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): March 26, 2010
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)) |
Section 1 - 7. Not applicable.
Section 8. Other Events
| Item 8.01 | Other Events |
On March 26, 2010, the Company publicly announced that its subsidiary, BSST LLC, had purchased all of 5N Plus Inc.’s interest in a partnership that had been jointly owned by BSST LLC and 5N Plus Inc. called ZT Plus. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference. The information in the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it 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 March 26, 2010 |
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 G. STEELE | |
| Barry G. Steele, | ||
| Chief Financial Officer | ||
Date: March 29, 2010
Exhibit Index
| 99.1 | Company News Release dated March 26, 2010 |
Exhibit 99.1
Amerigon Buys Out Partner in Thermoelectric Materials Venture
Research, Development of More Efficient Materials to Enable Use of Thermoelectric Technology in Wide Variety of
Industrial, Automotive Applications
NORTHVILLE, Mich., March 26, 2010 /PRNewswire via COMTEX/ — Amerigon Incorporated (Nasdaq: ARGN), a leader in developing and marketing products based on advanced thermoelectric (TE) technologies, announced today that its research and development subsidiary, BSST LLC, had reached agreement with 5N Plus Inc. to purchase 5N Plus’ interest in ZT Plus. Financial terms of the acquisition are not being disclosed.
Amerigon Chairman Oscar B. (Bud) Marx noted that the goal of ZT Plus to develop and manufacture thermoelectric materials that would enable Amerigon to use its TE technology in a wide variety of heating and cooling and power generation applications for industrial, commercial, medical, electronics and automotive markets, remains unchanged.
“The commercial progress was slower to develop than anticipated,” Marx said. “There were differences over the ZT Plus future business strategy between the two partners that could not be reconciled. Accordingly, it was mutually agreed that Amerigon would purchase 5N Plus’ interest in the venture. As a result, ZT Plus is now completely owned and operated by Amerigon.”
Amerigon, the developer and manufacturer of the Climate Control Seat(R) (CCS(R)) system, is the largest supplier of thermoelectric devices to the global automotive industry.
About Amerigon
Amerigon (NASDAQ-GS: 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(R) (CCS(R)) 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 Southern California, Detroit, Japan, Germany, England and Korea.
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-K for the year ended December 31, 2009.
| Contact: | Allen & Caron Inc | |
| Jill Bertotti (investors) | ||
| jill@allencaron.com | ||
| Len Hall (media) | ||
| len@allencaron.com | ||
| (949) 474-4300 |
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