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 6, 2012
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 8 Other Events.
Item 8.01 Other Events.
On June 6, 2012, Amerigon Incorporated (the “Company”) announced that, effective June 13, 2012, its trading symbol will be changed from ARGN to THRM. In addition, on the same date the Company announced its intention to formally change its name to Gentherm Incorporated, that it would immediately begin doing business as Gentherm and that a special meeting of the Company’s stockholders will be held on September 5, 2012, to approve an amendment to the Company’s Articles of Incorporation to reflect the name change.
A copy of the Corporation’s news release announcing the above resignations is filed as Exhibit 99.1 to this report and is incorporated in this report by reference.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Company news release dated June 6, 2012.
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: June 6, 2012
Exhibit Index
99.1 Company news release dated June 6, 2012.
EXHIBIT 99.1
|
Advanced Thermoelectric Solutions |
|
| NEWS RELEASE for June 6, 2012 | ||
| Contact: | Allen & Caron Inc | |
| Jill Bertotti (investors) | ||
| jill@allencaron.com | ||
| Len Hall (media) | ||
| len@allencaron.com | ||
| (949) 474-4300 | ||
AMERIGON ANNOUNCES TRADING SYMBOL TO CHANGE TO THRM AND
PROPOSED CORPORATE NAME CHANGE TO GENTHERM
Name Change Reflects Broader Range of Thermal Capabilities, Global Reach
NORTHVILLE, MI (June 6, 2012) . . . Amerigon Incorporated (NASDAQ-GS:ARGN), the global market leader and a developer of innovative thermal management technologies, announced today that, effective June 13, 2012, its trading symbol will be changed from ARGN to THRM. The Company’s CUSIP number remains unchanged. In addition, the Company announced its intention to formally change its name to Gentherm Incorporated. The Company will begin doing business as Gentherm, effective June 13, 2012, and a special meeting of the Company’s stockholders will be held on September 5, 2012, to approve an amendment to the Company’s Articles of Incorporation to reflect the name change.
The symbol and name changes were made to better reflect the new capabilities and broader global reach of the Company following its acquisition of a majority interest in Germany-based W.E.T. Automotive Systems AG, noted President and CEO Daniel R. Coker.
“We are a new company today as a result of the addition of W.E.T. and we have changed our name to reflect that,” Coker said. “We believe this is a very natural partnership, one that makes us a much larger company with a broader corporate reach, new products, new manufacturing capabilities and a new team of innovative, complimentary engineers. We have always focused on thermal technologies, as has W.E.T., but today we can offer a much wider range of products and services to our customers wherever they are situated around the world.”
To celebrate and kick-off the symbol and name change, Coker and members of the Gentherm team will ring the opening bell at The Nasdaq Stock Market at 9:30 a.m. Eastern Time Wednesday, June 13, 2012. For a live feed from the NASDAQ web cam, go to http://www.nasdaq.com/about/marketsitetowervideo.asx. The web cam is live only and is not archived.
The Company’s corporate website address will change from www.amerigon.com to www.gentherm.com, effective June 13, 2012.
About Gentherm
Amerigon Incorporated, doing business as Gentherm (NASDAQ-GS: ARGN until June 12, 2012, thereafter NASDAQ-GS: THRM), is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications. Automotive products include actively heated and cooled seat systems and cup holders, heated and ventilated seat systems, thermal storage bins, heated seat and steering wheel systems, cable systems and other electronic devices. The Company’s advanced technology team is developing more efficient materials for thermoelectrics and systems for waste heat recovery and electrical power generation for the automotive market that may have far-reaching applications for consumer products as well as industrial and technology markets. Gentherm has more than 5,000 employees in facilities in the U.S., Germany, Mexico, China, Canada, Japan, England, Korea and the Ukraine. For more information, go to www.amerigon.com until June 12, 2012, thereafter www.gentherm.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 Incorporated’s Securities and Exchange Commission filings and reports, including, but not limited to, its Form 10-Q for the period ended March 31, 2012, and its Form 10-K for the year ended December 31, 2011.
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