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)
                                November 20, 2001
                                -----------------


                                    ATG INC.
             (Exact name of registrant as specified in its charter)


                                   California
                 (State or other jurisdiction of incorporation)



                  0-23781                          94-2657762
           (Commission File Number)    (IRS Employer Identification No.)

                       3400 Arden Road, Fremont, CA 94545
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (510) 783-8200

               47375 Fremont Boulevard, Fremont, California 94538
                                (Former address)



Item 5.        Other Events

     ATG Inc.  ("ATG" or the "Company") has not completed the preparation of its
financial  statements for the nine months ended  September 30, 2001, and has not
filed its Quarterly Report on Form 10-Q for the period ended September 30, 2001.
Further,  said Quarterly Report has not been filed with The Nasdaq Stock Market,
Inc.,  as  required  by Nasdaq  Marketplace  Rule  4310(c)(14).  The Company has
received a Nasdaq staff determination letter dated November 20, 2001, indicating
that its securities are subject to delisting from the Nasdaq National Market. On
November  26,  2001,  the Company  requested a hearing  before a Nasdaq  Listing
Qualifications  Panel,  to review the staff  determination.  The Company's  news
release, dated November 26, 2001, announcing the Nasdaq letter and the Company's
request for a hearing, is filed as an exhibit to this report and is incorporated
herein by this reference.

Item 7.  Exhibits

     99.2 News release dated November 26, 2001, announcing possible delisting of
          ATG Inc. securities on the Nasdaq National Market



                                   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.


                                      ATG Inc.
                                    (Registrant)


Dated:  November 26, 2001            By:  /s/ Doreen M. Chiu
                                         -----------------------
                                         Doreen M. Chiu
                                         President and Chief Executive Officer