View:
As filed with the Securities and Exchange Commission on August 14, 2002
Registration No. 333-17401
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------
Amerigon Incorporated
(Exact Name of Registrant as Specified in Its Charter)
California 3711 95-4318554
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification Number)
5462 Irwindale Avenue
Irwindale, California 91706
(626) 815-7400
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
---------
Oscar B. Marx, III
Amerigon Incorporated
5462 Irwindale Avenue
Irwindale, California 91706
(626) 815-7400
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------
Copies to:
John A. Laco, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000
---------
Approximate date of commencement of proposed sale to the public: Not
applicable.[_]
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.[_]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.[_]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.[_]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[_]
________________________________________________________________________________
EXPLANATORY NOTE
Pursuant to this Registration Statement on Form S-3 (File
No. 333-17401) (the "Registration Statement"), the Registrant
originally registered 5,474,000 shares of the Registrant's Common
Stock issuable upon exercise of the Registrant's Class A
Warrants. This Registration Statement was originally filed on
Form S-2, but was subsequently converted into Form S-3 by Post-
Effective Amendment No. 1 to this Registration Statement. On
February 12, 2002, all of the Registrant's Class A Warrants
expired pursuant to the terms of the Warrant Agreement governing
the Class A Warrants. No Class A Warrant was exercised for
Common Stock prior to the expiration date of the Class A
Warrants. The Registrant is filing this Post-Effective Amendment
No. 2 to this Registration Statement to deregister and remove
from registration those shares of Common Stock previously
registered under this Registration Statement. This Registration
Statement is hereby amended, as appropriate, to reflect the
deregistration of such shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No.
2 to this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Irwindale, State of California, on August 13, 2002.
AMERIGON INCORPORATED
/s/ Oscar B. Marx III
By:
--------------------------
Oscar B. Marx III
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 to this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Oscar B. Marx III Chief Executive Officer August 13, 2002
- ---------------------- and Director (Principal
Oscar B. Marx III Executive Officer)
/s/ Sandra L. Grouf Chief Financial Officer, August 13, 2002
- ---------------------- Treasurer and Secretary
Sandra L. Grouf (Principal Financial and
Accounting Officer)
/s/ Lon E. Bell Director August 13, 2002
- ----------------------
Lon E. Bell, Ph.D
2
/s/ Francois J. Castaing Director August 13, 2002
- ----------------------
Francois J. Castaing
/s/ John W. Clark Director August 13, 2002
- ----------------------
John W. Clark
/s/ Paul Oster Director August 13, 2002
- ----------------------
Paul Oster
/s/ James J. Paulsen Director August 13, 2002
- ----------------------
James J. Paulsen
3