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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-05-000114.txt : 20050118
<SEC-HEADER>0001019687-05-000114.hdr.sgml : 20050117
<ACCEPTANCE-DATETIME>20050118170011
ACCESSION NUMBER:		0001019687-05-000114
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050118
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Material Modifications to Rights of Security Holders
FILED AS OF DATE:		20050118
DATE AS OF CHANGE:		20050118

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:		05534282

	BUSINESS ADDRESS:	
		STREET 1:		13114 EVENING CREEK DRIVE SOUTH
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92128
		BUSINESS PHONE:		6196792114

	MAIL ADDRESS:	
		STREET 1:		13114 EVENING CREEK DRIVE SOUTH
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92128
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>atco_8k-011805.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):
                      JANUARY 18, 2005 (JANUARY 18, 2005)

                              -------------------

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

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

                                    000-24248
                            (Commission File Number)


13114 EVENING CREEK DRIVE SOUTH, SAN DIEGO, CALIFORNIA             92128
     (Address of Principal Executive Offices)                    (Zip Code)


       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):

|_| 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))



<PAGE>



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

         On January 18, 2005, we gave notice to all holders of Series D and
Series E Preferred Stock that we had elected to convert the shares of Series D
and Series E Preferred Stock to common stock. The designations, rights and
preferences of the Series D and Series E Preferred Stock permitted us to
exercise this conversion option if the market price of our common stock exceeded
$9.50 for ten consecutive trading days and certain other conditions were
satisfied. The price condition was satisfied on January 6, 2005. The notice of
conversion was effective immediately for the Series D Preferred Stock, and
resulted in all 50,000 issued and outstanding shares of Series D Preferred Stock
converting into an aggregate of 129,259 shares of common stock. The notice of
conversion for the Series E Preferred Stock will be effective on February 1,
2005, and it is anticipated that on that date, all 233,250 issued and
outstanding shares of Series E Preferred Stock will convert into an aggregate of
801,306 shares of common stock.

         The shares of common stock that will be issued upon conversion of the
Series D and Series E Preferred Stock will be issued in reliance upon the
exemption from registration under the Securities Act of 1933 provided by Section
3(a)(9) of such act. These shares of common stock are registered for resale
under the Securities Act pursuant to currently-effective registrations
statements.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

         As described in Item 3.02 above, we have elected to convert all of our
issued and outstanding shares of Series D and Series E Preferred Stock to common
stock. Upon the effective dates of such conversions, holders of our common stock
will no longer be subject to the rights, preferences and privileges of the
Series D and Series E Preferred Stock. Upon completion of the conversions the
Company will have no shares of preferred stock outstanding.





<PAGE>


                                   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:  January 18, 2005                 By: /s/ MICHAEL A. RUSSELL
                                            ------------------------------------
                                            Michael A. Russell
                                            Chief Financial Officer




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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