SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CROFT JAMES III

(Last)

(First)

(Middle)

13114 EVENING CREEK DRIVE SOUTH

(Street)

SAN DIEGO

92128

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2005

3. Issuer Name and Ticker or Trading Symbol
AMERICAN TECHNOLOGY CORP /DE/ [ ATCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Tech Officer & VP Dev

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	02/20/2006	Common Stock	17,000	$3	D⁽²⁾
Employee Stock Option (right to buy)	⁽³⁾	04/16/2007	Common Stock	20,000	$4.5	D⁽²⁾
Employee Stock Option (right to buy)	⁽⁴⁾	01/27/2008	Common Stock	51,000	$3.18	D⁽²⁾
Employee Stock Option (right to buy)	⁽⁵⁾	05/09/2008	Common Stock	40,000	$3.3	D⁽²⁾
Employee Stock Option (right to buy)	⁽⁶⁾	11/16/2009	Common Stock	10,000	$6.7	D

Explanation of Responses:

1. Grant to the reporting person on February 20, 2001 of an option to purchase 30,000 shares. The option vested as to 1/8 of the shares in equal quarterly installments over two years beginning on April 1, 2001. The option remains exercisable as to 17,000 shares, all of which are fully vested.

2. Options are subject to a domestic relations order. The reporting person disclaims beneficial ownership of the shares subject to option except to the extent of his pecuniary interest therein.

3. Grant to the reporting person on August 2, 2002 of an option to purchase 20,000 shares. The option vested as to 2,500 shares on August 2, 2002 and as to 17,500 shares on March 1, 2004.

4. Grant to the reporting person on January 27, 2003 of an option to purchase 51,000 shares. The option was fully vested on the date of grant.

5. Grant to the reporting person on May 9, 2003 of an option to purchase 40,000 shares. The option vested as to 1/8 of the shares on May 9, 2003 and thereafter in equal quarterly installments at each calendar quarter end from June 30, 2003 through December 31, 2004.

6. Grant to the reporting person on November 16, 2004 of an option to purchase 10,000 shares. The option vests as to 1/4 of the shares on the first anniversary of the date of grant and as to 1/12th of the remaining shares quarterly thereafter until fully vested.

	/s/ James J. Croft, III	08/29/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.