As filed with the Securities and Exchange Commission on March 30, 2011
Registration No. 333-164990
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Rd., Ste. 101, Northville, MI | 48167 | |
| (Address of Principal Executive Offices) | (Zip Code) |
AMERIGON INCORPORATED 2006 EQUITY INCENTIVE PLAN
(Full title of the plan)
Daniel R. Coker, President and CEO
21680 Haggerty Rd., Ste. 101
Northville, MI 48167
(Name and address of agent for service)
(248) 504-0500
(Telephone number, including area code, of agent for service)
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY STATEMENT – DEREGISTRATION OF A PORTION OF SHARES
Effective as of March 30, 2011, Amerigon Incorporated (the “Registrant”) amended the Amerigon Incorporated 2006 Equity Incentive Plan (the “Plan”) to decrease the number of shares of its common stock (“Shares”) that are available for issuance under the Plan by 1,400,000 (the “Amendment”). Accordingly, the purpose of this Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-164990), which was originally filed on February 19, 2010 (the “2010 Registration Statement”), is to reduce the number of Shares previously registered for issuance under the Plan pursuant to the 2010 Registration Statement from 1,800,000 to 400,000. As a result, the 2010 Registration Statement now covers a maximum of 400,000 Shares issuable under the Plan. Registrant’s Registration Statement on Form S-8 (Commission File No. 333-139868), which was originally filed on January 9, 2007 (the “2007 Registration Statement”), pursuant to which 1,800,000 Shares were registered for issuance under the Plan, is not being amended hereby. As a result of the Amendment, a total of 2,200,000 Shares are issuable under the Plan, of which 1,800,000 Shares are registered for issuance under the 2007 Registration Statement and 400,000 Shares are registered for issuance under the 2010 Registration Statement.
Except to the extent specified above, the 2010 Registration Statement as previously filed is not amended or otherwise affected by this Post-Effective Amendment No. 1 thereto.
Page 2 of 4 Pages
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1. to Registration Statement on Form S-8 (Commission File No. 333-164990) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on March 30, 2011.
| AMERIGON INCORPORATED | ||||
| By: | /s/ Barry G. Steele | |||
| Barry G. Steele, | ||||
| Its: | Vice-President of Finance, | |||
| Chief Financial Officer, | ||||
| Treasurer and Secretary | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ DANIEL R. COKER Daniel R. Coker |
Director, President and Chief Executive Officer (Principal Executive Officer) |
March 30, 2011 | ||
| /s/ BARRY G. STEELE |
Vice President of Finance, Chief Financial, Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) | March 30, 2011 | ||
| Barry G. Steele | ||||
| /s/ * |
Director, Chairman of the Board | March 30, 2011 | ||
| Oscar B. Marx III | ||||
| /s/ * |
Director | March 30, 2011 | ||
| Lon E. Bell | ||||
| /s/ * |
Director | March 30, 2011 | ||
| Francois J. Castaing | ||||
| /s/ * |
Director | March 30, 2011 | ||
| John M. Devine | ||||
| /s/ * |
Director | March 30, 2011 | ||
| Maurice E.P. Gunderson | ||||
| /s/ * |
Director | March 30, 2011 | ||
| James J. Paulsen | ||||
| *By: | /s/ Barry G. Steele |
|||
| Barry G. Steele, Attorney-in-Fact pursuant to the applicable power of attorney set forth on the signature pages to Registration Statement on Form S-8 (File No. 333-164990) |
||||
Page 3 of 4 Pages
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 4.1 | Fourth Amendment to the Amerigon Incorporated 2006 Equity Incentive Plan | |
Page 4 of 4 Pages
Exhibit 4.1
FOURTH AMENDMENT TO THE
AMERIGON INCORPORATED 2006 EQUITY INCENTIVE PLAN
Section 5 of the Plan is hereby amended to read in its entirety as follows:
5. Maximum Number of Shares Subject to Plan: The maximum number of shares of stock which may be issued pursuant to Awards granted under the Plan or with respect to which Awards may be granted under the Plan shall not exceed in the aggregate 3,600,000 shares of Common Stock of the Corporation (subject to adjustments as provided in this Paragraph 5) (the “Share Limit”). Notwithstanding the foregoing, (i) from and after April 1, 2009, the maximum number of shares of stock that may be issued pursuant to Awards in the form of restricted stock, restricted stock units, performance shares or other stock-based awards granted under the Plan shall not exceed 150,000 shares of Common Stock of the Corporation (subject to adjustments as provided in this Paragraph 5) (the “Full Value Share Limit”), and (ii) from and after March 30, 2011, the maximum number of shares of stock that may be issued pursuant to Awards granted under the Plan after March 30, 2011 shall not exceed in the aggregate 159,751 shares of Common Stock of the Corporation plus the amount of any Forfeited Shares that become available for reissuance after March 30, 2011, whether or not such Forfeited Shares were issued before, on or after March 30, 2011 (the “Post-2010 Share Limit”) (it being acknowledged that, as of the date of this Fourth Amendment to the Amerigon Incorporated 2006 Equity Incentive Plan, Awards granted under the Plan prior to March 30, 2011 totaled 2,040,249 and the sum of this amount and the Post-2010 Share Limit is 2,200,000). Any shares that are delivered by the Corporation, and any awards or grants that are made by, or become obligations of, the Corporation through the assumption by the Corporation or a Subsidiary of, or in substitution for, outstanding awards or grants previously made by an acquired company, shall not be counted against the number of shares available under the Plan. If any shares covered by an Award or to which an Award relates are forfeited, or if an Award otherwise terminates without the delivery of shares or of other consideration, then the shares covered by such Award, or to which such Award relates, or the number of shares otherwise counted against the aggregate number of shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination (“Forfeited Shares”), shall again be, or shall become, available for granting Awards under the Plan.
The maximum number of shares with respect to which Awards may be granted to any Participant during the term of the Plan shall not exceed the Share Limit, the Full Value Share Limit and the Post-2010 Share Limit, as applicable. All shares with respect to which an Award is granted shall be counted for purposes of this per-person share limitation, regardless of whether the Participant did not realize the benefit of the Award as a result of forfeiture, cancellation, expiration, termination or other event.
The number of shares with respect to each outstanding Award, the option price with respect to outstanding stock options, the grant value with respect to outstanding stock appreciation rights, the aggregate number of shares available at any time under the Plan, the maximum number of shares with respect to which Awards may be made to an individual Participant during the term of the Plan and the number of shares automatically awarded to outside directors as described in Paragraph 9 shall be subject to such adjustment as the Committee, in its Discretion, deems appropriate to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations or reorganizations of or by the Corporation; provided, however, that (i) no fractional shares shall be issued pursuant to the Plan, (ii) no Awards may be granted under the Plan with respect to fractional shares, (iii) any fractional shares resulting from such adjustments shall be eliminated from any outstanding Award, and (iv) the Committee shall not make any adjustments to such shares that would cause the amount of shares issued to exceed the Post-2010 Share Limit.
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