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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-04-001423.txt : 20040625
<SEC-HEADER>0001019687-04-001423.hdr.sgml : 20040625
<ACCEPTANCE-DATETIME>20040624174148
ACCESSION NUMBER:		0001019687-04-001423
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040624
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040625

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN TECHNOLOGY CORP /DE/
		CENTRAL INDEX KEY:			0000924383
		STANDARD INDUSTRIAL CLASSIFICATION:	HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
		IRS NUMBER:				870361799
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24248
		FILM NUMBER:		04880302

	BUSINESS ADDRESS:	
		STREET 1:		13114 EVENING CREEK DRIVE SOUTH
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92128
		BUSINESS PHONE:		6196792114
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>atco_8k-062404.txt
<TEXT>
<PAGE>


                                  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):
                          June 24, 2004 (June 22, 2004)

                         AMERICAN TECHNOLOGY CORPORATION
                         -------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Delaware                                         87-0361799
          --------                                         ----------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
       Incorporation)

                                     0-24248
                                     -------
                            (Commission 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)


<PAGE>


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

         On June 22, 2004, American Technology Corporation issued a press
release announcing Michael A. Russell as the company's new chief financial
officer, and the resignation of Joseph A. Zerucha as Vice President, Sales and
Marketing for the Business Group. A copy of the press release is attached as
Exhibit 99.1.

         From March 2004 to June 2004, Mr. Russell was the Chief Financial
Officer of Renaissance Wireless Corporation, and from April 2004 to June 2004,
he was also the Chief Financial Officer of IC Mechanics, Inc., a company related
to Renaissance Wireless. Both are privately held companies in the wireless
communications field. From May 2000 to July 2003, Mr. Russell was the Chief
Financial Officer of Metallic Power, Inc., a privately held fuel cell
development company. From November 1998 to February 2000, he served as Vice
President of Finance for the Financial Solutions Group of HNC Software, Inc., a
publicly traded company subsequently acquired by Fair Isaac Corporation in
August 2002. Mr. Russell obtained a B.S. in Engineering in 1968 and an MBA in
1971 from UCLA.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial statements of business acquired.

                  Not applicable.

         (b) Pro forma financial information.

                  Not applicable.

         (c) Exhibits.

                  99.1     Press release dated June 22, 2004.


                                   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: June 24, 2004                         By: /s/ ELWOOD G. NORRIS
                                                --------------------------------
                                                Elwood G. Norris
                                                Chairman of the Board




                                      -2-

</TEXT>
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<SEQUENCE>2
<FILENAME>atco_8kex99-1.txt
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

                      AMERICAN TECHNOLOGY CORPORATION NAMES
                   MICHAEL A. RUSSELL CHIEF FINANCIAL OFFICER

                 BRINGS 20+ YEARS OF EXPERIENCE TO CFO POSITION

SAN DIEGO, CA., JUNE 22, 2004 - AMERICAN TECHNOLOGY CORPORATION (ATC) (NASDAQ:
ATCO) an innovator, marketer and global distributor of proprietary focused and
controlled sound reproduction technologies and products, today announced Michael
A. Russell as the company's new chief financial officer. Carl Gruenler, who was
serving as interim chief financial officer, returns to full time service as vice
president of ATC's Government and Force Protection Group.

Russell has over 20 years experience as a senior financial executive. He has
held senior financial management positions in both private and public technology
companies including Metallic Power, HNC Software (now a part of Fair Isaac,
Inc.), Onebox Networks, Cerwin-Vega and Vitesse Semiconductor. Russell holds an
MBA and also a bachelor's degree in engineering from UCLA.

"Mike has successfully built financial organizations with his `hands-on' style,
establishing and maintaining his role as a financial leader and communicator
both inside and outside the companies for which he has worked," remarked Kalani
Jones, ATC's president and chief operation officer. "His education and
background are ideal for understanding both our financial and technical
operations. We welcome Mike as a key member of our senior management team and
thank Carl for his exemplary service as interim CFO. Carl is again giving full
time attention to leading ATC's rapidly growing Government and Force Protection
Group."

"I am excited to be joining ATC at a time when it appears poised for sustained
growth through increasing military and commercial acceptance of its
revolutionary sound technologies," said Russell. "I look forward to working with
ATC's talented management team, combining my experience with theirs in SHAPING
THE FUTURE OF SOUND(R)."

Separately, the Company announced Joseph A. Zerucha has resigned as vice
president of sales and marketing of the Business Group. Kalani Jones will lead
the Business Group until the Company appoints a vice president to head the
division.

"We are making good progress in marketing, test installations and sales of our
HSS(R) products, especially to the burgeoning digital signage market," said
Jones. "With the July rollout of HSS Generation III, featuring higher SPL, lower
distortion and a slimmer profile, we anticipate accelerating growth of our HSS
business."

ABOUT AMERICAN TECHNOLOGY CORPORATION
American Technology Corporation is shaping the future of Sound(R) by developing,
manufacturing and globally distributing its proprietary sound technologies and
products which include: the award-winning HSS(R) (HyperSonic(R) Sound
Technology); LRAD(TM) (Long Range Acoustic Device); NeoPlanar(R) Technology;
PureBass(R) Sub-Woofer Technology; and Stratified Field(R) Technology (SFT(R)).
The company is establishing a strong portfolio of patents, trademarks, and
intellectual property including over 140 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 MR. RUSSELL'S COMPENSATION
In accordance with NASDAQ Marketplace Rule 4350, as amended, the Company will
grant inducement stock options to Mr. Russell. The grant will occur no later
than 30 days following Mr. Russell's commencement of employment. These options
are being granted without stockholder approval pursuant to NASDAQ marketplace
Rule 4350(i)(1)(A)(iv) under the following terms: the options will have an
exercise price equal to the fair market value of the Company's common stock on
the grant date, five-year duration (subject to earlier termination upon
termination of his continuous service), and vesting 25% on the first anniversary
of grant, and then in equal quarterly installments over the following three
years of continuous service with the Company.


<PAGE>

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 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 future developments and other factors 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,
changes in the sound reproduction industry, our ability to develop future
products, technology shifts, potential technical or manufacturing difficulties
that could delay products, competition, pricing pressures, the uncertainty of
market acceptance of new products and services by customers, warranty or other
claims, the outcome of pending or future litigation, general economic factors
and other risks identified and discussed in the Company's 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. 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:                            Media inquiries:
Robert Putnam                                  Don Mathias
(858) 679-3168                                 (949) 855-4520
robert@atcsd.com                               dwmath@aol.com



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</DOCUMENT>
</SEC-DOCUMENT>
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