Filed pursuant to Rule No. 424(b)(3)
File Number 333-105740
PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated June 10, 2003, Prospectus Supplement No. 1 dated
June 24, 2003, and Prospectus Supplement No. 2 dated June 27, 2003)
2,887,425 SHARES
AMERICAN TECHNOLOGY CORPORATION
COMMON STOCK
This Prospectus Supplement No. 3 supplements our prospectus dated June 10, 2003,
Prospectus Supplement No. 1 dated June 24, 2003, and Prospectus Supplement No. 2
dated June 27, 2003. The prospectus relates to the resale of shares of our
common stock by the selling stockholders identified in the prospectus (including
their transferees, pledgees, donees or other successors). You should read this
Prospectus Supplement No. 3 in conjunction with the prospectus and the prior
prospectus supplements listed above.
AMENDMENTS TO SELLING STOCKHOLDER TABLE
The information relating to NGHK Holdings, LLC and certain footnotes
contained in the first table of selling stockholders listed in the prospectus is
hereby amended as follows:
COMMON COMMON
STOCK STOCK TOTAL COMMON MAXIMUM
UNDERLYING UNDERLYING STOCK NUMBER OF
SERIES E COMMON BENEFICIALLY SHARES SHARES OF COMMON STOCK
PREFERRED STOCK OUTSTANDING OWNED BEFORE OFFERED BENEFICIALLY OWNED
SELLING STOCKHOLDER STOCK WARRANT COMMON STOCK OFFERING HEREBY AFTER OFFERING
------------------- ----- ------- ------------ -------- ------ --------------
(1) (2) (27) (3) (4)
NAME NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER %
---- ------ ------ ------ ------ ------ ------- ---
NGHK Holdings, LLC -- -- 350,115 423,685 350,115 (18) 299,041 1.9%
(1) Represents shares of common stock issuable upon conversion of an
aggregate of 263,250 shares of Series E Preferred Stock assuming a
conversion price of $2.00 per share and assuming the shares are held to
the December 31, 2006 end of their term. The holders of our outstanding
shares of Series E Preferred Stock may convert these shares into shares
of our common stock at a conversion price equal to the lower of $3.25
or 90% of volume-weighted average price of our common stock for the
five trading days prior to conversion. The conversion rate cannot
however be lower than $3.25 before September 30, 2003, or lower than
$2.00 after such date. The conversion value of the Series E Preferred
Stock is the original purchase price, increased by $.60 per year from
February 28, 2003. The actual number of shares of common stock issuable
upon conversion of the Series E Preferred Stock may be less than set
forth in the chart depending on when conversion occurs.
(18) Kwok Hung Ng is believed by us to have sole voting and investment power
with respect to the securities held. Includes 125,000 common shares
issued to selling stockholder upon the exercise of a common stock
warrant described in footnote (2) and 22,000
common shares issued to the selling stockholder upon exercise of a
common stock warrant described in footnote (5). Also includes 150,602
common shares issued upon conversion of a convertible subordinated note
with a principal balance of $250,000. The selling stockholder
voluntarily converted 75,000 shares of Series E Preferred Stock into
237,615 common shares on August 26, 2003, and exercised common stock
warrants to purchase 112,500 common shares at $3.25 per share on June
27, 2003.
(27) Represents shares of common stock issued upon the exercise of warrants
to purchase common shares and the conversion of Series E Preferred
Stock into common shares (See Notes 1 and 2).
The date of this prospectus supplement is September 4, 2003.