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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 4, 1997
REGISTRATION NO. 34-000-21810
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMERIGON INCORPORATED
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(Exact name of registrant as specified in its charter)
California 95-4318554
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
404 East Huntington Drive, Monrovia, California 91016
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(Address of Principal Executive Offices) (Zip Code)
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<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to General become effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent
following box. / / registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the
following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A Warrants
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(Title of class)
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Items 1 and 2 of the Company's Form 8-A filed with the Commission on
December 6, 1996 (File No. 000-21810) are amended to read in their entirety
as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Securities -- Class A Warrants" in Amendment No. 1
to the Company's Registration Statement on Form S-2 filed with the
Securities and Exchange Commission (the "Commission") on January 15,
1997 (the "Registration Statement"), which is hereby incorporated
herein by reference.
ITEM 2. EXHIBITS.
1.1.1 Amended and Restated Articles of Incorporation (the
"Articles") of the Company (previously filed as an exhibit
to the Company's Registration Statement on Form SB-2,
File No. 33-61702-LA (the "Form SB-2") and incorporated
herein by reference).
1.1.2 Certificate of Amendment to the Articles (filed as Exhibit
3.1.2 to Amendment No. 1 to the Registration Statement and
incorporated herein by reference).
1.2 Bylaws of the Company as amended to date (previously filed as
an exhibit to the Form SB-2 and incorporated herein by
reference).
2.1 Form of Warrant Agreement to be entered into among the Company,
U.S. Stock Transfer Corporation, as Warrant Agent, and
D.H. Blair Investment Banking Corp. (filed as Exhibit 4.1 to
Amendment No. 1 to the Registration Statement and incorporated
herein by reference).
2.2 Form of Warrant Certificate for Class A Warrant (filed as
Exhibit 4.2 to Amendment No. 1 to the Registration Statement and
incorporated herein by reference).
2.3 Form of Specimen Certificate of Company's Class A Common Stock
(previously filed as an exhibit to the Form SB-2 and
incorporated herein by reference).
3.1 Escrow Agreement among the Company, U.S. Stock Transfer
Corporation and the shareholders named therein (previously filed
as an exhibit to the Form SB-2 and incorporated herein by
reference).
3.2 Stock Purchase Agreement and Registration Rights Agreement
between the Company and Fidelity Copernicus Fund, L.P. and
Fidelity Galileo Fund, L.P., dated December 29, 1995 (previously
filed as an exhibit to the Company's Current Report on Form
8-K filed January 5, 1996 (the "Form 8-K") and incorporated
herein by reference).
3.3 Stock Purchase Agreement and Registration Rights Agreement
between the Company and HBI Financial Inc., dated December 29,
1995 (previously filed as an exhibit to the Form 8-K and
incorporated herein by reference).
3.4 Shareholders Agreement, dated May 13, 1993, by and among the
Company and the shareholders named therein (previously filed
as an exhibit to the Form SB-2 and incorporated herein by
reference).
3.5 Form of Underwriter's Unit Purchase Option (filed as Exhibit
10.3 to Amendment No. 1 to the Registration Statement and
incorporated herein by reference).
3.6 Form of Underwriter's warrant (filed as an exhibit to the Form
SB-2 and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Los Angeles, State of California, on this 4th day of February, 1997.
AMERIGON INCORPORATED
By: /s/ R. John Hamman, Jr.
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R. John Hamman, Jr.
Vice President of Finance and
Chief Financial Officer
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