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AMERIGON INCORPORATED
PROSPECTUS SUPPLEMENT DATED MARCH 7, 1997
TO PROSPECTUS DATED FEBRUARY 12, 1997
RECENT DEVELOPMENTS
On March 3, 1997, the Company entered into a non-binding letter of intent
with a foreign company (the "Potential Co-Venturer") pursuant to which the
Company, another party and such Potential Co-Venturer would, subject to the
satisfaction of certain conditions specified in the letter of intent, establish
a new company to develop and market the IVS-TM- product in the automotive
aftermarket. The general terms of the joint venture would require the Company to
contribute to the joint venture company all of its assets relating to the
IVS-TM- product in exchange for a 16.25% fully diluted equity interest in such
company and payment to the Company of $2,000,000 in cash within one year of the
parties' execution of a definitive joint venture agreement. The Potential
Co-Venturer is to contribute capital agreed by the parties to be necessary to
fund the joint venture company's business strategy, in exchange for, among other
things, a 60% fully diluted equity interest in such company and the exclusive
rights to manufacture, market and sell to automotive and other industries' OEMs
all products developed by the joint venture company. It is also contemplated
that interim funding of not more than $1,000,000 would be provided by the
Potential Co-Venturer prior to consummation of the joint venture transaction.
Shares representing the remaining 23.75% equity interest in the joint venture
company would be reserved for key officers, working directors and employees of
the joint venture company through a stock option plan. The letter of intent is
non-binding, and the consummation of the joint venture is subject to numerous
conditions, including satisfactory completion of due diligence and the execution
of a definitive joint venture agreement. No assurance can be given that the
parties will ultimately enter into a definitive joint venture agreement, that
the interim funding will be supplied by the Potential Co-Venturer, or that the
joint venture will be consummated.
