SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 20,
2001
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AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
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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)
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Item 5. Other Events.
On September 20, 2001, the Company obtained a loan from Big Beaver
Investments LLC ("Big Beaver"), one of the Company's principal shareholders, for
an initial advance of $500,000 and, at the Company's request and subject to
certain conditions precedent, additional advances of up to an additional $1.0
million. The bridge loan is secured by substantially all personal property of
the Company. The bridge loan is necessary to allow the Company to continue
operations pending the raising of additional financing. The amount of the bridge
loan may not be adequate to permit the Company to continue operations beyond
December 1, 2001 even if fully drawn.
The advances accrue interest at 10% per annum, which is payable at maturity
or on the date of any prepayment. The principal and accrued interest of the
initial loan are convertible at any time into Common Stock at a conversion price
equal to the average closing bid price of the Common Stock during the ten days
preceding the date of the bridge loan (the "Market Price"). In the event the
Company issues in excess of $1.5 million of equity securities in an offering at
an issuance price that is less than the Market Price with respect to the bridge
loan, the conversion price will be adjusted to the issuance price of the equity
securities. Additional advances will also be convertible based on the average
price of the Company's Common Stock during the ten days preceding such
additional advances. The loans mature and all outstanding principal and accrued
interest become due and payable on the earlier of December 1, 2001, or when the
Company (or its Board of Directors) shall have authorized, recommended, proposed
or publicly announced its intention to enter into (or has failed to recommend
rejection of) any tender or exchange offer,
merger, consolidation, liquidation, dissolution, business combination,
recapitalization, acquisition, or disposition of a material amount of the assets
or securities or any comparable transaction which has not been consented to in
writing by Big Beaver.
In connection with the bridge loan, the Company issued to Big Beaver a
warrant for the right to purchase 150,922 shares of the Company's Common Stock
(equal to 18% of the principal amount of $1.5 million divided by the conversion
price). The exercise price of the warrant is adjustable in the same manner as
conversion price of the loan. The proceeds of the bridge loan were allocated
among the bridge loan and the warrant based upon their relative fair values. If,
after giving effect to Big Beaver's conversion rights under the bridge loan and
exercise rights under the warrant, Big Beaver will have the right to acquire
more than 20% of the outstanding common stock of the Company such that a
shareholder vote would be required under applicable Nasdaq rules, then Big
Beaver's rights will be limited to only 19.99% of the outstanding common stock
until the Company complies with such Nasdaq rules. The Company has agreed to use
its best efforts to comply with the Nasdaq rules, including the obtaining of any
shareholder approvals, to permit Big Beaver to exercise its rights in full.
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
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Richard A. Weisbart
President and Chief Executive
Officer
Date: September 28, 2001