| 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) |
October 11, 2004 |
| AMERIGON INCORPORATED |
| (Exact name of registrant as specified in its charter) |
| California | 0-21810 | 95-4318554 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 500 Town Center Drive, Suite 200, Dearborn, MI | 48126-2716 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (313) 336-3000 |
| (Former name or former address, if changed since last report) |
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 following provisions (see General Instruction A.2. below):
| ¨ | 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 240.13e-4(c)) |
Items 1 – 4. Not applicable.
Item 5. Corporate Governance and Management
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | |
| William J. Wills, formerly Chief Financial Officer of the Company, resigned effective October 11, 2004. | ||
| Barry Steele was appointed as Chief Financial Officer of the Company, effective October 11, 2004. No written employment agreement exists between Mr. Steele and the Company, but Mr. Steele will initially be paid at a base annual rate of $160,000 per year and he will receive 50,000 stock options under the Company’s Amended and Restated 1997 Stock Incentive Plan that vest as follows: 10,000 options on October 11, 2004 and 10,000 on each of the first four anniversaries of such date so long as he remains employed by the Company on such date. | ||
| A copy of the Company’s press release dated October 11, 2004 announcing these changes is being filed as Exhibit 99.1 hereto and is incorporated in this report by reference. | ||
| Items 6 – 8. | Not applicable. | |
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Company news release dated October 11, 2004.
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/ Sandra L. Grouf | |
| Sandra L. Grouf, | ||
| Corporate Secretary and Treasurer | ||
Date: October 13, 2004
Exhibit Index
| 99.1 | Company news release dated October 11, 2004. |
EXHIBIT 99.1
NEWS RELEASE for October 11, 2004 at 7:30 AM EDT
| Contact: |
Allen & Caron Inc | |
| Rene Caron (investors) | ||
| rene@allencaron.com | ||
| Len Hall (media) | ||
| len@allencaron.com | ||
| (949) 474-4300 |
AMERIGON NAMES BARRY G. STEELE CHIEF FINANCIAL OFFICER
DEARBORN, MI (October 11, 2004) . . . Amerigon Incorporated (Nasdaq:ARGN) today announced that it has hired automotive industry financial executive Barry G. Steele to be its Vice President Finance and Chief Financial Officer, effective immediately. Steele, 34, will report directly to President and CEO Daniel R. Coker and be responsible for managing the Company’s finance, accounting and administrative functions. He replaces William J. Wills, 56, who has resigned to pursue other business opportunities.
Steele joins Amerigon after more than 12 years of automotive industry and public accounting experience, which includes seven years of serving in a number of senior financial management positions for Sterling Heights, MI-based Advanced Accessory Systems, LLC, a global supplier of specialty accessories to the OEM and aftermarket segments of the automotive industry.
“Barry brings a wealth of experience and solid automotive industry credentials to the Amerigon management team,” Coker said. “His financial management and leadership skills, working knowledge of public company reporting and regulatory requirements, and experience interacting with the financial community make him an ideal fit for this important position.
“His background and professional expertise will play a key role in helping us plan and manage our business as we grow over the next few years,” Coker added.
From September 1997 until joining Amerigon, Steele was with Advanced Accessory Systems, LLC, where his most recent position was Vice President of Finance and Chief Accounting Officer. In addition to managing the financial accounting, reporting, tax planning and regulatory functions of Advanced Accessory, he co-chaired its implementation committee for compliance with Rule 404 of the Sarbanes-Oxley Act. He also served as Chief Financial Officer for two years where he was responsible for all treasury functions, completed two separate public financings and negotiated the financial terms of the sale of Advanced Accessory to a large private equity firm. In addition, Steele held a number of increasingly responsible positions including serving as Treasurer and Controller.
MORE-MORE-MORE
AMERIGON NAMES BARRY G. STEELE CHIEF FINANCIAL OFFICER
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Steele was with Price Waterhouse LLP from January 1993 to September 1997, where his last position was that of Senior Accountant. In that role, he worked in the business advisory group, primarily performing audit, due diligence and related services. He was responsible for a number of public and private company clients, including Kmart Corporation, Dana Corporation and La-Z-Boy Chair Company.
Steele graduated Summa Cum Laude from Hillsdale College in Hillsdale, MI earning a Bachelor of Science degree in Business Administration with a major in Accounting. He lives with his family in Commerce, MI.
About Amerigon
Amerigon designs, develops and markets its proprietary Climate Control Seat™ (CCS™) products for sale to automotive and truck original equipment manufacturers (OEMs). CCS enhances individual driver and passenger comfort in virtually all climatic conditions by providing cooling and heating to seat occupants, as desired, through an active thermoelectric-based temperature management system. Amerigon’s subsidiary, BSST, is developing products using its proprietary, high-efficiency thermoelectric devices (TED). It has development contracts with industry leading partners to expand the market for TED-based automotive and non-automotive products. Amerigon maintains sales and technical support centers in Los Angeles, Detroit, Japan, Germany and England.
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, necessary additional financing may be unavailable, 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 the Amerigon’s Securities and Exchange Commission filings and reports, including but not limited to its Form 10-QSB for the period ending June 30, 2004 and its Form 10-K for the year ended December 31, 2003.
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