AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 1996 REGISTRATION NO. 34-______________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------- AMERIGON INCORPORATED ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-4318554 - ----------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 404 East Huntington Drive, Monrovia, California 91016 - -------------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - ------------------------------------- ---------------------------------------- - ------------------------------------- ---------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Class A Warrants - -------------------------------------------------------------------------------- (Title of class)
If this form relates to the registration If this form relates to the registration of a class of debt securities and is of a class of debt securities and is to effective upon filing pursuant to General become effective simultaneously with the Instruction A(c)(1) please check the effectiveness of a concurrent following box. / / registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. / / INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. See "Description of Securities -- Class A Warrants" in the Company's Registration Statement on Form S-2 filed with the Securities and Exchange Commission (the "Commission") on December 6, 1996 (the "Registration Statement"), which is hereby incorporated herein by reference. ITEM 2. EXHIBITS. 1.1.1 Amended and Restated Articles of Incorporation (the "Articles") of the Company (previously filed as an exhibit to the Company's Registration Statement on Form SB-2, File No. 33-61702-LA (the "Form SB-2") and incorporated herein by reference). 1.1.2 Certificate of Amendment to the Articles (filed as Exhibit 3.1.2 to the Registration Statement and incorporated herein by reference). 1.2 Bylaws of the Company as amended to date (previously filed as an exhibit to the Form SB-2 and incorporated herein by reference). 2.1 Form of Warrant Agreement to be entered into among the Company, U.S. Stock Transfer Corporation, as Warrant Agent, and D.H. Blair Investment Banking Corp. (filed as Exhibit 4.1 to the Registration Statement and incorporated herein by reference). 2.2 Form of Warrant Certificate for Class A Warrant (filed as Exhibit 4.2 to the Registration Statement and incorporated herein by reference). 2.3 Form of Specimen Certificate of Company's Class A Common Stock (previously filed as an exhibit to the Form SB-2 and incorporated herein by reference). 3.1 Escrow Agreement among the Company, U.S. Stock Transfer Corporation and the shareholders named therein (previously filed as an exhibit to the Form SB-2 and incorporated herein by reference). 3.2 Stock Purchase Agreement and Registration Rights Agreement between the Company and Fidelity Copernicus Fund, L.P. and Fidelity Galileo Fund, L.P., dated December 29, 1995 (previously filed as an exhibit to the Company's Current Report on Form 8-K filed January 5, 1996 (the "Form 8-K") and incorporated herein by reference). 3.3 Stock Purchase Agreement and Registration Rights Agreement between the Company and HBI Financial Inc., dated December 29, 1995 (previously filed as an exhibit to the Form 8-K and incorporated herein by reference). 3.4 Shareholders Agreement, dated May 13, 1993, by and among the Company and the shareholders named therein (previously filed as an exhibit to the Form SB-2 and incorporated herein by reference). 3.5 Form of Underwriter's Unit Purchase Option (filed as Exhibit 10.3 to the Registration Statement and incorporated herein by reference). 3.6 Form of Underwriter's warrant (filed as an exhibit to the Form SB-2 and incorporated herein by reference). - --------------------------------- 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Los Angeles, State of California, on this 6th day of December, 1996. AMERIGON INCORPORATED By: /s/ Lon E. Bell ---------------------------------- Lon E. Bell, Ph.D. President, Chief Executive Officer and Chairman of the Board 3