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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): June 15, 2000
___________________
AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
___________________
California 0-21810 95-4318554
(State or other jurisdiction of(Commission(I.R.S. Employer
incorporation or organization)File Number)Identification No.)
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 June 16, 2000, Amerigon Incorporated reported that it had
completed the sale of an aggregate of 2.5 million restricted
shares of its Common Stock in a private placement to selected
institutional and other accredited investors, resulting in gross
proceeds to the Company of approximately $12.5 million. The full
text of the press release is set forth in Exhibit 99.1 attached
hereto.
On June 19, 2000, Amerigon Incorporated reported that the
previously announced private placement of 2.5 million restricted
shares had resulted in the reduction in the exercise price of its
publicly-traded Class A Warrants and an increase in the total
number of shares of Common Stock issuable upon exercise of the
Class A Warrants. The full text of the press release is set
forth in Exhibit 99.2 attached hereto.
On June 20, 2000, Amerigon Incorporated reported that,
effective at the opening of trading on June 21, 2000, its Common
Stock would trade on The Nasdaq SmallCap Market under the new
symbol "ARGN." The full text of the press release is set forth
in Exhibit 99.3 attached hereto.
Item 7. Financial Statements and Exhibits.
Exhibit
No. Description
- -------- ------------
99.1 Press release dated June 16, 2000.
99.2 Press release dated June 19, 2000.
99.3 Press release dated June 20, 2000.
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/ Craig P. Newell
----------------------------
Craig P. Newell
Vice President, Finance
Date: June 20, 2000
EXHIBIT 99.1
AMERIGON ANNOUNCES COMPLETION OF $12.5 MILLION
PRIVATE PLACEMENT OF COMMON SHARES
IRWINDALE, CA (June 16, 2000) . . . Amerigon Incorporated
Nasdaq: ARGNA) today announced that it has closed the sale
of an aggregate of 2.5 million restricted shares of its
Common Stock in a private placement to selected institutional
and other accredited investors, resulting in gross proceeds to
the Company of approximate $12.5 million. Roth Capital
Partners, Inc., of Newport Beach, CA represented the Company
as placement agent in the private transaction. A registration
statement relating to these securities is expected to be
filed with the Securities and Exchange Commission as soon as
reasonably practical, but in any event in no more than 90 days.
Included in the private placement are purchases of shares in an
aggregate amount of $1.5 million by the Company's controlling
shareholders, Big Beaver Investments LLC of Troy, MI and Westar
Capital II LLC of Costa Mesa, CA, both private investment companies.
Amerigon President & CEO Richard A. Weisbart commented, "The net
proceeds of this placement will help fund the development of
future products, expand our marketing efforts and repay certain
indebtedness. These funds should allow us to pursue our long-term
strategic objectives of long-term growth in sales, profits and
shareholder value."
Amerigon, an emerging player in the global automotive industry,
develops and markets proprietary products for automotive OEMs.
Its proprietary Climate Control Seat(tm) (CCS(tm)) technology provides
active heating and cooling for seat occupants and has debuted in
the 2000 Lincoln Navigator. The Company's other products include
its AmeriGuard(tm) radar sensor systems designed to extend the
driver's field of view in such vehicle applications as enhanced
parking aids, back-up warning systems and side object detection.
This release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainties. Such
statements are based on management's current expectations and are
subject to a number of factors and uncertainties which could cause
actual results to differ materially from those described in the
forward looking statements, including, without limitation, demand
for the Company's products, uncertainties in the development of high
technology products, risks and delays in obtaining customer orders,
technological change, competition and other risks and uncertainties
that are detailed in the Company's Annual Report on Form 10-K and
other reports filed by it with the Securities and Exchange Commission.
EXHIBIT 99.2
AMERIGON ADJUSTS PUBLICLY TRADED WARRANTS
AS A RESULT OF PRIVATE PLACEMENT
IRWINDALE, CA (June 19, 2000).... Amerigon Incorporated (Nasdaq: ARGNA)
said today that the completion of its previously announced $12.5
million private placement of 2.5 million restricted shares of its
Common Stock has resulted in a reduction in the exercise price of its
publicly traded Class A Warrants (EBB: ARGNW) and an increase in the
total number of shares of Amerigon Common Stock issuable upon exercise
of the Class A Warrants. These adjustments are being made due to
anti-dilution provisions of the Company's existing Warrant Agreement.
The exercise price of each Class A Warrant has been reduced to $17.795
from $24.149 and the total number of Class A Warrants outstanding has
increased by 524,486 to 1,993,264. Each Class A Warrant, when
exercised, allows the holder of the Warrant to purchase one share
of Amerigon Common Stock.
To issue the additional Warrants to holders of the Class A Warrants,
Amerigon will distribute an additional .357 Warrants for each
Warrant held by Class A Warrant holders of record as of June 14,
2000. No action is required by holders of the Company's Class A
Warrants with regard to the reduction in the exercise price of each
Class A Warrant or the increase in the number of Class A Warrants.
Amerigon, a technology-driven supplier to the global automotive
industry, develops and supplies proprietary products for automotive
OEMs. In addition to the Climate Control Seat(tm) (CCS(tm)) technology,
the Company's products include the AmeriGuard(tm) radar sensing system,
designed to improve driver's field of view in vehicle applications
such as enhanced parking aids, back-up warning and side object detection
for collision avoidance.
EXHIBIT 99.3
AMERIGON ANNOUNCES TRADING SYMBOL CHANGE
IRWINDALE, CA (June 20, 2000). . . . Amerigon Incorporated
(Nasdaq:ARGNA) announced today that effective at the opening of
trading on Wednesday, June 21, 2000, Amerigon Common Stock will
trade on The Nasdaq SmallCap Market under the new symbol "ARGN."
The Common Stock has been trading on The Nasdaq SmallCap Market
under the symbol "ARGNA."
At the Annual Meeting of Shareholders held on May 24, 2000,
Amerigon shareholders approved an amendment to the Articles of
Incorporation that eliminated the Class B Common Stock, which was
no longer being used by the Company. As a result, the Class A
Common Stock has been renamed "Common Stock" and the trading
symbol of the Common Stock is being changed from "ARGNA" to "ARGN."
Amerigon, an emerging player in the global automotive industry,
develops and markets proprietary products for automotive OEMs.
Its proprietary Climate Control Seat(tm) (CCS(tm)) technology provides
active heating and cooling for seat occupants and has debuted in
the 2000 Lincoln Navigator. The Company's other products include
its AmeriGuard(tm) radar sensor systems designed to extend the
driver's field of view in such vehicle applications as enhanced
parking aids, back-up warning systems and side object detection.