SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [ ] 240.14a-11(c) or [ ]
240.14a-12
Amerigon Incorporated
_________________________________________________________________
(Name of Registrant as Specified in Its Charter)
Amerigon Incorporated
_________________________________________________________________
(Name of Persons Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[ ] Fees paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registrations Statement No.:
<PAGE>
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
<PAGE>
AMERIGON INCORPORATED
__________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 25, 1999
__________________
At 10:00 a.m., Pacific Standard time, on Monday, January 25,
1999 we will be holding a Special Meeting of Shareholders of
Amerigon Incorporated, a California corporation at the Company's
headquarters at 5462 Irwindale Avenue, Irwindale, California
91706 for the following purposes:
1. To approve a proposed amendment to the Company's Amended and
Restated Articles of Incorporation effectuating a 1-for-5 reverse
split of the Company's Common Stock and effectively increasing
the number of authorized shares of the Company's Common Stock in
relation to the outstanding shares; and
2. To transact any other business that may properly come before
the meeting or any adjournment thereof.
The reverse split of the Company's Common Stock is part of a
plan of compliance submitted by the Company to NASDAQ for
continued listing on the NASDAQ Small Cap Market. NASDAQ has
agreed to a conditional continued listing of the Company's
securities, subject to certain conditions, including the reverse
stock split. While there is no assurance that NASDAQ will not
delist the Company's securities even if the reverse split is
consummated, if the reverse stock split is not approved NASDAQ
will delist the Company's securities.
Please read this accompanying proxy statement. If you were
a shareholder of record at the close of business on December 7,
1998, you will be entitled to notice of and to vote at the
meeting and any adjournment thereof.
Please sign, date and complete the enclosed proxy and return
it promptly in the accompanying postage-prepaid, pre-addressed
envelope whether or not you expect to attend the meeting to
ensure that your shares will be represented. You have the right
to revoke your proxy any time before it is voted.
By Order of the Board of Directors,
Scott O. Davis
Secretary
Irwindale, California
December __, 1998
PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND MAIL
IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, IN ORDER TO
ENSURE THAT YOUR VOTES ARE COUNTED
<PAGE>
AMERIGON INCORPORATED
5462 IRWINDALE AVENUE
IRWINDALE, CALIFORNIA 91706
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 25, 1999
Why Did You Send Me This Proxy Statement?
We sent you this proxy statement because the Board of
Directors of Amerigon Incorporated (the "Company") is soliciting
proxies for use at a Special Meeting of Shareholders to be held
on January 25, 1999 and at any adjournment thereof. We are first
mailing this proxy statement to shareholders on or about December
[18], 1998. You are requested to sign, date and return the
enclosed proxy card in order to ensure that your shares are
represented at the meeting.
A form of proxy is enclosed for your use. If you properly
fill in your proxy card and send it to us in time to vote, your
"proxy" (one of the individuals named on your proxy card) will
vote your shares as you have directed. If you sign the proxy
card but do not make specific choices, the shares represented by
each properly executed unrevoked proxy will be voted "FOR" the
amendment to the Articles of Incorporation. If any other
business comes before the Special Meeting or any adjournment
thereof (including but not limited to matters of which the Board
of Directors is currently unaware), your proxy will vote in
accordance with his best judgment to the extent permitted by law,
including the rules of the Securities and Exchange Commission.
In addition to mailing proxy soliciting materials, Company
employees may solicit proxies in person or by telephone without
additional compensation. We will also ask banks, brokers and
other institutions, nominees and fiduciaries to forward their
proxy material to their principals and to obtain authority to
execute proxies and reimburse them for their costs, which we
estimate will not exceed $10,000.
May I Revoke My Proxy?
You may revoke your proxy at any time before it is
exercised, in any of three ways:
- You may inform the Secretary of the Company in writing of
your revocation.
- You may properly execute a proxy at a later date.
- You may vote in person at the meeting.
Who May Vote?
Only if you were a holder of record of Class A Common Stock
of the Company (the "Common Stock") at the close of business on
December 7, 1998 (the "Record Date") are you entitled to notice
of and to vote at the meeting or any adjournment thereof. On the
Record Date there were 12,550,445 shares of Common Stock issued
and outstanding.
How Many Votes Do I Have?
You have one vote for every share of Common Stock that you
have.
What is a Quorum and What are the Quorum Requirements?
In order for the Special Meeting to be valid, a sufficient
number of shares has to be present in person or by proxy. This
is known as a Quorum. A majority of the Company's outstanding
shares of Common Stock must be present, in person or by proxy, at
the Special Meeting to constitute a quorum.
<PAGE>
How Many Votes are Required to Approve the Amendment to the
Articles?
Under the Company's bylaws and applicable law, a majority of
the outstanding shares of Common Stock must approve the proposal
in order for it to pass.
Are there Shares that are Counted for Purposes of the Quorum
Requirement but not for Purposes of Approving the Proposal?
Yes, proxies that are marked "Abstain" and "broker non-
votes" (the votes of a broker or nominee who holds shares which
are represented at the Special Meeting but who has not been given
permission to vote on the proposal) will be counted as shares
that are present for the purpose of determining the presence of a
quorum but for purposes of determining the outcome of the
proposal, shares represented by such proxies will not be treated
as affirmative votes.
Amendment for Reverse Split of Common Stock
and Effective Increase in Authorized Shares of Common Stock
What does the Amendment do to the Articles?
The Board of Directors of the Company has approved and
recommends that you approve an amendment to the Company's Amended
and Restated Articles of Incorporation which would:
- Cause every five shares of issued and outstanding Common
Stock to become one Share of Common Stock. There were 12,550,445
outstanding shares of Common Stock as of December 7, 1998, which
means after the Amendment there would be 2,510,089 shares of
Common Stock. Each outstanding share of Common Stock will be
converted into one-fifth of a share of Common Stock, including
the 3,000,000 escrowed shares of Common Stock which are expected
to be converted to Class B Common Stock on April 30, 1999.
- Reduce the number of shares of Class A Common Stock from
40,000,000 to 20,000,000.
- Reduce the number of shares of Class B Common Stock from
3,000,000 to 600,000.
Please notice that while the number of shares of issued and
outstanding Common Stock will be reduced by five times, the
number of authorized common stock will only be reduced by half.
This would affect the ratio of authorized to outstanding Common
Stock and have the effect of increasing the number of authorized
shares of Company's Common Stock (even though the nominal number
of shares of authorized Common Stock are being reduced).
Here is the complete text of the amendment (the
"Amendment"), which would replace Paragraph (1) of Article I of
the current Articles of Incorporation of the Company:
(1) The total number of shares which the Corporation is
authorized to issue is 25,600,000, of which 20,000,000 shall
be Class A Common Stock, without par value, 600,000 shall be
Class B Common Stock, without par value, and 5,000,000 shall
be Preferred Stock, without par value.
On the effective date of the filing of this Amendment to the
Amended and Restated Articles of Incorporation (the
"Effective Date"), the Class A Common Stock of the
Corporation will be reverse split on a one-for-five basis so
that each share of Class A Common Stock issued and
outstanding immediately prior to the Effective Date shall
automatically be converted into and reclassified as one-
fifth a share of Class A Common Stock (the "Reverse Split").
No fractional shares will be issued by the Corporation as a
result of the Reverse Split. In lieu thereof, each
shareholder whose shares of Class A Common Stock are not
evenly divisible by five will receive an amount of cash
equal to the average of the last sale price of the pre-split
Class A Common Stock, as reported on the NASDAQ Small Cap
Market (or other market on which the Class A Common Stock is
trading) for the ten trading days immediately preceding the
Effective Date.
<PAGE>
When does the Amendment Become Effective?
If you and your fellow shareholders approve the Amendment,
upon filing of the Amendment with the California Secretary of
State, every old certificate will then automatically represent
one-fifth the number of shares of Common Stock than it did
before. After the Amendment becomes effective, the Company's
Exchange Agent will send you a letter asking you to surrender
your old certificates. When you surrender your old certificates,
a certificate representing the new proper number of shares of
Common Stock will be issued. However, your old certificate will
continue to be valid and will represent a number of shares equal
to one-fifth the number of shares of Common Stock you held
before, rounded down.
What if I have a Number of Shares Not Divisible by Five?
If you have a number of shares not divisible by five, you
will not receive fractional shares as a result of the Reverse
Split. Instead, all fractional shares will be canceled and we
will pay all affected shareholders an amount of cash equal to the
average of the last sale price of the shares before the reverse
split, as reported on the NASDAQ Small Cap Market (or other
market on which the Common Stock is then trading) for the ten
trading days immediately preceding the effective date of the
Amendment.
Why does the Amendment Also Reduce the Number of Authorized
Shares of Common Stock?
If the number of outstanding shares of Common Stock were
reduced by a factor of five without reducing the number of
authorized shares, that would result in a very large increase in
the number of shares available for issuance. Therefore, our
Amendment will reduce the number of authorized shares of the
Company's Common Stock by half, from 40,000,000 to 20,000,000.
However, because the issued and outstanding shares of the
Company's Common Stock will be reduced by a factor of five, the
Amendment still effectively increases the authorized number of
shares of the Company's Common Stock and this has implications
that are discussed below that you should consider.
Why does the Amendment Also Reduce the Number of Authorized
Shares of Class B Common Stock?
The Class B Common Stock is stock that we know might be used
to replace 3,000,000 shares of Common Stock that are currently in
escrow. Since those 3,000,000 shares of Common Stock in escrow
will become 600,000 shares after the Amendment, we have changed
the authorized number of shares of Class B Common Stock from
3,000,000 to 600,000 correspondingly.
Will the Voting and Other Rights of My Common Stock be Changed by
the Amendment?
No.
Why are You Recommending this Amendment?
The Board of Directors believes the Amendment is desirable
for several reasons.
- The reduction in the number of issued and outstanding shares
of Common Stock will probably increase the market price of the
Common Stock. This may result in a broader market for the Common
Stock than that which currently exists, in part because the
Company's Common Stock may qualify for trading with additional
brokerage houses and institutional investors.
- The expected increase in price level may return the Company
to compliance with the $1.00 minimum bid price requirement for
continued listing on the Nasdaq Small Cap Market. The Company
had a hearing with the NASD regarding continued listing on
November 13, 1998 and proposed to do a reverse stock split as
part of a compliance plan. NASDAQ has agreed to a continued
conditional listing of the Company's securities if the Company
complies with a number of requirements, including the reverse stock
split. If the reverse split is not approved, the Company's Class A
Common Stock and Class A Warrants will be delisted.
<PAGE>
- The expected increased price level may also encourage
interest and trading in the Common Stock and possibly promote
greater liquidity for the Company's shareholders, although the
reduced number of shares after the Amendment may actually hurt
liquidity.
Are These Results Guaranteed?
No, there can be no assurance that any or all of these
effects will occur. Specifically:
- You should not assume that the market price per share of
Common Stock after the Amendment will be five times the market
price per share of Common Stock before the Amendment, or that
such price will either exceed or even remain in excess of the
current market price.
- The market for the Common Stock might not be improved.
Shareholders should note that the Board of Directors cannot
predict what effect the Reverse Split will have on the market
price of the Common Stock.
- Because there are other requirements for continued listing
on the Nasdaq Small Cap Market and Nasdaq's conditional listing is
contingent on the Company complying with a number of requirements
including but not limited to the reverse stock split, Nasdaq might
delist the Company's securities even if the reverse stock split is
completed.
Does this Amendment Affect the Company's Ability to Issue More
Shares?
Yes. Since the Amendment would reduce the authorized number
of shares of the Company's Common Stock by half but reduce the
number of authorized and outstanding shares of the Company's
Common Stock by five, the effective number of authorized but
unissued shares of Common Stock is increased. This additional
authorized Common stock could be for a variety of purposes,
including financing transactions, acquisitions and other
corporate purposes.
The Board of Directors believes the adoption of the
Amendment is advisable because it gives the Company more
flexibility to undertake future financings, undertake
acquisitions, grant stock options, and carry out other corporate
objectives. However, the issuance of additional shares of Common
Stock may, among other things, dilute the equity or book value
per share, earnings per share and voting rights of current
holders of Common Stock.
Will the Amendment have any Anti-Takeover Effects?
The existence of unissued and unreserved Common Stock may
enable the Board of Directors to issue shares to persons friendly
to current management which could render more difficult or
discourage an attempt to obtain control of the Company by means
of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of the Company's management.
How does the Amendment Affect Warrants?
The Reverse Split would also affect the outstanding Class A
Warrants and other outstanding warrants and options of the
Company by reducing the number of shares subject to such warrants
and options on a 1 for 5 basis and increasing the exercise price
by multiplying the current exercise price by 5.
What if I Oppose the Amendment but the Amendment is Approved
Anyway?
If the Amendment is approved, you have no dissenters' rights
under California law with regards to the Reverse Split or the
other effects of the Amendment.
Will the Amendment effect the Registration of the Common Stock?
The Common Stock is currently registered under Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") and,
as a result, the Company is subject to the periodic reporting and
other requirements of the
<PAGE>
Exchange Act. The Amendment will not affect the registration of
the Common Stock under the Exchange Act.
How Do I Exchange My Stock Certificates?
As soon practical, the Company's Exchange Agent will send
you a letter of transmittal. The letter of transmittal will
contain instructions for the surrender of certificate(s)
representing the number of shares held before the Amendment to
the Company's Exchange Agent. Once you properly complete and
sign the letter of transmittal and return it to the Exchange
Agent, together with your old certificate(s), you will be
entitled to receive a certificate representing the number of
shares of Common Stock into which your old number of shares
have been reclassified and changed as a result of the
Amendment as well as cash in lieu of any fractional shares.
Please do not submit any certificates until requested to do
so.
You will not receive a new certificate until you have
surrendered your old certificate(s) together with the properly
completed and executed letter of transmittal to the Exchange
Agent.
What are the Federal Income Tax Consequences of the Amendment?
We do not expect any significant adverse federal income tax
consequences associated with the Reverse Split or the other
changes effected by the Amendment. The transaction should be
treated as a reorganization under Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended, and the applicable
Treasury Regulations, judicial authority and current
administrative rulings and practices in effect on the date of
this Proxy Statement. For example, your aggregate basis in the
shares will be the same (i.e., no gain or loss recognized) and
the holding period will continue. However, where the Company
purchases fractional or other shares of shareholders, such
transaction will have federal income tax consequences associated
with the purchase and sale of stock by an issuer.
What We Recommend You to Do
We need a majority of the issued and outstanding shares of
Common Stock to approve the Amendment. We recommend you approve
the Amendment.
Interests of Certain Persons in Matters to be Acted Upon
None.
<PAGE>
Principal Shareholders
The table below shows, as of December 7, 1998, the Company's
Common Stock owned by (i) each person who we know owns
beneficially more than 5% of the outstanding shares of Common
Stock; (ii) each director of the Company and (iii) all executive
officers and directors of the Company as a group. We are not
aware of any person who is not a Company director or executive
officer who beneficially owns more than 5% of the outstanding
Common Stock.
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Name and Address of of Beneficial Class
Beneficial Owner<1> Ownership
- ------------------- ------------- ----------
<S> <C> <C>
Lon E. Bell <2><3><4> 3,568,218 28.4%
Richard A. Weisbart <5> 50,000 <10>
Scott O. Davis <6> 13,334 <10>
James L. Mertes <9> 11,772 <10>
Daniel R. Coker <7> 19,083 <10>
Roy A. Anderson <8> 65,000 <10>
John W. Clark <8> 50,000 <10>
Michael R. Peevey <8> 35,000 <10>
Roland C. Bouchard 0 0%
All executive officers
and directors as a group
(9 persons) <2><3><4> 3,812,407 30.3%<5><6><7><8><9>
- -----------------------
<FN>
<1> For all shareholders listed, the address is c/o Amerigon
Incorporated, 5462 Irwindale Avenue, Irwindale, California 91706.
<2> 2,592,903 of the shares are held in an escrow which was
created in connection with the Company's initial public offering.
Dr. Bell has sole voting power over such shares, but has an
economic interest in such shares only to the extent conditions
for release from the escrow are satisfied. See "Escrow Shares"
below.
<3> Includes an aggregate of 79,998 shares which Dr. Bell has
transferred to three trusts created for the benefit of his
children. Dr. Bell and his wife are co-trustees of these trusts
and share voting power and investment power with respect to these
shares.
<4> Dr. Bell has granted options to purchase an aggregate of
597,108 shares of his Common Stock to certain executive officers
and employees of the Company as follows: Mr. Coker, 5,000 shares;
other employees, former employees and consultants, 592,108
shares. Of these options, options to purchase 510,566 shares of
Common Stock relate to Dr. Bell's Escrow Shares and are
exercisable only at such time, if ever, as the Escrow Shares are
released as Common Stock from Escrow, and the remaining options
do not relate to Escrow Shares. All of the 597,108 shares
issuable upon the exercise of these options are reported in the
above table as being beneficially owned by Dr. Bell. With
respect to the other persons named in the table, the shares
covered by these options are reported as being beneficially owned
by such persons only to the extent that their respective options
are exercisable on or before February 5, 1999. The shares
covered by options granted by Dr. Bell have been tabulated only
once for purposes of determining the beneficial ownership of all
directors and officers as a group.
<5> These shares have vested or will vest within sixty (60) days
of the record date and are included in 150,000 shares issuable
upon exercise of options granted to such executive officer under
the Company's 1993 Stock Option Plan.
<PAGE>
<6> These shares have vested or will vest within sixty (60) days
of the record date and are included in 40,000 shares issuable
upon exercise of options granted to such executive officer under
the Company's 1993 Stock Option Plan.
<7> Includes 4,500 shares which have vested or will vest within sixty
(60) days of the record date and are included in 44,500 shares issuable
upon exercise of options granted to such executive officer under the
Company's 1993 Stock Option Plan, 13,333 shares which have vested or
will vest within sixty (60) days of the record date and are included
in 30,000 shares issuable upon exercise of options granted to such
executive officer under the Company's 1997 Stock Option Plan and 1,250
shares issuable upon exercise of options granted by Dr. Bell, which
have vested to date. Does not include 3,750 shares issuable upon
exercise of options to purchase Dr. Bell's Escrow Shares, which vest
only at such time, if ever, as the Escrow Shares are released from
Escrow.
<8> Includes, as to each of Messrs. Anderson, Clark, and Peevey,
21,667, 16,667 and 11,667 shares, respectively, issuable upon
exercise of options granted to such directors under the Company's
1993 Stock Option Plan and 43,333, 33,333, and 23,333,
respectively, issuable upon exercise of options granted to such
directors under the Company's 1997 Stock Option Plan.
<9> These shares have vested or will vest within sixty (60) days
of the record date and are included in 54,555 issuable upon
exercise of Options granted to such executive officer under the
Company's 1993 and 1997 Stock Option Plans.
<10> Less than 1%.
</FN>
</TABLE>
What are the Escrow Shares?
In order to provide incentive to the management of the
Company to achieve certain stock price and income targets, and as
a condition of the Company's Initial Public Offering ("IPO") in
June 1993, the Company's then existing shareholders (the
"Original Shareholders") placed 3,000,000 shares (the "Escrow
Shares") of Common Stock into escrow ("Escrow") pursuant to an
agreement by and among the Original Shareholders, the Company,
and the escrow agent (the "Escrow Agreement"). If certain
conditions are met, referee to as "Escrow Target I," 1,000,000
shares will automatically be released from Escrow to the Original
shareholders, and if certain other conditions are satisfied,
referred to as "Escrow Target II," another 2,000,000 shares will
be released form Escrow. Escrow Targets I and II are subject to
adjustment upon certain issuances of Common Stock. The Escrow
Agreement will terminate upon the earlier of the release of all
the Escrow Shares or April 30, 1999 (the "Escrow Period").
During the Escrow Period, the Original Shareholders may vote, but
may not transfer, the Escrow Shares. However, options for Escrow
Shares may be granted. Here are the conditions for release of
the Escrow Shares:
(a) Escrow Target I: If the Company's Minimum Pretax Income (as
defined below) for the fiscal year ending December 31, 1998
equals or exceeds the following amounts, as adjusted to date:
(if) (i) none of the presently outstanding options or warrants
are exercised, $20,373,000, and (ii) all of such options or
warrants (except outstanding warrants issued in connection with
the IPO and outstanding options granted under the 1993 Stock
Option Plan (collectively, the "Excluded Options and Warrants"))
are exercised, $33,883,000, 1,000,000 of the Escrow Shares will
be released.
(b) Escrow Target II: The remaining 2,000,000 shares held in
Escrow will be released in the event that the Company's Minimum
Pretax Income (as defined below)<1> for fiscal year ending December
31, 1998 equals or exceeds the following amounts, as adjusted to
date: (i) none of the presently outstanding options or warrants
are exercised, $30,560,000, and (ii) assuming all of such options
(other than the Excluded Options and Warrants) are exercised),
$50,825,000.
- ---------------------
[FN]
<1> "Minimum Pretax Income" means for any fiscal year the Company's
net income before provision for income taxes and exclusive of (i)
any extraordinary items, (ii) charges to income resulting from
the release of the Escrow Shares or (iii) charges to income
resulting from options granted by Dr. Bell or of options granted
under the Company's 1993 Stock Option Plan, as reflected in the
Company's audited financial statements. The Escrow Agreement
provides that the minimum pretax income conditions in Escrow
Target I and Escrow Target II be adjusted for any issuance of
Common Stock after the IPO other than stock issued upon the
exercise of the underwriter's over-allotment option granted in
connection with the IPO, the underwriter's warrants granted in
connection with the IPO or options under the 1993 Stock Option
Plan.
</FN>
<PAGE>
What Happens to the Escrow Shares if Escrow Target I and/or
Escrow Target II Are Not Met?
On April 30, 1999, all shares that have not been released
from Escrow will automatically be exchanged for shares of Class B
Common Stock, which will then be released from Escrow. The Class
B Common Stock is of limited economic value because it is neither
transferable nor convertible and its rights with respect to
dividends and liquidation distributions are inferior to those of
the Class A Common Stock.
Furthermore, any money, securities, rights or property
distributed in respect of the Escrow Shares, including any
property distributed as dividends or pursuant to any stock split,
merger, recapitalization, dissolution, or total or partial
liquidation of the Company, shall be held in Escrow until release
of the Escrow Shares. These dividends or other distributions
made with respect to Escrow Shares for which the relevant
earnings levels have not been reached within the Escrow Period
will be forfeited and contributed to the capital of the Company
on April 30, 1999.
Pursuant to the terms of a shareholders agreement among the
Original Shareholders, if Class B Common Stock is issued at the
end of the Escrow Period, and if any such shareholder, or the
beneficiary of the trust which is the shareholder, is not or
ceases to be an employee, director or consultant of the Company,
then all of his shares of Class B Common Stock will be forfeited
and contributed to the capital of the Company by the shareholder
for no additional consideration. In addition, the agreement
provides that Class B Common Stock may be forfeited by each
shareholder in order to ensure that each shareholder will hold no
more than one share of Class B Common Stock for each share of
Common Stock held by such shareholder, if only Escrow Target I
has been met (after giving effect to the release of one-third of
the Escrow Shares to such shareholder), or no more than three
shares of Class B Common Stock for each share of Common Stock
held by such shareholder, if neither target is met.
Who Owns the Escrow Shares?
Here are the number of Escrow Shares owned by all
shareholders of the Company:
Dr. Bell......................................2,592,903
Allen Gillespie.................................218,100
Robert Diller...................................129,000
Trust for the Benefit of Dr. Bell's Children.....59,997
---------
3,000,000
=========
On Submitting Proposals for Our Next Annual Meeting
If you wish to present a proposal at the next Annual Meeting
of Shareholders to be held in June, 1999, we must received it at
our principal executive offices at 5462 Irwindale Avenue,
Irwindale, California 91706 by January 13, 1999 in order for the
proposal to be considered for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
Other Matters
If any matters not referred to in this proxy statement
should properly come before the meeting, your "proxy" will vote
your shares represented by the proxy in accordance with his or
her judgment. We are not aware of any such matters which may be
presented for action at the meeting. Your proxy may also vote
your shares on matters regarding the conduct of the meeting.
<PAGE>
By Order of the Board of Directors,
Scott O. Davis
Secretary
Irwindale, California
December __, 1998
<PAGE>
PROXY
AMERIGON INC.
5462 IRWINDALE AVENUE
IRWINDALE, CALIFORNIA 91706
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints
Lon E. Bell and Scott A. Davis as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent
and to vote, as designated below, all the shares of Class A
Common Stock of Amerigon Incorporated held of record by the
undersigned on December 7, 1998 at the special meeting of
stockholders to be held on January 25, 1999 or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL (1) AND, WITH
RESPECT TO ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE SPECIAL
MEETING, IN THE DISCRETION OF LON E. BELL AND SCOTT A. DAVIS IN
ACCORDANCE WITH THEIR BEST JUDGMENT.
[X] Please mark your votes as in this example
PROPOSAL (1): Amendment to the Company's Amended and Restated
Articles of Incorporation effectuating a 1-for-5
reverse split of the Company's Common Stock and
certain other changes to the Company's Common
Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
<PAGE>
Note: Please sign exactly as your name appears on this proxy
card. If shares are held jointly, each holder should sign.
Executors, administrators, trustees, guardians, attorneys and
agents should give their full titles. If the stockholder is a
corporation, sign in full corporate name by the authorized
officer.
________________________________
Signature
________________________________
Signature (if jointly held)
Dated: _________________, 199_
