FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 14, 2006

 


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, 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 in 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))

 



Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure

On June 14, 2006, Amerigon Incorporated (the “Company”) publicly announced that the Company had completed the conversion of all of the remaining outstanding shares of its Series A Convertible Preferred Stock into shares of Amerigon Common Stock. A copy of the original Company news release making such announcement is filed as Exhibit 99.1 to this report and is incorporated in this report by reference. The information in this Section 7, Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly stated by specific reference in such filing.

Section 9 Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit 99.1    Company News Release dated June 13, 2006


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

By:

 

/s/ Barry Steele

 

Barry Steele,

 

Chief Financial Officer and Secretary

Date: June 14, 2006


Exhibit Index     
99.1    Company News Release dated June 13, 2006
Company News Release

EXHIBIT 99.1

NEWS RELEASE for June 13, 2006

 

Contact:   

Allen& Caron Inc

  

Jill Bertotti (investors)

  

jill@allencaron.com

  

Len Hall (media)

  

len@allencaron.com

  

(949) 474-4300

AMERIGON ANNOUNCES VOLUNTARY CONVERSION OF PREFERRED STOCK

INTO COMMON STOCK

NORTHVILLE, MI (June 13, 2006) . . .. Amerigon Incorporated (Nasdaq:ARGN), a leader in developing products based on advanced thermoelectric (TE) technologies for a wide range of global markets and applications, today announced that the Company had completed the conversion of all of the remaining outstanding shares of its Series A Convertible Preferred Stock into shares of Amerigon Common Stock, no par value.

These transactions resulting from the voluntary conversion by the Preferred Stockholders closed on June 12, 2006 and converted 4,500 shares of the Series A Convertible Preferred Stock into 2,686,566 shares of the Common Stock. Following these transactions, there are now 21,251,541 shares of Common Stock outstanding.

President & CEO Dan Coker commented, “We view this transaction as the completion of our transition from a start-up development stage venture to a growing enterprise with an exciting future. We have been successful in achieving our goals of growing revenues and net income and we believe our solid performance over the last several quarters is beginning to be recognized by the investment markets allowing us to strengthen our capital structure, increase the public float and improve our liquidity.”

About Amerigon

Amerigon (Nasdaq: ARGN) develops products based on its advanced, proprietary, efficient thermoelectric (TE) technologies for a wide range of global markets and heating and cooling applications. The Company’s current principal product is its proprietary Climate Control Seat (CCS™) system, a solid-state, TE-based system that permits drivers and passengers of vehicles to individually and actively control the heating and cooling of their respective seats to ensure maximum year-round comfort. CCS, which is the only system of its type on the market today, uses no CFCs or other environmentally sensitive coolants. Amerigon maintains sales and technical support centers in Los Angeles, Detroit, Japan, Germany and England.

Certain matters discussed in this release are forward-looking statements that involve risks and uncertainties, and actual results may be different. Important factors that could cause the Company’s actual results to differ materially from its expectations in this release are risks that sales may not significantly increase, additional financing, if necessary, may not be available, new competitors may arise and adverse conditions in the automotive industry may negatively affect its results. The liquidity and trading price of its common stock may be negatively affected by these and other factors. Please also refer to Amerigon’s Securities and Exchange Commission filings and reports, including but not limited to its Form 10-Q for the period ending March 31, 2006 and its Form 10-K for the year ended December 31, 2005.

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