SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 8, 1999
AMERIGON INCORPORATED
---------------------------------------
(Exact name of registrant as specified in its charter)
California 0-21810 95-4318554
- ------------------ -------------- -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5462 Irwindale Avenue, Irwindale, California 91706
- ----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (626) 815-7400
Not appliable.
(Former name or former address, if changed since last report.)
Item 1. Change in Control of Registrant.
On June 8, 1999, Amerigon Incorporated (the "Company") completed
a private placement of 4,500 shares of convertible preferred
stock designated as Series A Preferred Stock to Westar Capital II
LLC ("Westar") and 4,500 shares of Series A Preferred Stock to
Big Beaver Investments LLC ("Big Beaver," Westar and Big Beaver
are collectively referred to herein as the "Investors") pursuant
to a Securities Purchase Agreement dated March 29, 1999 between
Amerigon and the Investors. The Investors, which are both
private investment companies, paid consideration in an aggregate
amount of $9,001,000 for the Series A Preferred Stock as well as
contingent warrants which are exercisable to the extent that
warrants held by entities other than Investors are exercised.
The net proceeds to the Company were approximately $6,901,000,
reflecting transaction costs and the repayment of a $1.2 million
bridge loan from an affiliate of the Investors.
The Series A Preferred Stock has voting rights equal to the
number of shares the Series A Preferred Stock is convertible into
and the Series A Preferred Stock can convert into a number of
shares of Amerigon Common Stock, no par value, equal to the
Series A Preferred Stock's liquidation preference divided by the
conversion price. Each share of Series A Preferred Stock has a
liquidation preference equal to $1,000 plus accrued but unpaid
dividends and an initial conversion price of $1.675, subject to
anti-dilution adjustment. As of June 8, 1999, the Series A
Preferred Stock purchased by the Investors represented
approximately 74% of the voting power of the Company.
Pursuant to the terms of the Series A Preferred Stock, the size
of the Board of Directors was fixed at 7 and the holders of the
Series A Preferred Stock have the right to elect 5 of the 7
Directors. As is further explained in a joint Schedule 13D dated
April 8, 1999, the Investors agreed to vote for 2 nominees
selected by Westar, 2 nominees selected by Big Beaver and 1
nominee mutually agreeable to the Investors who is an auto
industry expert.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Exhibits.
Exhibit Number Description
3.1 Certificate of Determination of Rights,
Preferences and Privileges of Series A
Preferred Stock of the Company filed with the
California Secretary of State May 26, 1999
5.1 Securities Purchase Agreement dated March 29,
1999 by and among the Company, Westar Capital
II LLC and Big Beaver Investments LLC<F1>
5.2 Investors' Rights Agreement dated June 8,
1999 by and among the Company, Westar Capital
II LLC and Big Beaver Investments LLC
5.3.1 Contingent Warrant dated June 8, 1999 from
the Company to Westar Capital II LLC relating
to Class A Warrants of the Company
5.3.2 Contingent Warrant dated June 8, 1999 from
the Company to Big Beaver Investments LLC
relating to Class A Warrants of the Company
5.3.3 Contingent Warrant dated June 8, 1999 from
the Company to Westar Capital II LLC relating
to the Unit Purchase Option of the Company
5.3.4 Contingent Warrant dated June 8, 1999 from
the Company to Big Beaver Investments LLC
relating to the Unit Purchase Option of the
Company
5.3.5 Contingent Warrant dated June 8, 1999 from
the Company to Westar Capital II LLC relating
to warrants issued to Spencer Trask
Securities Incorporated and affiliates
5.3.6 Contingent Warrant dated June 8, 1999 from
the Company to Big Beaver Investments LLC
warrants issued to Spencer Trask Securities
Incorporated and affiliates
5.3.7 Contingent Warrant dated June 8, 1999 from
the Company to Westar Capital II LLC relating
to warrants issued to Lido Consulting and
Sutro and Company
5.3.8 Contingent Warrant dated June 8, 1999 from
the Company to Big Beaver Investments LLC
warrants issued to Lido Consulting and Sutro
and Company
99.1 Press release issued June 9, 1999.
[FN]
<F1> Previously filed as an exhibit to the Company's Current
Report on Form 10-K for the period ended December 31, 1998, and
incorporated herein by reference.
</FN>
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 thereunto duly
authorized.
AMERIGON INCORPORATED
By: /s/ Lon E. Bell
------------------------
Lon E. Bell
Chief Executive Officer
Date: June 18, 1999