content: <PAGE>
  
                         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)
                                  November 9, 1999
  
  
                                      ATG INC.
               (Exact name of registrant as specified in its charter)
  
  
                                     California
                   (State or other jurisdiction of incorporation)
  
  
  
         0-23781                                             94-2657762
  (Commission File Number)                       (IRS Employer Identification No.)
  
  47375 Fremont Boulevard, Fremont, CA                          94538
  (Address of principal executive offices)                   (Zip Code)
  
  Registrant's telephone number, including area code:      (510) 490-3008
  <PAGE>
  
  Item 5.        Other Events
  
  On November 9, 1999, the Company entered into a $45 million bank credit
  facility.  The credit facility includes a credit enhancement of a tax-exempt
  bond offering, which was completed on November 10, 1999, and a revolving loan
  facility.  The related credit and reimbursement agreement is among the Company,
  Sanwa Bank California as agents for the lenders and Keybank National Association
  as the bond letter of credit issuing bank.  Other lenders include Imperial Bank,
  General Bank and First Bank of California.
  
  A total of $26.5 million of tax-exempt bonds were sold to finance the
  construction of the Company's new mixed waste processing facility located in
  Richland, Washington.  The bonds were sold pursuant to a loan agreement between
  the Company and the Port of Benton Economic Development Corporation.  The bank
  credit facility provides a letter of credit enhancement of these bonds.  The
  initial term of the letter of credit is five years.  The tax-exempt bonds have
  an expected maturity of 15 years.  Tax-exempt interest on the bonds is based on
  a weekly floating interest rate, 3.90% as of February 16, 2000.  The bond letter
  of credit fee is based on a grid that fluctuates with the changes in the net
  funded debt to EBITDA ratio.  The letter of credit fee was 2.75% as of the
  closing and for the first six months of the facility.
  
  The revolving loan facility provides the Company with up to $18 million of
  working capital.  The revolving facility is for a term of five years with
  reductions in the maximum available to $16.5 million after 12/31/00 and $15.0
  million after 12/31/01.  This loan facility bears interest based on the same
  grid as the bond letter of credit, currently the prime interest rate plus .75%
  (9.50%).
  
  The credit facility is secured by all of the company's assets, including
  intellectual property, that are not secured by specific equipment loans and
  leases outstanding at the closing of the credit facility.  Borrowings under the
  facility are subject to certain financial covenants, initially including
  maintenance of a maximum net funded debt to EBITDA ratio of 3.5:1.0; a minimum
  debt service ratio of 1.5 to 1.0; a minimum current ratio of 1.1 to 1.0; and a
  minimum tangible net worth as defined in the agreements.  The Company was in
  compliance with these covenants at the closing date.
  
  
  Item 7.        Exhibits
  
  10.43  Credit and Reimbursement Agreement, dated November 1, 1999, among ATG
         Inc., Sanwa Bank California and Keybank National Association.
  
  10.44  Loan Agreement, dated November 1, 1999, between Port of Benton Economic
         Development Corporation and ATG Inc.
  <PAGE>
  
                                     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.
  
  
                                     ATG Inc.
                                     (Registrant)
  
  
  Dated:  February 17, 2000          By:  /s/ Steven J. Guerrettaz
                                          ----------------------------------
                                          Steven J. Guerrettaz
                                          Vice President - Chief Financial Officer
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text: 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)
                                  November 9, 1999
  
                                      ATG INC.
               (Exact name of registrant as specified in its charter)
  
                                     California
                   (State or other jurisdiction of incorporation)
  
         0-23781                                             94-2657762
  (Commission File Number)                       (IRS Employer Identification No.)
  
  47375 Fremont Boulevard, Fremont, CA                          94538
  (Address of principal executive offices)                   (Zip Code)
  
  Registrant's telephone number, including area code:      (510) 490-3008
  Item 5.        Other Events
  
  On November 9, 1999, the Company entered into a $45 million bank credit
  facility.  The credit facility includes a credit enhancement of a tax-exempt
  bond offering, which was completed on November 10, 1999, and a revolving loan
  facility.  The related credit and reimbursement agreement is among the Company,
  Sanwa Bank California as agents for the lenders and Keybank National Association
  as the bond letter of credit issuing bank.  Other lenders include Imperial Bank,
  General Bank and First Bank of California.
  
  A total of $26.5 million of tax-exempt bonds were sold to finance the
  construction of the Company's new mixed waste processing facility located in
  Richland, Washington.  The bonds were sold pursuant to a loan agreement between
  the Company and the Port of Benton Economic Development Corporation.  The bank
  credit facility provides a letter of credit enhancement of these bonds.  The
  initial term of the letter of credit is five years.  The tax-exempt bonds have
  an expected maturity of 15 years.  Tax-exempt interest on the bonds is based on
  a weekly floating interest rate, 3.90% as of February 16, 2000.  The bond letter
  of credit fee is based on a grid that fluctuates with the changes in the net
  funded debt to EBITDA ratio.  The letter of credit fee was 2.75% as of the
  closing and for the first six months of the facility.
  
  The revolving loan facility provides the Company with up to $18 million of
  working capital.  The revolving facility is for a term of five years with
  reductions in the maximum available to $16.5 million after 12/31/00 and $15.0
  million after 12/31/01.  This loan facility bears interest based on the same
  grid as the bond letter of credit, currently the prime interest rate plus .75%
  (9.50%).
  
  The credit facility is secured by all of the company's assets, including
  intellectual property, that are not secured by specific equipment loans and
  leases outstanding at the closing of the credit facility.  Borrowings under the
  facility are subject to certain financial covenants, initially including
  maintenance of a maximum net funded debt to EBITDA ratio of 3.5:1.0; a minimum
  debt service ratio of 1.5 to 1.0; a minimum current ratio of 1.1 to 1.0; and a
  minimum tangible net worth as defined in the agreements.  The Company was in
  compliance with these covenants at the closing date.
  
  Item 7.        Exhibits
  
  10.43  Credit and Reimbursement Agreement, dated November 1, 1999, among ATG
         Inc., Sanwa Bank California and Keybank National Association.
  
  10.44  Loan Agreement, dated November 1, 1999, between Port of Benton Economic
         Development Corporation and ATG Inc.
  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.
  
                                     ATG Inc.
                                     (Registrant)
  
  Dated:  February 17, 2000          By:  /s/ Steven J. Guerrettaz
                                          ----------------------------------
                                          Steven J. Guerrettaz
                                          Vice President - Chief Financial Officer