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):  03/24/2010
 
LRAD Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-24248
 
Delaware
  
87-0361799
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
15378 Avenue of Science, Ste 100,
San Diego, California 92128
(Address of principal executive offices, including zip code)
 
858-676-1112
(Registrant’s telephone number, including area code)
 
American Technology Corporation
(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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
The information contained in Item 5.07 of this Report regarding amendment to the Certificate of Incorporation of LRAD Corporation (the "Company") to effectuate a name change from American Technology Corporation to LRAD Corporation is incorporated herein by reference. The amendment became effective on March 24, 2010. A copy of the amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Concurrent with the Company's name change, effective March 25, 2010, the Company's shares began trading under the new NASDAQ ticker symbol: LRAD. The Company previously traded under the symbol: ATCO.

 
 
Item 8.01.    Other Events
 
Item 5.07.   Submission of Matters to a Vote of Security Holders

(a)        On March 24, 2010, the Company held its annual meeting of stockholders.

(b)        The following items of business were voted upon by stockholders at the annual meeting:
1.        Directors were elected to serve for the ensuing year and until their successors are elected. The voting results were as follows:
            Name                                   For               Withheld        Broker Non-Votes
          Thomas R. Brown               4,336,806        2,094,233              11,128,257
          Helen C. Adams                  6,046,076         384,963               11,128,257
          Laura M. Clague                  6,038,176         392,863              11,128,257
          Elwood G. Norris                 4,693,819        1,737,220            11,128,257
          Raymond C. Smith              4,731,928        1,699,111            11,128,257

2.        The Company's Certificate of Incorporation was amended to effectuate a name change from American Technology Corporation to LRAD Corporation.

                  For                 Against            Abstain
             15,808,524        1,603,214            147,557

3.        Ratification of the selection of Squar, Milner, Peterson, Miranda and Williamson, LLP, as the independent registered public accounting firm of the Company for its fiscal year ending September 30, 2010.

                  For                 Against            Abstain
             16,913,126           492,495            153,675

On March 25, 2010, the Company issued a press release disclosing the results of matters voted upon at the annual meeting. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 
 
Item 9.01.    Financial Statements and Exhibits
 
3.1        Certificate of Amendment to the Certificate of Incorporation of American Technology Corporation, dated March 24, 2010.

99.1        Press Release, dated March 25, 2010, issued by the Company.

 

 

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.
 
           
LRAD Corporation
 
 
Date: March 30, 2010
     
By:
 
/s/    Katherine H. McDermott
               
Katherine H. McDermott
               
Chief Financial Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-3.1
  
Certificate of Amendment to the Certificate of Incorporation
EX-99.1
  
Press Release dated March 25, 2010

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

AMERICAN TECHNOLOGY CORPORATION

(HEREAFTER TO BE KNOWN AS "LRAD CORPORATION")

Pursuant to and in accordance with the provisions of the General Corporation Law of the State of Delaware, as amended, (the "Law"), the undersigned, American Technology Corporation (the "Corporation") hereby declares and certifies as follows:

    1. The name of the Corporation is American Technology Corporation.
    1. The Certificate of Incorporation of said corporation was filed by the State of Delaware Secretary of State on March 5, 1992, under the name American Technology Corporation.

    2. The Certificate of Incorporation is amended to change the name of the Corporation.

4. To effect the foregoing, Paragraph FIRST of the Certificate of Incorporation is hereby amended in its entirety as follows:

" FIRST. The name of the corporation is LRAD Corporation."

    1. The amendment specified above does not provide for an exchange, reclassification, or cancellation of issued shares of the Corporation.

6. The amendment specified above has been duly authorized and approved by unanimous vote of the members of the board of directors at a meeting held on January 12, 2010 and approved by a majority vote of the stockholders pursuant to the requirements of Section 242 of the General Corporation Law of the State of Delaware at a meeting held on March 24, 2010. The total number of outstanding shares of the corporation is 30,552,498 shares of Common Stock. 15,808,524 shares of Common Stock voted for the name change and 1,603,214 shares of Common stock voted against the same and 147,557 abstained. Such votes were sufficient to approve the name change amendment.

 

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation of the Corporation is executed as of the 24th day of March, 2010.

AMERICAN TECHNOLOGY CORPORATION,

a Delaware corporation

 

By __ /s/ Thomas R. Brown_ ________________

Title: President and Chief Executive Officer

 

FOR IMMEDIATE RELEASE

STOCKHOLDERS APPROVE AMERICAN TECHNOLOGY'S

NAME CHANGE TO LRAD CORPORATION

Company's NASDAQ Ticker Symbol Changes to ' LRAD '

SAN DIEGO, CA, March 25, 2010 - LRAD Corporation (NASDAQ: LRAD) , the global leader in acoustic hailing devices, announced today that its stockholders approved changing the Company's name to LRAD Corporation at its annual meeting held yesterday. Concurrent with the name change, effective today, the Company's shares began trading under the new NASDAQ ticker symbol: LRAD . The Company previously traded under the symbol: ATCO. The Company's new website address is www.lradx.com.

"With significantly improved operating results over the last two fiscal years and growing recognition of LRAD® as the worldwide leader in acoustic hailing devices, we believe our new corporate identity will produce greater awareness of LRAD in the markets we are penetrating and generate new institutional investor interest," remarked Tom Brown, president and CEO of LRAD Corporation.

In other business conducted at yesterday's annual meeting, stockholders elected Helen C. Adams to the Company's board of directors and re-elected Thomas R. Brown, Elwood G. Norris, Laura M. Clague and Admiral Raymond C. Smith. The stockholders also ratified the selection of Squar, Milner, Peterson, Miranda & Williamson, LLP as its independent registered public accounting firm for the current fiscal year.

About LRAD Corporation

LRAD Corporation's Long Range Acoustic Device® (LRAD®) directional sound systems are being used around the world in diverse applications including, fixed and mobile military deployments, maritime security, critical infrastructure and perimeter security, commercial security, border and port security, law enforcement and emergency responder communications, and wildlife preservation and control. For more information about LRAD Corporation and its long-range directional sound systems, please visit the company's web site at www.lradx.com.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements, including but not limited to, the performance of our management team, market acceptance of our directed sound technologies and products, entry of competitors, the possibility our intellectual property protections will not prevent others from marketing products similar to or competitive with our products, potential technical or manufacturing difficulties that could delay product deliveries or increase warranty costs, and other risks identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management's expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the "Risk Factors" section of the Company's Form 10-K for the fiscal year ended September 30, 2009. LRAD Corporation disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

FOR FURTHER INFORMATION CONTACT:

Robert Putnam

Investor Relations

(858) 676-0519

robert@lradx.com