<PAGE>
As filed with the Securities and Exchange Commission on December 3, 1999
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
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 300,000 shares $0.31 $93,000 $25.00
==========================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
===============================================================================
<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) The Registrant's Annual Report on Form 10-KSB for the year ended
July 31, 1999 filed with the Securities and Exchange Commission (the
"Commission") on November 15, 1999 (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 November 30, 1999, Mr. Dab beneficially owned 14,500
shares of Common Stock and had outstanding options to purchase 205,000 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
contendre or its equivalent, docs 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 indemnified by the
II-4
<PAGE>
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.
EXHIBIT NUMBERS
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement between Barbara Matalon and the
Registrant dated November 11, 1999.
10.2 Agreement between Michael Alexander and the Registrant
dated October 28, 1999.
10.3 Agreement between Kent E. Lovelace, Jr. and John H. Martin
and the Registrant entered into as of January 11, 1998.
10.5 Letter Agreement dated November 12, 1999 between New
Concept Mining Inc., a wholly-owned subsidiary of the
Registrant, and Loeb Aron & Company Ltd.
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Corbin & Wertz.
24.3 Consent of Arthur Andersen LLP.
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 1st day of December, 1999.
AMERICAN TECHNOLOGIES GROUP, INC.
By: /s/ Lawrence J. Brady
--------------------------
Lawrence J. Brady
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Lawrence J. Brady Chairman of the Board, December 1, 1999
- ------------------------- Chief Executive Officer
Lawrence J. Brady
/s/ Yan Lin Acting Chief Financial Officer December 1, 1999
- ------------------------- Acting Chief Accounting Officer
Yan Lin
- ------------------------- Director
William Odom
/s/ Shui-Yin Lo Director and Director of December 1, 1999
- ------------------------- Research and Development
Shui-Yin Lo
- ------------------------- Director
Lawrence Pressler
/s/ Charles McCarthy Director December 1, 1999
- -------------------------
Charles McCarthy
/s/ Alan Brooks Director December 1, 1999
- -------------------------
Alan Brooks
/s/ James Hennen Director December 1, 1999
- -------------------------
James Hennen
/s/ Lawrence Schad Director December 1, 1999
- -------------------------
Lawrence Schad
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- --------
<S> <C>
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement between Barbara Matalon and the
Registrant dated November 11, 1999.
10.2 Agreement between Michael Alexander and the Registrant
dated October 28, 1999.
10.3 Agreement between Kent E. Lovelace, Jr. and John H. Martin
and the Registrant entered into as of January 11, 1998.
10.4 Letter Agreement dated November 12, 1999 between New
Concept Mining Inc., a wholly-owned subsidiary of the
Registrant, and Loeb Aron & Company Ltd.
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Corbin & Wertz.
24.3 Consent of Arthur Andersen LLP.
</TABLE>
II-8
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
December 2, 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-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on or about December 2, 1999 relating to the issuance and sale of
up to 300,000 shares of the Company's Common Stock (the "Shares"), as more
fully described in the Registration Statement, I have examined such corporate
records and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion and, on the basis
of such examination, advise you that in my opinion the Shares will be, when
issued and sold as specified in the Registration Statement, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. This consent is not to be construed as an admission
that I am a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ John M. Dab
John M. Dab
General Counsel
<PAGE>
Exhibit 10.1
Consulting Agreement
This Consulting Agreement (the "Consulting Agreement") made as of
November 11, 1999, by and between Barbara Matalon, 19401 Wunder Trail,
Trabuco Canyon, CA 92679 (the "Consultant") and American Technologies Group,
Inc., with offices at 1017 South Mountain Avenue, Monrovia, CA 91016 (the
"Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, the Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such services
for the Company; and
WHEREAS, the Company wishes to induce the Consultant to provide these
consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages the Consultant and the Consultant agrees to
render services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement begins as of the date hereof and
shall continue for a period of six months.
3. SERVICES.
During the term of this Consulting Agreement, the Consultant shall
provide advice to and undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate organization
and structure, and financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its overall
progress, needs and condition. The Consultant agrees to provide on a timely
basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic planning to fully
develop and enhance the Company's assets, resources, products and services;
(b) The implementation of a marketing program to enable the Company to broaden
the markets and promote the image of the Company and its products and
services;
<PAGE>
(c) Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the Company; and
(d) The identification, evaluation, structuring, negotiating and closing of
joint ventures, strategic alliances, business acquisitions and advice with
regard to the ongoing managing and operating of such acquisitions upon
consummation thereof.
4. DUTIES OF THE COMPANY.
The Company shall provide the Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by the Consultant, and shall advise the Consultant of
any facts which would affect the accuracy of any data and information
previously supplied to this paragraph. The Company shall promptly supply the
Consultant with full and complete copies of all financial reports, all
fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
material relating to its products or services.
5. COMPENSATION.
The Company will pay to the Consultant, 200,000 shares of common stock
as full compensation for consulting services rendered. The shares to be
delivered to the Consultant hereunder shall be delivered upon registration
under the Securities Act of 1933 on Form S-8. The Company shall use its best
efforts to cause the registration of the share as soon as practicable after
the date hereof.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to be making a continuing representation of
the accuracy of any and all facts, material information and data which it
supplies to the Consultant and acknowledges its awareness that the Consultant
will rely on such continuing representation in disseminating such information
and otherwise performing its advisory functions. The Consultant, in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. The
Consultant represents that she has knowledge of and is experienced in
providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement shall be terminated immediately upon written
notice for material breach of this agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
<PAGE>
Notices: All notices, requests, demands and other communications called
for or contemplated hereunder shall be in writing, and shall be addressed to
the Parties, their successors in interests or their assignees at the
addresses set forth above or such other addresses as the Parties may
designate:
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of
any other breach of that provision or of any breach of any other provision of
this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s)
shall be enforceable in any court having jurisdiction thereof. The
interpretation and the enforcement of this agreement shall be governed by
California Law as applied to residents of the State of California in relation
to contracts executed in and to be performed solely within the State of
California. In the event any dispute is arbitrated, the prevailing Party (as
determined by the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
American Technologies Group, Inc. Consultant
/s/ Lawrence J. Brady /s/ Barbara Matalon
- --------------------- -------------------
Lawrence J. Brady Barbara Matalon
Chairman and CEO
<PAGE>
Exhibit 10.2
MICHAEL T. ALEXANDER
361 Tamarac Drive
Pasadena, California 91105
VOICE 323-344-0249
FAX 323-344-8873
EMAIL [email protected]
PAGER 9099-249-0355
October 28, 1999
American Technologies Group, Inc.
1017 S. Mountain Avenue
Monrovia, CA 91016
Attn.: Mr. Larry Brady, President
Re: Engagement of Consulting Services
Dear Mr. Brady,
This will confirm the engagement of my consulting services upon the following
terms and conditions:
1. American Technologies Group, Inc., ("ATG") has recently terminated its
shareholder communications firm and desires to bring this function under
more direct oversight.
2. ATG desires to retain Michael T. Alexander ("Alexander") as an independent
consultant in order to take responsibility for this function.
3. ATG has limited cash flow and resources. Therefore, notwithstanding
Alexander's background and education, it is only able to pay the same
compensation as it was paying to its prior shareholder relations firm.
Thus, Alexander will receive the sum of $3,000.00 per month. Because this
sum represents compensation which is "below market," ATG, in further
consideration of the described services, will grant to Alexander by
separate document an option to purchase up to twenty thousand (20,000)
shares of ATG common stock at twenty-five cents ($0.25) per share.
4. In consideration, Alexander will, as an independent contractor, receive and
handle all shareholder communications which shall include but not
necessarily be limited to receiving and, on request of management,
initiating shareholder telephone calls, responding as necessary to
shareholder correspondence and also, as necessary, personally meeting with
shareholders.
5. Alexander will attend meetings with management and such other persons as
are necessary in order to become informed about shareholder matters.
Generally, however, the conduct of his responsibilities under this
contract shall be solely within his discretion. He will control his hours,
etc.
6. On request, ATG will provide Alexander an office, equipment and such
personnel as are reasonably necessary to the completion of his duties under
this agreement.
<PAGE>
American Technologies Group, Inc.
Engagement Letter
October 28, 1999
Page 2
7. Alexander shall be entitled to reimbursement of any extraordinary expenses
reasonably incurred in connection with the completion of his duties under
this agreement. He shall make every effort to obtain approval in advance
for any such expense. Any such bill shall be itemized with supporting
documentation and shall be reimbursable upon presentation.
8. Alexander is neither an agent nor employee or ATG. As such, he does not
have the right or power: (a) to enter into any contract or agreement on
behalf of ATG; (b) to make any representations, promises or warranties
except as shall be expressly authorized by ATG management; or (c) bind ATG
or its management in any way.
9. Alexander has previously executed a separate Non-Disclosure Agreement,
effective October 1, 1999.
10. The agreement shall be terminable by either party upon thirty (30) days
notice. It may be terminated immediately for cause which shall include but
not be limited to misconduct, fraud, misrepresentation or violation of any
state, federal or local securities laws, rules and regulations.
11. This agreement shall become effective as of October 25, 1999, the first day
upon which compensable services were rendered.
12. From time to time, ATG may have assignments other than shareholder
communications for Alexander. These assignments will be separate and apart
from the services to be rendered under this Agreement. Any such assignments
will be memorialized and attached to this Agreement. ATG and Alexander will
amend this Agreement to describe the assignment and additional compensation
to be paid.
If this meets with your approval, then I ask that you indicate that approval
below and return the original to me, retaining a duplicate original for your
records.
Once again, I look forward to working with you and your firm on this very
interesting project.
Respectfully yours,
/s/ Michael T. Alexander
APPROVED
October 18, 1999
American Technologies Group, Inc.
By: /s/ Lawrence J. Brady
---------------------
Larry Brady, President
<PAGE>
Exhibit 10.3
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of
January 11, 1999, by and between KENT E. LOVELACE, JR. ("Lovelace") and
JOHN H. MARTIN ("Martin", together, the "Consultants"), and AMERICAN
TECHNOLOGIES GROUP, INC., a Nevada corporation ("ATG").
R E C I T A L S:
----------------
WHEREAS, ATG desires the assistance of the Consultants in establishing
a business relationship with [Cosmetic Firm] ("CF")(the "Services");
WHEREAS, the Consultants have the ability to introduce ATG to CF and
facilitate a business relationship between ATG and CF.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, ATG and the Consultants hereby agree as
follows:
1. ENGAGEMENT. Upon the terms, and subject to the terms and conditions,
contained herein, ATG hereby engages the Consultants to provide the Services and
the Consultants agrees to provide the Services as provided herein.
2. FEES.
2.1 CONDITIONS FOR PAYMENT. Compensation for the Services
shall be paid to the Consultants in the amounts indicated upon the consummation
of the agreements between ATG and CF indicated:
a) If CF and ATG enter into a formal joint testing agreement
regarding ATG's proprietary IE(TM) Crystal technology (the "Technology"), ATG
shall issue the Consultants fifty thousand (50,000) shares of ATG Common Stock;
and
b) If CF and ATG enter into a formal agreement pursuant to
which ATG receives revenue from CF in connection with the use of the Technology
by CF, other than for the purchase of IE Crystals for testing purposes, ATG
shall issue the Consultants fifty thousand (50,000) shares of ATG Common Stock
and pay a commission of ten percent (10%) of ATG's net profit's under the
agreement. Net profit is total revenue received by ATG under such agreement less
all costs of ATG associated with such agreement plus an additional ten percent
(10%) as an allocation of overhead incurred in connection therewith.
<PAGE>
2.2 VALUE. All shares delivered under Section 2.1 (the
"Shares") shall be valued at $0.75 per share.
2.3 REGISTRATION. The Shares to be delivered to the
Consultants hereunder shall be delivered upon registration of the Shares under
the Securities Act of 1933 on Form S-8. ATG shall use its best efforts to cause
the registration of the Shares as soon as practicable after issuance.
2.4 STOCK OPTION. As additional compensation to the
Consultants hereunder, ATG hereby grants to each Consultant the right and option
to purchase (the "Options"), on the terms and conditions hereinafter set forth,
one hundred twenty-five thousand (125,000) shares of ATG Common Stock at $0.75
per share (the "Option Shares") vesting if CF and ATG enter into a formal
agreement pursuant to which ATG receives revenue from CF in connection with the
use of the Technology by CF, other than for the purchase of IE Crystals for
testing purposes. To the extent that the Option is not vested upon the
termination or other expiration of this Agreement, the Option shall expire and
be null and void.
2.5 OPTION TERM. Once exercisable, the Options shall remain so
exercisable until three years after the date of vesting and thereafter shall be
null and void.
2.6 REPRESENTATIONS. The Consultants hereby warrant and
represent to ATG as follows, each of which representation and warranty is
material and is being relied upon by ATG and each of which is true at and as of
the date hereof and will be true at the time of exercise of the Options:
2.6.1 that the Consultants are acquiring the
Options, and upon exercise of an Option will acquire the Option Shares, for
their own account and not with a view to their resale or distribution and that
the Consultants are prepared to hold the Option and the Option Shares, if
acquired, for an indefinite period and have no present intention to sell,
distribute or grant any participating interests in the Options or the Option
Shares, if acquired. The Consultants hereby acknowledge the fact that the Option
Shares will not be registered under the Securities Act of 1933, as amended (the
"1933 Act") or any applicable state securities laws.
2.6.2 that the Consultants have been informed
that the Options and the Option Shares may not be resold or transferred
unless first registered under Federal and state securities laws or unless an
exemption from such registration is available. Accordingly, the Consultants
hereby acknowledge that
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each Consultant is prepared to hold their respective Option and the Option
Shares for an indefinite period of time.
2.6.3 that each Consultant has a preexisting
business or personal relationship with ATG, that he is aware of the business
affairs and financial condition of ATG and that each Consultant has such
knowledge and experience in business and financial matters with respect to
companies in business similar to ATG to enable him to evaluate the risks of
the prospective investment and to make an informed investment decision with
respect thereto. The Consultants further acknowledge that ATG has made
available to them the opportunity to ask questions and receive answers from
ATG concerning the terms and conditions of the issuance of the Options and
the Option Shares and that they could be reasonably assumed to have the
capacity to protect their own interests in connection with such investment.
2.6.4 that the Consultants realize that their
purchase of the Options and the Option Shares is a speculative investment and
that they are each able, without impairing their financial condition, to hold
the Options and the Option Shares for an indefinite period of time and to
suffer a complete loss of their investment.
3. NO TRANSFER: The Consultants shall not transfer, encumber, alienate
or dispose, by gift or otherwise, all or any part of the Option Shares, except
as may be permitted by law.
5. RESTRICTIVE LEGEND: In order to reflect the restrictions on
disposition of the Option Shares, the stock certificates for such shares will be
endorsed with the a legend substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933 OR APPLICABLE STATE LAW, AND MAY
NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION THEREUNDER OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
6. TERM. If CF and ATG fail to enter into a formal agreement pursuant
to which ATG receives revenue from CF in connection with the use of the
Technology by CF, other than for the purchase of IE Crystals for testing
purposes, before December 31, 2001, this Agreement shall terminate.
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<PAGE>
7. GENERAL PROVISIONS.
7.1 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.
7.2 NOTICES. All notices, requests, demands and other
communications which may be given or are required to be given under this
Agreement shall be in writing and in the English language. All 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 Lovelace: P.O. Box 1347
Gulfport, MS 39502
If to Martin: 2432 Pass Road
Biloxi, MS 39531
If to ATG: American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 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.
7.3 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.
7.4 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 judgment
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 7.4 shall affect ATG's right to bring an action or
proceeding against the Consultants in the courts of any jurisdiction where
the purpose of such action or proceeding is to seek injunctive relief against
the Consultants.
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<PAGE>
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 7.2 hereto, provided that nothing in this Section 7.4 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 attorneys'
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.
7.5 HEADINGS. The headings herein are for convenience only, do not
constitute a part of this Agreement, and shall not be deemed to limit or
affect any of the terms or provisions hereof.
7.6 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.
7.7 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 provisions of this Agreement shall not be
affected or impaired in any manner.
7.8 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.
7.9 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.
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7.10 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" "CONSULTANTS"
AMERICAN TECHNOLOGIES GROUP INC.
By: /s/ Lawrence J. Brady /s/ Kent E. Lovelace, Jr.
---------------------- -------------------------
Name: Lawrence J. Brady Kent E. Lovelace, Jr.
Its: Chairman
/s/ John H. Martin
------------------
John H. Martin
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EXHIBIT 10.4
NEW CONCEPT MINING, INC.
1017 S. Mountain Ave.
Monrovia, California 91016
(626) 357-5000
FAX (626) 357-4464
November 12, 1999
Dr. Frank Lucas
Loeb Aron & Company Ltd.
Georgian House
63, Coleman Street
London EC2R 5BB
UNITED KINGDOM
RE: PAYMENT FOR SERVICES
Dear Frank:
This will confirm the agreement of New Concept and Loeb Aron that in
consideration of the services of Loeb Aron in trying to locate a buyer for
New Concept's Tempiute tungsten New Concept shall deliver to Loeb Aron 30,000
shares of American Technologies Group, Inc. stock. The shares shall be
registered on Form S-8.
To evidence you agreement to the foregoing, please sign below and return
a copy of this letter to the undersigned.
Thank you.
Very truly yours,
/s/ John M. Dab
General Counsel
Loeb Aron agrees to the foregoing payment for all of its services.
Loeb Aron & Company Ltd.
By: /s/ Frank Lucas
---------------
Dr. Frank Lucas
Managing Director
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Form S-8
Registration Statement of our report dated November 9, 1999 included in
American Technologies Group Inc.'s Form 10K-SB for the year ended July 31,
1999.
CORBIN & WERTZ
Irvine, California
December 2, 1999
<PAGE>
EXHIBIT 24.3
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, 1999 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
December 2, 1999
