<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ===========================

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                          ===========================

                         AMERICAN TECHNOLOGY CORPORATION
               (Exact name of Registrant as specified in charter)


         DELAWARE                                        87-0361799
  (State or other jurisdiction                          (IRS Employer
of incorporation or organization)                  Identification Number)


   12725 STOWE DRIVE                             ROBERT PUTNAM, PRESIDENT
POWAY, CALIFORNIA 92064                              12725 STOWE DRIVE
    (619) 679-2114                                POWAY, CALIFORNIA 92064
(Address and telephone number                         (619) 679-2114
of registrant's principal executive       (Name, address and telephone number of
offices and principal place of business)             agent for service)     
                                             

                      1992 NON-STATUTORY STOCK OPTION PLAN
                           (Full Title of the Plan)

                                   COPIES TO:

                            JOHN D. BRASHER JR., ESQ.
                       BRASHER & COMPANY, ATTORNEYS AT LAW
              90 MADISON STREET, SUITE 707, DENVER, COLORADO 80206
                                 (303) 355-3000

     If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with Dividend or Interest
Reinvestment Plans, check the following line:  X
                                              ---

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
     Title of                                                 Proposed            
    Each Class           Amount             Maximum            Maximum            Amount of
   of Securities         Being           Offering Price       Aggregate          Registration
  Being Registered     Registered          Per Share         Offering Price (2)     Fee (3)
=============================================================================================
<S>                    <C>                  <C>               <C>                  <C>    
Common Stock (1)       1,000,000            $2.16             $2,160,000.          $744.83
=============================================================================================
</TABLE>

(1)  The securities registered hereunder are shares of the registrant's common
     stock, $.00001 par value, subject to issuance upon the exercise of stock
     options granted under the registrant's 1992 Non-Statutory Stock Option
     Plan.

(2)  Estimated for purpose of calculating the registration fee.

(3)  The fee with respect to these shares has been calculated pursuant to Rules
     457(h) and 457(c) under the Securities Act of 1933, as amended, and based
     upon the average of the bid and ask prices per share of the Registrant's
     Common Stock on a date within five (5) days prior to the date of filing of
     this Registration Statement, as quoted on the OTC Electronic Bulletin
     Board.

================================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in this registration
statement of American Technology Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:

     (a) The Company's annual report on Form 10-KSB for the fiscal year ended
         September 30, 1995;

     (b) Company's quarterly reports on Form 10-QSB for the fiscal quarters
         ended December 31, 1995; March 31, 1996; and June 30, 1996;

     (c) The Company's current reports on Form 8-K dated March 12, 1996 and June
         12, 1996.

     (d) Item 11 (Description of Securities) contained in registration statement
         on Form 10-SB of the Company, SEC file No. 0-24248.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereunder have been sold and which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

     The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, $.00001 par value per share. There are no preferred shares
authorized. The holders of Common Stock are entitled to one vote for each share
held. The affirmative vote of a majority of votes cast at a meeting which
commences with a lawful quorum is sufficient for approval of most matters upon
which shareholders may or must vote, including the questions presented for
approval or ratification at the Annual Meeting. However, removal of a director
from office or repeal of the certificate of incorporation in its entirety
require the affirmative vote of a majority of the total voting power for
approval, and certain other matters (such as shareholder amendment of the
bylaws, and amendment, repeal or adoption of any provision inconsistent with
provisions in the certificate of incorporation regarding indemnification of
directors, officers and others, exclusion of director liability, and the
Company's election not to be governed by statutory provisions concerning
business combinations with interested shareholders) require the affirmative vote
of two-thirds of the total voting power for approval. Common Shares do not carry
cumulative voting rights.

     Holders of Common Stock are not entitled to preemptive rights, and the
Common Stock is not subject to redemption. Holders of Common Stock are entitled
to receive, pro rata, dividends when and as declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding-up of the Company, holders of Common Stock are entitled to share ratably
in the Company's assets legally available for distribution to its shareholders.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     John D. Brasher Jr., counsel to the Company, was granted stock options
under the 1992 Non-Statutory Stock Option Plan to purchase an aggregate of
15,000 shares of the Company's common stock.



                                        2
<PAGE>   3
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Pursuant to Article NINTH of the Company's Certificate of Incorporation,
and as permitted by Section 145 of the General Corporation Law of Delaware, the
Company may indemnify its directors and officers under certain circumstances
against reasonable expenses (including court costs and attorney's fees),
judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his being a director, officer, employee, or agent of the
Company if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provisions. Thus, the
indemnification provisions will protect officers and directors from liability
only if the officer or director meets the applicable standard of conduct and the
Company has the financial ability to honor the indemnity. Insofar as
indemnification for liabilities under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant
to the General Corporation Law of Delaware, the Certificate of Incorporation, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act, and is, therefore, unenforceable.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable; no common shares of the Company registered hereunder have
been sold or issued.


ITEM 8. EXHIBITS.

      5.1  Consent and opinion of Brasher & Company, counsel to the Company
     10.1  1992 Non-Statutory Stock Option Plan of the Company
     23.1  Consent of BDO Seidman, LLP, independent certified public accountants


ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona fide offering
thereof.

                                        3
<PAGE>   4
     (5) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4
<PAGE>   5
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Poway, California, on the date below.

DATED:  July 31, 1996

                                    AMERICAN TECHNOLOGY CORPORATION

                                       

                                    By  /s/ Robert Putnam
                                       -----------------------------------------
                                          ROBERT PUTNAM, CHIEF EXECUTIVE OFFICER

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.

<TABLE>
<CAPTION>

            Signature                                  Title                                 Date
            ---------                                  -----                                 ----
<S>                                             <C>                                        <C>
       /s/ Robert Putnam                       
- -------------------------------------           Director, President                        07/31/96
      ROBERT PUTNAM                             Chief Executive Officer
                                                Chief Financial Officer
                                               
                                                     
                                               
      /s/ Richard M. Wagner                                                                 07/31/96 
- -------------------------------------           Director, Secretary  
     RICHARD M. WAGNER                                                     
                                               
                                               
                                               
      /s/ David G. Norris                      
- -------------------------------------           Director                                    07/31/96
     DAVID G. NORRIS                           
                                               
                                               
                                               
                                               
     /s/ Elwood G. Norris                      
- -------------------------------------           Director                                    07/31/96
    ELWOOD G. NORRIS                           
</TABLE>
                                               
                                               
                                               
                                        
                                       5
<PAGE>   6
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ========================

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                            ========================





                               ===================

                                    EXHIBITS

                               ===================


                         AMERICAN TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)



                                  EXHIBIT INDEX

         The following exhibits are included as part of this registration
statement, except those marked as having previously been filed with the
Securities and Exchange Commission and which are incorporated by reference to
another registration statement, report or form. References to the "Company" in
this Exhibit Index mean AMERICAN TECHNOLOGY CORPORATION, a Delaware corporation.

<TABLE>
<CAPTION>

<S>      <C>                                                                                            <C>
 5.1     Consent and opinion of Brasher & Company, counsel to the Company ...........................   2

10.1     1992 Non-Statutory Stock Option Plan of the Company ........................................   1

23.1     Consent of BDO Seidman, LLP, independent certified public accountants ......................   2

         1 Incorporated by reference to Exhibit 6.9 to the Company's report on Form 10-SB.

         2 Exhibit filed herewith this Registration Statement on Form S-8.
</TABLE>

================================================================================
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{"company-data": {"conformed-name": "AMERICAN TECHNOLOGY CORP /DE/", "cik": "0000924383", "assigned-sic": "3663", "irs-number": "870361799", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09269", "film-number": "96601785"}, "business-address": {"street1": "12725 STOWE DR", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "6196792114"}}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ===========================

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                          ===========================

                         AMERICAN TECHNOLOGY CORPORATION
               (Exact name of Registrant as specified in charter)

         DELAWARE                                        87-0361799
  (State or other jurisdiction                          (IRS Employer
of incorporation or organization)                  Identification Number)

   12725 STOWE DRIVE                             ROBERT PUTNAM, PRESIDENT
POWAY, CALIFORNIA 92064                              12725 STOWE DRIVE
    (619) 679-2114                                POWAY, CALIFORNIA 92064
(Address and telephone number                         (619) 679-2114
of registrant's principal executive       (Name, address and telephone number of
offices and principal place of business)             agent for service)     
                                             

                      1992 NON-STATUTORY STOCK OPTION PLAN
                           (Full Title of the Plan)

                                   COPIES TO:

                            JOHN D. BRASHER JR., ESQ.
                       BRASHER & COMPANY, ATTORNEYS AT LAW
              90 MADISON STREET, SUITE 707, DENVER, COLORADO 80206
                                 (303) 355-3000

     If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with Dividend or Interest
Reinvestment Plans, check the following line:  X
                                              ---

                         CALCULATION OF REGISTRATION FEE
=============================================================================================
     Title of                                                 Proposed            
    Each Class           Amount             Maximum            Maximum            Amount of
   of Securities         Being           Offering Price       Aggregate          Registration
  Being Registered     Registered          Per Share         Offering Price (2)     Fee (3)
=============================================================================================
Common Stock (1)       1,000,000            $2.16             $2,160,000.          $744.83
=============================================================================================
(1)  The securities registered hereunder are shares of the registrant's common
     stock, $.00001 par value, subject to issuance upon the exercise of stock
     options granted under the registrant's 1992 Non-Statutory Stock Option
     Plan.

(2)  Estimated for purpose of calculating the registration fee.

(3)  The fee with respect to these shares has been calculated pursuant to Rules
     457(h) and 457(c) under the Securities Act of 1933, as amended, and based
     upon the average of the bid and ask prices per share of the Registrant's
     Common Stock on a date within five (5) days prior to the date of filing of
     this Registration Statement, as quoted on the OTC Electronic Bulletin
     Board.

================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in this registration
statement of American Technology Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:

     (a) The Company's annual report on Form 10-KSB for the fiscal year ended
         September 30, 1995;

     (b) Company's quarterly reports on Form 10-QSB for the fiscal quarters
         ended December 31, 1995; March 31, 1996; and June 30, 1996;

     (c) The Company's current reports on Form 8-K dated March 12, 1996 and June
         12, 1996.

     (d) Item 11 (Description of Securities) contained in registration statement
         on Form 10-SB of the Company, SEC file No. 0-24248.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereunder have been sold and which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, $.00001 par value per share. There are no preferred shares
authorized. The holders of Common Stock are entitled to one vote for each share
held. The affirmative vote of a majority of votes cast at a meeting which
commences with a lawful quorum is sufficient for approval of most matters upon
which shareholders may or must vote, including the questions presented for
approval or ratification at the Annual Meeting. However, removal of a director
from office or repeal of the certificate of incorporation in its entirety
require the affirmative vote of a majority of the total voting power for
approval, and certain other matters (such as shareholder amendment of the
bylaws, and amendment, repeal or adoption of any provision inconsistent with
provisions in the certificate of incorporation regarding indemnification of
directors, officers and others, exclusion of director liability, and the
Company's election not to be governed by statutory provisions concerning
business combinations with interested shareholders) require the affirmative vote
of two-thirds of the total voting power for approval. Common Shares do not carry
cumulative voting rights.

     Holders of Common Stock are not entitled to preemptive rights, and the
Common Stock is not subject to redemption. Holders of Common Stock are entitled
to receive, pro rata, dividends when and as declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding-up of the Company, holders of Common Stock are entitled to share ratably
in the Company's assets legally available for distribution to its shareholders.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     John D. Brasher Jr., counsel to the Company, was granted stock options
under the 1992 Non-Statutory Stock Option Plan to purchase an aggregate of
15,000 shares of the Company's common stock.

                                        2
3
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Pursuant to Article NINTH of the Company's Certificate of Incorporation,
and as permitted by Section 145 of the General Corporation Law of Delaware, the
Company may indemnify its directors and officers under certain circumstances
against reasonable expenses (including court costs and attorney's fees),
judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his being a director, officer, employee, or agent of the
Company if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provisions. Thus, the
indemnification provisions will protect officers and directors from liability
only if the officer or director meets the applicable standard of conduct and the
Company has the financial ability to honor the indemnity. Insofar as
indemnification for liabilities under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant
to the General Corporation Law of Delaware, the Certificate of Incorporation, or
otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act, and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable; no common shares of the Company registered hereunder have
been sold or issued.

ITEM 8. EXHIBITS.

      5.1  Consent and opinion of Brasher & Company, counsel to the Company
     10.1  1992 Non-Statutory Stock Option Plan of the Company
     23.1  Consent of BDO Seidman, LLP, independent certified public accountants

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona fide offering
thereof.

                                        3
4
     (5) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4
5
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Poway, California, on the date below.

DATED:  July 31, 1996

                                    AMERICAN TECHNOLOGY CORPORATION

                                       

                                    By  /s/ Robert Putnam
                                       -----------------------------------------
                                          ROBERT PUTNAM, CHIEF EXECUTIVE OFFICER

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
Signature                                  Title                                 Date
            ---------                                  -----                                 ----
/s/ Robert Putnam                       
- -------------------------------------           Director, President                        07/31/96
      ROBERT PUTNAM                             Chief Executive Officer
                                                Chief Financial Officer
                                               
                                                     
                                               
      /s/ Richard M. Wagner                                                                 07/31/96 
- -------------------------------------           Director, Secretary  
     RICHARD M. WAGNER                                                     
                                               
                                               
                                               
      /s/ David G. Norris                      
- -------------------------------------           Director                                    07/31/96
     DAVID G. NORRIS                           
                                               
                                               
                                               
                                               
     /s/ Elwood G. Norris                      
- -------------------------------------           Director                                    07/31/96
    ELWOOD G. NORRIS
5
6
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ========================

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                            ========================

                               ===================

                                    EXHIBITS

                               ===================

                         AMERICAN TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

                                  EXHIBIT INDEX

         The following exhibits are included as part of this registration
statement, except those marked as having previously been filed with the
Securities and Exchange Commission and which are incorporated by reference to
another registration statement, report or form. References to the "Company" in
this Exhibit Index mean AMERICAN TECHNOLOGY CORPORATION, a Delaware corporation.
5.1     Consent and opinion of Brasher & Company, counsel to the Company ...........................   2

10.1     1992 Non-Statutory Stock Option Plan of the Company ........................................   1

23.1     Consent of BDO Seidman, LLP, independent certified public accountants ......................   2

         1 Incorporated by reference to Exhibit 6.9 to the Company's report on Form 10-SB.

         2 Exhibit filed herewith this Registration Statement on Form S-8.
================================================================================