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Attachment 1

Prepared By R.R. Donnelley Financial -- Form 8-K
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  01/06/2010
American Technology Corporation
(Exact name of registrant as specified in its charter)
Commission File Number:  000-24248
(State or other jurisdiction of
(IRS Employer
Identification No.)
15378 Avenue of Science, Ste 100,
San Diego, California 92128
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:

[  ]   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))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 6, 2010, Daniel Hunter notified the board of directors (the "Board") of American Technology Corporation (the "Company") of his decision not to stand for re-election to the Board at the Company's next annual meeting. Mr. Hunter will remain on the board until the next annual meeting, which the Company expects will be held in March 2010. Mr. Hunter's decision not to run for re-election was not the result of any disagreement with the Company or its management.


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 12, 2010
/s/    Thomas R. Brown

Thomas R. Brown
Chief Executive Officer