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                                  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):
                     September 24, 2003 (September 24, 2003)

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

           Delaware                       0-24248                87-0361799
           --------                       -------                ----------
(State or Other Jurisdiction of  (Commission File Number)       (IRS Employer
        Incorporation)                                       Identification No.)


  13114 Evening Creek Drive South, San Diego, California             92128
  ------------------------------------------------------             -----
         (Address of Principal Executive Offices)                  (Zip Code)

                                 (858) 679-2114
                                 --------------
              (Registrant's telephone number, including area code)


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Item 5.  Other Events and Regulation FD Disclosure

         1.  On  September  24,  2003,  American  Technology   Corporation  (the
"Company")  issued a press  release  announcing  the  settlement  of  litigation
brought  against  the  Company  by HST,  Inc.,  the  Company's  former  contract
manufacturer.  A copy of the press release is attached to this report as Exhibit
99.1 and is incorporated herein by reference.

         2. On September 24, 2003, the Company issued a letter from its Chairman
to the  shareholders  updating  them on recent  events.  A copy of the letter is
attached to this report as Exhibit 99.2 and is incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Business Acquired. None

(b)      Pro Forma Financial Information. None

(c)      Exhibits.

         99.1     Press Release dated September 24, 2003  concerning  settlement
                  of litigation  brought be HST, Inc.

         99.2     Shareholder  letter dated September 24, 2003 concerning recent
                  events.


Item 12. Results of Operation and Financial Condition.

         On September 24, 2003, the Company issued a press release  announcing a
restatement of financial  results for the quarter ended June 30, 2003. A copy of
the press release is attached as Exhibit 99.1.



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                                   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: September 24, 2003                By: /s/ ELWOOD G. NORRIS
                                            -----------------------------------
                                            Elwood G. Norris
                                            Chairman of the Board



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