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):  12/15/2006

American Technology Corporation

(Exact name of registrant as specified in its charter)

Commission File Number:  000-24248

Delaware	87-0361799
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

15378 Avenue of Science, Ste 100,

San Diego, California 92128

(Address of principal executive offices, including zip code)

(858) 676-1112

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

[  ]   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))

Information to be included in the report

Item 2.02.    Results of Operations and Financial Condition

On December 14, 2006, we issued a press release announcing estimated results of operation for the fiscal year ended September 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1.

On December 15, 2006 we filed a Form 12b-25 (Notification of Late Filing) with respect to our Form 10-K for the fiscal year ended September 30, 2006. We disclosed in the Form 12b-25 that we need additional time to complete the previously announced voluntary review of our historical stock option and stock grants.

Part IV of the Form 12b-25 also contains information about our expected results of operations for the fiscal year ended September 30, 2006, which information is incorporated by reference in Exhibit 99.2 to this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor sha ll it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements: This report on Form 8-K contains forward looking statements that reflect our current view with respect to future events and performance. Statements made herein regarding our financial information and the possible conclusions or determinations to be made by the Audit Committee are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to, the final conclusions of the Audit Committee and the Company's independent public accountants concerning matters related to t he Company's historical stock option and stock grants. More information about potential factors that could affect our business and financial results is included in the prospectus filed with the Securities and Exchange Commission on September 27, 2006 under the heading "Risk Factors." You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Notification of Late Filing. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date any such statement is made.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number         Description

99.1                   Press Release, dated December 14, 2006, issued by American Technology Corporation

99.2                  Information regarding the results of operations for the fiscal year ended September 30, 2006, incorporated by reference to Part IV of our Form 12b-25 filed with the Commission on December 15, 2006.

Signature(s)

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: December 15, 2006	By:	/s/    Thomas R. Brown
		Thomas R. Brown
		Chief Executive Officer, President and Interim Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release dated December 14, 2006

EX-99.1 2 rrd139638_17318.htm PRESS RELEASE DATED DECEMBER 14, 2006

FOR IMMEDIATE RELEASE

AMERICAN TECHNOLOGY CORPORATION

FILES FOR EXTENSION OF ANNUAL REPORT ON FORM 10-K

SAN DIEGO, CA, December 14, 2006 -- American Technology Corporation (ATC) (NASDAQ: ATCO) an innovator of commercial, military and government directed sound products and solutions announced today that it was not able to file its Form 10-K for the fiscal year ended September 30, 2006 by today's due date due to the Company needing additional time to complete the previously announced voluntary review of its historical stock option and stock grants.

ATC expects to report in the Form 10-K revenues of approximately $8.9 million for the fiscal year ended September 30, 2006 as compared to the previous fiscal year's revenues of $10.2 million. Gross profit for fiscal 2006 is expected to be approximately $2.8 million or 32% of revenues compared to $4.4 million or 43% of revenues in fiscal 2005. The decrease in revenues and gross profit was principally the result of a decrease in LRAD® revenue from $8.8 million in fiscal 2005 to $5.6 million in fiscal 2006, due primarily to the prior year including one large military order of $4.9 million. The decrease was partially offset by a 204% increase in HSS® product revenues to $2.4 million from $780,000 in 2005 due to the launch of the HSS 450 into the digital signage and in-store broadcasting markets.

ATC expects selling, general and administrative expenses for the year ended September 30, 2006 to be approximately $9.5 million or 107% of total revenues, compared to $9.1 million, or 89% of total revenues, for the year ended September 30, 2005. Research and development costs are expected to be $1.9 million or 21% of revenues for fiscal 2006 compared to $4.6 million or 46% of revenues in fiscal 2005. Loss from operations is expected to be approximately $8.6 million for the year ended September 30, 2006 compared to $9.4 million for the year ended September 30, 2005. The decreased loss in fiscal 2006 resulted from the significant decrease in research and development costs partially offset by the reduced gross profit. Based on the procedures and audit still underway, there may be additional adjustments to the fiscal 2006 results and there may be material non-cash adjustments to prior periods.

For its first quarter of fiscal 2007 ending December 31, 2006, ATC has over $3 million in orders with further orders and shipments expected this month.

About American Technology Corporation

American Technology Corporation provides directed audio solutions that place clear, highly intelligible sound exactly where needed. ATC's HyperSonic® Sound, NeoPlanar® and Long Range Acoustic Device (LRAD®) product lines make up the core of an expanding portfolio of directed sound products and technologies. For more information about ATC and its directed sound solutions please visit the company's web site at www.atcsd.com.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that reflect our current view with respect to future events and performance. Statements made herein regarding our financial information and the possible conclusions or determinations to be made by the Audit Committee are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to, the final conclusions of the Audit Committee and the Company's independent public accountants concerning matters related to the Company's historical stock option and stock grants, and the timely manufacture and shipment of directed sound product orders. More information about potential factors that could affect our business and financial results is included in the prospectus filed with the Securities and Exchange Commission on September 27, 2006 under the heading "Risk Factors." You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date any such statement is made.

FOR FURTHER INFORMATION CONTACT:

Investor Relations:

Robert Putnam

(858) 676-0519

robert@atcsd.com

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

FOR IMMEDIATE RELEASE

AMERICAN TECHNOLOGY CORPORATION

FILES FOR EXTENSION OF ANNUAL REPORT ON FORM 10-K

SAN DIEGO, CA, December 14, 2006 -- American Technology Corporation (ATC) (NASDAQ: ATCO) an innovator of commercial, military and government directed sound products and solutions announced today that it was not able to file its Form 10-K for the fiscal year ended September 30, 2006 by today's due date due to the Company needing additional time to complete the previously announced voluntary review of its historical stock option and stock grants.

ATC expects to report in the Form 10-K revenues of approximately $8.9 million for the fiscal year ended September 30, 2006 as compared to the previous fiscal year's revenues of $10.2 million. Gross profit for fiscal 2006 is expected to be approximately $2.8 million or 32% of revenues compared to $4.4 million or 43% of revenues in fiscal 2005. The decrease in revenues and gross profit was principally the result of a decrease in LRAD® revenue from $8.8 million in fiscal 2005 to $5.6 million in fiscal 2006, due primarily to the prior year including one large military order of $4.9 million. The decrease was partially offset by a 204% increase in HSS® product revenues to $2.4 million from $780,000 in 2005 due to the launch of the HSS 450 into the digital signage and in-store broadcasting markets.

ATC expects selling, general and administrative expenses for the year ended September 30, 2006 to be approximately $9.5 million or 107% of total revenues, compared to $9.1 million, or 89% of total revenues, for the year ended September 30, 2005. Research and development costs are expected to be $1.9 million or 21% of revenues for fiscal 2006 compared to $4.6 million or 46% of revenues in fiscal 2005. Loss from operations is expected to be approximately $8.6 million for the year ended September 30, 2006 compared to $9.4 million for the year ended September 30, 2005. The decreased loss in fiscal 2006 resulted from the significant decrease in research and development costs partially offset by the reduced gross profit. Based on the procedures and audit still underway, there may be additional adjustments to the fiscal 2006 results and there may be material non-cash adjustments to prior periods.

For its first quarter of fiscal 2007 ending December 31, 2006, ATC has over $3 million in orders with further orders and shipments expected this month.

About American Technology Corporation

American Technology Corporation provides directed audio solutions that place clear, highly intelligible sound exactly where needed. ATC's HyperSonic® Sound, NeoPlanar® and Long Range Acoustic Device (LRAD®) product lines make up the core of an expanding portfolio of directed sound products and technologies. For more information about ATC and its directed sound solutions please visit the company's web site at www.atcsd.com.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that reflect our current view with respect to future events and performance. Statements made herein regarding our financial information and the possible conclusions or determinations to be made by the Audit Committee are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to, the final conclusions of the Audit Committee and the Company's independent public accountants concerning matters related to the Company's historical stock option and stock grants, and the timely manufacture and shipment of directed sound product orders. More information about potential factors that could affect our business and financial results is included in the prospectus filed with the Securities and Exchange Commission on September 27, 2006 under the heading "Risk Factors." You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date any such statement is made.

FOR FURTHER INFORMATION CONTACT:

Investor Relations:

Robert Putnam

(858) 676-0519

robert@atcsd.com