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): March 20, 2006 (March 24, 2006)

AMERICAN TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-24248	87-0361799
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15378 Avenue of Science, Ste 300, San Diego, California	92128
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 676-1112

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

Employment of Steven D. Stringer as Chief Financial Officer

On March 21, 2006, our board of directors approved the appointment of Mr. Steven D. Stringer as our Chief Financial Officer, effective April 3, 2006. Mr. Stringer’s employment is terminable at-will by us or by Mr. Stringer for any reason, with or without notice. Mr. Stringer’s annual salary is $195,000, and he participates in bonus, benefit and other incentives at the discretion of the compensation committee of our board of directors. Mr. Stringer will be granted a stock option exercisable for 100,000 shares of our common stock pursuant to our 2005 Equity Incentive Plan on his start date. The option will vest quarterly over four years and have a five-year term, subject to continued service and other conditions. More information about Mr. Stringer is set forth in Item 5.02 below under the heading “Appointment of Chief Financial Officer” and is incorporated into this Item 1.01.

Bonus Payments to Executive Officers

A discretionary bonus in the amount of $7,500 to Mr. Alan J. Ballard, Vice President, Government and Military Division, was paid on January 31, 2006, and a discretionary bonus in the amount of $7,500 was paid to Ms. Rose Tomich-Litz, Vice President, Operations, on March 16, 2006.

Commercial Group Commission Plan

On March 21, 2006, upon recommendation of our compensation committee, our board of directors ratified a new commission plan for our Commercial Group. In connection with this plan, upon recommendation of our compensation committee, our board approved a revision of the compensation for Mr. Bruce Gray, our Vice President of the Commercial Products Group. Mr. Gray’s commission plan was restated effective for the second quarter of fiscal 2006 to revise the quarterly revenue targets and the commission formula. A portion of the commission is paid based on direct sales by Mr. Gray based on personal revenue targets, and a portion is paid as an override based on revenue targets for the group supervised by Mr. Gray. The portion payable as override is payable only if revenue targets are achieved, and is capped at 50% of Mr. Gray’s base salary. The revised plan provides for an aggregate target commission of approximately $66,000 for the last three quarters of fiscal 2006, but commissions could exceed such amount if Mr. Gray’s direct sales or group sales exceed revenue targets. In connection with entry into the revised plan, Mr. Gray’s base salary was adjusted to $180,000 per year effective March 16, 2006.

Item 1.02 Termination of Material Definitive Agreement

On March 21, 2006, upon recommendation of our compensation committee, our board of directors forwardly terminated the Government Group commission plan. Under this plan, executive officers in charge of the Government Group participated in a broad-based commission arrangement where commissions were awarded to certain individuals in the Government Group based on revenue or billings within the segment. The Government Group plan, approved by our board in June 2004 for 2004 and 2005, and clarified in September 2005, contained no commission rates for the 2006 fiscal year or any future years, and no commissions were paid under such plan for the 2006 fiscal year.

Item 5.02 Departure of Director; Election of Director; Appointment of Principal Officers

Departure of Director

On March 20, 2006, Richard M. Wagner, a director of our company since 1986, notified our board of his decision not to stand for re-election as a director at the Company’s upcoming 2006 annual meeting of stockholders. Mr. Wagner did not advise the company of any disagreement with the company on any matter relating to the company’s operations, policies or practices.

Appointment of Chief Financial Officer

On March 21, 2006, our board of directors approved the appointment of Mr. Steven D. Stringer as our Chief Financial Officer, effective April 3, 2006. Mr. Stringer, age 49, has over 25 years of experience as a senior financial and management executive. He has held senior financial and management positions in both private and public companies. From 2000 to 2006, Mr. Stringer served as Vice President of Finance and Administration at ENCAD, Inc., a developer of inkjet printers and supplies, a company of Eastman Kodak (NYSE: EK). At ENCAD, Mr. Stringer’s responsibilities included managing finance and accounting for a $90 million organization with three subsidiaries. Prior to ENCAD, Mr. Stringer served as Vice President of Finance and Administration for DeltaTRAK, Inc., a manufacturer of portable temperature measurement devices. Mr. Stringer holds an MBA from the University of Southern California and a Bachelor of Business Administration in Accounting from Boise State University.

There were no arrangements or understandings between Mr. Stringer and any other person pursuant to which Mr. Stringer was selected as an executive officer. There are no family relationships between Mr. Stringer and any of our directors and executive officers. Except as described above in Item 1.01, there are no transactions between Mr. Stringer and us in which Mr. Stringer has a direct or indirect material interest which we are required to report.

As a result of Mr. Stringer’s appointment, John R. Zavoli, our President and Chief Operating Officer, will no longer serve as our Interim Chief Financial Officer, a position he has had since December 16, 2006.

The press release is Exhibit 99.1 of this Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 21, 2006, our board of directors amended our bylaws as follows:

• to permit the giving of notice to stockholders by any means permitted under Delaware law, including by electronic transmission in accordance with Delaware law; and

• to permit a stockholder to authorize another person or persons to act for such stockholder as proxy in any manner permitted by Delaware law.

These amendments are designed to facilitate future electronic delivery of proxy materials for stockholders who elect to receive electronic delivery. Electronic delivery will not be available for our 2006 annual meeting of stockholders scheduled for May 4, 2006. A copy of the Certificate of Amendment of Bylaws reflecting these amendments is attached to this report as Exhibit 3.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment of Bylaws
99.1	Press Release dated March 23, 2006

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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: March 24, 2006	By:	/s/ John R. Zavoli
	John R. Zavoli
	President and Chief Operating Officer

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE BYLAWS OF

AMERICAN TECHNOLOGY CORPORATION

a Delaware Corporation

The undersigned hereby certifies that:

1. He is the duly elected, qualified and acting secretary of American Technology Corporation (the “Company”), a duly organized and existing Delaware corporation, and in charge of the minute book and corporate records of the Company.

2. By resolutions adopted and approved as of the date hereof by the written consent of the directors of the Company pursuant to Section 144(f) of the Delaware General Corporation Law and Article IV, Section 4.13 of the Bylaws of the Company (“Bylaws”), the Bylaws are hereby amended as follows:

a. The following sentence is hereby added to the end of ARTICLE III, Section 3.07.

“A stockholder may authorize another person or persons to act for such stockholder as proxy in any manner permitted under the General Corporation Law of Delaware.”

b. ARTICLE III, Section 3.12 is hereby amended and restated to read in its entirety as follows:

“3.12. Action by Stockholders Without a Meeting; Record Date. Unless otherwise provided in the Charter, any action required by the General Corporation Law of Delaware to be taken at any annual or special meeting of stockholders of the Company, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders or members to take action are delivered to the Company by delivery to its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders or members are recorded.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Company can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized

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to act for the stockholder or proxy holder and (B) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Company by delivery to its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders or members are recorded. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the Company or to an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders or members are recorded if, to the extent and in the manner provided by resolution of the Board of Directors or governing body of the Company.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in this section. If the action which is consented to is such as would have required the filing of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that written consent has been given in accordance with this section.

The record date for determining stockholders entitled to consent to corporate actions in writing without a meeting shall not precede, and shall not be more than 10 days after, the date upon which the resolution fixing the record date was adopted. However, if no consent record date is fixed, the consent record date shall be, respectively: (1) if prior action by the Board of Directors is required under the General Corporation Law of Delaware for the consent to be validly taken, the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (2) if prior action by the Board of Directors is not so required, the first date on which a properly signed and dated consent setting forth the action taken or proposed to be taken is delivered as required above.”

c. ARTICLE IX is hereby amended and restated to read in its entirety as follows:

“ARTICLE IX.

NOTICES.

9.01. Giving of Notice. Except as otherwise specifically provided herein or required by the General Corporation Law of Delaware, all notices required to be given under these

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Bylaws shall be in writing and may in every instance be effectively given (1) by hand delivery to the recipient thereof, (2) by depositing such notice in the mails, postage paid, (3) by sending such notice by electronic transmission, or (4) by any other means as may from time to time be permitted under the General Corporation Law of Delaware.

Notice given by hand delivery will be deemed given when actually received by the recipient. Notice given by mail shall be deemed given when deposited in the United States mail, postage prepaid, directed to the recipient at such recipient’s address as it appears on the records of the Company.

Notice may also be given by a form of electronic transmission consented to by the recipient to whom the notice is given; and any such consent shall be revoked if (1) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to the preceding sentence shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the recipient has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the recipient has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the recipient of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the recipient. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

9.02. Waiver of Notice. Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or the Charter or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Charter or these Bylaws.”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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The aforementioned resolution has not been modified or rescinded and is at the date of this certificate in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this certificate effective as of March 21, 2006.

By:	/s/ John R. Zavoli
John R. Zavoli President and Chief Operating Officer

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EX-99.1

Exhibit 99.1

AMERICAN TECHNOLOGY CORPORATION NAMES STEVE STRINGER CHIEF

FINANCIAL OFFICER

Financial Veteran Brings Over 25 Years of Experience to ATC

SAN DIEGO, California, March 23, 2006- American Technology Corporation (NASDAQ: ATCO), a leading innovator of directed sound products and solutions, today announced that Steve Stringer has accepted the position of chief financial officer commencing April 3, 2006.

Stringer has over 25 years of experience as a senior financial and management executive. He has held senior financial and management positions in both private and public companies including ENCAD (a Kodak company), DeltaTRAK, Biosym Technologies (a subsidiary of Corning, Inc.), DURA Pharmaceuticals, and IVAC (a subsidiary of Eli Lilly). Stringer holds an MBA from the University of Southern California and a bachelor of business administration in accounting from Boise State University.

“Steve brings a broad financial and management background to ATC,” commented John Zavoli, ATC’s president and chief operating officer. “With more than 25 years of hands-on experience in Fortune 500 and venture capital funded companies, Steve is well-suited to provide the financial leadership needed to direct our growth plans and contribute significantly to our management team.”

“ATC is at an exciting juncture in its history as it begins to gain traction in creating demand and worldwide markets for its proprietary directed sound products,” said Stringer. “I am very happy to be joining ATC and look forward to working with John and other members of management to help ATC achieve profitability and build global markets for its directed sound products and solutions.

About American Technology Corporation

American Technology Corporation is Shaping the Future of Sound^® through its proprietary directed sound products and technologies which include: the award-winning HSS^® (HyperSonic^® Sound technology); LRAD™ (Long Range Acoustic Device) products family; NeoPlanar^® products family, Sound Vector™ technology, and others. The Company is establishing a strong portfolio of patents, trademarks, and intellectual property including over 320 U.S. and foreign patents and pending patent applications to date. For more information on the company and its technologies and products please visit our web site at www.atcsd.com.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected

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future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements, including but not limited to, the performance of our management team, market acceptance of our directed sound technologies and products, entry of competitors, the possibility our intellectual property protections will not prevent others from marketing products similar to or competitive with our products, potential technical or manufacturing difficulties that could delay product deliveries or increase warranty costs, and other risks identified and discussed in our 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 our current expectations. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the company’s Form 10-K for the year ended September 30, 2005. American Technology Corporation disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

FOR FURTHER INFORMATION CONTACT:

Investor Relations:

Robert Putnam

(858) 676-0519

robert@atcsd.com

Media Relations:

Don Mathias

(949) 855-4520

dwmath@aol.com

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