<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-K/A
Amendment No. 1
TO
ANNUAL AND TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 0-21810
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.)
404 E. HUNTINGTON DRIVE, MONROVIA, CALIFORNIA 91016
______________________________________________ ______________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 932-1200
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
None
_________________________ _______________________________________________
_________________________ _______________________________________________
_________________________ _______________________________________________
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, no par value
______________________________________________________________________________
(Title of Class)
Class A Warrants
______________________________________________________________________________
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the average bid and asked prices of
such stock as of March 24, 1997, was $36,732,500. (For purposes of this
computation, the registrant has excluded the market value of all shares of
its Common Stock reported as being beneficially owned by executive officers
and directors of the registrant; such exclusion shall not be deemed to
constitute an admission that any such person is an "affiliate" of the
registrant.)
At March 24, 1997 the registrant had outstanding 12,542,500 shares of
Class A Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 1997
Annual Meeting of Shareholders to be filed with the Commission within 120
days after the close of the registrant's fiscal year are incorporated by
reference into Part III.
<PAGE>
PART III
Part III of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1997 is hereby amended and
restated in its entirety to read as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference from
the information contained under the captions entitled "Election of
Directors," "Executive Officers and Significant Employees" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's definitive proxy
statement to be filed with the Commission in connection with the Company's
1997 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from
the information contained under the captions entitled "Executive
Compensation," "Option Grants During the Year Ended December 31, 1996,"
"Aggregate Option Exercises in the Year Ended December 31, 1996 and Year-End
Values," "Director Compensation" and "Compensation Committee Interlocks and
Insider Participation" in the Company's definitive proxy statement to be
filed with the Commission in connection with the Company's 1997 Annual
Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference from
the information contained under the captions entitled "Principal Shareholders"
and "Escrow Shares" in the Company's definitive proxy statement to be filed
with the Commission in connection with the Company's 1997 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from
the information contained under the captions entitled "Certain Transactions"
and "Compensation Committee Interlocks and Insider Participation" in the
Company's definitive proxy statement to be filed with the Commission in
connection with the Company's 1997 Annual Meeting of Shareholders.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMERIGON INCORPORATED
By: /s/ Lon E. Bell
---------------------------------------
Lon E. Bell, Ph.D.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
May 6, 1997
---------------------------------------
(Date)
