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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO 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): July 22, 1997 AMERIGON INCORPORATED --------------------- (Exact name of registrant as specified in it charter) California 0-21810 95-4318554 - ------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 5462 Irwindale Avenue, Irwindale, California 91706 - -------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Item 2 of Amerigon Incorporated's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 1997 is hereby amended and restated in its entirety as follows: ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As of July 22, 1997, Amerigon Incorporated (the "Company") entered into a definitive joint venture agreement with Yazaki Corporation, a Japanese Company, pursuant to which IVS, Inc., a newly formed joint venture company incorporated in California, is to develop and market the Company's Interactive Voice System ("IVS-TM-") in the automotive aftermarket. A copy of the joint venture agreement is filed as Exhibit 2.1 hereto and incorporated herein by this reference. The information set forth below is qualified in its entirety by reference to the joint venture agreement. Under the terms of the joint venture agreement, the Company assigned to IVS, Inc. all of its assets relating to the IVS-TM-, including transferable licenses, designs and know-how, as well as certain equipment and IVS-TM- inventory. Yazaki acquired a majority interest in IVS, Inc., with the Company retaining a minority interest in such joint venture. The Company also received from IVS, Inc. under the joint venture agreement the cash sum of $1,000,000, and is further entitled under the joint venture agreement to receive an additional cash sum of $1,000,000 from IVS, Inc. on or before July 22, 1998. The joint venture agreement contemplates that Yazaki will provide the capital necessary to fund IVS, Inc.'s business strategy. Other than its minority equity interest in IVS, Inc., the Company has no further continuing interest in the IVS-TM- technology or products. It is anticipated that Joshua M. Newman, a former director and officer of the Company, will serve as a business consultant to IVS, Inc. and receive compensation in connection with the joint venture. 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, thereunto duly authorized. Amerigon Incorporated --------------------- Registrant Date: August 6, 1997 By: /s/ Scott O. Davis ---------------------------- Scott O. Davis Vice President Finance and Chief Financial Officer