As filed with the Securities and Exchange Commission on May 24, 2001.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
California 95-4318554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5462 Irwindale Avenue
Irwindale, California 91706
(Address of principal executive offices)
Amerigon Incorporated 1997 Stock Incentive Plan
(Full title of the plan)
Richard A. Weisbart
Amerigon Incorporated
5462 Irwindale Avenue
Irwindale, California 91706
(626) 815-7400
(Name, address, and telephone number, including area code, of
agent for service)
___________________
COPY TO:
John A. Laco, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2889
(213) 430-6000
CALCULATION OF REGISTRATION FEE
===================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to to be price offering registration
be registered registered per unit price fee
- -------------------------------------------------------------------
Class A 1,150,000 $2.90(2) $3,335,000(2) $883.75(2)
Common Stock, shares(1)
no par value
===================================================================
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of
shares, options and rights, which by reason of certain
events specified in the Amerigon Incorporated 1997 Stock
Incentive Plan, as amended (the "Plan") may become subject
to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on May 21, 2001, as reported on
the Nasdaq SmallCap Market.
The Exhibit Index for this Registration Statement is at page 4.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Amerigon Incorporated (the "Registrant") filed a
Registration Statement relating to the Plan on Form S-8 with the
Commission on January 9, 1998 (Registration Number 333-44007).
The contents of which are incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 4.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of 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 the City
of Irwindale, State of California, on May 23, 2001.
AMERIGON INCORPORATED
By: /s/ Richard A. Weisbart
-----------------------------------
Richard A. Weisbart
President, Chief Executive Officer
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, each person whose
signature appears below constitutes and appoints Richard A.
Weisbart, Dan Coker, Sandra Grouf and Craig P. Newell, his or her
true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to the
Registration Statement (or any other registration statement for
the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933), and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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 indicated.
Signature Title Date
--------- ----- ----
/s/ Richard A. Weisbart
- ----------------------- President, Chief Executive May 23, 2001
Richard A. Weisbart Officer, Chief Financial
Officer and Director
(Principal Executive and
Financial Officer)
/s/ Craig P. Newell
- ----------------------- Vice President, Finance May 23, 2001
Craig P. Newell (Principal Accounting
Officer)
/s/ Oscar B. Marx, III
- ----------------------- Chairman of the Board May 23, 2001
Oscar B. Marx, III
/s/ Lon E. Bell
- ----------------------- Vice Chairman of the Board May 23, 2001
Lon E. Bell, Ph.D
/s/ John W. Clark
- ----------------------- Director May 23, 2001
John W. Clark
/s/ James J. Paulsen
- ----------------------- Director May 23, 2001
James J. Paulsen
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Amerigon Incorporated 1997 Stock Incentive Plan (As Amended
and Restated April 27, 2001). (1)
4.2 Form of Employee Incentive Stock Option Agreement. (2)
4.3 Form of Non-Employee Director Nonqualified Stock Option
Agreement. (1)
5.1 Opinion of Counsel regarding the legality of the common
stock to be issued.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included in this Registration Statement
on page S-1).
- -----------------
(1) Previously filed and incorporated by reference as Appendix A
to the Company's Definitive Proxy Statement on Schedule 14A filed
with the Commission on April 30, 2001 (file number 000-21810), as
amended.
(2) Previously filed and incorporated by reference from the
Company's Registration Statement on Form S-8 filed with the
Commission on January 9, 1997 (registration number 333-44007).
Exhibit 5.1
OPINION OF COUNSEL
May 24, 2001
Amerigon Incorporated
5462 Irwindale Avenue
Irwindale, California 91706
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") to be filed by
Amerigon Incorporated, a California corporation (the "Company"),
with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of
1,150,000 shares of the Company's Common Stock, no par value (the
"Shares"), to be issued pursuant to the Company's 1997 Stock
Incentive Plan, as amended (the "Plan"). We have examined the
proceedings heretofore taken and to be taken in connection with
the authorization of the Plan and the Shares to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact
and law as we have deemed relevant, we are of the opinion that
the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 pertaining to the Amerigon
Incorporated 1997 Stock Incentive Plan, as amended, of our report
dated February 9, 2001, except for Note 19, as to which the date
is March 28, 2001, relating to the financial statements and
financial statement schedules, which appear in Amerigon
Incorporated's Annual Report on Form 10-K for the year ended
December 31, 2000.
PRICEWATERHOUSECOOPERS LLP
Orange County, California
May 21, 2001