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): May 19, 2005
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.) |
| 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
Check the appropriate box below if the Form 8-K filing in 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 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 19, 2005, the shareholders of Amerigon Incorporated, a California corporation (the “Original Corporation” or the “Issuer”) approved a change in the Original Corporation’s state of incorporation from California to Michigan by merger of the Original Corporation with and into a wholly owned subsidiary domiciled in Michigan (the “Michigan Subsidiary”). The resulting corporation is referred to as the “Surviving Corporation.” The merger was completed on May 20, 2005 (the “Effective Date”) pursuant to a Plan of Merger dated as of March 23, 2005, attached hereto as Exhibit 2.1 and incorporated herein by reference. Pursuant to the Plan of Merger, shares of stock of the Original Corporation are deemed for all purposes to represent a like number of shares of the Surviving Corporation without any required action on the part of the stockholders. As a result of the merger, as of the Effective Date, (a) the Articles of Incorporation of the Surviving Corporation are those of the Michigan Subsidiary, as amended in the manner described in the Plan of Merger, and are attached hereto as Exhibit 3.1 and incorporated herein by reference, and (b) the Bylaws of the Surviving Corporation are those of the Michigan Subsidiary and are attached hereto as Exhibit 3.2 and incorporated herein by reference.
Section 8 – Other Events
Item 8.01 Other Events
On May 19, 2005, the shareholders of the Issuer approved the First Amendment to Amended and Restated 1997 Stock Incentive Plan, attached hereto as Exhibit 10.1 and incorporated herein by reference. Such amendment was effective immediately upon shareholder approval.
Also on May 19, 2005, the Board of Directors of the Issuer approved the Second Amendment to Amended and Restated 1997 Stock Incentive Plan, attached hereto as Exhibit 10.2 and incorporated herein by reference. Such amendment is effective on May 20, 2005, the effective date of the change in the Issuer’s state of incorporation from California to Michigan.
On May 20, 2005, the Company publicly announced the results of its Annual Meeting of Stockholders. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference. The information in the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it 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 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit 2.1 Plan of Merger dated March 23, 2005
Exhibit 3.1 Articles of Incorporation of Amerigon Incorporated, a Michigan corporation
Exhibit 3.2 Bylaws of Amerigon Incorporated, a Michigan corporation
Exhibit 10.1 First Amendment to Amended and Restated 1997 Stock Incentive Plan
Exhibit 10.2 Second Amendment to Amended and Restated 1997 Stock Incentive Plan
Exhibit 99.1 Company News Release dated May 20, 2005
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 Steele | |
| Barry Steele, | ||
| Chief Financial Officer and Secretary | ||
Date: May 20, 2005
Exhibit Index
| 2.1 | Plan of Merger dated March 23, 2005 |
| 3.1 | Articles of Incorporation of Amerigon Incorporated, a Michigan corporation |
| 3.2 | Bylaws of Amerigon Incorporated, a Michigan corporation |
| 10.1 | First Amendment to Amended and Restated 1997 Stock Incentive Plan |
| 10.2 | Second Amendment to Amended and Restated 1997 Stock Incentive Plan |
| 99.1 | Company News Release dated May 20, 2005 |