<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
AMERICAN TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in charter)
DELAWARE 87-0361799
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
12725 STOWE DRIVE ROBERT PUTNAM, PRESIDENT
POWAY, CALIFORNIA 92064 12725 STOWE DRIVE
(619) 679-2114 POWAY, CALIFORNIA 92064
(Address and telephone number of (619) 679-2114
registrant's principal executive (Name, address and telephone number
offices and principal place of business) of agent for service)
1997 EMPLOYEE STOCK COMPENSATION PLAN
(Full Title of the Plan)
COPIES TO:
JOHN D. BRASHER JR., ESQ.
BRASHER & COMPANY, ATTORNEYS AT LAW
90 MADISON STREET, SUITE 707, DENVER, COLORADO 80206
(303) 355-3000
If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line: X
---
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Proposed Proposed
Each Class Amount Maximum Maximum Amount of
of Securities Being Offering Price Aggregate Registration
Being Registered Registered Per Share Offering Price(2) Fee(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1) 100,000 $3.875 $387,500 $117.43
====================================================================================================================
</TABLE>
(1) The securities registered hereunder are shares of the registrant's
common stock, $.00001 par value, subject to award to persons defined
as employees (excludes executive officers and directors) under the
registrant's 1997 Employee Stock Compensation Plan.
(2) Estimated for purpose of calculating the registration fee.
(3) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933, as amended,
and based upon the average of the bid and ask prices per share of the
Registrant's Common Stock on a date within five (5) days prior to the
date of filing of this Registration Statement, as quoted on the OTC
Electronic Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of American Technology Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
September 30, 1996;
(b) Company's quarterly report on Form 10-QSB for the fiscal quarter
ended December 31, 1996;
(c) Item 11 (Description of Securities) contained in registration
statement on Form 10-SB of the Company, SEC file No. 0-24248.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereunder have been sold and which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, $.00001 par value per share. There are no preferred shares
authorized. The holders of Common Stock are entitled to one vote for each share
held. The affirmative vote of a majority of votes cast at a meeting which
commences with a lawful quorum is sufficient for approval of most matters upon
which shareholders may or must vote, including the questions presented for
approval or ratification at the Annual Meeting. However, removal of a director
from office or repeal of the certificate of incorporation in its entirety
require the affirmative vote of a majority of the total voting power for
approval, and certain other matters (such as shareholder amendment of the
bylaws, and amendment, repeal or adoption of any provision inconsistent with
provisions in the certificate of incorporation regarding indemnification of
directors, officers and others, exclusion of director liability, and the
Company's election not to be governed by statutory provisions concerning
business combinations with interested shareholders) require the affirmative
vote of two-thirds of the total voting power for approval. Common Shares do not
carry cumulative voting rights.
Holders of Common Stock are not entitled to preemptive rights, and the
Common Stock is not subject to redemption. Holders of Common Stock are entitled
to receive, pro rata, dividends when and as declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding-up of the Company, holders of Common Stock are entitled to share
ratably in the Company's assets legally available for distribution to its
shareholders.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Pursuant to Article NINTH of the Company's Certificate of Incorporation,
and as permitted by Section 145 of the General Corporation Law of Delaware, the
Company may indemnify its directors and officers under certain circumstances
against reasonable expenses (including court costs and attorney's fees),
judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his being a director, officer, employee, or agent of the
Company if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provisions. Thus, the
indemnification provisions will protect officers and directors from liability
only if the officer
2
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or director meets the applicable standard of conduct and the Company has the
financial ability to honor the indemnity. Insofar as indemnification for
liabilities under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the registrant pursuant to the General
Corporation Law of Delaware, the Certificate of Incorporation, 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 such Act, and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable; no common shares of the Company registered hereunder have
been sold or issued.
ITEM 8. EXHIBITS.
5.1 Consent and opinion of Brasher & Company, counsel to the Company
10.11 1997 Employee Stock Compensation Plan of the Company dated
March 10, 1997
23.1 Consent of BDO Seidman, LLP, independent certified public
accountants
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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 such 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.
(4) 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 initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all 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 Poway, California, on the date below.
DATED: March 24, 1997
AMERICAN TECHNOLOGY CORPORATION
By /s/ ROBERT PUTNAM
ROBERT PUTNAM, 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 respectively indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT PUTNAM Director, President 03/24/97
ROBERT PUTNAM Chief Executive Officer
Chief Financial Officer
/s/ RICHARD M. WAGNER Director, Secretary 03/24/97
RICHARD M. WAGNER
/s/ ELWOOD G. NORRIS Director 03/24/97
ELWOOD G. NORRIS
</TABLE>
4
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
EXHIBITS
AMERICAN TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
The following exhibits are included as part of this registration
statement, except those marked as having previously been filed with the
Securities and Exchange Commission and which are incorporated by reference to
another registration statement, report or form. References to the "Company" in
this Exhibit Index mean AMERICAN TECHNOLOGY CORPORATION, a Delaware
corporation.
5.1 Consent and opinion of Brasher & Company, counsel to the Company (1)
10.11 1997 Employee Stock Compensation Plan of the Company dated March
10, 1997 (1)
23.1 Consent of BDO Seidman, LLP, independent certified public
accountants (1)
(1) Exhibit filed as part of this Registration Statement on Form S-8.
5
<PAGE> 1
American Technology Corporation
Form S-8
EXHIBIT 5.1
Consent and Opinion
of
Brasher & Company
6
<PAGE> 2
BRASHER & COMPANY
Attorneys At Law
90 Madison Street, Suite 707
Denver, Colorado 80209
Telephone Facsimile
(303) 355-3000 303-355-3063
March 20, 1997
Board of Directors
AMERICAN TECHNOLOGY CORPORATION
12725 Stowe Drive
Poway, California 92064
Re: Registration Statement on Form S-8
1997 Employee Stock Compensation Plan
Gentlemen:
We have acted as counsel to AMERICAN TECHNOLOGY CORPORATION, a
Delaware corporation ("Company"), in connection with the preparation and filing
with the U.S. Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended ("Act"), of the Company's registration
statement on Form S-8 (together with all amendments, supplements and exhibits,
the "Registration Statement"). This Registration Statement relates to the
registration under the Act of 100,000 shares of the Company's common stock,
$.00001 par value ("Shares"), which may be issued pursuant to the Company's
1997 Employee Stock Compensation Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the
Plan and the Registration Statement and included prospectus, and have examined
and relied upon, as to factual matters, originals or certified or photostatic
copies of such corporate records, including, without limitation, minutes of the
Board of Directors and other instruments, certificates of corporate officers
and such other documents as we have deemed necessary or appropriate for the
opinions expressed herein. In making such examinations, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies, and the authenticity of originals of such photostatic copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in
our judgment, have deemed necessary or appropriate for the purposes of
rendering the opinions expressed herein.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the Commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such Shares will be
legally issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States of America
and the laws of the State of Delaware, and we express no opinion with respect
to the laws of any other jurisdiction.
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BRASHER & COMPANY
Board of Directors
AMERICAN TECHNOLOGY CORPORATION
March 20, 1997
Page 2 of 2
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to all references made to our firm in
the Registration Statement. However, in rendering this opinion, we do not
hereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in
regard to the transactions contemplated by the Registration Statement and may
not be used, circulated, quoted in whole or in part or otherwise referred to
for any purpose without our prior written consent and may not be relied upon by
any person or entity other than the Company, its successors and assigns. This
opinion is based upon our knowledge of law and facts as of its date. We assume
no duty to communicate to you with respect to any matter which comes to our
attention hereafter.
Very truly yours,
BRASHER & COMPANY
/s/ JOHN D. BRASHER JR.
JOHN D. BRASHER JR.
for the Firm
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<PAGE> 1
American Technology Corporation
Form S-8
EXHIBIT 10.11
1997 Employee Stock Compensation Plan
9
<PAGE> 2
1997 EMPLOYEE STOCK COMPENSATION PLAN
AMERICAN TECHNOLOGY CORPORATION
1. PURPOSE OF THE PLAN.
This 1997 Employee Stock Compensation Plan ("Plan") is intended to further the
growth and advance the best interests of AMERICAN TECHNOLOGY CORPORATION, a
Delaware corporation (the "Company"), and Affiliated Corporations, by
supporting and increasing the Company's ability to attract, retain and
compensate persons of experience and ability and whose services are considered
valuable, to encourage the sense of proprietorship in such persons, and to
stimulate the active interest of such persons in the development and success of
the Company and Affiliate Corporations. This Plan provides for stock
compensation through the award of the Company's Common Stock.
2. DEFINITIONS.
Whenever used in this Plan, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth in this
section:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Corporation" means any Parent or Subsidiary of the
Company.
c. "Award" or "grant" means any grant or sale of Common Stock made under
this Plan.
d. "Board of Directors" means the Board of Directors of the Company. The
term "Committee" is defined in Section 4 of this Plan.
e. "Code" means the Internal Revenue Code of 1986, as amended.
f. "Common Stock" or "Common Shares" means the common stock, $.00001 par
value per share, of the Company, or in the event that the
outstanding Common Shares are hereafter changed into or exchanged
for different shares of securities of the Company, such other shares
or securities.
g. "Date of Grant" means the day the Committee authorizes the grant of
Common Stock or such later date as may be specified by the Committee
as the date a particular award will become effective.
h. "Employee" means any person or entity that renders bona fide services
to the Company, including, without limitation, (i) a person employed
by the Company or an affiliated Corporation; (ii) a person or
company engaged by the Company or an Affiliated Corporation as a
consultant, advisor or agent; and (iii) a lawyer, law firm,
accountant or accounting firm, or other professional or professional
firm engaged by the Company or an Affiliated Corporation; but
specifically excluding persons who are directors or executive
officers of the Company or any Affiliated Corporation.
i. "Parent" means any corporation owning 50% or more of the total
combined voting stock of all classes of the Company or of another
corporation qualifying as a Parent within this definition.
j. "Participant" means an Employee to whom an Award of Plan Shares has
been made.
k. "Plan Shares" means shares of Common Stock from time to time subject
to this Plan l. "Subsidiary" means a corporation more than 50% of
whose total combined capital stock of all classes is held by the
Company or by another corporation qualifying as a Subsidiary within
this definition.
l. "Subsidiary" means a corporation more than 50% of whose total
combined capital stock of all classes is held by the Company or by
another corporation qualifying as a Subsidiary within this
definition.
3. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is March 10, 1997. No Plan shares may be issued
after March 9, 2000.
4. ADMINISTRATION OF THE PLAN.
The Employee Stock Compensation Committee of the Board of Directors
("Committee"), and in default of the appointment or continued existence of such
Committee, the Board of Directors, will be responsible for the administration
of this Plan, and will have sole power to award Common Shares under this Plan.
Subject to the express provisions of this Plan, the Committee shall have full
authority and sole and absolute discretion to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations which it believes to be necessary or advisable in
administering this Plan. The determination of those eligible to receive an
award of Plan Shares shall rest in the sole discretion of the Committee,
subject to the provisions of this Plan. Awards of Plan Shares may be made as
compensation for services rendered, directly or in lieu of other compensation
payable, as a bonus in recognition of past service or performance or may be
sold to an Employee as herein provided. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in this Plan in such manner
and to such extent it shall deem necessary to carry it into effect. Any
decision made, or action taken, by the Committee arising out of or in
connection with the interpretation and administration of this Plan shall be
final and conclusive.
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5. STOCK SUBJECT TO THE PLAN.
The maximum number of Plan Shares which may be awarded under this Plan is
100,000 shares.
6. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees (as herein defined).
7. GRANTS OR AWARDS OF PLAN SHARES.
Except as otherwise provided herein, the Committee shall have complete
discretion to determine when and to which Employees Plan Shares are to be
granted, and the number of Plan Shares to be awarded to each Employee. A grant
to an Employee may be made for cash, property, services rendered or other form
of payment constituting lawful consideration under applicable law; Plan Shares
awarded other than for services rendered shall be sold at not less than the
fair value thereof on the date of grant. No grant will be made if, in the
judgment of the Committee, such a grant would constitute a public distribution
with the meaning of the Act or the rules and regulations promulgated
thereunder.
8. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing an award of Plan Shares, the
Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold
or transferred in a transaction that is registered under the Act or is exempt
from the registration requirements of the Act. In the absence of registration
under the Act, any person awarded Plan Shares may be required to execute and
deliver to the Company an investment letter, satisfactory in form and substance
to the Company, prior to issuance and delivery of the shares. An award may be
made under this Plan wherein the Plan Shares may be issued only after
registration under the Act.
9. ASSIGNABILITY.
An award of Plan Shares may not be assigned. Plan Shares themselves may be
assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time
of award.
10. EMPLOYMENT NOT CONFERRED.
Nothing in this Plan or in the award of Plan Shares shall confer upon any
Employee the right to continue in the employ of the Company or Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful
rights of the Company or any Affiliated Corporation to discharge any Employee
at any time for any reason whatsoever, with or without cause.
11. LAWS AND REGULATIONS.
The obligation of the Company to issue and deliver Plan Shares following an
award under this Plan shall be subject to the condition that the Company be
satisfied that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.
12. WITHHOLDING OF TAXES.
If subject to withholding tax, the Company or any Affiliated Corporation may
require that the Employee concurrently pay to the Company the entire amount or
a portion of any taxes which the Company or Affiliated Corporation is required
to withhold by reason of granting Plan Shares, in such amount as the Company or
Affiliated Corporation in its discretion may determine. In lieu of part or all
of any such payment, the Employee with the consent of the Committee may elect
to have the Company or Affiliated Corporation withhold from the Plan Shares
issued hereunder a sufficient number of shares to satisfy withholding
obligations. If the Company or Affiliated Corporation becomes required to pay
withholding taxes to any federal, state or other taxing authority as a result
of the granting of Plan Shares, and the Employee fails to provide the Company
or Affiliated Corporation with the funds with which to pay that withholding
tax, the Company or Affiliated Corporation may withhold up to 50% of each
payment of salary or bonus to the Employee (which will be in addition to any
required or permitted withholding), until the Company or Affiliated Corporation
has been reimbursed for the entire withholding tax it was required to pay in
respect of the award of Plan Shares.
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13. RESERVATION OF SHARES.
The stock subject to this Plan shall at all times, consist of authorized but
unissued Common Shares, or previously issued shares of Common Stock reacquired
or held by the Company or an Affiliated Corporation equal to the maximum number
of shares the Company may be required to issue as stated in Section 5 of this
Plan, and such number of Common Shares hereby is reserved for such purpose. The
Committee may decrease the number of shares subject to this Plan, but only the
Board of Directors may increase such number, except as a consequence of a stock
split or other reorganization or recapitalization affecting all Common Shares.
14. AMENDMENT AND TERMINATION OF THE PLAN.
The Committee may suspend or terminate this Plan at any time or from time to
time but no such action shall adversely affect the rights of a person granted
an Award under this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in Section 3 of this Plan
or the date when all Plan Shares have been issued. The Committee shall have
absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee" to include
executive officers or directors of the Company or any Affiliated Corporation.
15. DELIVERY OF PLAN.
A copy or synopsis (for which copy the prospectus will serve) or description of
this Plan shall be delivered to every person to whom an award of Plan Shares is
made. The Secretary of the Company may, but is not required to, also deliver a
copy of the resolution or resolutions of the Committee authorizing the award.
16. LIABILITY.
No member of the Board of Directors, the Committee or any other committee of
directors, or officers, employees or agents of the Company or any Affiliated
Corporation shall be personally liable for any action, omission or
determination made in good faith in connection with this Plan.
17. MISCELLANEOUS PROVISIONS.
The place of administration of this Plan shall be in the State of California
(or subsequently, wherever the Company's principal executive offices are
located), and the validity, construction, interpretation and effect of this
Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of the State of Delaware. Without
amending this Plan, the Committee may issue Plan Shares to employees of the
Company who are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those specified in this Plan
but consistent with the purpose of this Plan, as it deems necessary and
desirable to create equitable opportunities given differences in tax laws in
other countries. All expenses of administering this Plan and issuing Plan
Shares shall be borne by the Company.
18. REORGANIZATIONS AND RECAPITALIZATIONS OF THE COMPANY.
(a) The shares of Common Stock subject to this Plan are shares of the Common
Stock of the Company as currently constituted. If, and whenever, the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split,
combination of shares (reverse stock split) or recapitalization or other
increase or reduction of the number of shares of the Common Stock outstanding
without receiving compensation therefor in money, services or property, then
the number of shares of Common Stock subject to this Plan shall (i) in the
event of an increase in the number of outstanding shares, be proportionately
increased; and (ii) in the event of a reduction in the number of outstanding
shares, be proportionately reduced.
(b) Except as expressly provided above, the Company's issuance of shares of
Common Stock of any class, or securities convertible into shares of Common
Stock of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into or
exchangeable for shares of Common Stock or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number
of shares of Common Stock subject to this Plan.
By signature below, the undersigned officers of the Company hereby certify that
the foregoing is a true and correct copy of the 1997 Employee Stock
Compensation Plan of the Company.
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DATED: March 10, 1997
AMERICAN TECHNOLOGY CORPORATION
By /s/ ROBERT PUTNAM
--------------------------------
Robert Putnam
President and CEO
ATTEST:
By /s/ RICHARD WAGNER
--------------------------------
Richard Wagner
Secretary
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<PAGE> 1
American Technology Corporation
Form S-8
EXHIBIT 23.1
Consent
of
BDO Seidman, LLP
14
<PAGE> 2
CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
American Technology Corporation
Poway, California
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated November 19, 1996 relating to the financial
statements of American Technology Corporation, appearing in the Company's
Annual Report on Form 10-KSB for the year ended September 30, 1996.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Denver, Colorado
March 21, 1997
15
