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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): February 25, 2002
___________________
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)
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Item 5. Other Events.
On February 25, 2002, Amerigon Incorporated closed the sale of an aggregate of
approximately 6.05 million restricted shares of its common stock in a private
placement to selected institutional and other accredited investors. New York
City-based Special Situations Fund LP, an investment fund focused on small,
publicly traded companies, was the lead investor. Roth Capital Partners, LLC of
Newport Beach, CA represented the Company as placement agent in the private
placement.
Included in the transaction were approximately 1.7 million shares issued to Big
Beaver Investments LLC in satisfaction of $2.6 million of indebtedness owed to
it by the Company. The shares were sold at a price of $1.50 per share. In
addition to the sale of the shares of common stock, the Company issued to the
investors, including the placement agent, warrants to purchase approximately
3.58 million shares of common stock at an exercise price of $2.00 per share. A
registration statement relating to the resale of these securities is expected to
be filed with the Securities and Exchange Commission as soon as reasonably
practical.
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
/s/ Sandra L. Grouf
By:
Sandra L. Grouf
Chief Financial Officer
Date: March 1, 2002