American Technology Corporation
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): January
25, 2006 (January 23, 2006)
AMERICAN
TECHNOLOGY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-24248
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87-0361799
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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13114
Evening Creek Drive South, San Diego, California
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92128
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
January 23, 2006, our board of directors approved the appointment of Mr. David
A. Carnevale as our vice president, marketing. Mr. Carnevale, age 58, has over
25 years of experience in marketing. From January 2001 to September 2005, Mr.
Carnevale served as vice president of marketing, and most recently, vice
president, strategy and corporate development, for Path 1 Network Technologies
Inc., a San Diego based provider of IP broadcast video transport and routing
systems. Prior to Path 1 Network Technologies, Inc., Mr. Carnevale was an
independent marketing consultant and held marketing positions at various
software and technology companies. Mr. Carnevale has a Bachelor of Science
from
Rensselaer Polytechnic Institute and an MBA from the Stanford Graduate School
of
Business. There were no arrangements or understandings between Mr. Carnevale
and
any other person pursuant to which Mr. Carnevale was selected as an executive
officer. There are no family relationships between Mr. Carnevale and any of
our
directors and executive officers. Except as described below, there are no
transactions between Mr. Carnevale and American Technology Corporation in which
Mr. Carnevale has a direct or indirect material interest which we are required
to report.
Mr.
Carnevale's employment is terminable at-will by us or by Mr. Carnevale for
any
reason, with or without notice. Mr. Carnevale's annual salary is $180,000,
and
he participates in bonus, benefit and other incentives at the discretion of
the
compensation committee of our board of directors. On January 23, 2006, we
granted Mr. Carnevale a stock option exercisable for 100,000 shares of our
common stock pursuant to our 2005 Equity Incentive Plan. The option vests
quarterly over four years and has a five-year term, subject to continued service
and other conditions.
Item
7.01 Regulation FD Disclosure.
On
January 23, 2006, we issued a press release announcing Mr. Carnevale's
appointment. A copy of the press release is attached hereto as Exhibit
99.1
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Description
99.1 Press
Release dated January 23, 2006
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: January
25, 2006 |
By: |
/s/ John
R.
Zavoli |
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John
R.
Zavoli
President and Chief Operating Officer and
Interim Chief Financial
Officer
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