UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number: 0 - 21810

AMERIGON INCORPORATED

(Exact name of registrant as specified in its charter)

 

Michigan		95-4318554
(State or other jurisdiction of incorporation or organization)		(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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨            Accelerated filer  þ            Non-accelerated filer  ¨            Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  þ

At August 7, 2009, the registrant had 21,467,492 shares of Common Stock, no par value, issued and outstanding.

 

 

 

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EXPLANATORY NOTE

Amerigon Incorporated (“Amerigon” or the “Company”) filed its Form 10-Q for the quarter ended June 30, 2009 (the “Original Filing”) with the Securities and Exchange Commission on August 10, 2009. The Original Filing inadvertently excluded the results of the shareholder votes at our 2009 Annual Meeting of Shareholders in Part II, Item 4 (Submission of Matters to a Vote of Security Holders). This Amendment No. 1 to the Original Filing corrects the error.

We are not amending any other part of the Original Filing. This amendment speaks as of the date of the Original Filing.

PART II. OTHER INFORMATION

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders (“Annual Meeting”) was held on May 14, 2009. All of the nominees for election to the Company’s Board of Directors were re-elected and the amendment to the Amerigon Incorporated 2006 Equity Incentive Plan was approved. Such amendment was described in detail in the Company’s definitive proxy statement first delivered to the Company’s shareholders on April 20, 2009.

The results are as follows:

Election of Directors

The individuals listed below received the highest number of affirmative votes of the outstanding shares of the Company’s common stock present or represented by proxy and voting at the Annual Meeting and were re-elected at the Annual Meeting to serve one-year terms on the Board of Directors.

 

		For		Authority Withheld
Lon E. Bell		10,933,701		9,196,220
Francois J. Castaing		11,054,459		9,075,462
Daniel R. Coker		10,449,192		9,680,729
John M. Devine		10,950,787		9,179,134
Maurice E.P. Gunderson		10,448,536		9,681,385
Oscar B. Marx III		10,951,688		9,178,233
James J. Paulsen		10,230,213		9,899,708

Amendment to Amerigon Incorporated 2006 Equity Incentive Plan

The shareholders approved an amendment to the Amerigon Incorporated 2006 Equity Incentive Plan that, among other changes, increased the maximum number of shares of common stock which may be issued pursuant to awards granted under such plan from 1,800,000 to 3,600,000. The voting results were as follows:

 

For		Against		Abstained		Broker Non-Vote
9,717,464		7,292,407		18,840		3,101,210

 

ITEM 6.

EXHIBITS

 

Exhibit Number		Description
31.1		Certification of Chief Executive Officer Required by Rule 13a-14(a)/15d-14(a)
31.2		Certification of Chief Financial Officer Required by Rule 13a-14(a)/15d-14(a)

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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 thereunto duly authorized.

 

Exhibit 31.1

CHIEF EXECUTIVE OFFICER’S CERTIFICATION

I, Daniel R. Coker, certify that:

 

1.

I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of Amerigon Incorporated; and

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: August 26, 2009				/s/ Daniel R. Coker
				Daniel R. Coker President & Chief Executive Officer

Exhibit 31.2

CHIEF FINANCIAL OFFICER’S CERTIFICATION

I, Barry G. Steele, certify that:

 

1.

I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of Amerigon Incorporated; and

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: August 26, 2009				/s/ Barry G. Steele
				Barry G. Steele Chief Financial Officer