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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): May 22, 2000
___________________
AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
___________________
California 0-21810 95-4318554
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
5462 Irwindale Avenue
Irwindale, California 91706
(626) 815-7400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
___________________
Item 5. Other Events.
On May 22, 2000, Amerigon Incorporated issued a notice to
its shareholders, as required by The Nasdaq Stock Market, of its
intention to sell up to 2.5 million shares of its Class A Common
Stock in a private placement. The shares offered in the private
placement are being offered only to institutional or other
investors who are "accredited investors" as defined by the
federal securities laws and the offering price per share will be
determined by negotiation between the investors and the company.
The full text of the notice is set forth in Exhibit 99.1 attached
hereto.
Item 7. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Notice to Shareholders regarding intent by Amerigon
Incorporated to sell shares in private placement
offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
AMERIGON INCORPORATED
By: /s/ Richard A. Weisbart
Richard A. Weisbart
Chief Executive Officer
Date: May 22, 2000
[LETTERHEAD OF AMERIGON]
May 22, 2000
To My Fellow Shareholders:
As we indicated in our 1999 Annual Report, we would be seeking significant
additional capital resources to fund the Company's operations. I am pleased
to now notify you, as required by The Nasdaq Stock Market, of our intention
to sell up to 2.5 million shares of our Class A Common Stock in a private
placement to fund the development of future products and expand our
marketing efforts. The shares offered in the private placement are being
offered only to institutional or other investors who are "accredited
investors" as defined by the federal securities laws and the offering
price per share will be determined by negotiation between the investors
and us. Because the shares have not been registered under the Securities
Act of 1933, we expect the gross offering price per share to be 20% to
40% below the last sale price recorded for our Class A Common Stock
today on the Nasdaq SmallCap Market. However, because of the inherent
uncertainty of the outcome of our price negotiations with the investors,
the ultimate offering price per share may be outside of that range. The
shares purchased by an investor in the private placement may not be offered
or sold in the United States by the investor absent registration or an
applicable exemption from registration requirements.
I look forward to communicating with you further from time to time in the
future.
Sincerely,
Richard A. Weisbart
President and Chief Executive Officer