As filed with the Securities and Exchange Commission on October 29, 2002.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERIGON INCORPORATED
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(Exact name of registrant as specified in its charter)
California 95-4318554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5462 Irwindale Avenue
Irwindale, California 91706
(Address of principal executive offices)
AMERIGON INCORPORATED 1997 STOCK INCENTIVE PLAN
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(Full title of the plan)
Oscar B. Marx III
Amerigon Incorporated
5462 Irwindale Avenue
Irwindale, California 91706
(626) 815-7400
(Name, address, and telephone number, including area code, of agent for service)
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COPY TO:
John A. Laco, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2889
(213) 430-6000
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum registration
registered offering price aggregate fee
per unit offering price
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Common Stock, no 500,000 $1.1125(2) $556,250(2) $51.18(2)
par value shares(1)
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(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, options and other rights to purchase or
acquire the shares of Common Stock covered by the Prospectus and,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), an additional indeterminate number of shares,
options and rights, which by reason of certain events specified in the
Amerigon Incorporated 1997 Stock Incentive Plan, as amended (the "Plan")
may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock on October 28,
2002 as reported on the Nasdaq SmallCap Market.
The Exhibit Index for this Registration Statement is at page 4.
PART I
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INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
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INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Amerigon Incorporated (the "Registrant") filed Registration
Statements relating to the Plan on Form S-8 with the Commission on January 9,
1998 (Registration No. 333-44007) and May 24, 2001 (Registration No. 333-61632).
The contents of which are incorporated herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
ITEM 8. EXHIBITS
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See the attached Exhibit Index at page 4.
1
SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irwindale, State of California, on October 28,
2002.
AMERIGON INCORPORATED
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By: /s/ O.B. Marx III
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Oscar B. Marx III
Chief Executive Officer and Director
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature
appears below constitutes and appoints Oscar B. Marx III and Sandra L. Grouf,
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement (or any other
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ O.B. Marx III Chief Executive Officer and October 28, 2002
- ------------------------- Director (Principal Executive
Oscar B. Marx III Officer)
/s/ Sandra L. Grouf Chief Financial Officer,
- ------------------------- Treasurer and Secretary October 28, 2002
Sandra L. Grouf (Principal Financial and
Accounting Officer)
/s/ Lon E. Bell Vice Chairman of the Board October 28, 2002
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Lon E. Bell, Ph.D
/s/ Francois Castaing Director October 2, 2002
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Francois J. Castaing
/s/ John W. Clark Director October 28, 2002
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John W. Clark
/s/ Paul Oster Director October 3, 2002
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Paul Oster
2
SIGNATURE TITLE DATE
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/s/ James J. Paulsen Director October 3, 2002
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James J. Paulsen
3
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Amerigon Incorporated 1997 Stock Incentive Plan (as Amended and Restated
April 30, 2002) (1)
4.2 Form of Employee Combination Incentive/Nonqualified Stock Option Agreement
4.3 Form of Non-Employee Director Nonqualified Stock Option Agreement (1)
5.1 Opinion of Counsel regarding the legality of the common stock to be issued
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney (included in this Registration Statement on page 2)
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(1) Previously filed and incorporated by reference as Appendix A to the
Company's Definitive Proxy Statement on Schedule 14A filed with the
Commission on April 30, 2002 (file number 000-21810)
4