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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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): July 22, 1997
AMERIGON INCORPORATED
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(Exact name of registrant as specified in it charter)
California 0-21810 95-4318554
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
5462 Irwindale Avenue, Irwindale, California 91706
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(Address of principal executive offices) (Zip Code)
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Item 2 of Amerigon Incorporated's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 6, 1997 is hereby amended and
restated in its entirety as follows:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of July 22, 1997, Amerigon Incorporated (the "Company") entered into
a definitive joint venture agreement with Yazaki Corporation, a Japanese
Company, pursuant to which IVS, Inc., a newly formed joint venture company
incorporated in California, is to develop and market the Company's
Interactive Voice System ("IVS-TM-") in the automotive aftermarket. A copy of
the joint venture agreement is filed as Exhibit 2.1 hereto and incorporated
herein by this reference. The information set forth below is qualified in its
entirety by reference to the joint venture agreement.
Under the terms of the joint venture agreement, the Company assigned
to IVS, Inc. all of its assets relating to the IVS-TM-, including
transferable licenses, designs and know-how, as well as certain equipment and
IVS-TM- inventory. Yazaki acquired a majority interest in IVS, Inc., with the
Company retaining a minority interest in such joint venture. The Company also
received from IVS, Inc. under the joint venture agreement the cash sum of
$1,000,000, and is further entitled under the joint venture agreement to
receive an additional cash sum of $1,000,000 from IVS, Inc. on or before July
22, 1998. The joint venture agreement contemplates that Yazaki will provide
the capital necessary to fund IVS, Inc.'s business strategy. Other than its
minority equity interest in IVS, Inc., the Company has no further continuing
interest in the IVS-TM- technology or products. It is anticipated that Joshua
M. Newman, a former director and officer of the Company, will serve as a
business consultant to IVS, Inc. and receive compensation in connection with
the joint venture.
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SIGNATURES
Pursuant to the requirements 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
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Registrant
Date: August 6, 1997
By: /s/ Scott O. Davis
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Scott O. Davis
Vice President Finance and
Chief Financial Officer
