<PAGE>
As filed with the Securities and Exchange Commission on May 15, 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/EMPLOYMENT 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
======================================= ==================== ================ ================= ================
<S> <C> <C> <C> <C>
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
- --------------------------------------- -------------------- ---------------- ---------------- -----------------
Common Stock, $0.001 par value 2,174,000 shares $0.21 $456,540 $120.53
======================================= ==================== ================ ================= ================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c).
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to each of the eligible participants under the Registrant's
consultants as specified by Rule 428(b)(1).
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference
in this Registration Statement:
(i) 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 Registrant's Quarterly Report on Form 10-QSB for the three
months ended October 31, 1999 filed with Commission on December 16, 1999.
(iii) The Registrant's Quarterly Report on Form 10-QSB for the three
months ended January 31, 2000 filed with Commission on March 21, 2000.
(iv) The Registrant's Current Report of Form 8-K dated August 30,
1999 filed with Commission on September 7, 2000.
(v) 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.
(vi) 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.
II-1
<PAGE>
As of April 30, 2000, Mr. Dab beneficially owned 14,500 shares
of Common Stock and had outstanding options to purchase 250,000 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:
78.751. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
ADVANCEMENT OF EXPENSES.
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by
or in the right of the corporation, by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not
II-2
<PAGE>
opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction
determines upon application that in view of all the
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any
claim, 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
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<PAGE>
subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise
by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the certificate or articles of incorporation
or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action
in his official capacity or an action in another capacity
while holding his office, except that indemnification,
unless ordered by a court pursuant to 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
II-4
<PAGE>
of any other right such person may have or hereafter acquire under
any statute, provision of the Articles of Incorporation, bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise..
"Section 3 ADVANCEMENT OF EXPENSES. The expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or
otherwise by law.
"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.
II-5
<PAGE>
Item 8. Exhibits.
Exhibit Numbers
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement between the Registrant and Pacific Trade
& Development Corp. dated March 14, 1997.1
10.2 Stock Option Agreement between the Registrant and Pacific
Trade & Development Corp. dated March 5, 1999.
10.3 Letter agreement dated May 8, 2000 amending the Stock Option
Agreement between the Registrant and Pacific Trade &
Development Corp. dated March 5, 1999.
10.4 Form of Stock Option Agreement between certain former
employees of Registrant and the Registrant.
10.5 Form of amendment to Stock Option Agreement between certain
former employees of Registrant and the Registrant.
10.6 Consulting Agreement between the Registrant and Michael
Keating dated May 8, 2000.
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Corbin & Wertz.
24.3 Consent of Arthur Andersen LLP.
- ---------------
(1) Previously filed as exhibit 10.2 to the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange
Commission on April 18, 1997.
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.
II-6
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(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-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on this 11th day of
May, 2000.
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.
/s/ Lawrence J. Brady Chairman of the Board, May 11, 2000
- --------------------- Chief Executive Officer
Lawrence J. Brady
/s/ Yan Lin Acting Chief Financial Officer May 11, 2000
----------- Acting Chief Accounting Officer
Yan Lin
/s/ William Odom Director May 11, 2000
----------------
William Odom
---------------- Director and Director of
Shui-Yin Lo Research and Development
/s/ Larry Pressler Director May 11, 2000
------------------
Lawrence Pressler
/s/ Charles McCarthy Director May 11, 2000
- --------------------
Charles McCarthy
/s/ Alan Brooks Director May 11, 2000
---------------
Alan Brooks
/s/ Lawrence Shad Director May 11, 2000
-----------------
Lawrence Schad
II-8
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion of John M. Dab.
10.1 Consulting Agreement between the Registrant and Pacific Trade
& Development Corp. dated March 14, 1997.1
10.2 Stock Option Agreement between the Registrant and Pacific
Trade & Development Corp. dated March 5, 1999.
10.3 Letter agreement dated May 8, 2000 amending the Stock Option
Agreement between the Registrant and Pacific Trade &
Development Corp. dated March 5, 1999.
10.4 Form of Stock Option Agreement between certain former
employees of Registrant and the Registrant.
10.5 Form of amendment to Stock Option Agreement between certain
former employees of Registrant and the Registrant.
10.6 Consulting Agreement between the Registrant and Michael
Keating dated May 8, 2000.
24.1 Consent of John M. Dab (included in Exhibit 5).
24.2 Consent of Corbin & Wertz.
24.3 Consent of Arthur Andersen LLP.
- ---------------
(1) Previously filed as exhibit 10.2 to the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange
Commission on April 18, 1997.
II-9
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
May 7, 2000
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 May 8, 2000 relating to the issuance and sale of
up to 2,174,000 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 10.2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made as of the 5th day of March, 1999 by and
between Pacific Trade and Development Corp., a Nevada corporation (hereinafter
called Pacific), and American Technologies Group Inc., a Nevada corporation
(hereinafter called ATG).
R E C I T A L S:
---------------
WHEREAS, on March 14, 1997 ATG and Pacific entered into a Consulting
Agreement (the "Consulting Agreement") pursuant to which Pacific was granted an
option to purchase 200,000 shares of ATG common stock at $2.50 per share;
WHEREAS, Pacific has exercised such option to the extent of 20,000 shares;
WHEREAS, the Consulting Agreement was terminated in February, 1998,
however, subsequent thereto Pacific has performed certain services to ATG and in
consideration thereof ATG has agreed to reduce the exercise price of Pacific's
current stock option as previously authorized by ATG's Board of Directors;
WHEREAS, to reflect the terms of the stock option in a document separate
from the Consulting Agreement ATG and Pacific desire to enter into this Stock
Option Agreement.
1. STOCK OPTION.
1.1 For the consideration provided in the Consulting Agreement and
described in the foregoing recitals, ATG hereby grants to Pacific the right and
option to purchase (the "Option"), on the terms and conditions hereinafter set
forth, an aggregate of 180,000 shares of the common stock (the "Common Stock")
of ATG (the "Option Shares") at an exercise price of $1.50 per share, payable in
cash.
1.2 The Option shall remain so exercisable until February 28, 2001
and thereafter, if not exercised, shall be null and void.
1.3 Pacific and Donald W. Wright ("Wright") 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 Option:
<PAGE>
1.3.1 that Pacific is acquiring the Option, and if Pacific exercises
the Option will acquire the Option Shares, for Pacific's own account and not
with a view to their resale or distribution and that Pacific is prepared to hold
the Option and the Option Shares, if acquired, for an indefinite period and has
no present intention to sell, distribute or grant any participating interests in
the Option or the Option Shares, if acquired. Pacific hereby acknowledges 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.
1.3.2 that Pacific has been informed that the Option 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, Pacific hereby acknowledges that Pacific is prepared to
hold the Option and the Option Shares for an indefinite period of time.
1.3.3 that Pacific has a preexisting business or personal relationship
with ATG, that it is aware of the business affairs and financial condition of
ATG and that Pacific has such knowledge and experience in business and financial
matters with respect to companies in business similar to ATG to enable Pacific
to evaluate the risks of the prospective investment and to make an informed
investment decision with respect thereto. Pacific further acknowledges that ATG
has made available to Pacific the opportunity to ask questions and receive
answers from ATG concerning the terms and conditions of the issuance of the
Option and the Option Shares and that Pacific could be reasonably assumed to
have the capacity to protect its own interests in connection with such
investment.
1.3.4 that Pacific realizes that its purchase of the Option and the
Option Shares is a speculative investment and that Pacific is able, without
impairing its financial condition, to hold the Option and the Option Shares for
an indefinite period of time and to suffer a complete loss of its investment.
1.3.5 that Wright is the principal shareholder of Pacific and that at
least 50% of the outstanding capital stock of Pacific is owned by Accredited
Investors as defined by the California Corporations Code.
2. NO TRANSFER: Pacific shall not transfer, encumber, alienate or
dispose, by gift or otherwise, all or any part of the Option Shares, except to
officers or directors of Pacific or as may be permitted by law.
2
<PAGE>
3. 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.
4. REGISTRATION RIGHTS. If at any time Pacific desires to exercise the
Option and resale of the Option Shares is not available under Rule 144 or such
other comparable Rule, Pacific shall so notify ATG in writing and as soon as
practicable ATG shall file a registration statement on Form S-8 or other
applicable form with the Securities and Exchange Commission covering the Option
Shares.
5. ADJUSTMENT IN OPTION SHARES. In the event any change is made to the
Common Stock by reason of any stock split, stock dividend, combination of
shares, or other change affecting the outstanding Common Stock as a class
without receipt of fair consideration, then appropriate adjustments will be made
to (i) the total number of Option Shares subject to the Options and (ii) the
exercise prices payable per share in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder. If ATG is the
surviving entity in any merger or other business combination, then the Options,
if outstanding immediately after such merger or other business combination shall
be appropriately adjusted to apply and pertain to the number and class of
securities to which Pacific immediately prior to such merger of other business
combination would have been entitled to receive in the consummation of such
merger or other business combination.
6. 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
following addresses or such other addresses as the Parties may designate:
If to ATG: 1017 South Mountain Avenue
Monrovia, California 91016
If to Pacific: 1680 Greenfield Drive
Reno, Nevada 89509
3
<PAGE>
Any such notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, registered or certified, and
deposited, postage and registry or certification fees prepaid, in a post office
or branch post office regularly maintained by the United States Postal Service.
Each of the parties hereto may change its address for purposes of this Section 6
by giving written notice of such change in the manner provided for in this
Section 6.
7. ARBITRATION. Any dispute between the parties hereto arising out of or
related to this Agreement shall be submitted for binding arbitration to the
American Arbitration Association ("AAA"), or such other arbitration organization
mutually acceptable, in accordance with its then current rules in Los Angeles
County, California, and the parties hereto shall be bound by the results of such
arbitration as confirmed in accordance with Section 1285 of the California Code
of Civil procedure. The prevailing party shall be entitled to recover its costs
and fees, including reasonable attorneys' fees, from the other party hereto,
including costs and fees on appeal, if any. The trier-of-fact shall determine
the identity of the prevailing party whether or not the arbitration proceeds to
final judgment. Each party hereto consents to the personal jurisdiction of the
AAA and Federal and State courts in Los Angeles County, California.
8. APPLICABLE LAW. This Agreement is executed and intended to be
performed in the State of California and the laws of such state shall govern its
interpretation and effect
9. INTEGRATED AGREEMENT. As to the subject matter of this Agreement, this
Agreement constitutes the entire agreement of the parties and supersedes all
prior agreements between the parties and all such prior agreements shall be
deemed voluntarily terminated by the mutual consent of the parties hereto and
shall be of no further force or effect, including, but not limited to, the Stock
Option Agreement between ATG and Wright dated October 16, 1995.
10. ASSIGNMENT. This Agreement is not assignable but shall be binding upon
and shall inure to the benefit of the successors of each party hereto, provided
however that the Option may be assigned to an officer or director of Pacific.
11. SEVERABILITY. Any provision in this Agreement which is, by competent
judicial authority, declared illegal, invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability of
4
<PAGE>
such provision in any other jurisdiction. The parties hereto agree to negotiate
in good faith to replace any illegal, invalid or unenforceable provision of this
Agreement with a legal, valid and enforceable provision that, to the extent
possible, will preserve the economic bargain of this Agreement, or otherwise to
amend this Agreement, including the provision relating to choice of law, to
achieve such result.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
American Technologies Group, Inc., Pacific Trade and
a Nevada corporation Development Corp.,
a Nevada corporation
By:/S/ HAROLD RAPP By:/S/ DONALD WRIGHT
----------------------- -------------------------
Harold Rapp Donald W. Wright
Chief Operating Officer Chairman
/S/ DONALD WRIGHT
----------------------------
Donald W. Wright
individually as to
Sections 1.3.5 and 9 only
5
<PAGE>
Exhibit 10.3
[ATG Letterhead]
May 8, 2000
Donald Wright
Pacific Trade and Development Corp., Inc.
RE: STOCK OPTIONS
Dear Mr. Wright:
We have been discussing certain amendments to your Stock Option
Agreement dated March 5, 1999 covering 180,000 shares at an exercise price of
$1.50 per share.
ATG agrees to reduce the exercise price under the Agreement to the high
closing bid price on the trading day prior to exercise. Further, the Agreement
terminates twenty (20) business days after the effective date of a Registration
Statement on Form S-8 covering the 180,000 shares of common stock underlying the
option to be filed by ATG as soon as practicable.
A form of notice of exercise of stock option is attached for your
convenience.
The foregoing is subject to the approval of ATG Board of Directors
which must be obtained prior to the filing of the registration statement.
If you agree to the foregoing amendments, please sign below and return
a copy to me.
Very truly yours,
/s/ Lawrence J. Brady
---------------------
Lawrence J. Brady
Chief Executive Officer
I agree to the foregoing amendments.
Pacific Trade and Development Corp., Inc.
By: /s/ Donald Wright
----------------------
Donald Wright, Chairman
<PAGE>
NOTICE OF EXERCISE OF OPTION
TO: American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 91016
The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase 180,000 Shares of Common Stock, evidenced by the
Stock Option Agreement dated March 5, 1999, as amended, and herewith makes
payment of the purchase price in full.
Please register my certificate for 180,000 shares of ATG common stock
as follows:
_________________________________
The certificate should be sent to:
____________________________
____________________________
____________________________
Date:_____________________________
Name:_____________________________
Signature:________________________
<PAGE>
EXHIBIT 10.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is dated as of ______
and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a Nevada
corporation ("ATG"), and ______ ("Optionee") pursuant to an Employment Agreement
(the "Employment Agreement") dated as of ________ between the parties hereto.
1. GRANT OF OPTION: (a) ATG hereby grants to Optionee the right and
option (the "Option") to purchase, on the terms and conditions hereinafter set
forth, an aggregate of ______ (_____) shares of the common stock of ATG (the
"Option Shares"). The exercise price (the "Exercise Price") of the Option Shares
is $___ per share.
(b) If at any time or from time to time there shall be (i) a capital
reorganization of the Common Stock (other than a change in par value or a
stock dividend, sub-division, combination or reclassification of such share),
(ii) a consolidation or merger of ATG with or into another entity or a share
exchange in which ATG is the continuing entity and which does not result in
any change in the Common Stock), or (iii) a transfer or other disposition of
all or substantially all of the assets of ATG to any other person or entity,
then upon such capital reorganization, consolidation, merger, share exchange
or transfer or other disposition, (x) all Options not then vested shall
become immediately vested and exercisable in full by Optionee as of the
effective date of any such capital reorganization, consolidation, merger,
share exchange or transfer or other disposition; and (y) lawful and adequate
provision shall be made whereby Optionee upon exercise of Options shall
thereafter acquire and receive the kind and the number of shares of stock or
other securities or properties or cash as may be issuable or payable with
respect to or in exchange for the number of outstanding shares of Common
Stock to which Optionee would have been entitled if such Optionee had
exercised such Options immediately prior to such capital reorganization,
consolidation, merger, share exchange or transfer or other disposition.
(c) In the event that (i) there occurs an event or series of events
that would be required to be described as a change in control of ATG in a
proxy or information statement distributed by ATG pursuant to Section 14 of
the Securities Exchange Act of 1934 in response to Item 6(e) of Schedule 14A
promulgated thereunder, (ii) ATG concludes the sale of substantially all of
its assets other than in a transaction which is intended primarily to effect
a corporate reorganization without material change in beneficial ownership of
the material business of Employer or (iii) Optionee commits an act or omits
to take action to the detriment of ATG, then all Options not then vested
shall become immediately vested and exercisable in full by Optionee, and all
Options shall remain exercisable for their respective terms.
<PAGE>
2. TIME AND MANNER OF EXERCISE: Optionee shall have the right to
purchase from ATG the Option Shares at any time and from time to time until
_________. The purchase shall be made by delivery to ATG of a notice of
exercise specifying the number of shares (the "Shares") to be purchased
accompanied by a check in the amount of the aggregate Exercise Price or in
lieu of a cash payment Optionee may execute such cashless exercise of the
Option as may then be permitted by the Securities and Exchange Commission
such that the period following the exercise of such Option for purposes of
determining the holding period under Rule 144 promulgated pursuant to the
Securities Act of 1933, including, without limitation, to make payment
therefore in shares of common stock of ATG having a fair market value on the
date the notice is deemed duly given pursuant to Section 6 hereof (the
"Notice Date") equal to the option price of such shares multiplied by the
number of shares as to which the Option is being exercised. For purposes
hereof, the fair market value of a share of common stock of ATG shall mean
the average of the closing bid and asked price per share over the five
trading days immediately preceding the Notice Date. Promptly upon receipt of
such material, ATG shall cause the delivery to Optionee of an ATG stock
certificate representing the Option Shares so purchased.
3. OPTIONEE'S REPRESENTATIONS:
Optionee hereby warrants and represents to ATG as follows,
each of which representation and warranty is material and is being relied upon
by ATG and each of which is true at and as of the date hereof and upon exercise
of the Option:
3.1 INVESTMENT INTENT. that Optionee is acquiring the Option,
and if Optionee exercises the Option will acquire the Option Shares, for
Optionee's own account and not with a view to their resale or distribution and
that Optionee is prepared to hold the Option and the Option Shares, if acquired,
for an indefinite period and has no present intention to sell, distribute or
grant any participating interests in the Option or the Option Shares, if
acquired. Optionee hereby acknowledges the fact that the Option Shares may not
be registered under the Securities Act of 1933, as amended (the "1933 Act") or
the California Corporations Code.
3.2 RESTRICTED SECURITIES. that Optionee has been informed
that the Option and the Option Shares may not be resold or transferred unless
first registered under the Federal and California securities laws or unless an
exemption from such registration is available. Accordingly, Optionee hereby
acknowledges that Optionee is prepared to hold the Option and the Option Shares
for an indefinite period of time.
2
<PAGE>
3.3 OPTIONEE KNOWLEDGE. that Optionee has a preexisting business or
personal relationship with ATG, that he is aware of the business affairs and
financial condition of ATG and that Optionee has such knowledge and
experience in business and financial matters with respect to companies in
businesses similar to ATG to enable Optionee to evaluate the risks of the
prospective investment and to make an informed investment decision with
respect thereto. Optionee further acknowledges that ATG has made available to
Optionee the opportunity to ask questions and receive answers from ATG
concerning the terms and conditions of the issuance of the Option and the
Option Shares and that Optionee could be reasonably assumed to have the
capacity to protect his own interests in connection with such investment.
3.4 SPECULATIVE INVESTMENT. that Optionee realizes that his
acquisition of the Option and his purchase of the Option Shares, if at all, will
be a speculative investment and that Optionee is able, without impairing his
financial condition, to hold the Option and the Option Shares for an indefinite
period of time and to suffer a complete loss of his investment.
4. NO TRANSFER: Optionee 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, if any, the stock certificates for such shares
may be endorsed with 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. 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
following addresses or such other addresses as the Parties may designate:
If to ATG: 1017 South Mountain Avenue
Monrovia, California 91016
If to Optionee:
3
<PAGE>
Any such notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, registered or certified, and
deposited, postage and registry or certification fees prepaid, in a post
office or branch post office regularly maintained by the United States Postal
Service or with Federal Express, United Parcel Service or Airborne Express.
7. INVALID PROVISIONS: In the event that any provisions of this
Agreement is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be construed as
rendering any other provisions contained herein invalid or unenforceable, and
all such other provisions shall be given full force and effect to the same
extent as though the invalid or unenforceable provision were not contained
herein.
8. APPLICABLE LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
9. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, oral and written, between
the Parties with respect to the subject matter hereof.
10. HEADINGS: The section and other headings contained in this Agreement
are for reference purposes only and shall not be deemed to be part of this
Agreement or to affect the meaning or interpretation of this Agreement.
11. AMENDMENTS: This Agreement may not be modified or changed except by
an instrument or instruments in writing signed by the Party or Parties
against whom enforcement of any such modification or amendment is sought.
12. SUCCESSORS: This Agreement and the rights, powers and duties set
forth herein shall, except as otherwise set forth herein, bind and inure to
the benefit of the heirs, executors, administrators, legal representatives,
successors of the Parties.
IN WITNESS WHEREOF, this Option is executed on behalf of ATG by its duly
authorized officer and by Optionee as of the date first set forth above.
"Optionee" "ATG"
Name AMERICAN TECHNOLOGIES GROUP, INC.,
a Nevada corporation
_____________________ By:_______________________
Chief Executive Officer
4
<PAGE>
EXHIBIT 10.5
ATG LETTERHEAD
VIA FACSIMILE May 4, 2000
Name
RE: STOCK OPTIONS
Dear Name:
We have been discussing certain amendments to your Stock Option
Agreements dated ___________ covering a total of _______ shares at an
exercise price of ____ per share.
ATG agrees to reduce the exercise price under the Agreements to the
high closing bid price on the trading day prior to exercise. Further, the
Agreements terminate twenty (20) business days after the effective date of a
Registration Statement on Form S-8 covering the ______ shares of common stock
underlying the options to be filed by ATG as soon as practicable.
A form of notice of exercise of stock option is attached for your
convenience.
The foregoing is subject to the approval of ATG Board of Directors
which must be obtained prior to the filing of the registration statement.
If you agree to the foregoing amendments, please sign below and return
a copy to me.
Very truly yours,
Lawrence J. Brady
Chief Executive Officer
I agree to the foregoing amendments.
- ----------------
Name
<PAGE>
NOTICE OF EXERCISE OF OPTION
TO: American Technologies Group, Inc.
1017 South Mountain Avenue
Monrovia, California 91016
The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase _______ Shares of Common Stock, evidenced by the
Stock Option Agreements dated ____________, as amended, and herewith makes
payment of the purchase price in full.
Please register my certificate for _______ shares of ATG common stock
as follows:
______________________________
The certificate should be sent to:
_____________________________
_____________________________
_____________________________
Date:______________________________
Name:______________________________
Signature:_________________________
<PAGE>
EXHIBIT 10.6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is dated as of May 8,
2000, and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a
Nevada corporation ("ATG"), and MICHAEL KEATING ("KEATING").
A. WHEREAS, ATG desires to study the application of its ScreenMagic
product to eyeglasses;
B. WHEREAS, KEATING is an experienced optometrist and is willing to
develop a protocol for use with his patients for such testing of ScreenMagic;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. Consulting Services. KEATING shall develop a protocol and test
ScreenMagic for its effectiveness and for consumer satisfaction for use on
eyeglasses.
2. TERM. KEATING shall deliver the protocol to ATG on or before
August 31, 2000 and the test shall be complete by December 31, 2000.
3. COMPENSATION. (a) As full compensation for all services to be
performed by KEATING pursuant to this Agreement, ATG hereby grants to KEATING
the right and option (the "Option") to purchase, on the terms and conditions
hereinafter set forth, an aggregate of one hundred thousand (100,000) shares
of the common stock of ATG (the "Option Shares"). The exercise price (the
"Exercise Price") of the Option Shares is $0.21 per share, the high closing
bid price on the date hereof.
(b) ATG shall use its best efforts to file a registration statement
covering the Option Shares with the Securities and Exchange Commission within
thirty (30) days hereof and use its best efforts to cause said registration
statement to be declared effective as soon as possible.
4. TIME AND MANNER OF EXERCISE: KEATING shall have the right to
purchase from ATG the Option Shares at any time and from time to time until
April 30, 2003. The purchase shall be made by delivery to ATG of a notice of
exercise specifying the number of shares (the "Shares") to be purchased
accompanied by a check in the amount of the aggregate Exercise Price or in
lieu of a cash payment KEATING may execute such cashless exercise of the
Option as may then be permitted by the Securities and Exchange Commission
such that the period following the exercise of such
<PAGE>
Option for purposes of determining the holding period under Rule 144
promulgated pursuant to the Securities Act of 1933, including, without
limitation, to make payment therefore in shares of common stock of ATG having
a fair market value on the date the notice is deemed duly given pursuant to
Section 6 hereof (the "Notice Date") equal to the option price of such shares
multiplied by the number of shares as to which the Option is being exercised.
For purposes hereof, the fair market value of a share of common stock of ATG
shall mean the average of the closing bid and asked price per share over the
five trading days immediately preceding the Notice Date. Promptly upon
receipt of such material, ATG shall cause the delivery to KEATING of an ATG
stock certificate representing the Option Shares so purchased.
5. KEATING'S REPRESENTATIONS:
KEATING hereby warrants and represents to ATG as follows, each of
which representation and warranty is material and is being relied upon by ATG
and each of which is true at and as of the date hereof and upon exercise of
the Option:
5.1 Investment Intent. that KEATING is acquiring the Option, and
if KEATING exercises the Option will acquire the Option Shares, for KEATING'S
own account and not with a view to their resale or distribution and that
KEATING is prepared to hold the Option and the Option Shares, if acquired,
for an indefinite period and has no present intention to sell, distribute or
grant any participating interests in the Option or the Option Shares, if
acquired. KEATING hereby acknowledges the fact that the Option Shares may
not be registered under the Securities Act of 1933, as amended (the "1933
Act") or applicable state securities laws.
5.2 Restricted Securities. that KEATING has been informed that the
Option and the Option Shares may not be resold or transferred unless first
registered under the Federal and applicable state securities laws or unless
an exemption from such registration is available. Accordingly, KEATING
hereby acknowledges that KEATING is prepared to hold the Option and the
Option Shares for an indefinite period of time.
5.3 KEATING's Knowledge. that KEATING has a preexisting business
or personal relationship with ATG, that he is aware of the business affairs
and financial condition of ATG and that KEATING has such knowledge and
experience in business and financial matters with respect to companies in
businesses similar to ATG to enable KEATING to evaluate the risks of the
prospective investment and to make an informed investment decision with
respect thereto. KEATING further acknowledges that ATG has made available to
KEATING the opportunity to ask
2
<PAGE>
questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Option and the Option Shares and that KEATING could be
reasonably assumed to have the capacity to protect his own interests in
connection with such investment.
5.4 Speculative Investment. that KEATING realizes that his
acquisition of the Option and his purchase of the Option Shares, if at all,
will be a speculative investment and that KEATING is able, without impairing
his financial condition, to hold the Option and the Option Shares for an
indefinite period of time and to suffer a complete loss of his investment.
6. NO TRANSFER: KEATING 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.
7. RESTRICTIVE LEGEND: In order to reflect the restrictions on
disposition of the Option Shares, if any, the stock certificates for such
shares may be endorsed with 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.
8. NOTICES. Any and all notices or other communications required or
permitted by this Agreement or by law shall be deemed duly served and given
when actually received by personal delivery or by certified mail, return
receipt requested, with first class postage prepaid thereon, to the party to
whom such notice or communication is directed, addressed as follows:
If to ATG: AMERICAN TECHNOLOGIES GROUP, INC.
1017 South Mountain Avenue
Monrovia, CA 91016 Attention: Chief
Executive Officer
If to KEATING: 346 High Pointe Drive
Fort Collins, Colorado 80525
Each of the parties hereto may change its address for purposes of this
Section 8 by giving written notice of such change in the manner provided for
in this Section 8.
9. ATTORNEY'S FEES AND EXPENSES. In the event that it should become
necessary for any party to this Agreement to bring
3
<PAGE>
an action, including arbitration, either at law or in equity, to enforce or
interpret the terms of this Agreement, the prevailing party in such action
shall be entitled to recover its reasonable attorneys' fees and expenses as a
part of any judgment therein, in addition to any other award which may be
granted.
10. APPLICABLE LAW/VENUE. This Agreement is executed and intended to
be performed in the State of California and the laws of such state shall
govern its interpretation and effect. If suit is instituted by any party
hereto by any other party hereto for any cause or matter arising from or in
connection with the respective rights or obligations of the parties
hereunder, the sole jurisdiction and venue for such action shall be the
Superior Court of the State of California in and for the County of Los
Angeles.
11. INTEGRATED AGREEMENT. As to the subject matter of this Agreement,
this Agreement constitutes the entire agreement of the parties and supersedes
all prior agreements between the parties and all such prior agreements shall
be deemed voluntarily terminated by the mutual consent of the parties hereto
and shall be of no further force or effect.
12. Assignment. This Agreement is not assignable but shall be binding
upon and shall inure to the benefit of the successors of each party hereto.
13. SEVERABILITY. Any provision in this Agreement which is, by
competent judicial authority, declared illegal, invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability of such provision in any other jurisdiction. The parties
hereto agree to negotiate in good faith to replace any illegal, invalid or
unenforceable provision of this Agreement with a legal, valid and enforceable
provision that, to the extent possible, will preserve the economic bargain of
this Agreement, or otherwise to amend this Agreement, including the provision
relating to choice of law, to achieve such result.
14. Non-Competition. During the term hereof, Foster shall not,
directly or indirectly, whether as an employee, employer, consultant, agent,
officer, principal, partner, stockholder, director or any other individual or
representative capacity, engage or participate in any business that is in
direct competition in any manner with the business of ATG, without the prior
written consent of ATG.
4
<PAGE>
15. WAIVER. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
American Technologies Group, Inc., Michael Keating
a Nevada corporation
By: /s/ Lawrence J. Brady /s/ Michael Keating
-------------------------- -------------------
Lawrence J. Brady Michael Keating
Chief Executive Officer
5
<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
May 12, 2000
<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
May 12, 2000
