UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Amerigon Incorporated
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
03070L 30 0
(CUSIP Number)
George Argyros
Westar Capital II, LLC
949 South Coast Drive, #650
Costa Mesa, CA 92626
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 4, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP 03070L 30 0 | Page 1 of 9 Pages |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
George L. Argyros |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds (See Instructions)
OO |
|||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. Sole Voting Power
0 8. Shared Voting Power
2,797,498 9. Sole Dispositive Power
0 10. Shared Dispositive Power
2,797,498 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,797,498 |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 13. | Percent of Class Represented by Amount in Row (11)
15.4% |
|||
| 14. | Type of Reporting Person (See Instructions)
IN |
| CUSIP 03070L 30 0 | Page 2 of 9 Pages |
SCHEDULE 13D
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Westar Capital II, LLC |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds (See Instructions)
OO |
|||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. Sole Voting Power
-0- 8. Shared Voting Power
2,797,498 9. Sole Dispositive Power
-0- 10. Shared Dispositive Power
2,797,498 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,797,498 |
|||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 13. | Percent of Class Represented by Amount in Row (11)
15.4% |
|||
| 14. | Type of Reporting Person (See Instructions)
OO |
| CUSIP 03070L 30 0 | Page 3 of 9 Pages |
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates is Common Stock (“Common Stock”), of Amerigon Incorporated, a California corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 500 Town Center Drive, Suite 200, Dearborn, Michigan 48126-2716.
Item 2. Identity and Background.
This statement is being filed by George L. Argyros and Westar Capital II, LLC (“Westar”) (collectively, the “Reporting Persons”). The business address of the Reporting Persons is 949 South Coast Drive, #650, Costa Mesa, California 92626. Westar is a Delaware limited liability company engaged in the business of investing in both private and public companies. The managing member of Westar is Westar Capital Associates II, LLC, a Delaware limited liability company (“Westar Associates”). Mr. Argyros owns a controlling interest in Westar II and Westar Associates. Mr. Argyros’ occupation is Chairman of the Board and Chief Executive Officer of Arnel and Affiliates, a private investment company.
Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Argyros is a citizen of the United States. Westar is an entity existing under the laws of the State of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
In connection with a Securities Purchase Agreement dated March 29, 1999 (the “Securities Purchase Agreement”) among Westar, Big Beaver Investments LLC, a Delaware limited liability company (“Big Beaver”), and the Issuer, Westar and Big Beaver each purchased 4,500 shares of the Issuer’s Series A Preferred Stock (the “Preferred Shares”) and warrants to purchase additional shares of Common Stock of the Issuer based on certain contingent events (the “Contingent Warrants”). The Contingent Warrants were exercised by Westar in part on September 3, 2003 for 3,136 shares of Common Stock and the remainder on September 3, 2004 in a cashless conversion for 1,034 shares of Issuer Common Stock in exchange therefor. The 4,500 Preferred Shares held by Westar are convertible into 2,686,567 shares of Issuer Common Stock. The holders of Preferred Shares have liquidation preferences, the right as a class to elect five members of the Issuer’s board of directors and certain other rights and preferences as set forth in the Issuer’s charter documents. The Preferred Shares and Contingent Warrants were purchased by Westar with its investment assets.
| CUSIP 03070L 30 0 | Page 4 of 9 Pages |
On June 8, 1999, Westar and Big Beaver entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) that (i) provided a nomination process for the five directors to be elected by Westar and Big Beaver as the sole holders of Series A Preferred Stock, (ii) created certain buy-sell rights between Westar and Big Beaver in the event of a disagreement with respect to certain corporate matters, and (iii) restricted the transfer of the securities of the Issuer held by Westar and Big Beaver in certain respects. The Shareholders’ Agreement expired by its terms on June 8, 2004.
In connection with a Credit Agreement (the “First Credit Agreement”) between Big Star Investments, LLC (“Big Star”), and the Issuer dated March 16, 2000 and amended on May 10, 2000, Big Star agreed to loan up to $4,000,0000 to the Issuer and, in exchange, Big Star received a warrant (the “Big Star Bridge Loan Warrant”) to purchase a number of shares of Common Stock of the Issuer at an exercise price each to be determined based on the total amount actually borrowed by the Issuer under the First Credit Agreement. The Issuer eventually borrowed $2,500,000 under such agreement (the “Loan Amount”) and the Big Star Bridge Loan Warrant was divided equally between Westar and Big Beaver, the owners of Big Star, and replacement warrants were delivered to each. The warrant so delivered to Westar is referred to as the “Westar Split Warrant.” On February 10, 2005, Westar exercised the Westar Split Warrant on a cashless basis and received 55,861 shares of Common Stock as a result. Repayment of the Loan Amount was satisfied in part by payment of cash and in part by conversion by Westar and Big Beaver of the remaining balance into Issuer Common Stock. As a result of such conversion, Westar and Big Beaver each received 150,000 shares of Issuer Common Stock.
On the following dates, Westar sold the stated number of shares of Issuer Common Stock at the then-current market price:
May 11, 2004, 25,000 shares;
May 13, 2004, 52,500 shares;
May 26, 2004, 2,200 shares;
May 27, 2004, 17,700 shares;
May 28, 2004, 700 shares; and
June 2, 2004, 1,000 shares.
The total number of shares sold pursuant to the above sales, 99,100, amounts to less than 1% of the Issuer’s outstanding Common Stock.
Based on the prior joint ownership of Big Star, the transactions described in the Securities Purchase Agreement, and the existence of the Shareholders’ Agreement, George L. Argyros, Westar, Big Beaver, Thomas M. Wheeler, the owner of a controlling interest in Big Beaver, and Big Star (prior to its dissolution) (the “Group”), deemed themselves to be members of a common group and entered into a series of Joint Filing Agreements by which they agreed to jointly file any and all statements required under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to their ownership of Common Stock of the Issuer. The Group filed a report on Schedule 13D on April 8, 1999 and amendments thereto on June 22, 1999 (Amendment No. 1), April 26, 2000 (Amendment No. 2), June 7, 2000
| CUSIP 03070L 30 0 | Page 5 of 9 Pages |
(Amendment No. 3), October 4, 2001 (Amendment No. 4) and March 20, 2002 (Amendment No. 5). As noted above, Big Star has dissolved and the Shareholders’ Agreement expired on June 8, 2004. On August 4, 2005, Mr. Argyros and Westar executed a Joint Filing Agreement, attached hereto as Exhibit 1 and incorporated herein by reference, by which they agreed to jointly file any statements required under Section 13(d) of the Exchange Act with respect to their ownership of Common Stock of the Issuer. As a result, Mr. Argyros and Westar are jointly filing this Amendment No. 6 to their report on Schedule 13D.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock beneficially owned by them for investment purposes and to exercise a certain degree of control to direct, or cause the direction of, management and policies of the Issuer. As a significant stockholder of Issuer Common Stock, the Reporting Persons expect and intend to explore and be receptive to opportunities to enhance the value of the Issuer Common Stock beneficially owned by the Reporting Persons, including possibly extraordinary transactions involving the Issuer. However, the Reporting Persons currently have no specific plans or proposals with respect to such matters.
Subject to market conditions and other factors that the Reporting Persons may deem material to their investment decisions, the Reporting Persons may, from time to time, acquire additional shares of Common Stock, or rights to purchase shares of Common Stock in the open market, in privately negotiated transactions or otherwise, depending upon the price and availability of such shares or rights. The Reporting Persons intend to review, on a continuing basis, various factors relating to their investment in the Issuer’s Common Stock, including the Issuer’s business and prospects, the price and availability of Issuer’s securities, subsequent developments affecting the Issuer, other investment and business opportunities available to the Reporting Persons, their general investment and trading policies, market conditions or other factors. Based on these factors, the Reporting Persons may determine to dispose of some of all of their Issuer Common Stock, periodically, by public or private sale, gift, pledge, expiration of warrants or otherwise. The Reporting Persons reserve the right not to acquire Common Stock of the Issuer or not to dispose of all or part of such Common Stock if they determine such acquisition or disposal is not in their best interests at that time.
Except as described above, the Reporting Persons have no current plans or proposals for (i) the acquisition of additional securities in the Issuer or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors of the Issuer, (v) any material change in the Issuer’s present capitalization or dividend policy, (vi) any other material change in the Issuer’s business or corporate structure, (vii) any changes in the Issuer’s Articles of Incorporation or Bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
| CUSIP 03070L 30 0 | Page 6 of 9 Pages |
system of a registered national securities association, (ix) a class of the Issuer’s equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (x) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
| (a) | Number of shares of Common Stock beneficially owned by Mr. Argyros: |
2,797,498
Percentage of Common Stock beneficially owned by Mr. Argyros: 15.4%
Number of shares of Common Stock beneficially owned by Westar:
2,797,498
Percentage of Common Stock beneficially owned by Westar: 15.4%
| (b) | Number of shares of Common Stock as to which Mr. Argyros has the: |
Sole power to vote or to direct the vote: -0-
Shared power to vote or to direct the vote: 2,797,498
Sole power to dispose or to direct the disposition: -0-
Shared power to dispose or to direct the disposition: 2,797,498
Number of shares of Common Stock as to which Westar has the:
Sole power to vote or to direct the vote: -0-
Shared power to vote or to direct the vote: 2,797,498
Sole power to dispose or to direct the disposition: -0-
Shared power to dispose or to direct the disposition: 2,797,498
The number of shares reported above for Mr. Argyros and Westar in which they have shared power to vote and shared power to dispose includes the following interests of Westar: (i) 110,931 shares of Common Stock, and (ii) 4,500 shares of Series A Preferred Stock of the Issuer which are immediately convertible into 2,686,567 shares of Common Stock at the option of the holder. Because of the controlling interest of Mr. Argyros in Westar, Mr. Argyros is deemed to share the power to vote and dispose of (and therefore be the beneficial owner of) the interests in Issuer Common Stock held by Westar. Mr. Argyros disclaims beneficial ownership of all shares issued or issuable to Westar, except to the extent of his interests in Westar.
(c) There were no transactions involving Common Stock effected by either of the Reporting Persons within the sixty days prior to the date of this Schedule 13D.
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Schedule 13D for which the Reporting Persons are deemed to be the beneficial owners.
| CUSIP 03070L 30 0 | Page 7 of 9 Pages |
(e) The Reporting Persons have not ceased to be deemed the beneficial owners of more than five percent of the Issuer’s Common Stock since the original Schedule 13D was filed by them.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Issuer’s Articles of Incorporation grant the holders of Series A Preferred Stock the right to elect five nominees to the Issuer’s Board of Directors. However, Westar and Big Beaver, as the holders of all of the outstanding Series A Preferred Stock, have determined that only three individuals are to be nominated for election to the Issuer’s Board of Directors by the holders of Series A Preferred Stock. This understanding was established for the sole purpose of ensuring that the Issuer complies with the The Nasdaq Stock Market (“Nasdaq”) requirement that the Issuer’s Board of Directors be comprised of a majority of independent directors, as independence is determined under rules promulgated by Nasdaq. Such understanding of Westar and Big Beaver does not affect the number of individuals nominated and eligible for election by the holders of the Issuer’s Common Stock nor does it address the individuals to be nominated for election to the Board of Directors by the holders of Series A Preferred Stock. In accordance with the Issuer’s Bylaws and applicable law, the two vacancies created on the Board of Directors as a result of the reduced number of nominations may be filled at any time by either a vote of a majority of the shares of Series A Preferred Stock or by the Board of Directors. If the Board of Directors fills any such vacancy, however, holders of a majority of the shares of Series A Preferred Stock would be entitled to remove such individual from the Board of Directors and, thereafter, only a majority of the shares of Series A Preferred Stock would be entitled to fill such vacancy.
Other than the foregoing, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, and between the Reporting Persons and any other person, with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Although not deemed to be a relationship requiring disclosure under this Item 6 or elsewhere in this Schedule 13D, the Reporting Persons disclose that John Clark is a member of the Issuer’s Board of Directors and also a member of Westar Capital Associates II, LLC, a Delaware limited liability company and the manager of Westar. Mr. Clark holds 9,500 shares of Issuer Common Stock and options to purchase 32,000 shares of Issuer Common Stock. Mr. Clark’s holdings represent less than 1% of the outstanding shares of Issuer Common Stock. The Reporting Persons disclaim beneficial ownership of all shares owned by Mr. Clark.
Item 7. Material to be Filed as Exhibits.
1. Agreement of Joint Filing between George L. Argyros and Westar Capital II, LLC dated as of August 4, 2005, which is incorporated herein by reference.
| CUSIP 03070L 30 0 | Page 8 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 4, 2005 | /s/ George L. Argyros | |||
| George L. Argyros | ||||
| Dated: August 4, 2005 | Westar Capital II, LLC | |||
| By: | /s/ John Clark | |||
| Its: | Managing Member | |||
| CUSIP 03070L 30 0 | Page 9 of 9 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree to file jointly with the Securities and Exchange Commission (“SEC”) any and all statements on Schedule 13D (and any amendments or supplements thereto) required under Section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with transactions by the undersigned in the Common Stock of Amerigon Incorporated. Each of the undersigned will be responsible for the timely filing of the Schedule 13D and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. None of the undersigned shall be responsible for the completeness or accuracy of the information concerning any other party contained in the Schedule 13D or any amendment thereto, except to the extent such person knows or has reason to believe that such information is inaccurate.
| Dated: August 4, 2005 | /s/ George L. Argyros | |||
| George L. Argyros | ||||
| Dated: August 4, 2005 | Westar Capital II, LLC | |||
| By: | /s/ John Clark | |||
| Its: | Managing Member | |||
EXHIBIT 1