Current Report
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act
of 1934
Date
of Report (Date of Earliest Event Reported): December
6, 2005 (November 30, 2005)
AMERICAN
TECHNOLOGY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-24248
|
87-0361799
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
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13114
Evening Creek Drive South, San Diego,
California
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92128
|
|
(Address
of Principal Executive Offices)
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(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 a Material Definitive Agreement.
On
November 30, 2005, our board of directors approved the appointment of Ms.
Rose
Tomich-Litz as our Vice President, Operations. Ms. Tomich-Litz will report
to
John Zavoli, our Chief Operating Officer. Ms. Tomich-Litz, age 47, has over
17
years of experience in operations. From December 2002 to June 2004, Ms.
Tomich-Litz was Vice President, Operations with Promicro Systems, a manufacturer
and distributor of custom computers and servers. Prior to joining Promicro
Systems, Ms. Tomich-Litz was Vice President, Operations with Prisa Networks,
a
manufacturer and distributor of storage area network management software,
from
June 2000 to January 2002. Ms. Tomich-Litz holds an M.B.A. and a B.S. in
Business Administration from San Diego State University.
There
were no arrangements or understandings between Ms. Tomich-Litz and any other
person pursuant to which Ms. Tomich-Litz was selected as an executive officer.
There are no family relationships between Ms. Tomich-Litz and any of our
directors and executive officers. Except as described below, there are no
transactions between Ms. Tomich-Litz and American Technology Corporation
in
which Ms. Tomich-Litz has a direct or indirect material interest which we
are
required to report.
Ms.
Tomich-Litz's employment is terminable at-will by us or by Ms. Tomich-Litz
for
any reason, with or without notice. Ms. Tomich-Litz's annual salary is $157,500,
and she participates in bonus, benefit and other incentives at the discretion
of
the compensation committee of our board of directors. Management has agreed
to
recommend that Ms. Tomich-Litz be granted an option to purchase 100,000 shares
of common stock at the next meeting of the Compensation
Committee.
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.
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AMERICAN
TECHNOLOGY CORPORATION |
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| Date: December
6, 2005 |
By: |
/s/ MICHAEL
A. RUSSELL |
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Michael
A. Russell
Chief Financial Officer |