-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UeEO/f5bsxFEOki2ShdtfWQ0Z2Dx/SLIE7jwoJsUhMvkaBou5stABkI/O48uiCeT xgFrip5YmHO/JJ3s81K2DA== 0001047469-98-014053.txt : 19980408 0001047469-98-014053.hdr.sgml : 19980408 ACCESSION NUMBER: 0001047469-98-014053 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980407 EFFECTIVENESS DATE: 19980407 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000878547 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 954307525 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49605 FILM NUMBER: 98589204 BUSINESS ADDRESS: STREET 1: 1017 S MOUNTAIN AVE CITY: MONROVIA STATE: CA ZIP: 91016 BUSINESS PHONE: 8183575000 MAIL ADDRESS: STREET 1: 425 EAST HUNTINGTON DR CITY: MONROVIA STATE: CA ZIP: 91016 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 7, 1998 Registration No. 33- _________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20559 ________________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ AMERICAN TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 95-4307525 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1017 South Mountain Avenue Monrovia, California 91016 (Address of Principal Executive Offices) CONSULTANT AGREEMENTS (Full Title of the Plan) Lawrence J. Brady Chief Executive Officer American Technologies Group, Inc. 1017 South Mountain Avenue Monrovia, California 91016 (626) 357-5000 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) Copies to: JOHN M. DAB, ESQ. General Counsel American Technologies Group, Inc. 1017 South Mountain Avenue Monrovia, California 91016 (626) 357-5000 Telecopy: (626) 357-4464 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities to be Registered Amount to be Price per Offering Registration Registered Share(1) Price(1) Fee - ---------------------------------------------------------------------------------------------- Common Stock, $.001 par value 104,000 shares $1.56 $162,240 $48 - ---------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing information specified in this Part I are being separately provided to the Registrant's consultants as specified by Rule 428(b)(1). I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The documents listed in paragraphs (a) through (c) below are hereby incorporated by reference in this Registration Statement. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereto from the date of filing of such documents. (a) The Registrant's Annual Report on Form 10-KSB for the year ended July 31, 1997 filed with the Securities and Exchange Commission (the "Commission") on November 13, 1997 (the "ATG 10-K"). (b) Amendment Number 1 to the ATG 10-K on Form 10-KSB/A filed with the Commission on November 28, 1997. (c) Amendment Number 2 to the ATG 10-K on Form 10-KSB/A filed with the Commission on December 30, 1997. (d) The Registrant's Current Report on Form 8-K filed with the Commission on October 31, 1997. (e) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended January 31, 1998 filed with the Commission on March 17, 1998. (f) The section of the Registrant's Registration Statement on Form 10, filed with the Commission on January 24, 1994, entitled "Description of Securities", as amended by Amendment Nos. 1, 2, 3 and 4 filed with the Commission on February 22, 1994, June 17, 1994, July 5, 1994 and July 15, 1994, respectively. (f) All other reports subsequently filed by Registrant after the date of this Registration Statement pursuant to Sections 13(a) or 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. Not applicable. II-1 Item 5. Interests of Named Experts and Counsel. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by John M. Dab, General Counsel of the Company. As of March 31, 1998, Mr. Dab beneficially owned 14,500 shares of Common Stock and had outstanding options to purchase 185,000 shares of Common Stock at exercise prices ranging from $1.50 to $3.00 per share. Item 6. Indemnification of Directors and Officers. 1. Section 78.751 of the Nevada Revised Statutes permits the indemnification of officers, directors, employees and agents of the Registrant and requires indemnification in certain instances. Such provision reads as follows: 78.751. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; ADVANCEMENT OF EXPENSES. 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in II-2 its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. II-3 5. The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (c) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. 2. Article VI INDEMNIFICATION of the Registrant's Amended and Restated Bylaws provides in material part as follows: "Section 1. DEFINITIONS. For the purposes of this Article, "agent" means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation or other enterprise which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. II-4 "Section 2. INDEMNIFICATION OF CORPORATE AGENTS. The corporation shall indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by Nevada law and permitted by, or not inconsistent with, the Articles of Incorporation. The rights conferred on any person above shall be not be exclusive of any other right such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaw, agreement, vote of shareholders or disinterested directors or otherwise.. "Section 3 ADVANCEMENT OF EXPENSES. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. "Section 4. INDEMNIFICATION CONTRACTS. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to, or if the Board of Directors so determines, greater than, those provided in Section 2 of this Article VI. "Section 5. INSURANCE. The corporation shall have [the] power to purchase and maintain insurance or make other financial arrangements on behalf of any agent of the corporation for any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article. The other financial arrangements made by the corporation may include, but shall not be limited to, any of the arrangements set forth in the Nevada General Corporation Law, as the same may be amended from time to time." Item 7. Exemption From Registration Claimed. Not applicable. II-5 Item 8. Exhibits. Exhibit Numbers ------- 5.1 Opinion of John M. Dab. 10.1 Consulting Agreement by and between Registrant and M & M Group, Inc. dated September 9, 1997. 10.2 Consulting Agreement by and between Registrant and Francis T. Phalen dated August 29, 1997. 10.3 Consulting Agreement between Registrant and C.C.R.I. Corporation, dated December 2, 1996.* 10.4 Consultant Warrant Agreement between the Registrant and C.C.R.I. Corporation, dated December 2, 1996.* 24.1 Consent of John M. Dab (included in Exhibit 5.1) 24.2 Consent of Arthur Andersen LLP. _______________ * Previously filed as an exhibit to the Registration Statement on Form S-8 filed with the Commission on July 11, 1997. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-6 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monrovia, State of California, on this 6th day of April, 1998. AMERICAN TECHNOLOGIES GROUP, INC. By:/s/ Lawrence J. Brady --------------------- Lawrence J. Brady Chairman of the Board and Chief Executive Officer II-7 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ LAWRENCE J. BRADY Chairman of the Board, April 6, 1998 - ----------------------- Chief Executive Officer LAWRENCE J. BRADY /s/ HAROLD RAPP Chief Operating Officer April 6, 1998 - ----------------------- Treasurer (Principal) Financial HAROLD RAPP and Accounting Officer) /s/ SHUI YIN LO Director of Research and April 6, 1998 - ----------------------- Development and a Director SHUI YIN LO /s/ ALFRED H. KINGON Director April 6, 1998 - ----------------------- ALFRED H. KINGON /s/ WILLIAM ODOM Director April 6, 1998 - ----------------------- WILLIAM ODOM /s/ TERRY WACHSNER Director April 6, 1998 - ----------------------- TERRY WACHSNER II-8 EXHIBIT INDEX Page Exhibit ---- Number ------ 5.1 Opinion of John M. Dab. 10.1 Consulting Agreement by and between Registrant and M & M Group, Inc. dated September 9, 1997. 10.2 Consulting Agreement by and between Registrant and Francis T. Phalen dated August 29, 1997. 10.3 Consulting Agreement between Registrant and C.C.R.I. Corporation, dated December 2, 1996.* 10.4 Consultant Warrant Agreement between the Registrant and C.C.R.I. Corporation, dated December 2, 1996.* 24.1 Consent of John M. Dab (included in Exhibit 5.1) 24.2 Consent of Arthur Andersen LLP. _______________ * Previously filed as an exhibit to the Registration Statement on Form S-8 filed with the Commission on July 11, 1997. II-9 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 April 6, 1998 Board of Directors American Technologies Group, Inc. 1017 S. Mountain Ave. Monrovia, California 91016 Gentlemen: As General Counsel for American Technologies Group, Inc. (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about April 7, 1998 relating to the issuance and sale of up to 104,000 shares of the Company's Common Stock (the "Shares"), as more fully described in the Registration Statement, I have examined such corporate records and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion and, on the basis of such examination, advise you that in my opinion the Shares will be, when issued and sold as specified in the Registration Statement, and the exercise price for the portion of the Shares which are issuable upon exercise of an option and warrant to purchase an aggregate of 69,000 shares of Common Stock has been paid, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. This consent is not to be construed as an admission that I am a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended. Very truly yours, /s/ John M. Dab John M. Dab General Counsel EX-10.1 3 EXHIBIT 10.1 EXHIBIT 10.1 M & M Group 824 Moraga Drive Los Angeles, CA 90049 Phone 476-0773 Fax 476-3822 September 9, 1997 Consulting Agreement This agreement ("Agreement") is entered into this 9th day of September, by and between American Technologies Group, Inc. (the "Company") and M & M Group, Inc. ("Consultant"). WHEREAS, Consultant has experience and expertise in corporate finance, financial public relations, and knowledge in the development of secondary trading markets and WHEREAS, the Company desired to engage Consultant to assist in development of secondary trading markets and for advise on financial public relations and investment banking matters. NOW THEREFORE, the Company and Consultant agree as follows: 1. Consultant's Services Consultant will provide the Company consulting services in connection with the following matters: a. Develop additional Broker relations program. b. Consult with the Company about its present and future securities structure. c. Provide guidance for full registrations on N.A.S.D. or any other Exchange the Company approves. d. Participate and coordinate road trips for Company executives to provide introductions and information to brokers, investment bankers, financial analysts, and money managers about the Company. 2. Compensation In consideration of the Consultant's services, the Company shall compensate the Consultant as follows: a. Term of Agreement shall be for 6 (Six) months. $15,000.00 per month for the first two months. $12,500.00 per month for the second two months. $10,000.00 per month for the third two months. The above can be paid with S-8 stock at an average price of the last 10 (Ten) days of trading per month. An option to purchase 100,000 options at $3.00 vested at 25% every 6 (Six) weeks, until 100% has been achieved. b. Reimbursement of reasonable out of pocket expenses inquired by Consultant in performance of the services contemplated by this Agreement, to be preapproved by the Company's CEO. 3. Indemnification The Company agrees to indemnify and hold harmless Consultant and their agents and employees against any loses, claims, damages or liabilities, joint or several, to which Consultant or any such other person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse Consultant or any other such person for any legal or other expenses reasonably incurred by Consultant or any such other person in connection with investigation or defending any such loss, claim, damage, liability, or action, suite or proceeding provided, however that the Company will not be liable in any such case tot the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omissions reliance upon and in conformity with written information furnished to the Company by Consultant specifically for use in preparations thereof. This indemnity agreement will be in addition to any liability which the company may otherwise have. Consultant will indemnify and held harmless the Company, each of its directors, each of its officers, or persons, if any who control the Company within the meaning of the Act against any losses claims, damages, or liabilities to which the Company or any such other person may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions, suits, or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact that may arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading in each case to the extent, but only to the extent, that such untrue statement or a alleged untrue statement or omission or in reliance upon and in conformity with written information furnished to the Company by the Consultant specifically for use in the preparation thereof and will reimburse any legal or other expense reasonably incurred by the Company or any such other person in connection with investigating or defending any such loss, claim, damage, liability, or action, suit or proceeding. This indemnity agreement will be in addition to any liability which Consultant may have. Promptly after receipt by a indemnified party under this Section of notice of the commencement of any action, suit or proceeding, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemnifying party of the commencement thereof but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section.. In case any such action, suit or proceeding is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and to the extent may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and after notice from the indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 4. Termination This Agreement may be terminated by mutual agreement of the parties by written notice to the other party. The provisions on Indemnification shall survive any termination of the Agreement by either party. 5. Complete Agreement: Modification This Agreement constitutes the entire understanding of the parties with respect to the matters it purports to cover and no promise, representation, or warranty other than those set out herein, shall be of any force or effect. No modification or amendment of this Agreement shall be of any force of effect unless reduced to writing, signed by all the record shareholders and deposited with the Corporation. 6. Descriptive Headings The Descriptive headings of the Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 7. Counterparts This Agreement may be executed in any number of counterparts and each such counterpart hereof shall be deemed to be an original instrument, but all such counterpart together shall constitute but one Agreement. 8. Governing Law and Venue The interpretation and construction of this Agreement shall be governed by the laws of the State of California for contracts made and to be performed in California. All obligations will be in Los Angeles, California. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above herein. By:/s/ William H. Marches By:/s/ John R. Collins ---------------------- --------------------------------- M & M Group American Technologies Group, Inc. EX-10.2 4 EXHIBIT 10.2 EXHIBIT 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is dated as of August 29, 1997 and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a Nevada corporation ("ATG"), and FRANCIS T. PHALEN ("Phalen"), and is made with respect to the following: A. WHEREAS, ATG desires to obtain the services of Phalen to provide certain financial and other general services; B. WHEREAS, Phalen is willing to provide such services to ATG; NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: 1. CONSULTING SERVICES. Phalen shall provide consulting services to ATG as described above. 2. TERM. This Agreement shall commence on the date hereof and shall expire on November 30, 1997 unless terminated prior thereto upon fifteen (15) days advance written notice by either party for any reason or no reason. 3. COMPENSATION. As full compensation for all services to be performed by Phalen ATG hereby grants to Phalen the right and option (the "Option") to purchase, on the terms and conditions hereinafter set forth, an aggregate of twenty-five thousand (25,000) shares of the common stock of ATG (the "Option Shares"). The exercise price (the "Exercise Price") of the Option Shares is $2.63 per share, payable in cash or by the cancellation of a number of the Options equal in value to the Exercise Price of the shares to be acquired. 4. TIME AND MANNER OF OPTION EXERCISE: The right to exercise the Option as to (i) eight thousand (8,000) shares of Common Stock shall vest on September 30, 1997, (ii) eight thousand (8,000) shares of Common Stock shall vest on October 31, 1997 and (iii) nine thousand (9,000) shares of Common Stock shall vest on November 30, 1997 and Phalen shall have the right to purchase from ATG the vested Option Shares at any time and from time to time until August 31, 2002. The purchase shall be made by delivery to ATG of a notice of exercise accompanied by a check in the amount of the aggregate Exercise Price or by cashless exercise through the cancellation of Options equal in value to the exercise price of the shares to be acquired. Promptly upon receipt of such material, ATG shall cause the delivery to Phalen of an ATG stock certificate representing the Option Shares. 5. OPTIONEE'S REPRESENTATIONS: Phalen hereby warrants and represents to ATG as follows, each of which representation and warranty is material and is being relied upon by ATG and each of which is true at and as of the date hereof and upon exercise of the Option: 5.1 INVESTMENT INTENT. that Phalen is acquiring the Option, and if Phalen exercises the Option will acquire the Option Shares, for Phalen's own account and not with a view to their resale or distribution and that Phalen is prepared to hold the Option and the Option Shares, if acquired, for an indefinite period and has no present intention to sell, distribute or grant any participating interests in the Option or the Option Shares, if acquired. Phalen hereby acknowledges the fact that the Option Shares will not be registered under the Securities Act of 1933, as amended (the "1933 Act") or the California Corporations Code. 5.2 RESTRICTED SECURITIES. that Phalen has been informed that the Option and the Option Shares may not be resold or transferred unless first registered under the Federal and California securities laws or unless an exemption from such registration is available. Accordingly, Phalen hereby acknowledges that Phalen is prepared to hold the Option and the Option Shares for an indefinite period of time. 5.3 PHALEN KNOWLEDGE. that Phalen has a preexisting business or personal relationship with ATG, that he is aware of the business affairs and financial condition of ATG and that Phalen has such knowledge and experience in business and financial matters with respect to companies in businesses similar to ATG to enable Phalen to evaluate the risks of the prospective investment and to make an informed investment decision with respect thereto. Phalen further acknowledges that ATG has made available to Phalen the opportunity to ask questions and receive answers from ATG concerning the terms and conditions of the issuance of the Option and the Option Shares and that Phalen could be reasonably assumed to have the capacity to protect his own interests in connection with such investment. 5.4 SPECULATIVE INVESTMENT. that Phalen realizes that his purchase of the Option and the Option Shares will be a speculative investment and that Phalen is able, without impairing his financial condition, to hold the Option and the Option Shares for an indefinite period of time and to suffer a complete loss of his investment. 2 6. NO TRANSFER: Phalen shall not transfer, encumber, alienate or dispose, by gift or otherwise, all or any part of the Option or Option Shares, except as may be permitted by law. 7. RESTRICTIVE LEGEND: In order to reflect the restrictions on disposition of the Option Shares, the stock certificates for such shares will be endorsed with the a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR APPLICABLE STATE LAW, AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREUNDER OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. 8. ADJUSTMENT IN OPTION SHARES. 8.1 STOCK SPLIT. In the event any change is made to the Common Stock issuable hereunder by reason of any stock split, stock dividend, combination of shares, or other change affecting the outstanding Common Stock as a class without receipt of consideration, then appropriate adjustments will be made to (i) the total number of Optioned Shares subject to the Option and (ii) the then existing Exercise Price payable per Option Share in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 8.2 MERGER. If the Company is the surviving entity in any merger or other business combination, then the Option, if outstanding immediately after such merger or other business combination shall be appropriately adjusted to apply and pertain to the number and class of securities to which Phalen immediately prior to such merger or other business combination would have been entitled to receive in the consummation of such merger or other business combination. 9. PRIVILEGE OF STOCK OWNERSHIP. The holder of this Option shall not have any of the rights of a shareholder with respect to the Optioned Shares until such individual shall have exercised the Option and paid the Exercise Price in accordance with this Agreement. 10. REGISTRATION RIGHTS. If at any time Phalen desires to exercise the Option between December 1, 1997 and June 1, 1998, Phalen shall so notify ATG in writing and as soon as practicable thereafter ATG shall file a registration statement on Form S-8 or other applicable form with the Securities and Exchange Commission 3 covering the Shares, at Phalen's expense which shall not exceed five Thousand Dollars ($5,000). 11. INDEPENDENT CONTRACTOR. The parties acknowledge that this Agreement does not create an employee/employer relationship and Phalen shall be acting as an independent contractor of ATG. 12 NOTICES. Any and all notices or other communications required or permitted by this Agreement or by law shall be deemed duly served and given when actually received by personal delivery or by certified mail, return receipt requested, with first class postage prepaid thereon, to the party to whom such notice or communication is directed, addressed as follows: ATG: AMERICAN TECHNOLOGIES GROUP, INC. 1017 south Mountain Avenue Monrovia, CA 91016 Attention: Chief Executive Officer Phalen: FRANCIS T. PHALEN 19620 Superior St. Northridge, CA 91324 Each of the parties hereto may change its address for purposes of this Section 12 by giving written notice of such change in the manner provided for in this Section 12. 13. ATTORNEY'S FEES AND EXPENSES. In the event that it should become necessary for any party to this Agreement to bring an action, including arbitration, either at law or in equity, to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees and expenses as a part of any judgment therein, in addition to any other award which may be granted. 14. APPLICABLE LAW/VENUE. This Agreement is executed and intended to be performed in the State of California and the laws of such state shall govern its interpretation and effect. If suit is instituted by any party hereto by any other party hereto for any cause or matter arising from or in connection with the respective rights or obligations of the parties hereunder, the sole jurisdiction and venue for such action shall be the Superior Court of the State of California in and for the County of Los Angeles. 15. INTEGRATED AGREEMENT. As to the subject matter of this Agreement, this Agreement constitutes the entire agreement of the parties and supersedes all prior agreements between the parties and all such prior agreements shall be deemed voluntarily 4 terminated by the mutual consent of the parties hereto and shall be of no further force or effect. 16. ASSIGNMENT. This Agreement is not assignable but shall be binding upon and shall inure to the benefit of the successors of each party hereto. 17. SEVERABILITY. Any provision in this Agreement which is, by competent judicial authority, declared illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provision in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or otherwise to amend this Agreement, including the provision relating to choice of law, to achieve such result. 18. NON-COMPETITION. During the term hereof, Phalen shall not, directly or indirectly, whether as an employee, employer, consultant, agent, officer, principal, partner, stockholder, director or any other individual or representative capacity, engage or participate in any business that is in competition in any manner with the business of ATG. 19. WAIVER. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. /s/ Francis T. Phalen - --------------------- Francis T. Phalen American Technologies Group, Inc., a Nevada corporation By: /s/ John Collins ----------------- John Collins Chief Executive Officer 5 EX-24.2 5 EXHIBIT 24.2 EXHIBIT 24.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To American Technologies Group, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated November 10, 1997 included in the Company's Form 10-K for the year ended July 31, 1997 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ----------------------- ARTHUR ANDERSEN LLP Los Angeles, California April 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----