UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): March 30, 2011
AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
| | | | |
| Michigan | | 0-21810 | | 95-4318554 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 21680 Haggerty Road, Ste. 101, Northville, MI | | 48167 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (248) 504-0500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 250.13e-4(c)) |
Amerigon Incorporated (“Amerigon”) filed a shelf registration statement on Form S-3 (File No. 333-171787) (the “Registration Statement”) including an accompanying prospectus (the “Base Prospectus”) with the Securities and Exchange Commission (the “SEC”) on January 20, 2011. The Registration Statement was declared effective by the SEC on January 28, 2011. Amerigon filed a prospectus supplement to the Base Prospectus with the SEC on March 30, 2011 (the “Prospectus Supplement”).
In connection with the Registration Statement and the filing of the Prospectus Supplement, this Current Report on Form 8-K is being filed to update the opinion letter of Honigman Miller Schwartz and Cohn LLP filed as Exhibit 5.1 to the Registration Statement relating to the legality of the issuance and sale of the securities to be offered and sold under the Registration Statement and to add the opinion letter of Honigman Miller Schwartz and Cohn LLP as Exhibit 8.1 to the Registration Statement with respect to certain tax matters (a copy of each of the opinion letters of Honigman Miller Schwartz and Cohn LLP is attached to this Current Report on Form 8-K as Exhibit 5.1 and Exhibit 8.1, respectively).
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit Number | | Description |
| |
| 5.1* | | Opinion Letter of Honigman Miller Schwartz and Cohn LLP as to the issuance and sale of the securities |
| |
| 8.1* | | Opinion Letter of Honigman Miller Schwartz and Cohn LLP as to certain tax matters |
| |
| 23.1* | | Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.1 and 8.1) |
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 hereunto duly authorized.
| | | | |
| | AMERIGON INCORPORATED |
| | |
| Date: March 30, 2011 | | By: | | /S/ BARRY G. STEELE |
| | Barry G. Steele, |
| | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
5.1* | | Opinion Letter of Honigman Miller Schwartz and Cohn LLP as to the issuance and sale of the securities |
| |
8.1* | | Opinion Letter of Honigman Miller Schwartz and Cohn LLP as to certain tax matters |
| |
23.1* | | Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.1 and 8.1) |
