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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED SEPTEMBER 30, 1997
Commission File No. 0-24248
AMERICAN TECHNOLOGY CORPORATION
(Name of small business issuer in its charter)
Delaware 87-0361799
(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
13114 Evening Creek Drive South, San Diego, California 92128
(Address of principal executive offices) (Zip Code)
(619) 679-2114
(Issuer's telephone number)
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
Common Stock, $.00001 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X NO
----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
The Company's revenues for its most recent fiscal year were $967,408.
The aggregate market value of the voting stock held by non-affiliates of the
registrant on November 20, 1997 was approximately $35,180,000 based on an
average of the closing bid and ask price of $5.22 as reported on the NASD's OTC
Electronic Bulletin Board system.
At November 20, 1997, 10,065,002 shares of common stock, par value $.00001 per
share (the registrant's only class of voting stock), were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-KSB/A amends Part III, Item 9 of the Annual
Report on Form 10-KSB for the fiscal year ended September 30, 1997 filed by
American Technology Corporation on December 1, 1997. In accordance with the
instructions for such amendments, this Amendment No. 1 sets forth the complete
text of Part III, Item 9, as amended.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The present directors, executive officers and significant employees of the
Company, their ages, positions held in the Company and duration as director, are
as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION AND OFFICES
<S> <C> <C>
Dale Williams 58 Chairman of the Board of Directors,
President and Chief Executive Officer
Elwood G. Norris 59 Director and Chief Technology Officer
Richard M. Wagner 52 Director and Secretary
Joel A. Barker 52 Director
Cornelius J. Brosnan 50 Director
Robert Putnam 39 Vice President, Treasurer and Assistant Secretary
James Croft 44 Vice President Engineering (1)
</TABLE>
(1) A significant employee of the Company.
The terms of all directors will expire at the next annual meeting of the
Company's shareholders, or when their successors are elected and qualified.
Directors are elected each year, and all directors serve one-year terms.
Officers serve at the pleasure of the Board of Directors. There are no
arrangements or understandings between the Company and any other person pursuant
to which he was or is to be selected as a director, executive officer or nominee
therefor. There are no other persons whose activities are material or are
expected to be material to the Company's affairs. The Company maintains a key
person insurance policy on Mr. Norris in the amount of $2 million.
BIOGRAPHICAL INFORMATION
DALE WILLIAMS. Mr. Williams was appointed as Chairman, President and Chief
Executive Officer effective September 1, 1997. In May 1997, Mr. Williams was
engaged as a strategic planning and business development consultant for the HSS
technology. Since March 1995, Mr. Williams, through his wholly-owned Spectrum
Technology Inc., has been advising technology companies on business acquisition
and market development strategies. From January 1990 to March 1995 he was
founder and Chief Executive Officer of Beacon Light Products Inc., a private
company manufacturing advanced electronic control products. He has held
executive positions with technology companies including Intel, Monolithic
Memories Inc. (Advanced Micro Devices) and Rockwell International.
ELWOOD G. NORRIS. Mr. Norris has been a director of the Company since August
1980. He served as President from August 1980 to February 1994. He currently
manages the Company's research and development activities as Chief Technology
Officer. He has been a director and Chairman of NCI, a public company engaged in
electronic product development, distribution and sales, since 1988. He has
served as Chief Technology Officer to NCI since October 1995. From 1988 to
October 1995 he served as NCI President and Chief Executive Officer and in
January 1997 he was reappointed as Chief Executive Officer. Since August 1989,
he has served as director of Patriot Scientific Corporation ("Patriot"), a
public company engaged in the development of microprocessor technology, digital
modem products and radar and antenna engineering. He also served as Chairman and
Chief Executive Officer of Patriot until June 1994. From June 1995 until June
1996 when he was reappointed Chairman, Mr. Norris served as temporary President
and Chief Executive Officer of Patriot. He is an electronics engineer and an
inventor with over 20 U.S. patents, primarily in the fields of electrical and
acoustical engineering. He is the inventor of the Company's ear radio,
HyperSonic Sound, EPD technology and other technologies. Mr. Norris devotes only
part-time services to the Company, approximating 15-30 hours per week.
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RICHARD M. WAGNER has served as a director since 1986 and was appointed
Secretary in February 1994. Since 1980 he has been a self-employed real estate
broker and agent. In 1986 he founded and has since operated The Mortgage Company
and Scripps Escrow Co. which provide full-service real estate services. He
received a Masters of Science degree from San Diego State University in 1974.
JOEL A. BARKER. Mr. Barker was elected as a Director in March 1997. Since 1978
Mr. Barker has been President of Infinity Limited, Inc. and he has engaged as a
futurist in speaking, consulting, publishing and video production popularizing
the concept of paradigm shifts, change and vision. He is the author of the two
successful books, Future Edge and Paradigms: The Business of Discovering the
Future. He is the author and host of five futurist videos and is a frequent
speaker and consultant to major world corporations and government agencies in
North America, Europe and Asia. From 1975 to 1978 he was Director of the Futures
Studies Department of the Science Museum of Minnesota. Mr. Barker obtained a
B.S. in English Education from the University of Minnesota in 1966.
CORNELIUS J. BROSNAN. Mr. Brosnan was appointed as a Director in October 1997.
Since June 1997 he has been Vice President of Strategic Planning for Sprint PCS.
From May 1995 to June 1997 he was Vice President, Product Planning Center for
Samsung North America. From 1992 to May 1995 he held various executive positions
at AT&T including serving as General Manager of Cordless Telephones, New
Business Development Director for Consumer Products, Engineering Director for
Interactive TV Services and the last position as Program Director for Broadband
Networks. Mr. Brosnan received a B.A. in Political Science degree from
Middlebury College in 1969.
ROBERT PUTNAM. Mr. Putnam served as a director of the Company from 1984 until
September 1997. He also served as Secretary/Treasurer until February 1994, then
President and CEO through August 1997, and currently serves as Vice President,
Treasurer and Assistant Secretary. Since 1988 he has served as Secretary of NCI
and from 1995 as a Director of NCI. Since 1989 he has also served as
Secretary/Treasurer and Director of Patriot. He received a B.A. degree in Mass
Communication/Advertising from Brigham Young University in 1983. Mr. Putnam
devotes approximately 20-25 hours per week to the Company.
JAMES CROFT. Mr. Croft joined the Company in October 1997 as Vice President of
Engineering for HSS technology. From October 1992 to October 1997 he was an
executive with Carver Corp., a publicly traded high-end audio supplier. He was
appointed Vice President of Marketing and Product Development for Carver Corp.
in March 1993 and Vice President Research and Development in February 1995. From
1990 through October 1992, Mr. Croft was employed by Dahlquist, Inc., a
loudspeaker manufacturer, the latest position being its Vice President of
Research and Development. Mr. Croft is a Vice President of Definitive Audio,
Inc., a Seattle audio specialty retailer which he co-founded in 1975 and managed
until 1985.
CONFLICTS OF INTEREST
Certain conflicts of interest now exist and will continue to exist between the
Company and certain of its officers and directors due to the fact that they have
other employment or business interests to which they devote some attention and
they are expected to continue to do so. The Company has not established policies
or procedures for the resolution of current or potential conflicts of interest
between the Company and its management or management-affiliated entities. There
can be no assurance that members of management will resolve all conflicts of
interest in the Company's favor. The officers and directors are accountable to
the Company as fiduciaries, which means that they are legally obligated to
exercise good faith and integrity in handling the Company's affairs. Failure by
them to conduct the Company's business in its best interests may result in
liability to them.
It is conceivable that the respective areas of interest of the Company, Patriot
and NCI could overlap or conflict. The Company believes that although each of
the three corporations are involved in the electronics industry, the respective
areas of focus, products and technology directions of the three companies are
sufficiently distinct such that no conflict in business lines or executive
loyalties will result. Because of this unlikelihood, no steps have been taken to
resolve possible conflicts, and any such conflicts, should they arise, will be
addressed at the appropriate time.
Mr. Norris and Mr. Putnam are officers and directors of multiple public
companies as outlined above and Mr. Putnam is subordinate to Mr. Norris in these
relationships. The Company has not provided a method of resolving any potential
conflicts arising from these relationships and probably will not do so, partly
due to inevitable extra expense and delay any such measures would occasion. Mr.
Norris and Mr. Putnam are obligated to perform their duties in good faith and to
act in the best interest of the Company and its shareholders, and any failure on
their part to do so may constitute a breach of their fiduciary duties and expose
them to damages and other liability under applicable law. While the directors
and officers are excluded from liability for certain actions, their is no
assurance that Mr. Norris or Mr. Putnam would be excluded from liability or
indemnified if they breached their loyalty to the Company.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires the
Company's officers, directors and persons who own more than 10% of a class of
the Company's securities registered under Section 12(g) of the Act to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of such reports furnished to the Company and
written representations that no other reports were required during the fiscal
year ended September 30, 1997, the Company believes that all persons subject to
the reporting requirements pursuant to Section 16(a) filed the required reports
on a timely basis with the SEC.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN TECHNOLOGY CORPORATION
July 2, 1998
By: /s/ ROBERT PUTNAM
--------------------------------
Robert Putnam
Vice President, Treasurer and
Assistant Secretary
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