8-K

================================================================================


                                  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):
                         April 23, 2002 (April 18, 2002)


                         AMERICAN TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


        Delaware                   0-24248                 87-0361799
        --------                  -------                 ----------
(State or other jurisdiction of   (Commission         (I.R.S. Empl. Ident. No.)
incorporation or organization)     File Number)



          13114 Evening Creek Drive South, San Diego, California         92128
               (Address of principal executive offices)               (Zip Code)


                                 (858) 679-2114
              (Registrant's telephone number, including area code)


================================================================================



ITEM 5. OTHER EVENTS

Reference is made to the attached press release issued to the public by the
Registrant on April 18, 2002. See the text of the press release for a
description of the events reported pursuant to this Form 8-K and incorporated by
reference herein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1 Press Release dated April 18, 2002.


                                   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 23, 2002                     By: /s/ Renee Warden
                                             -----------------
                                             Renee Warden
                                             Chief Accounting Officer,
                                             Treasurer and Secretary

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

AMERICAN TECHNOLOGY ANNOUNCES LETTER OF INTENT FOR STRATEGIC ACQUISITION OF HST,
INC.

Profitable High-Tech Producer of Branded Components Anticipated to Add $50
Million in Revenues

(SAN DIEGO, California, April 18, 2002)--American Technology Corporation
(Nasdaq: ATCO) announced today the signing of a Letter of Intent to acquire in a
stock transaction San Diego-based HST, Inc. HST is a rapidly growing, profitable
designer and manufacturer of technologically advanced components for branded
consumer products. American Technology currently uses HST as an outsourced
manufacturer of its HSS(R) and NeoPlanar(R) components.

Upon consummation of the acquisition, the combined company will have projected
annual revenues of greater than $50 million. In addition, three executives of
HST will become members of the Company's Board and will also join the Company's
executive team. Randy Beck, CEO of HST will become Chairman and CEO of the
Company when the acquisition is completed.

In announcing the planned acquisition, Elwood Norris, Chairman and CEO of
American Technology, said, "This is a strategically important acquisition for
our company. HST has successfully implemented high volume cost-effective
manufacturing for our HyperSonic(R) Sound components and is similarly developing
production for NeoPlanar components for OEMs and military customers. The synergy
between our two companies is significant. Increasingly, our customers want in
addition to a license, a manufactured component that can be more quickly
integrated into their own sound solutions. The acquisition of HST will allow us
to speed delivery of these higher margin solutions to our customers."

Norris continued, "The HST team members have a record of innovative high-tech
manufacturing and strong customer relationships. They complement our technology
team and are already contributing to the marketing of HSS and NeoPlanar
components. HST reported unaudited revenues of greater than $11.4 million in the
first calendar quarter with record profits (unaudited) exceeding 25% pre-tax. It
is anticipated that upon closing, the combined company will generate significant
positive operating cash flows and profits to finance future growth."

Randy Beck, CEO of HST commented, "We are very pleased to join American
Technology with the goal of continuing to grow our business and contribute to
the future success of HSS, NeoPlanar, PureBass(R) and other American Technology
patented technologies. While we are pleased with HST's strong operating results,
we are equally excited about the strategic dynamics created by this
transaction."

Beck added, "We have worked closely with American Technology management,
especially over the last year, to create economical



component solutions for HSS and more recently NeoPlanar products. Industry
leaders are already licensing American Technology's sound solutions and we
believe we add even greater value through manufacturing and marketing
innovations. We believe NeoPlanar has the opportunity to replace many existing
speaker applications worldwide and at the same time deliver increased utility.
We also see HSS opening new mass-market applications in directed sound. Working
with American Technology's military customers, we have also been party to the
excitement generated by a wide range of military uses for American Technology's
sound products."

HST designs and manufactures technologically advanced components for branded
consumer products using space-age materials and proprietary production methods.
HST's most significant new application of advanced materials and processing is
Callaway Golf's latest Big Bertha C4(TM) compression cured carbon composite
driver head. HST manufactures this tournament-winning driver head and the
accompanying custom-designed carbon fiber golf shaft. HST uses advanced
materials to develop and manufacture products including carbon fiber golf shafts
for Callaway, Ping and others, as well as custom carbon fiber tubes for
applications ranging from arrow shafts to vehicle drive shafts. Also, HST
supplies composite speaker components for Harman International's JBL brand. Over
the last five years HST has invested in advanced material engineering targeted
at creating a diversified line of proprietary components with superior
performance at costs providing favorable margins to HST and its customers. HST
currently has advanced components in various stages of development for military,
consumer, construction, automotive and other industries. HST also manufactures
under license ultrasonic film based emitters and magnetic film transducers for
American Technology's patented HyperSonic Sound (HSS) and NeoPlanar speaker
technologies.

HST, Inc. is a dba for Horizon Sports Technologies, Inc. established in
1990. In 2001 HST responded to high electrical and manufacturing costs by
launching an advanced technology 120,000 square foot manufacturing operation in
Tijuana, Mexico, under a program known as "Maquiladora". HST expects to continue
investing in new applications of advanced materials combined with the economies
of maquiladora manufacturing to result in growing product diversification in
future years.

The Letter of Intent outlines the agreement by American Technology to issue 13
million common shares to acquire HST in a tax-free transaction. HST executives
and employees will also be granted options to purchase an aggregate of one
million common shares after closing under the Company's stock option plan, and
HST executives will enter into three-year non-compete and employment agreements
at their current base salary levels. The Letter of Intent is non-binding, and
completion of the transaction will be subject to a number of conditions
precedent, including satisfactory completion of due diligence, completion and
execution of definitive documentation, and the approval of American Technology's
stockholders. Provided all conditions are satisfied, the Company expects to
consummate the transaction by end of its fiscal year ending September 30, 2002.
However, there can be no assurance that all conditions will be satisfied or that
if satisfied, the transaction will close when expected.



About American Technology Corporation

American Technology is Shaping the Future of Sound(R) by developing and
licensing its technology and intellectual property portfolio which includes: the
award-winning HSS(R) (HyperSonic(R) Sound Technology); Stratified Field(R)
Technology; NeoPlanar(R); PureBass(R) Sub-Woofer Technology; Directed Stick
Radiator technology and FM Sounds(TM) consumer radio products. The company is
establishing a strong portfolio of patents, trademarks, and know-how including
over 110 U.S. and Foreign patents and patent filings to date. For more
information on the company and its technologies and products please visit our
Web site at www.atcsd.com.

About HST, Inc.

HST designs and manufactures advanced material components for branded consumer
products. Leading customers include Callaway Golf, Ping, JBL, Fender, Dunlop,
Answer Products, Blackhawk Archery and others. HST has a research staff for the
ongoing creation of new components for military, consumer, construction,
automotive and other industries. See www.HST-Inc.com.

Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: This document contains forward-looking statements relating to future
transactions, performance, technology and product development which may affect
future results and the future viability of the company. Actual results could be
affected or differ materially from those projected in the forward-looking
statements as a result of risks and uncertainties, including satisfaction of
conditions precedent, development of future products, technological shifts,
potential technical difficulties that could delay new products, competition,
general economic factors, pricing pressures, the uncertainty of market
acceptance of new products and services by OEMs and end-user customers, and
other factors identified and discussed in the Company's most recent filings with
the Securities and Exchange Commission. These forward-looking statements are
based on information and management's expectations as of the date hereof. Future
results may differ materially from the Company's current expectations.

# # #

Editors Note:  HyperSonic Sound, HSS, NeoPlanar, Stratified Field,
PureBass, FM Sounds, and Shaping the Future of Sound are trademarks or
registered trademarks of American Technology Corporation. All other company,
product, and service names are the property of their respective owners.

FOR FURTHER INFORMATION CONTACT:

Robert Putnam, (858) 679-3168, Robert@atcsd.com