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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): APRIL 1, 2005
(MARCH 29, 2005)
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AMERICAN TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-24248 87-0361799
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
13114 EVENING CREEK DRIVE SOUTH, SAN DIEGO, CALIFORNIA 92128
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (858) 679-2114
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On March 29, 2005, our Compensation Committee approved an increase in the annual
salary of Mr. Carl Gruenler, our Vice President of Government and Force
Protection Systems Group, from $185,000 to $250,000, effective April 1, 2005.
This increase reflects an amendment to the letter agreement dated July 30, 2003
under which Mr. Gruenler is employed. The letter agreement also provides for an
annual performance bonus of up to 10% of base salary to be determined by the
Compensation Committee and the Board of Directors. Mr. Gruenler is now
compensated through a broad-based commission arrangement in lieu of an annual
performance bonus. Under this arrangement, commissions are awarded for each of
our business segments based on achievement of operating plan revenue within the
segment, with commissions increasing in percentage if operating plan is
exceeded. Executive officers in charge of each business unit recommend an
allocation of such commissions amongst sales personnel and themselves, which
recommendation is reviewed and approved by the Chairman and the President. All
commissions payable to executive officers are then reviewed and approved by the
Compensation Committee.
Mr. Gruenler's employment is terminable at-will by us or by Mr. Gruenler for any
reason, with or without notice.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN TECHNOLOGY CORPORATION
Date: April 1, 2005 By: /s/ MICHAEL A. RUSSELL
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Michael A. Russell
Chief Financial Officer