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): December 31, 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 1-4. Not applicable.
| Section 5. | Corporate Governance and Management |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 31, 2010, Dr. Lon Bell resigned as Chief Technology Officer of Amerigon Incorporated (the “Corporation”) and as President of the Corporation’s subsidiary, BSST LLC (“BSST”). Dr. Bell remains a director of the Corporation.
Section 7–Regulation FD
| Item 7.01 | Regulation FD Disclosure |
On January 4, 2011, the Corporation publicly announced that the Corporation had completed the acquisition of the 15 percent minority interest in its subsidiary, BSST, which had been held by Dr. Bell, and the acquisition from Dr. Bell of reversionary rights to certain technology previously owned by Dr. Bell for an aggregate cash payment of approximately $3.4 million. 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 8. | Not applicable. |
| Section 9. | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 | Company News Release dated January 4, 2011 |
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: January 4, 2011 | ||||||
Exhibit Index
| 99.1 | Company news release dated January 4, 2011. |
|
Advanced Thermoelectric Solutions |
Advanced Thermoelectric Solutions
NEWS RELEASE for January 4, 2011
| Contact: | Allen & Caron Inc | |
| Jill Bertotti (investors) | ||
| jill@allencaron.com | ||
| Len Hall (media) | ||
| len@allencaron.com | ||
| (949) 474-4300 |
AMERIGON ANNOUNCES CHANGES IN BSST SUBSIDIARY OWNERSHIP RESULTING FROM DECEMBER 31 RETIREMENT OF DR. LON BELL
NORTHVILLE, MI (January 4, 2011) — Amerigon Incorporated (NASDAQ-GS: ARGN), a leader in developing and marketing products based on advanced thermoelectric (TE) technologies, announced today that it has acquired the 15 percent minority interest in its technology development subsidiary, BSST LLC, plus the reversionary rights to the technology previously owned by Dr. Lon Bell, former Chief Technical Officer of Amerigon and former President of BSST. The transaction, effective December 31, 2010, involved a cash payment of approximately $3.4 million for Dr. Bell’s BSST membership interest and Dr. Bell’s reversionary rights. BSST becomes a 100 percent owned subsidiary of Amerigon, Inc. Dr. Bell, who retired on December 31, 2010, is currently a consultant to Amerigon and remains a member of the Board of Directors.
Amerigon Chairman Oscar B. (Bud) Marx commented, “With Dr. Bell’s retirement, we made the decision to unify the ownership of BSST under Amerigon and to solidify our rights to its technology. We expect no change in our strategy of developing advanced TE applications for both automotive and other commercial/industrial applications. We are pleased that Dr. Bell has agreed to assist us as a consultant in our future development efforts and will continue to serve on our Board.”
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® (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 Southern California, Southeast Michigan, Japan, Germany, England and Korea. For more information, visit the Company’s website at www.amerigon.com.
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 ended September 30, 2010, and its Form 10-K for the year ended December 31, 2009.
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