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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
July 17, 1996
AMERIGON INCORPORATED
(Exact Name of Issuer as Specified
in its Charter)
California 0-21810 95-431855-4
(State or Other (Commission File (IRS
Jurisdiction Number) Employer
of Incorporation Identification
Identification or Number)
Organization)
404 East Huntington Drive, Monrovia, California 91016
(Address of Principal Executive Offices) (Zip Code)
(818) 932-1200
(Registrant's telephone number,
including area code)
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Item 5. - Other Events
In the exercise of caution, potential investors in the stock of Amerigon
Incorporated (the "Company") should be aware of the following cautionary risk
factors and consider them carefully in evaluating the Company and its
business before purchasing the stock of the Company:
LOSSES SINCE INCEPTION
The Company has incurred losses since inception and at December 31,
1995, had an accumulated deficit of ($13,187,000), which deficit will
continue to increase for the foreseeable future. The expenditures planned by
the Company can be expected to adversely affect its profitability and
liquidity, since many of such expenditures will be expensed as incurred,
while revenues derived from its activities are expected to be limited for the
foreseeable future. There can be no assurance that the Company will ever
achieve profitable operations.
DEVELOPMENT-STAGE COMPANY
The Company was formed in April 1991 and is still in the development
stage. Accordingly, the Company's operations are subject to all of the risks
inherent in the establishment of a new business enterprise, especially one
that is dependent on developing new products for the automobile industry,
with particular emphasis on the emerging electric vehicle market. The
likelihood of the success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with establishing a new business, including,
without limitation, uncertainty as to market acceptance of the Company's
products, marketing problems and expenses, and competition. There can be no
assurance that the Company will be successful in its proposed business
activities.
ELECTRIC VEHICLE STRATEGY UNTESTED
The Company currently intends to pursue a joint venture in an Asian
country to develop, market and/or manufacture electric vehicles. The Company
also plans to follow this approach to marketing electric vehicles in other
Asian or developing countries. There can be no assurance that the
governments of the countries will grant the necessary permits, authority and
approvals for any joint venture or similar structure or the safety or other
features of electric vehicles, that consumer interest will be sufficient or
economic factors affecting consumer demand will be favorable to make such
ventures financial feasible, or that
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competition may exist or develop that would materially adversely affect the
financial feasibility of such ventures.
ELECTRIC VEHICLE COST OVERRUNS
The Company announced on June 27, 1996, cost overruns expected on
electric vehicle contracts now in process that will result in an adjustment
of approximately $1.9 million to the results of operations for the quarter
ended June 30, 1996. There can be no assurance that there will not be
further overruns due to further delays in the completion of the contracts,
further unanticipated costs associated with the project, or unanticipated
project design problems.
NEED FOR ADDITIONAL FINANCING
The Company has incurred losses since its inception in April 1991. The
Company anticipates that it will require additional financing before cash
flow from operations will be sufficient to sustain ongoing operations. The
Company has a bank line of credit to borrow up to $4,000,000 based upon costs
incurred and billings made under a major electric vehicle development
contract which expires on September 30, 1996; however, there can be no
assurance that line of credit can be extended. There also can be no
assurance that any required financing will be available on acceptable terms
when needed, and in such event, the Company will be materially and adversely
affected.
DEPENDENCE ON ACCEPTANCE BY AUTOMOBILE MANUFACTURERS AND CONSUMERS
The Company's ability to market its products successfully will in large
part be dependent upon the willingness of automobile manufacturers to incur
the substantial expense involved in the purchase and installation of the
Company's products and systems, and ultimately, upon the acceptance of the
Company's products by consumers. The Company's potential customers may be
reluctant to modify their existing automobile models, where necessary, to
incorporate the Company's products. In addition, automobile manufacturers
may be reluctant to purchase key components from a small, development-stage
company with limited financial and other resources such as the Company. The
Company's ability to market its products successfully will be dependent upon
its ability to persuade automobile manufacturers that the Company's products
are sufficiently unique such that they cannot be obtained elsewhere, of which
there can be no assurance. Furthermore, in the event the Company is
successful in obtaining a favorable response from automobile manufacturers,
the Company may need to license its technology to potential competitors to
adequately ensure
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additional sources of supply in light of automobile manufacturers' reluctance
to purchase products from a sole source supplier. Acceptance of the
Company's components and systems for electric vehicles is dependent upon
market acceptance of electric vehicles, of which there can be no assurance.
The Company currently has a limited marketing capability, and there can be no
assurance that marketing efforts undertaken by the Company will be successful.
TIME LAG FROM PROTOTYPE TO COMMERCIAL SALES
The sales cycle in the automotive components industry is lengthy and can
be as long as six years or more for products that must be designed into a
vehicle since some companies take that long to design and develop a car.
Even when selling parts that are neither safety-critical nor highly
integrated into the vehicle, there are still many stages that an automotive
supply company must go through before achieving commercial sales. The sales
cycle is lengthy because an automobile manufacturer must develop a high
degree of assurance that the products it buys will meet customer needs,
interface as easily as possible with the other parts of a vehicle and with
the automobile manufacturer's production and assembly process, and have
minimal warranty, safety and service problems. In the case of electric
vehicles, another factor affecting the pace of commercialization is the speed
of development of the electric vehicle industry itself. Accordingly,
electric vehicle products can generally be expected to require longer times
for commercialization than products intended for use in conventional
gasoline-powered vehicles.
IVS PRODUCT SALES ARE LOW
Development of the Company's interactive voice system product ("IVS")
was completed and commercial sales commenced in December, 1995. As of July
1, 1996 approximately 2,700 of the units have been produced and sold. There
can be no assurance that sales of the IVS will continue or increase in the
future, as consumer acceptance of the product, and overall market demand, is
uncertain at this time.
EARLY STAGE OF PRODUCT DEVELOPMENT; NO ASSURANCE OF ABILITY TO COMMERCIALIZE
PROPOSED PRODUCTS
Except for the IVS, the Company's other products are in various stages
of prototype development and will require the expenditure of significant
funds for further development and testing in order to commence commercial
sales. No assurance can be given that the Company will be successful in
resolving all technical problems relating to its products (including electric
vehicles), or developing the technology used in its prototypes into
commercially viable products.
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Further, there can be no assurance that any of the Company's products, if
successfully developed, will be capable of being produced in commercial
quantities at reasonable costs or be successfully marketed and distributed.
SETTLEMENT WITH IVS LICENSOR
The Company has entered into an Agreement with the IVS licensor. Audio
Navigation Systems, LLC ("ANSLC"), formerly Audio Navigation Systems, Inc.,
which resolved prior differences of interpretation of the license agreement.
The new agreement provides, among other things, that ANSLC can produce,
market and/or license others to make an interactive voice system product that
could compete directly with the Company's IVS product. Such competition
could have an adverse effect on the Company's current IVS product and on any
future versions of it.
LIMITED MANUFACTURING EXPERIENCE
To date, the Company has been engaged in only limited manufacturing,
principally of the IVS in limited quantities, and there can be no assurance
that the Company's efforts to establish its manufacturing operations for any
of its products (including electric vehicles) will not exceed estimated costs
or take longer than expected or that other unanticipated problems will not
arise which will materially and adversely affect the Company's business and
prospects. The inability to meet demand for the Company's products on a
timely basis would materially and adversely affect the Company's reputation
and prospects. Automobile manufacturers demand on-time delivery of quality
products, and some have required the payment of substantial financial
penalties for failure to deliver components to their plants on a timely
basis. Such penalties, as well as costs associated with activities that may
be undertaken in order to avoid them, such as working overtime and overnight
air freighting parts that normally are shipped by other less expensive means
of transportation, could have an adverse effect on the Company's business.
PATENTS AND PROPRIETARY RIGHTS
The Company believes patents and proprietary rights have been and will
continue to be important in enabling the Company to compete. There can be no
assurance that the Company's or its licensor's will not be challenged or
circumvented or will provide the Company with any meaningful competitive
advantages or that any pending patent applications will issue. Failure to
obtain patents in certain foreign countries may materially and adversely
affect the Company's ability to compete effectively in certain international
markets.
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With respect to the Company's current and potential future rights to
licensed technology, such licensing agreements generally require the payment of
minimum royalties. In the event the Company is unable to pay such royalties or
otherwise breaches such licensing agreements, the Company would lose its rights
to the technology, which could have a material adverse effect on the Company's
business.
The Company also relies on trade secrets that it seeks to protect, in part,
through confidentiality agreements with employees and other parties. There can
be no assurance that these agreements will not be breached, that the Company
would have adequate remedies for any breach or that the Company's trade secrets
will not otherwise become known to or independently developed by competitors.
The Company may be involved from time to time in litigation to determine the
enforceability, scope and validity of proprietary rights. Any such litigation
could result in substantial cost to the Company and diversion of effort by the
Company's management and technical personnel. Additionally, with respect to
licensed technology, there can be no assurance that the licensor of the
technology will have the resources, financial or otherwise, or desire to defend
against any challenges to the rights of such licensor to its patents.
COMPETITION; POSSIBLE TECHNOLOGICAL OBSOLESCENCE
The automotive component and electric vehicle industries are subject to
intense competition. Most of the Company's competitors are substantially larger
in size and have substantially greater financial and other resources than the
Company. Competition extends to attracting and retaining qualified technical
and marketing personnel. There can be no assurance that the Company will
successfully differentiate its products from those of its competitors, that the
marketplace will consider the Company's current or proposed products to be
superior to those of its competitors, or that the Company can succeed in
establishing relationships with automobile manufacturers. Additionally, the
Company's products may be rendered obsolete by future developments in the
industry.
POTENTIAL PRODUCT LIABILITY
The Company's business will expose it to potential product liability risks
which are inherent in the manufacturing, marketing and sale of automotive
components. In particular, there may be substantial warranty and liability
risks associated with critical safety components of the Company's products. If
available, product liability insurance generally is expensive. While the
Company has $5 million of product liability coverage with respect to the
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IVS and its electric vehicle prototypes, there can be no assurance that it
will be able to obtain or maintain such insurance on acceptable terms with
respect to other products the Company may develop or that any insurance
obtained will provide adequate protection against potential liabilities. In
the event of a successful suit against the Company, a lack or insufficiency
of insurance coverage could have a material adverse effect on the Company's
business and operations.
DEPENDENCE ON SUPPLIERS
The Company is dependent on various suppliers for the components of its
products. Although the Company believes that there are a number of alternative
sources for most of these components, certain components may be obtained from a
limited number of suppliers. The loss of any significant supplier, in the
absence of a timely and satisfactory alternative arrangement, or an inability to
obtain essential components could materially adversely affect the Company. In
addition, the Company could be adversely affected by delays in deliveries from
suppliers.
RISK OF FOREIGN SALES
A substantial percentage of the Company's revenues to date have been from
sales in foreign countries and accordingly, the Company's business is subject to
many of the risks of international operations, including tariff restrictions,
foreign currency fluctuations and currency control regulations.
CHARGE TO INCOME IN THE EVENT OF RELEASE OF SHARES FROM ESCROW
In the event any Escrow Shares are released from Escrow to persons who are
officers or other employees of the Company, compensation expense will be
recorded for financial reporting purposes. Therefore, in the event the Company
attains any of the earnings thresholds or the Company's Common Stock meets
certain minimum bid prices required for the release of shares from Escrow, such
release will be deemed additional compensation expense of the Company.
Accordingly, in the event of the release of the shares from Escrow, the Company
will recognize during the periods in which the earnings thresholds are met or
are probable of being met or such minimum bid prices attained, what will likely
be one or more substantial charges which would have the effect of substantially
increasing the Company's loss or reducing or eliminating earnings, if any, at
such time. Although the amount of compensation expense recognized by the
Company will not affect the Company's total shareholders' equity or reduce its
working capital, it may
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have a depressive effect on the market price of the Company's securities.
CONTROL BY EXECUTIVE OFFICER
As of June 30, 1996, Dr. Lon Bell, President and founder of the Company,
beneficially owns 3,494,828 shares of Common Stock (including Escrow Shares and
shares held in trust for the benefit of his children, of which Dr. Bell is a co-
trustee), representing approximately 49.4% of the Company's outstanding capital
stock. As a result, he will be able to elect all of the Company's Directors,
and thereby control the affairs of the Company.
NO DIVIDENDS
The Company has not paid any cash dividends on its Common Stock since its
inception and, by reason of its present financial status and its contemplated
financial requirements, does not anticipate paying any cash dividends in the
foreseeable future. In addition, the payment of dividends is prohibited under
the Company's present line of credit with a bank. It is anticipated that
earnings, if any, which may be generated from operations will be used to finance
the operations of the Company.
FLUCTUATIONS IN QUARTERLY RESULTS; POSSIBLE VOLATILITY OF STOCK PRICE
Factors such as announcements by the Company of quarterly variations in its
financial results, or unexpected losses, could cause the market price of the
Common Stock of the Company to fluctuate significantly. The results of
operations in previous quarters have been partially dependent on large grants,
orders and development contracts, which may not recur in the future. Should the
Company fail to obtain new significant contracts, orders or grants, this would
have a material adverse effect on the Company's results of operations and stock
price. In addition, the Company's quarterly operating results may fluctuate
significantly in the future due to a number of factors, including timing of
product introductions by the Company and its competitors' availability and
pricing of components from third parties; timing of orders; foreign currency
exchange rates; technological change; and economic conditions generally.
In recent years, the stock markets in general, and the share prices of
technology companies in particular, have experienced extreme fluctuations.
These broad market and industry fluctuations may adversely affect the market
price of the Common Stock. There can be no assurance that the market price of
the Common Stock will be higher than the
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price paid by purchasers in this offering. In addition, failure to meet or
exceed analysts' reports may result in significant price and volume fluctuations
in the Common Stock.
ANTI-TAKEOVER EFFECTS OF UNISSUED PREFERRED STOCK
The Company's Board of Directors has the authority to issue up to 5,000,000
shares of Preferred Stock and to determine the price, rights, preferences and
privileges of those shares without any further vote or action by the
shareholders. The rights of the holders of Common Stock will be subject to, and
may be adversely affected by, the rights of the holders of any shares of
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. The Company has no present plans to issue shares of
Preferred Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 17, 1996 AMERIGON INCORPORATED
By /s/ R. John Hamman, Jr.
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Its Vice President
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