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As filed with the Securities and Exchange Commission on September 10, 1999
Registration No. 333-68327
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 7 to
Form S-3
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
(626) 357-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] If delivery of the prospectus is expected
to be made pursuant to Rule 434 please check the following box.[ ]
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 (2) 2,500,000 shares $0.65 $ 1,625,000 $ 451.75 (4)
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Common Stock, $0.001 par value (2) 4,616,000 shares $0.36 $ 1,661,760 $ 461.97 (4)
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Common Stock, $0.001 par value (2) 440,000 shares $0.58 $ 255,200 $ 70.95 (4)
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Common Stock, $0.001 par value 700,000 shares $0.51 $ 357,000 $ 99.25 (4)
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Common Stock, $0.001 par value (3) 527,500 shares $0.75 $ 395,625 $ 109.99 (4)
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Common Stock, $0.001 par value (2) 620,000 shares $0.50 $ 310,000 $ 86.18 (4)
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Total 9,403,500 shares $ 4,604,585 $ 1,280.09 (4)
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
(2) Includes shares of Common Stock owned by certain stock holders and
shares issuable upon the conversion of various convertible debentures. This is
not intended to constitute a prediction as to the number of shares of Common
Stock into which the Debentures will be converted. In addition to the shares set
forth in the table, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
additional shares of Common Stock as may become issuable as a result of stock
splits, stock dividends and anti-dilution provisions.
(3) Issuable upon exercise of warrants evidencing the right to purchase
shares of Common Stock.
(4) This amount was previously paid.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
9,403,500 SHARES OF COMMON STOCK
AMERICAN TECHNOLOGIES GROUP INC.
The 9,403,500 shares of common stock being offered by this prospectus
are being offered by certain selling securityholders. See "Selling
Securityholders" on page 17.
The selling securityholders may offer these shares from time to time in
transactions on the OTC Bulletin Board or in privately negotiated transactions
as described under the "Plan of Distribution" on page 22. We will not receive
any of the proceeds.
Our common stock is quoted on the OTC Bulletin Board under the symbol
"ATEG." On September 7, 1999, the closing sale price of the common stock on the
OTC Bulletin Board was $0.32.
INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 10.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is September 10, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
----
<S> <C>
ABOUT AMERICAN TECHNOLOGIES .......................................................................... 4
Business Summary ................................................................................ 4
Current Financing ............................................................................... 6
Recent Financing ................................................................................ 8
Proposed Merger with Commodore Separation Technologies Inc ...................................... 9
Resignation of Chief Operating Officer/
Chief Financial Officer ..................................................................... 9
RISK FACTORS ......................................................................................... 10
Financial Risk Factors ............................................................................... 10
We have a History of Financial Losses Which Will Continue Through
the End of the Current Fiscal Year .......................................................... 10
We have Experienced Substantial Difficulty Generating Sufficient Working
Capital ..................................................................................... 10
Our Sales of Securities Convertible into Common Stock at a Discount to the Market Price
May Cause the Market Value of Our Common Stock to Drop ...................................... 11
Lack of Listing on a Major Exchange May Make It Difficult for Investors to Dispose of
Our Common Stock ............................................................................ 11
We May become a Penny Stock Resulting in Reduced Willingness of Broker-Dealers to Trade Our
Common Stock ................................................................................ 12
Business Risk Factors ................................................................................ 12
We May Not Find Customers for Our Products ...................................................... 12
The Scientific Community May Not Provide Sufficient
Validation of Our Products to Encourage Sales ............................................... 13
There May Be Unforeseen Regulatory Requirements which
Impede the Marketing and Sale of Our Products ............................................... 13
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<CAPTION>
We May Not Be Able to Obtain the Patents or Trademarks
Needed to Protect the Value of Our Technologies ............................................. 14
WHERE YOU CAN FIND MORE INFORMATION .................................................................. 15
FORWARD-LOOKING STATEMENTS ........................................................................... 16
USE OF PROCEEDS FROM SALE OF COMMON STOCK ............................................................ 17
USE OF PROCEEDS FROM SALE OF DEBENTURES .............................................................. 17
USE OF PROCEEDS FROM EXERCISE OF WARRANTS ............................................................ 17
SELLING SECURITYHOLDERS .............................................................................. 17
PLAN OF DISTRIBUTION ................................................................................. 22
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES ....................................................... 23
EXPERTS .............................................................................................. 24
LEGAL MATTERS ........................................................................................ 24
</TABLE>
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ABOUT AMERICAN TECHNOLOGIES
Business Summary
American Technologies develops and sells products based upon on our
patented and proprietary technologies. The goal of our efforts is to develop
products that have a positive impact on the environment. Our address and
telephone number are: 1017 South Mountain Avenue, Monrovia, California 91016,
(626) 357-5000.
We concentrate on technology discovery and development efforts in three
areas:
- IE-TM- Technology
- Water Purification
- Particle Beams
Our IE Technology refers to a proprietary process which produces water
solutions containing water clusters that are stable at room temperature. The
clusters are groups of water molecules configured in such a way so as to produce
relatively large plus/minus polarity. We believe this polarity is what gives the
clusters their catalytic properties. We can produce different kinds of water
solutions for different applications.
Tests indicate that these water clusters improve the performance of
various chemical, physical and biological processes, including combustion
enhancement, descaling, enzyme processes and de-coking. For example, in internal
combustion engines the clusters attract hydrocarbons and oxygen resulting in a
more complete burning of the fuel. This results in improved efficiency and
reduced carbon deposits in the combustion chamber.
In certain biological applications related to enzyme production, the
clusters have been shown to significantly improve enzyme yield or rate of enzyme
production. In one instance enzyme cultures utilizing IE Technology water
solutions required 97 fewer hours to achieve the same growth level as comparable
cultures utilizing distilled water. Not all tests have achieved such results.
Substantial additional testing remains to be conducted to determine the effects
of IE Technology on different enzymes and if the use of IE Technology in enzyme
production on a commercial scale is viable. The increased
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enzyme production rate that may be achieved utilizing IE Technology water
solutions may result in cost savings to the enzyme production industry.
Independent researchers observe these water clusters by different
standard research tools including:
- Laser autocorrelation
- Electron microscope
- Atomic force microscope
- UV spectroscopy
American Technologies sells these water solutions for use in several
product lines including household cleaning products. We also use them in our
combustion enhancers.
During the fiscal year ended July 31, 1998, revenue from the sale of
these water solutions for use in products manufactured by others was
approximately $117,000 and revenue from the sale of The Force-Registered
Trademark- combustion enhancer was $591,000. During the same period, American
Technologies had incurred net losses of approximately $9.64 million.
Kinetics Technology International Corporation has conducted field tests
on the use of IE Technology as a coke formation suppresser. Kinetics Technology
has funded the testing and, if the testing is successful, will have financial
responsibility for commercialization of the final product. The initial test
program implemented by Kinetics Technology had favorable results. Kinetics
Technology is now developing a marketing strategy for the use of our IE
Technology in various coking applications.
In the water purification area, our low pressure vacuum distillation
system is undergoing tooling design for a home use version for introduction to
the marketplace in late 1999. Our vacuum distiller utilizes a proprietary method
to provide the advantages of vacuum distillers without the need for expensive
and noisy vacuum pumps.
Under our agreement with Sunpentown, Ltd. for the tooling design and
manufacturing of the distiller, they are responsible for all design costs and
the cost of producing the tooling. Our marketing plan for the distiller involves
establishing relationships with distributors experienced in this type of
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product. We do not anticipate incurring significant marketing costs for this
product.
The third technology is the particle beam project which produces a beam
of heavy particles. As a beam of particles, it functions in much the same way as
the common laser. The important difference is that it is composed of heavy
particles rather than light.
The development of the particle beam has been conducted through an
American Technologies sponsored research program with the California Institute
of Technology. The development of this technology is likely to require a minimum
of three to five years and expenditure of substantial sums of money, likely to
be in excess of $10,000,000, on research and development. We submitted a
proposal to the Department of Energy for a $5,000,000 joint venture grant to
produce a small pilot plant based on the current prototype located at CalTech.
The proposal describes the potential of our particle beam to turn harmful
nuclear waste into harmless components. The DOE has reviewed the proposal and
discussions are underway regarding funding of the project. The particle beam
project has been on hold pending receipt of significant funding to continue its
development
Dr. Lo, our Director of Research and Development, has developed certain
particle beam theories. According to these theories, the proposed particle beam
may be able to break down molecules or even atoms and their nuclei, or be used
for rock drilling, medical surgery or precision cutting of metals without
distortion or excessive heat. No evidence exists to substantiate these potential
applications.
Current Financing
Gaines P. Campbell, Jr., who has purchased an aggregate of $1,700,000
of convertible debentures in the past 8 months, has agreed to purchase an
additional $500,000 principal amount of Secured Convertible Debenture upon the
effective date of this registration statement. The debentures purchased by Mr.
Campbell have various terms as set forth on the following table.
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<TABLE>
<CAPTION>
Principal Amount Interest Conversion Redemption
of Debenture Rate Rate Right
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<S> <C> <C> <C>
$250,000 3% $0.58 None
$300,000 3% $0.50 None
$150,000 3% $0.50 None
$1,000,000 8.5% $0.30 as to As to $400,000, at
$600,000; the Company's option
$0.25 as to prior to 12/31/99 at
$400,000, if 135% of principal
not redeemed amount; if redeemed
on such date,
effective annual
interest rate of
approximately 70%
$500,000 Prime +1/2% $0.25 At Company's option
upon the prior to 12/31/99 at
date hereof 135% of principal
amount; if redeemed
on such date,
effective annual
interest rate of
approximately 90%
</TABLE>
In July, 1999 we entered into an Underwriting Agreement with First
Liberty Securities, Ltd. for the firm commitment underwriting of 1,000,000 units
at $4.00 per unit with each unit consisting of one Class A Convertible Revenue
Sharing Bond and 1 warrant to purchase a share of common stock at $10.00. The
bonds mature on the earlier of receipt of $20.00 in disbursements or December
31, 2009. Revenue disbursement are to be paid to the bond holders at the rate of
2.5% of our gross sales revenue. At maturity, the bonds are redeemable at our
option for $4.00 per bond or 1 share of common stock for 5 bonds. During the
first year after issuance, each bond is also convertible into common stock on a
0.80 for 1 basis or four bonds for 5 shares of common stock. However, once the
bond holders have received $4.00 in revenue disbursements per bond, the bonds
are no longer convertible. Sale of the units are anticipated to be made outside
of the United States under Regulation S and to start in September, 1999.
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On April 12, 1999, we received a letter of intent for a firm commitment
offering of $10,000,000 of American Technologies' preferred stock to be
underwritten by Security Capital Trading Inc. The preferred stock will be
offered at $10.00 per share and carry a $10.00 per share liquidation preference.
The preferred stock will be convertible into common stock at between
approximately 120% to 130% of the closing bid price of the common stock
immediately prior to sale of the preferred stock. In addition, holders of the
preferred stock will receive a cumulative cash dividend at the rate of 10% per
annum, payable semi-annually.
The preferred stock will be purchased by Security Capital at a 10%
discount to the public offering price. Security Capital will receive a
non-accountable expense allowance equal to 3% of the gross proceeds of the
offering plus five year warrants to purchase that number of shares of preferred
stock equal to 10% of the number of shares of preferred stock sold in the
offering. The exercise price of the warrants is 120% of the offering price of
the preferred stock. The appropriate integration of this financing opportunity
with the financing through First Liberty Securities has not yet been evaluated
by management or the Board of Directors.
Recent Financing
From October, 1998, through July, 1999, we sold to 8 investors
$2,750,000 principal amount of debentures in a private placement. In connection
with the sale of $1,050,000 principal amount of the debentures we are obligated
to register with the SEC on Form S-3 within 90 days the shares of common stock
issuable on conversion of the debentures and exercise of the warrants issued
with the debentures. The holders of $250,000 in principal amount of debentures
are not eligible to have their shares of common stock included in a registration
statement on Form S-3. If the registration statement is not declared effective
by the SEC within this 90 day period, we must pay liquidated damages to certain
of the investors. For the first 30 days we are late the damages are 2% of the
principal amount invested. Starting 120 days after the purchase of the
debentures the damages are 3% per month. Through September 3, 1999, we have
incurred approximately $164,550 in liquidated damages.
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Proposed Merger with Commodore Separation Technologies Inc.
In February, 1999, we signed a letter of intent which effectuates our
acquisition of Commodore Separation Technologies, although the transaction is
structured as a merger. Commodore Separation Technologies is commercializing a
proprietary separation technology and recovery system known as SLiM-TM-. SLiM
stands for Supported Liquid Membrane. SLiM can selectively remove from water
valuable substances for reuse or toxic materials for safe disposal.
Negotiations on the terms of the definitive acquisition agreement have
been temporarily deferred while we attempted to secure operating capital on
acceptable terms. As a result of the delay in finalizing the definitive
agreement, there can be no absolute assurance that a final agreement can be
reached with Commodore Separation Technologies along terms previously
negotiated. Under the most recent draft of the agreement, Commodore Separation
Technologies will merge into a newly formed subsidiary of American Technologies.
Our existing shareholders will retain ownership of approximately 80.1 percent of
American Technologies and the shareholders of Commodore Separation Technologies
will own approximately 19.9 percent of American Technologies. American
Technologies will own 100% of the common stock of the new subsidiary and the
Commodore Separation Technologies shareholders will own preferred stock of the
subsidiary entitling them to receive 38% of the net profits, after taxes, of the
existing business of Commodore Separation Technologies.
One of the conditions to the completion of the transaction is our
receipt of $10 million from the sale of securities. See "Current Financing"
above for additional information on American Technologies' current financing
activities.
Resignation of Chief Operating Officer/Chief Financial Officer
Harold Rapp, who has served as our Chief Operating Officer and Chief
Financial officer since 1997 has resigned to pursue other opportunities. Yan
Lin, our controller, has been appointed as Acting Chief Financial Officer while
a search is made for a permanent Chief Financial Officer. We will not appoint a
new Chief Operating Officer and the duties of that position will be shared by
the existing executives.
9
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RISK FACTORS
You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are the only
material risks facing us of which we are currently aware. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business operations.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of our common stock could decline, and you may lose
all or part of your investment.
Financial Risk Factors
WE HAVE A HISTORY OF FINANCIAL LOSSES WHICH WILL CONTINUE THROUGH THE END OF THE
CURRENT FISCAL YEAR
We have operated at a loss throughout our history. Net losses for the
nine months ended April 30, 1999 were approximately $7.22 million and for the
fiscal year ended July 31, 1998 were approximately $9.44 million. Net losses for
the fiscal year ended July 31, 1997 were approximately $9.64 million. At July
31, 1998 we had an accumulated deficit of $36.56 million.
We anticipate that with the disposal of our publishing and mining
operations and other expense reductions that our cash to be used in operating
activities will be less for the year ending July 31, 1999 compared to the prior
year. However, the amount of net losses and the time required to reach
profitability are uncertain. There can be no assurance that we will ever be able
to generate sufficient revenue from our products now ready for market or from
those under development to achieve profitability on a sustained basis. See the
Management's Discussion and Analysis section of Amendment No. 2 to our Form
10-KSB/A.
WE HAVE EXPERIENCED SUBSTANTIAL DIFFICULTY GENERATING SUFFICIENT WORKING CAPITAL
American Technologies has been experiencing difficulty in maintaining
sufficient working capital needed to insure stability and continued existence.
Only a small portion of the capital expended to date has come from actual
revenue generation, and we find it increasingly difficult to raise
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investment capital. We are at a critical juncture in our history. It is
absolutely essential to begin to generate significant revenues in order to
maintain our existence. While plans are in place and being executed directed
at accomplishing this end, there can be no guarantee that these plans will
prove to be successful.
Our current cash monthly operating expenses are approximately $250,000.
We believe our current cash reserves plus the $500,000 due upon the
effectiveness of the registration statement of which this prospectus forms a
part, along with anticipated minimum projected revenues of $2,000,000 for fiscal
2000, will be sufficient for the Company to operate in the normal course for the
next 12 months. However, if revenues are less than projected, the Company's
ability to continue operations will be dependent upon additional financing
activities including the sale of the Revenue Bonds by First Liberty, of which
there can be no assurance.
The report by Arthur Andersen LLP. on our financial statements for
the fiscal year ending July 31, 1998 contains an explanatory paragraph
indicating that there were operating losses which raised substantial doubt
about the ability of American Technologies to continue as a going concern.
This going concern qualification may adversely affect our perception by
prospective customers and suppliers.
OUR SALES OF SECURITIES CONVERTIBLE INTO COMMON STOCK AT A DISCOUNT TO THE
MARKET PRICE MAY CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DROP
As a result of our poor financial condition, several times over the
past few years we have sold securities that are convertible into our common
stock at a discount to the market price for the common stock. This has resulted
in the issuance of a significant amount of additional shares of common stock at
prices below market. It is possible that this method of financing operations has
contributed to the decline in the market price of the common stock. If we need
to obtain financing in the future in the same manner, this may again have an
adverse affect on the market price for our common stock.
LACK OF LISTING ON A MAJOR EXCHANGE MAY MAKE IT DIFFICULT FOR INVESTORS TO
DISPOSE OF OUR COMMON STOCK
Our common stock is quoted on the OTC Bulletin Board system. The OTC
Bulletin Board generally supports quotations
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for companies that do not meet the NASDAQ SmallCap Market listing
requirements. As a result, investors may find it more difficult to dispose of
or to obtain accurate price quotations of our common stock than they would if
the stock were quoted on the SmallCap Market. In addition, quotation on the
bulletin board depends on the willingness of broker-dealers to make a market
in our common stock. There can be no assurance that the stock will continue
to be quoted on the bulletin board or that there will continue to be a market
for the buying and selling of our common stock.
There are currently 15 firms making a market in our common stock. The
firms are:
M. H. Meyerson & Co., Inc. Knight Securities, L.P.
Wm. V. Frankel & Co., Incorporated Sharpe Capital, Inc.
Speer, Leeds & Kellogg Capital Markets Olsen Payne & Company
Hill Thompson Magid & Co. Inc. Wien Securities Corp.
Herzog, Heine, Geduld, Inc. Wilson-Davis & Co., Inc.
Phillip Louis Trading Co. Mayer & Schweitzer, Inc.
North American Institutional Brokers GVR Company
USCC Trading, a Division of Fleet Securities
WE MAY BECOME A PENNY STOCK RESULTING IN REDUCED WILLINGNESS OF BROKER-DEALERS
TO TRADE OUR COMMON STOCK
If our net tangible assets remain below $2 million at July 31, 1999,
which is likely, or if we otherwise fail to meet certain criteria of the
Commission, the common stock becomes subject to so-called "penny stock" rules
that impose additional sales practice and market making requirements on
broker-dealers who sell and/or make a market in such securities. These rules
may discourage the ability or willingness of broker-dealers to sell and/or
make a market in our common stock.
Business Risk Factors
As American Technologies is engaged in the development and marketing of
products based on new technologies, there are significant risks associated with
its potential success.
WE MAY NOT FIND CUSTOMERS FOR OUR PRODUCTS
None of our current products enjoy widespread distribution or
customer acceptance. While we do have a number of products that are past the
development stage, we have yet to establish
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major, stable markets for them. Although we believe we have the expertise to
commercialize these products, any or all of our products may fail to prove to
have widespread customer appeal. Various marketing strategies and alliances
are now in place. Current significant distributors include Hungarofek and
Market One. Kinetics Technology is developing a marketing strategy for the
use of our IE Technology in various coking applications.
THE SCIENTIFIC COMMUNITY MAY NOT PROVIDE SUFFICIENT VALIDATION OF OUR PRODUCTS
TO ENCOURAGE SALES
Our technologies have not received broad acceptance by the general
scientific community. To a great extent, scientific validation of our
technologies is essential to acceptance of the products by the marketplace.
Historically, the scientific community has been resistant to new ideas and
technologies, and, although we believe that we have been successful in
establishing working relationships with many scientists at prestigious academic
institutions, there is no guarantee that this will lead to acceptance of our
technologies by the scientific community as a whole. Failure to achieve such
acceptance could be materially detrimental to our efforts to establish markets
for our products.
THERE MAY BE UNFORESEEN REGULATORY REQUIREMENTS WHICH IMPEDE THE MARKETING AND
SALE OF OUR PRODUCTS
Most of our current products are being sold directly to the consumer in
markets that are not generally regulated by government agencies. In the case of
consumer products for enhancing engine performance, such as The Force or the
F420 fuel additive, registration of these products with CARB (California Air
Resources Board) and EPA (Environmental Protection Agency) is required and has
been done.
Since the F420 additive's chemical contents fall within the
restrictions of the EPA regulations, there are no known impediments to
maintaining this registration. We have also registered The Force airborne
combustion enhancer as an add-on device with CARB. There is no known reason why
CARB would withdraw that registration.
In the case of bulk fuel additives, there are strong industry
regulations. Extensive testing is required to meet these industry regulations
prior to sale of the additive and there is no guarantee that our bulk additive
products can meet all of these industry regulations.
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WE MAY NOT BE ABLE TO OBTAIN THE PATENTS OR TRADEMARKS NEEDED TO PROTECT THE
VALUE OF OUR TECHNOLOGIES
Our success will depend, in part, on whether we can obtain patent
and trademark protection for our technologies and products. We cannot
guarantee that we will be able to secure these protections. If we fail to do
so, there is no guarantee that our technologies will not be subject to
copying by other entities. This would result in a level of competition which
could well prevent us from being successful. Although we have taken steps,
including entering into confidentiality agreements with our employees and
third parties to protect our trade secrets and unpatented know-how, other
third parties may still be able to obtain such information.
We have applied for a number of patents on our particle beam, vacuum
distiller and IE technologies. Some have been approved. The status is as
follows:
- Particle Beam Approved Patents
We are maintaining 7 granted U.S. patents and 9 foreign patents issued
on particle beam technology. Additionally, there are 3 U.S. and 6
foreign patent applications pending.
- IE Technology
We have been granted 1 U.S. patent on the IE Technology and 7 U.S.
patent applications are in various stages of prosecution. Foreign
patent applications to protect this technology are also in progress.
- Vacuum Distiller
We have been granted 1 U.S. patent on the vacuum distiller
technology and there are 2 U.S. patent applications pending. Foreign
applications to protect the technology are also in process.
All of our products currently offered for sale are protected by patents
in the U.S. The group of patent applications currently in process have
sufficient overlap to offer protection to our current commercial applications.
We file applications with the U.S. Patent and Trademark Office once we perceive
a new significant commercial application, and prior to public disclosure of the
technology.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at www.ateg.com or at the SEC's web site at www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling securityholders sell all the shares. This
prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-6827).
The following documents are hereby incorporated by reference in this
Registration Statement:
- - Annual Report on Form 10-KSB for the year ended July 31, 1998.
- - Amendment Number 1 to our Annual Report on Form 10-KSB/A for the year ended
July 31, 1998.
- - Amendment Number 2 to our Annual Report on Form 10-KSB/A for the year ended
July 31, 1998.
- - Amendment Number 3 to our Annual Report on Form 10-KSB/A for the year ended
July 31, 1998.
- - Amendment Number 4 to our Annual Report on Form 10-KSB/A for the year ended
July 31, 1998.
- - Quarterly Report on Form 10-QSB for the three months ended October 31, 1998.
- - Amendment Number 1 to our Quarterly Report on Form 10-QSB/A for the three
months ended October 31, 1998.
- - Quarterly Report on Form 10-QSB for the three months ended January 31, 1999.
- - Amendment Number 1 to our Quarterly Report on Form 10-QSB/A for the
three months ended January 31, 1999.
15
<PAGE>
- - Quarterly Report on Form 10-QSB for the three months ended April 30, 1999.
- - Amendment Number 1 to our Quarterly Report on Form 10-QSB/A for the three
months ended April 30, 1999.
- - Current Report of Form 8-K dated January 5, 1999.
- - Current Report on Form 8-K dated August 30, 1999.
- - The section of our Registration Statement on Form 10, filed on January 24,
1994, entitled "Description of Securities," as amended by Amendment Nos. 1,
2, 3 and 4.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Corporate Secretary
American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 91016
(626) 357-5000
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. The selling securityholders will not make an
offer of these shares in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of such documents.
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus and in the
documents that are incorporated by reference. Forward-looking statements are
subject to risks and uncertainties and include information concerning possible
or assumed future results of our operations. When we use words such as
"believes," "expects," "anticipates" or similar expressions, we are making
forward-looking statements. You should note that an investment in our securities
involves certain risks and uncertainties that could affect our future financial
results. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including those
set forth in "Risk Factors" and elsewhere in this prospectus.
16
<PAGE>
USE OF PROCEEDS FROM SALE OF COMMON STOCK
American Technologies will not receive any of the proceeds from the
sale of the shares of common stock by the selling securityholders.
USE OF PROCEEDS FROM SALE OF DEBENTURES
We have received $2,750,000 from the sale of the debentures sold since
October, 1998.
We have used and will continue to use the net proceeds from the sale of
the debentures for working capital and the payment of existing liabilities.
USE OF PROCEEDS FROM EXERCISE OF WARRANTS
If all of the warrants for which the underlying shares of common stock
are included in this prospectus are exercised, we will receive $162,671. We
intend to use these funds for working capital and the payment of existing
liabilities.
SELLING SECURITYHOLDERS
Selling Securityholders
The following table identifies certain selling security-holders along
with the principal amount of debentures and the number of warrants they own.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF NUMBER OF
NAME DEBENTURES WARRANTS
---- ---------- --------
<S> <C> <C>
Britannia Associates Limited $ 375,000 37,500
Target Growth Fund Ltd. $ 250,000 25,000
JRT Holdings $ 25,000 2,500
Intermediazioni $ 50,000 5,000
Internazionali S.A.
Spiga Limited $ 100,000 62,500
Gaines P. Campbell, Jr. $1,550,000 355,000
James Hennen $ 75,000 7,500
Michael David Fort $ 75,000 7,500
</TABLE>
17
<PAGE>
In addition to the above selling debenture holders, the following
stockholders are offering the number of shares adjacent to their names:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
MacCaughern Trade Development 500,000
Boru Enterprises 200,000
William R. Rogers, Jr. 600,000
George Garcy 50,000
Comtrad Industries, Inc. 489,738
National Financial Communications Corp. 100,000
Ivan F. Lee 15,000
Doug Hartman 37,500
Bob Dernehl 30,000
Steve Illes 500,000
</TABLE>
Conversion of Debentures
The above identified selling debenture holders may convert or exchange
their debentures for shares of our common stock by giving written notice to us.
$800,000 of the debentures are convertible at a variable conversion price
depending upon the market price for our common stock on the date of conversion.
There is a maximum conversion price of $0.62 but no minimum conversion price.
$250,000 of debentures have a fixed conversion price of $0.58, $450,000 of
debentures have a fixed conversion price of $0.50, $600,000 of debentures have a
fixed conversion price of $0.30 and $400,000 of debentures have a fixed
conversion price of $0.25.
Variable Conversion Price
The variable conversion price is the lesser of
- $0.62; or
- 75% of the average closing bid price for the common stock during the
five trading days ending one day prior to conversion of the
debenture.
18
<PAGE>
Estimate of Shares Issuable Upon Conversion
If the $800,000 principal amount of debentures with the variable
conversion price were converted on September 10, 1999, the variable conversion
price would be approximately $0.24 and the total number of shares of common
stock issued would be 3,333,333. This does not include any shares of common
stock issued as interest due on the debentures. $800,000 in principal amount
of the debentures bear interest at 6% per annum, $700,000 in principal amount
of the debentures bear interest at 3% per annum and $1,000,000 in principal
amount of the debentures bear interest at 8.5%.
The following table contains the names of the selling securityholders,
the number of shares of common stock owned beneficially by each of the selling
securityholders as of September 10, 1999, and the number of shares which may be
offered for resale under this prospectus. For the purpose of stating the number
of shares of common stock beneficially owned by the selling securityholders in
the following table, the number of shares of common stock calculated to be
issuable in connection with the conversion of the debentures assumes the
debentures were converted on September 10, 1999. This calculation results in an
estimate of the number of shares of common stock issuable upon conversion of the
debentures.
The information included in the following table is based upon
information provided by the selling securityholders. Because the selling
securityholders may offer all, some or none of their common stock, no definitive
estimate as to the number of shares that will be held by the selling
securityholders after the offering can be provided and the following table has
been prepared on the assumption that all shares of common stock offered under
this prospectus will be sold.
19
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY SHARES OF BENEFICIALLY
NAME AND OWNED PRIOR TO COMMON STOCK OWNED AFTER
ADDRESS OFFERING (1)(2) BEING OFFERED OFFERING (3)
------- --------------- ------------- ------------
<S> <C> <C> <C>
Britannia Associates 1,600,000 1,600,000 0
Third Floor, Omar Hodge Bldg.
Wickhams Cay, #2
Road Town, Tortola, BVI
JRT Holdings 106,667 106,667 0
c/o Astor Capital
9300 Wilshire Blvd., Suite 308
Beverly Hills, CA 90212
Intermediazioni 213,333 213,333 0
Internazionali S.A.
Pasea Estate, Road Town
Tortola BVI
Spiga Ltd. 479,167 479,167 0
Skelton Building
Road Town, Tortola BVI
Target Growth Fund Ltd. 1,066,667 1,066,667 0
c/o Bermuda Commercial Bank Bldg.
44 Church Street
Hamilton HM12 Bermuda
Gaines P. Campbell, Jr. 3,411,034 3,100,428 310,606
1341 Birmingham Highway
Chattanooga, TN 37419
MacCaughern Trade Development 500,000 500,000 0
5263 Heather Lane
Park City, Utah 84098
Boru Enterprises 300,000 200,000 100,000
62 S.E. 6th Avenue
Delray Beach, FL 33483
James Hennen 158,500 157,500 1,000
2 Woodhill
Lookout Mountain, TN 37350
Michael David Fort 157,500 157,500 0
Route #1, Box 792
Twisp, Washington 98856
William R. Rogers, Jr. 655,000 600,000 55,000
140 Broadway 46th Floor
New York, New York 10005
</TABLE>
- ------------------------
Footnotes on next page.
20
<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY SHARES OF BENEFICIALLY
NAME AND OWNED PRIOR TO COMMON STOCK OWNED AFTER
ADDRESS OFFERING (1)(2) BEING OFFERED OFFERING (3)
------- --------------- ------------- ------------
<S> <C> <C> <C>
George Garcy 50,000 50,000 0
9025 Wilshire Blvd.
Penthouse 500
Beverly Hills, CA 90211
Steve Illes 540,000 500,000 40,000
28122 San Lucas
Mission Viejo, CA 92692
Comtrad Industries, Inc. 489,738 489,738 0
2820 Waterford Lake Drive
Midlothian, Virginia 23112
Ivan F. Lee 51,000 15,000 36,000
73-929 Larrea St., Suite 4
Palm Desert, California 92260
Doug Hartman 37,500 37,500 0
333 N. Wilshire Avenue
Anaheim, California 92801
Bob Dernehl 30,000 30,000 0
1220 Kincaid Road
Marietta, Georgia 30066
National Financial 100,000 100,000 0
Communications Corp.
1040 Great Plain Avenue
Needham, Massachusetts 02492
- ----------------------------
</TABLE>
Footnotes from preceding pages.
(1) Each of the parties listed has sole voting and investment power for all of
the shares of common stock indicated.
(2) As required by the regulations of the SEC, the number of shares shown as
beneficially owned includes shares which can be purchased within 60 days after
September 3, 1999. The actual number of shares shown is subject to adjustment
and could be materially less or more than the estimated amount indicated
depending upon factors which we cannot predict such as the market price of the
common stock on the actual date of conversion of the debentures.
(3) Assumes the sale of all shares offered.
21
<PAGE>
Registration Rights
The subscription agreements for the sale of certain of the
debentures held by the selling shareholders require us to register with the
SEC the public offering of the shares of common stock issuable on conversion
of the debentures and exercise of the warrants. We are also obligated to
register and qualify the shares under such state securities laws as the
selling securityholders may request.
We are obligated to use our best efforts to cause the registration
statement to become effective and to keep the registration statement effective
for two years or until the selling securityholders may sell all registerable
securities under Rule 144 or until the debenture holders no longer own any
shares, whichever occurs first.
The subscription agreements for $800,000 principal amount of
debentures provide for liquidated damages to the debenture holders if we are
unable to have the registration statement declared effective by the SEC
within 90 days from the date of sale of the debentures. The amount due in
liquidated damages is approximately $164,550 payable in cash or common stock
valued at the lower of current market value or $0.62.
In connection with our private placement of $2,750,000 principal amount
of debentures, we issued warrants to purchase 475,000 shares of Common Stock to
the debenture holders and warrants to purchase 52,500 shares of common stock to
Spiga Ltd., our selling agent, at $0.75, all for a period of 5 years. Spiga also
purchased $100,000 principal amount of debentures. Only warrants to purchase
216,894 shares of common stock are included in this prospectus.
PLAN OF DISTRIBUTION
The selling securityholders may offer the shares of common stock
received upon conversion of the debentures or exercise of the warrants at
various times in transactions:
- in the over-the-counter market;
- on any exchange where our common stock is then listed;
- with broker-dealers or third parties other than in the
over-the-counter market or on an exchange, including block sales; or
22
<PAGE>
- involving a combination of such methods or other methods.
The selling securityholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, at fixed prices or at a combination of such
prices.
The selling securityholders may use dealers, agents or underwriters to
sell their shares. If this happens, the dealers, agents or underwriters may
receive compensation in the form of discounts or commissions from the selling
securityholders or from the purchasers of shares or from both. The compensation
to a particular broker may be in excess of customary compensation.
The selling securityholders and any dealers, agents or underwriters
that participate with the selling securityholders in the distribution of the
shares may be deemed to be "underwriters" as this term is defined in the
Securities Act. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on the resale of the shares of our
common stock offered by this prospectus, may be deemed to be underwriting
commissions or discounts under the Securities Act.
We will pay most expenses related to the offer and sale of the shares
offered by the selling securityholders using this prospectus. The selling
securityholders, however, will pay any underwriting discounts and selling
commissions and the fees of their own attorneys.
Any shares covered by this prospectus which qualify for sale under Rule
144 of the Securities Act may be sold under that Rule rather than under this
prospectus.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Amended Bylaws provide that we shall indemnify our directors and
officers to the fullest extent permitted by Nevada law, including circumstances
in which indemnification is otherwise discretionary under Nevada law.
In addition, American Technologies and each selling securityholder have
agreed to indemnify each other against certain liabilities, including certain
liabilities under the Securities Act.
23
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons, we been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
EXPERTS
Our audited financial statements as of and for the years ended July 31, 1998 and
1997 incorporated by reference in this prospectus and elsewhere in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said reports. Reference is made to said report, which includes
an explanatory paragraph with respect to the uncertainty regarding our ability
to continue as a going concern as discussed in Note 1 to the financial
statements.
LEGAL MATTERS
For the purpose of this offering, John M. Dab, our General Counsel, is
giving his opinion on the validity of the shares.
24
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
SEC Registration Fee $ 1,280.09
Accountant's Fees and Expenses $ 7,500.00
Financial Printers $ 5,000.00
Miscellaneous $ 500.00
----------
Total $14,280.09
----------
----------
</TABLE>
- -------------
* Represents expenses relating to the distribution by the selling
securityholders under this prospectus prepared in accordance with the
requirements of Form S-3. These expenses will be borne by us on behalf of the
selling securityholders. All amounts are estimates except for the SEC
Registration Fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 78.751 of the Nevada General Corporation Law,
Article VI of our Amended Bylaws provides for the indemnification by American
Technologies, including suits brought by or on behalf of American Technologies,
of each director, officer, employee or agent thereof to the fullest extent
permitted by Nevada law.
As permitted by the Nevada General Corporation Law and Article VI of
our Amended Bylaws, maintains director's and officer's liability for its
directors and officers against certain liabilities.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Numbers Description
- ------- -----------
<S> <C>
4.1 Form of 6% Convertible Debenture issued to certain Selling
Securityholders.(1)
4.2 Form of Warrant issued to certain Selling Securityholders.(1)
4.3 Form of 3% Convertible Debenture issued to a Selling
Securityholder.(2)
25
<PAGE>
<CAPTION>
4.4 Form of Secured Convertible Debenture issued to a Selling
Securityholder.(3)
4.5 Form Secured Redeemable Convertible Debenture issued to a Selling
Securityholder.(3)
4.6 Subscription Agreement dated July 22, 1999 by and between the
Company and Gaines P. Campbell, Jr.(4)
4.7 Letter of Intent dated April 12, 1999, between the Company and
Security Capital Trading Inc.(4)
4.8 Distribution Agreement dated December 17, 1998 by and between the
Company and Hungarofek.(4)
5.1 Opinion of John M. Dab.
Letter re change in certifying accountants
23.1 Consent of John M. Dab (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.(5)
24.1 Power of Attorney(1)
</TABLE>
- ------------------
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on
December 3, 1998.
(2) Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on February 10, 1999.
(3) Previously filed as an exhibit to Amendment No. 4 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on July 22, 1999.
(4) Previously filed as an exhibit to Amendment No. 5 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on August 24, 1999.
(5) Previously filed as an exhibit to Amendment No. 6 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on September 8, 1999.
ITEM 17. UNDERTAKINGS.
(a) 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.
26
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 an initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Nevada Revised Statutes, the Certificate of
Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and it officers and directors, 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 Securities 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 the 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 the such issue.
27
<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-3 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 9th day of
September, 1999.
AMERICAN TECHNOLOGIES GROUP, INC.
By:/s/ Lawrence J. Brady
---------------------
Lawrence J. Brady
Chairman of the Board and
Chief Executive Officer
28
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/ Lawrence J. Brady Chairman of the Board, September 9, 1999
- --------------------- Chief Executive Officer
LAWRENCE J. BRADY
/s/ Yan Lin Chief Financial Officer September 9, 1999
- ----------- Treasurer (Principal
YAN LIN Financial and Accounting
Officer)
/s/ Shui Yin Lo Director of Research and September 9, 1999
- ---------------- Development and a Director
SHUI YIN LO
/s/ Charles Mccarthy* Director September 9, 1999
- ---------------------
CHARLES MC CARTHY
/s/ William Odom* Director September 9, 1999
- -----------------
WILLIAM ODOM
Director September , 1999
- ------------------
LARRY PRESSLER
Director September , 1999
- ---------------
ALAN BROOKS
*By:/s/ Lawrence J. Brady
---------------------
LAWRENCE J. BRADY
Attorney-in-Fact
29
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Numbers Description
- ------- -----------
<S> <C>
4.1 Form of 6% Convertible Debenture issued to the Selling
Securityholders.(1)
4.2 Form of Warrant issued to the Selling Securityholders.(1)
4.3 Form of 3% Convertible Debenture issued to a Selling
Securityholders.(2)
4.4 Secured Convertible Debenture issued to a Selling
Securityholder.(3)
4.5 Form of Secured Redeemable Convertible Debenture issued to a
Selling Securityholder.(3)
4.6 Subscription Agreement dated July 22, 1999 by and between the
Company and Gaines P. Campbell, Jr.(4)
4.7 Letter of Intent dated April 12, 1999, between the Company and
Security Capital Trading Inc.(4)
4.8 Distribution Agreement dated December 17, 1998 by and between the
Company and Hungarofek.(4)
5.1 Opinion of John M. Dab.
23.1 Consent of John M. Dab (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.(5)
24.1 Power of Attorney(1)
</TABLE>
- --------------
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on
December 3, 1998.
(2) Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on February 10, 1999.
(3) Previously filed as an exhibit to Amendment No. 4 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on July 22, 1999.
(4) Previously filed as an exhibit to Amendment No. 5 to the Company's
Registration Statement on Form S-3 with the Securities and Exchange
Commission on August 24, 1999.
(5) Previously filed as an exhibit to Amendment No. 6 to the Company's
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on September 8, 1999.
30
<PAGE>
EXHIBIT 5.1
September 10, 1999
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-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on or about September 10, 1999 intended to register 6,664,368
shares of the common stock of the Company issuable upon the conversion of
$2,750,000 principal amount of its convertible debentures, 216,894 shares of
common stock of the Company issuable upon the exercise of its common stock
purchase warrants and an additional 2,522,238 shares of common stock
(collectively, 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
