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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 27, 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 December 4, 2001, we filed a Registration Statement on Form S-3 with
the Securities and Exchange Commission relating to the distribution of
subscription rights to holders of common stock equivalents, which we define as
our outstanding shares of common stock and additional shares of our common stock
issuable upon conversion of our Series A Preferred Stock and any of our
convertible debt; and upon exercise of vested employee stock options, our
publicly traded Class A Warrants, our Contingent Warrants held by certain
investors, and any other vested warrants to purchase our common stock. Through
the rights offering, we will seek to raise up to $8,000,000. If we are unable to
complete the rights offering, we will have insufficient funds to meet our
operating needs after the middle of February 2002.
On November 27, 2001, we received notice from The Nasdaq Stock Market,
Inc. that the staff is reviewing our eligibility for continued listing on The
Nasdaq SmallCap Market. If the rights offering is completed, we believe that we
will be in compliance with the applicable listing requirements.
We have fully drawn the $1.5 million bridge loan facility from Big Beaver
Investments LLC ("Big Beaver"), one of our principal shareholders, that we
originally entered into on September 20, 2001 and which was scheduled to mature
on December 1, 2001. An amendment
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to the bridge loan with Big Beaver has been negotiated, allowing the Company
additional draws of up to $1.0 million, the proceeds of which are intended to
fund operating requirements through the anticipated completion of the rights
offering in the middle of February 2002. This loan is at mezzanine financing
rates and is convertible into our common stock. The bridge loan is secured by
substantially all of our assets.
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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/ SANDRA L. GROUF
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Sandra L. Grouf
Chief Financial Officer
Date: December 10, 2001