
3. CONFIDENTIAL INFORMATION
3.1 DEFINITION. CRT recognizes that the relationship created by this
Agreement may involve access by CRT to information of substantial value to
ATG, including, but not limited to, designs, drawings, plans, software,
programs, material and manufacturing specifications, devices, trade secrets,
applications, formulae, know-how, methods, techniques, and processes (whether
related to ATG's patents, or otherwise), as well as financial, business,
marketing and product development information, and customer lists relating to
ATG's products and operations (collectively, "Confidential Information"),
provided that the Confidential Information shall not include information:
a.) In the public domain or which subsequently falls into the public
domain;
b.) When CRT can prove was known through a source independent of ATG
prior to any communication by ATG; or
c.) Disclosed to CRT in good faith by a third party having a legal
right to do so.
3.2 NON-DISCLOSURE. CRT acknowledges and agrees that ATG represents
that it owns or has the legal right to all right, title and interest in and
to the Confidential Information. CRT further agrees that it shall (I)
maintain the secrecy and confidentiality of all Confidential Information
which comes to its attention, (ii) take all necessary precautions to prevent
any disclosure of Confidential Information by any of its employees or agents,
and (iii) during the term of this Agreement and for so long as Confidential
Information does not enter into the public domain through no act or omission
of CRT, neither publish, disclose nor disseminate any part of such
Confidential Information in any manner, or use the same, without the prior
written consent of ATG.
3.3 INJUNCTIVE RELIEF. CRT understands and agrees that the
Confidential Information has special value, the loss of which cannot be
reasonably or adequately compensated in damages or in an action at law, and
therefore, in the event of any breach or violation of the provisions of this
Section 3 by CRT, ATG shall be entitled inter alia to equitable relief by way
of injunction without bond and without the necessity of proving actual
damages, in addition to, and not in limitation of, any other relief or rights
to which ATG may be entitled. The terms and provisions of this Section 3
shall survive any termination or expiration of this Agreement.
3.4 AFTER TERMINATION. CRT shall cease to use any Confidential
Information and shall promptly return to ATG any and all physical, written
and descriptive matter (including all reproductions and copies thereof)
containing Confidential Information upon termination or expiration of this
Agreement.
4. INDEMNIFICATION. The parties hereto shall indemnify, defend and
hold each other and their respective officer, directors, employees and agents
(collectively, the "Indemnitees")
2
<PAGE>
harmless from and against any and all claims, actions, lawsuits, demands,
costs, liabilities, losses, damages and/or expenses (including reasonable
attorney's fees and costs of litigation) made or incurred as a result of such
parties performance hereunder. In connection herewith, ATG represents and
warrants to CRT that all written information provided to CRT pursuant to this
Agreement is true and correct in all material respects.
5. TERM. Subject to the termination provisions of Section 6 hereof,
this Agreement shall expire on September 30, 1999.
6. TERMINATION.
6.1 MANNER. This agreement may be terminated prior to the expiration
of the Term as follows:
a.) By mutual consent of the parties in writing at any time;
b.) By either party upon giving written notice to the other party if
such other party is in default of any term or provision hereunder, and such
default is not cured within ten (10) days of written notice of such default;
or
c.) By either party on sixty(60) days advanced written notice.
6.2 EFFECT OF TERMINATION. Termination of this Agreement shall not
relieve ATG of its obligation to pay to CRT any fees due under the second
sentence of Section 2 or due thereunder in connection with a transaction
initiated by CRT and entered into by ATG within one year of such termination
with any party identified in writing delivered to ATG by such date.
7. CRT'S REPRESENTATIONS. As a condition to the offer or sale of
the Shares, CRT 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;
7.1 CRT'S KNOWLEDGE. That CRT or its principal (a) have a
pre-existing business or personal relationship with ATG, that they are aware
of the business affairs and financial condition of ATG and that they have
such knowledge and experience in businesses in the development stage and
financial matters with respect to companies in businesses similar to ATG
sufficient to enable them to evaluate the risks of the prospective investment
and to make an informed investment decision with respect thereto. CRT
further acknowledges that ATG has made available to it the opportunity to ask
questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Shares and that it could be reasonably assumed to have
the capacity to protect its own interests in connection with such investment.
7.2 SPECULATIVE INVESTMENT. That CRT realizes that the purchase of
the Shares will be a speculative investment and that it is able, without
impairing its financial condition, to hold the Shares for an indefinite
period of time and to suffer a complete loss of the investment.
3
<PAGE>
8. GENERAL PROVISIONS
8.1 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and be binding upon, the respective successors and assigns of the
respective parties hereto; provided, however that neither party hereto shall
have the right to assign any of its rights under this Agreement without the
prior written consent of the other party.
8.2 NOTICES. All notices, requests, demands and other communications
which may be given or are required to be given under notices shall be sent by
facsimile transmission and confirmed by overnight courier, and shall be
deemed given on the date of such facsimile transmission. All notices shall
be addressed as set forth below:
If to CRT: CONE, ROSE, THATCHER, LIMITED
117 Sturges Highway
Westport, CT 06880
If to ATG: AMERICAN TECHNOLOGIES GROUP, INC.
1017 South Mountain Avenue
Monrovia, CA 91016
Attention: Lawrence J. Brady
Or to such other address as each party hereto may from time to time
designate by written notice to the other party as provided herein.
8.3 GOVERNING LAW. This Agreement has been executed and delivered
in, and shall be governed by and construed in accordance with the laws of the
State of California without regard to its conflict of laws provisions.
8.4 RESOLUTION OF DISPUTES. Any controversy or claim relating to
this Agreement (whether contract, tort, or both) or to the breach of this
Agreement shall be arbitrated by and in accordance with the then existing
commercial arbitration rules of the American Arbitration Association, in Los
Angeles, California. The arbitrator may render a judgement awarding actual
compensatory damages only, and no consequential, incidental, or punitive
damages may be awarded by the arbitrator. Judgment on the award rendered by
such arbitrator may be entered in any court having jurisdiction. Nothing in
this Section 8.4 shall affect ATG's right to bring an action or proceeding
against CRT in the courts of any jurisdiction where the purpose of such
action or proceeding is to seek injunctive relief against CRT. Service of
process in any such action or proceeding brought hereunder may be made by
mailing copies of such process to the address of the parties provided for in
Section 8.2 hereto, provided that nothing in this Section 8.4 shall affect
the right to serve legal process in any other manner permitted by law. In
the event of any action or proceeding to enforce this Agreement, the
successful or prevailing party will be entitled to recover its attorney's
fees actually incurred and other costs incurred in any such action or
proceeding, in addition to any other relief to which it may be entitled.
8.5 HEADINGS. The headings herein are for convenience only, and do
not constitute a part of this Agreement, and shall not be deemed to limit or
affect any of the terms or provisions hereof.
4
<PAGE>
8.6 WAIVER AND AMENDMENT. No waiver, amendment, modification or
change of any provision of this Agreement shall be effective unless and until
made in writing and signed by all of the parties hereto. No waiver,
forbearance or failure by any party hereto of its right to enforce any
provision of this Agreement shall constitute a waiver or estoppel of such
party's right to enforce any other provision of this Agreement or a
continuing waiver by such party of compliance with any provision.
8.7 SEVERABILITY. The provisions of this Agreement are intended to
be interpreted and construed in a manner so as to make such provisions valid,
binding and enforceable. In the event that any provision of this Agreement
is determined to be partially or wholly invalid, illegal or unenforceable,
then such provision shall be deemed to be modified or restricted to the
extent necessary to make such provision valid, binding and enforceable, or,
if such provision cannot be modified or restricted in a manner so as to make
such provision valid, binding and enforceable, then such provision shall be
deemed to be excised from this Agreement and the validity, binding effect and
enforceability of the remaining provision of this Agreement shall not be
affected or impaired in any manner.
8.8 COOPERATION. Each party hereto shall cooperate with the other
party hereto and shall take such further action and shall execute and deliver
such further documents as maybe necessary or desirable in order to carry out
the provisions and purposes of this Agreement.
8.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
8.10 ENTIRE AGREEMENT. This Agreement (including the exhibits and
schedules hereto, each of which is incorporated herein and made a part of
this Agreement) constitutes the entire Agreement and understanding of the
parties hereto and terminates and supersedes any and all prior agreements,
arrangements and understandings, both oral and written, express or implied,
between the parties hereto concerning the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first written above.
"ATG" "CRT"
By: /s/ Lawrence J. Brady By: /s/ Albert Cone
-------------------- -----------------
Name: Lawrence J. Brady Name: Albert Cone
Title: Chairman Title: Authorized Signatory
5
<PAGE>
EXHIBIT 10.3
AGREEMENT
THIS AGREEMENT (this"Agreement") is made and entered into as of December
21,1998, by and between INTERFUND RESOURCES LIMITED ("IRL"), and AMERICAN
TECHNOLOGIES GROUP, INC., a Nevada Corporation.
RECITALS:
WHEREAS, ATG desires marketing and financial consulting in the areas
described herein (the "Services");
WHEREAS, IRL is capable of providing and consulting services.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants contained herein, ATG and IRL hereby agree as follows:
1. ENGAGEMENT. Upon the terms, and subject to the terms and
conditions, contained herein, ATG hereby engages IRL on a non-exclusive basis
to provide consulting services and IRL agrees to provide such services as
provided herein. As part of IRL's obligations hereunder, IRL shall
a. Familiarize itself as required with the business, operations,
properties, conditions (financial and otherwise) and prospects of ATG and its
subsidiaries;
b. Assist management in understanding the functioning of the
secondary trading markets for its securities;
c. Consult and assist the Company along with the Company's other
consultants and advisors in developing a general corporate strategy,
including strategies to promote shareholder value in the financial markets;
d. Assist, directly or indirectly, as requested, in the negotiations
of any contracts with third parties arising in connection with the Services
provided hereunder; and
e. Assist the Company and its management, directly or through a
number of independent subcontractors with various areas of expertise in
public relations, government relations, legal, patent, marketing, university
scientific consulting and product development assistance, working in
affiliation with IRL to advise the Company in the irrespective areas of
expertise so as to advance the interests of the Company and aid in its
reception and approval in the public marketplace.
f. Render such other consulting services as ATG may from time to
time request.
2. FEES. As compensation for the services rendered by IRL
hereunder, ATG shall pay IRL a one time fee of 850,000 shares of ATG common
stock (the"Shares"). The Shares shall be valued at $0.50 per share. The
shares to be delivered to IRL hereunder shall be delivered upon registration
of the Shares under the Securities Act of 1933 on Form S-8. ATG shall use
its best
<PAGE>
efforts to cause the registration of the Shares as soon as practicable. Upon
written request by IRL and advanced written approval, ATG will reimburse
reasonable travel and other out-of-pocket expenses of IRL incurred in
connection with its performance hereunder.
3. CONFIDENTIAL INFORMATION
3.1 DEFINITION. IRL recognizes that the relationship created by this
Agreement may involve access by IRL to information of substantial value to
ATG, including, but not limited to, designs, drawings, plans, software,
programs, material and manufacturing specifications, devices, trade secrets,
applications, formulae, know-how, methods, techniques, and processes (whether
related to ATG's patents, or otherwise), as well as financial, business,
marketing and product development information, and customer lists relating to
ATG's products and operations (collectively, "Confidential Information"),
provided that the Confidential Information shall not include information:
a.) In the public domain or which subsequently falls into the public
domain;
b.) When IRL can prove was known through a source independent of ATG
prior to any communication by ATG; or
c.) Disclosed to IRL in good faith by a third party having a legal
right to do so.
3.2 NON-DISCLOSURE. IRL acknowledges and agrees that ATG represents
that it owns or has the legal right to all right, title and interest in and
to the Confidential Information. IRL further agrees that it shall (I)
maintain the secrecy and confidentiality of all Confidential Information
which comes to its attention, (ii) take all necessary precautions to prevent
any disclosure of Confidential Information by any of its employees or agents,
and (iii) during the term of this Agreement and for so long as Confidential
Information does not enter into the public domain through no act or omission
of IRL, neither publish, disclose nor disseminate any part of such
Confidential Information in any manner, or use the same, without the prior
written consent of ATG.
3.3 INJUNCTIVE RELIEF. IRL understands and agrees that the
Confidential Information has special value, the loss of which cannot be
reasonably or adequately compensated in damages or in an action at law, and
therefore, in the event of any breach or violation of the provisions of this
Section 3 by IRL, ATG shall be entitled inter alia to equitable relief by way
of injunction without bond and without the necessity of proving actual
damages, in addition to, and not in limitation of, any other relief or rights
to which ATG may be entitled. The terms and provisions of this Section 3
shall survive any termination or expiration of this Agreement.
3.4 AFTER TERMINATION. IRL shall cease to use any Confidential
Information and shall promptly return to ATG any and all physical, written
and descriptive matter (including all reproductions and copies thereof)
containing Confidential Information upon termination or expiration of this
Agreement.
4. INDEMNIFICATION. The parties hereto shall indemnify, defend and
hold each other and their respective officer, directors, employees and agents
(collectively, the "Indemnitees")
2
<PAGE>
harmless from and against any and all claims, actions, lawsuits, demands,
costs, liabilities, losses, damages and/or expenses (including reasonable
attorney's fees and costs of litigation) made or incurred as a result of such
parties performance hereunder. In connection herewith, ATG represents and
warrants to IRL that all written information provided to IRL pursuant to this
Agreement is true and correct in all material respects.
5. TERM. Subject to the termination provisions of Section 6 hereof,
this Agreement shall expire on July 31, 1999.
6. TERMINATION.
6.1 MANNER. This agreement may be terminated prior to the expiration
of the Term as follows:
a.) By mutual consent of the parties in writing at any time;
b.) By either party upon giving written notice to the other party if
such other party is in default of any termor provision hereunder, and such
default is not cured within ten (10) days of written notice of such default;
or
c.) By either party on sixty(60) days advanced written notice.
6.2 EFFECT OF TERMINATION. Termination of this Agreement shall not
relieve ATG of its obligation to pay to IRL any fees due under the second
sentence of Section 2 or due thereunder in connection with a transaction
initiated by IRL and entered into by ATG within one year of such termination
with any party identified in writing delivered to ATG by such date.
7. IRL'S REPRESENTATIONS. As a condition to the offer or sale of
the Shares, IRL 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;
7.1 IRL'S KNOWLEDGE. That IRL or its principal (a) have a
pre-existing business or personal relationship with ATG, that they are aware
of the business affairs and financial condition of ATG and that they have
such knowledge and experience in businesses in the development stage and
financial matters with respect to companies in businesses similar to ATG
sufficient to enable them to evaluate the risks of the prospective investment
and to make an informed investment decision with respect thereto. IRL
further acknowledges that ATG has made available to it the opportunity to ask
questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Shares and that it could be reasonably assumed to have
the capacity to protect its own interests in connection with such investment.
7.2 SPECULATIVE INVESTMENT. That IRL realizes that the purchase of
the Shares will be a SPECULATIVE INVESTMENT and that it is able, without
impairing its financial condition, to hold the Shares for an indefinite
period of time and to suffer a complete loss of the investment.
3
<PAGE>
8. GENERAL PROVISIONS
8.1 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of, and be binding upon, the respective successors and assigns of the
respective parties hereto; provided, however that neither party hereto shall
have the right to assign any of its rights under This agreement without the
prior written consent of the other party.
8.2 NOTICES. All notices, requests, demands and other communications
which may be given or are required to be given under notices shall be sent by
facsimile transmission and confirmed by overnight courier, and shall be
deemed given on the date of such facsimile transmission. All notices shall
be addressed as set forth below:
If to IRL: INTERFUND RESOURCES LIMITED
1055 Washington Boulevard, Suite 8A
Stamford, Connecticut 06901
If to ATG: AMERICAN TECHNOLOGIES GROUP, INC.
1017 South Mountain Avenue
Monrovia, CA 91016
Attention: Lawrence J. Brady
Or to such other address as each party hereto may from time to time
designate by written notice to the other party as provided herein.
8.3 GOVERNING LAW. This Agreement has been executed and delivered
in, and shall be governed by and construed in accordance with the laws of the
State of California without regard to its conflict of laws provisions.
8.4 RESOLUTION OF DISPUTES. Any controversy or claim relating to
this Agreement (whether contract, tort, or both) or to the breach of this
Agreement shall be arbitrated by and in accordance with the then existing
commercial arbitration rules of the American Arbitration Association, in Los
Angeles, California. The arbitrator may render a judgement awarding actual
compensatory damages only, and no consequential, incidental, or punitive
damages may be awarded by the arbitrator. Judgment on the award rendered by
such arbitrator may be entered in any court having jurisdiction. Nothing in
this Section 8.4 shall affect ATG's right to bring an action or proceeding
against IRL in the courts of any jurisdiction where the purpose of such
action or proceeding is to seek injunctive relief against IRL. Service of
process in any such action or proceeding brought hereunder may be made by
mailing copies of such process to the address of the parties provided for in
Section 8.2 hereto, provided that nothing in this Section 8.4 shall affect
the right to serve legal process in any other manner permitted by law. In
the event of any action or proceeding to enforce this Agreement, the
successful or prevailing party will be entitled to recover its attorney's
fees actually incurred and other costs incurred in any such action or
proceeding, in addition to any other relief to which it may be entitled.
8.5 HEADINGS. The headings herein are for convenience only, and do
not constitute a part of This agreement, and shall not be deemed to limit or
affect any of the terms or provisions hereof.
4
<PAGE>
8.6 WAIVER AND AMENDMENT. No waiver, amendment, modification or
change of any provision of This agreement shall be effective unless and until
made in writing and signed by all of the parties hereto. No waiver,
forbearance or failure by any party hereto of its right to enforce any
provision of this Agreement shall constitute a waiver or estoppel of such
party's right to enforce any other provision of this Agreement or a
continuing waiver by such party of compliance with any provision.
8.7 SEVERABILITY. The provisions of this Agreement are intended to
be interpreted and construed in a manner so as to make such provisions valid,
binding and enforceable. In the event that any provision of this Agreement
is determined to be partially or wholly invalid, illegal or unenforceable,
then such provision shall be deemed to be modified or restricted to the
extent necessary to make such provision valid, binding and enforceable, or,
if such provision cannot be modified or restricted in a manner so as to make
such provision valid, binding and enforceable, then such provision shall be
deemed to be excised from this Agreement and the validity, binding effect and
enforceability of the remaining provision of this Agreement shall not be
affected or impaired in any manner.
8.8 COOPERATION. Each party hereto shall cooperate with the other
party hereto and shall take such further action and shall execute and deliver
such further documents as may be necessary or desirable in order to carry out
the provisions and purposes of this Agreement.
8.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
8.10 ENTIRE AGREEMENT. This Agreement (including the exhibits and
schedules hereto, each of which is incorporated herein and made a part of
this Agreement) constitutes the entire Agreement and understanding of the
parties hereto and terminates and supersedes any and all prior agreements,
arrangements and understandings, both oral and written, express or implied,
between the parties hereto concerning the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first written above.
"ATG" "IRL"
By: /s/ Lawrence J. Brady By: /s/ Alan P. Brooks
--------------------- --------------------
Name: Lawrence J. Brady Name: Alan P. Brooks
Title: Chairman Title: President & CEO
5
<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
December 24, 1998
