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<SEC-DOCUMENT>0001019687-05-000932.txt : 20050401
<SEC-HEADER>0001019687-05-000932.hdr.sgml : 20050401
<ACCEPTANCE-DATETIME>20050401164950
ACCESSION NUMBER:		0001019687-05-000932
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050329
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20050401
DATE AS OF CHANGE:		20050401

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:		05726172

	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>atc_8k-032905.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): APRIL 1, 2005
                                                          (MARCH 29, 2005)

                              _____________________

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

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


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 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On March 29, 2005, our Compensation Committee approved an increase in the annual
salary of Mr. Carl Gruenler, our Vice President of Government and Force
Protection Systems Group, from $185,000 to $250,000, effective April 1, 2005.
This increase reflects an amendment to the letter agreement dated July 30, 2003
under which Mr. Gruenler is employed. The letter agreement also provides for an
annual performance bonus of up to 10% of base salary to be determined by the
Compensation Committee and the Board of Directors. Mr. Gruenler is now
compensated through a broad-based commission arrangement in lieu of an annual
performance bonus. Under this arrangement, commissions are awarded for each of
our business segments based on achievement of operating plan revenue within the
segment, with commissions increasing in percentage if operating plan is
exceeded. Executive officers in charge of each business unit recommend an
allocation of such commissions amongst sales personnel and themselves, which
recommendation is reviewed and approved by the Chairman and the President. All
commissions payable to executive officers are then reviewed and approved by the
Compensation Committee.

Mr. Gruenler's employment is terminable at-will by us or by Mr. Gruenler for any
reason, with or without notice.

<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:  April 1, 2005                        By:      /s/ MICHAEL A. RUSSELL
                                                -------------------------------
                                                        Michael A. Russell
                                                     Chief Financial Officer

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