<PAGE>
AMERIGON INCORPORATED
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 16, 1998
------------------------
Dear Shareholder:
The Annual Meeting of Shareholders of Amerigon Incorporated, a California
corporation, will be held at the Company's headquarters at 5462 Irwindale
Avenue, Irwindale, California 91706-2058, on Tuesday, June 16, 1998, at 10:00
a.m., Pacific time, for the following purposes:
(1) To elect six directors to the Board of Directors to serve until the next
Annual Meeting of Shareholders and until their successors are elected and
qualified;
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Your attention is directed to the accompanying proxy statement. Only
shareholders of record at the close of business on April 29, 1998 will be
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
All shareholders are requested to sign, date and complete the enclosed proxy
and return it promptly in the accompanying postage-prepaid, pre-addressed
envelope, whether or not they expect to attend the meeting, to assure that their
shares will be represented. Any shareholder giving a proxy has the right to
revoke it at any time before it is voted.
By Order of the Board of Directors,
/s/ SCOTT O. DAVIS
SECRETARY
Irwindale, California
May 13, 1998
<PAGE>
AMERIGON INCORPORATED
5462 IRWINDALE AVENUE
IRWINDALE, CALIFORNIA 91706
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 16, 1998
---------------------
PERSONS MAKING THE SOLICITATION
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Amerigon Incorporated, a California corporation (the
"Company"), of proxies for use at the Annual Meeting of Shareholders to be held
at the Company's headquarters at 5462 Irwindale Avenue, Irwindale, California
91706, on Tuesday, June 16, 1998, at 10:00 a.m., Pacific time, and at any
adjournment thereof (the "Annual Meeting"). This proxy statement is first being
mailed to shareholders on or about May 13, 1998. Shareholders are requested to
sign, date and return the enclosed proxy card in order to ensure that their
shares are represented at the Annual Meeting.
The shares represented by each properly executed, unrevoked proxy card will
be voted as directed by the shareholder executing the proxy. If no direction is
made, the shares represented by each properly-executed, unrevoked proxy will be
voted "FOR" the election of management's nominees for the Board of Directors.
With respect to any other item of business that may come before the Annual
Meeting, the proxy confers upon the proxy holders' discretionary authority to
vote the proxy in accordance with their best judgment.
In addition to solicitation by mail, regular employees of the Company may
solicit proxies in person or by telephone without additional compensation. The
Company also will pay persons holding shares in their names or in the names of
their nominees, but not owning such shares beneficially, for the expenses of
forwarding soliciting materials to the beneficial owners of such shares. The
Company will bear all expenses incurred in soliciting its shareholders. Such
expenses are estimated not to exceed $10,000.
REVOCABILITY OF PROXY
Any proxy executed and given by a shareholder of the Company may be revoked
by the shareholder who executed it at any time before it is voted at the Annual
Meeting by delivering a written notice to the Secretary of the Company stating
that the proxy is revoked, by executing and delivering a subsequent proxy, or by
attending the Annual Meeting and voting in person. A proxy will also be deemed
to have been revoked if written notice of the death or incapacity of the maker
of such proxy is received by the Company before the vote with respect to which
such proxy is given.
RECORD DATE
Only holders of shares of Class A Common Stock of the Company ("Common
Stock") at the close of business on April 29, 1998 (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On the Record Date, there were 12,550,445 shares of Common Stock issued
and outstanding.
1
<PAGE>
VOTING RIGHTS AND REQUIREMENTS
The presence in person or by proxy of the holders of a majority of the
shares of Common Stock outstanding on the Record Date is required to constitute
a quorum for the transaction of business at the Annual Meeting. Holders of the
Common Stock are entitled to one vote for each share held as of the Record Date
except as otherwise described below in the event that shareholders are entitled
to cumulate votes in the election of directors. Assuming the presence of a
quorum, the affirmative vote of a majority of the shares of Common Stock
represented and voting at the Annual Meeting (which shares voting affirmatively
also constitute at least a majority of the required quorum) is required for the
shareholders to take action at the Annual Meeting with respect to any matter
other than the election of directors. In the election of directors (whether or
not cumulative voting is invoked in the election), the candidates receiving the
highest number of votes, up to the number of directors to be elected, shall be
elected.
In the election of directors, a shareholder shall not be entitled to
cumulate votes (i.e., cast for any one or more candidates a number of votes
greater than the number of such shareholder's shares) unless the candidate's or
candidates' names have been placed in nomination prior to commencement of the
voting and a shareholder has given notice prior to commencement of the voting of
such shareholder's intention to cumulate votes. As of the date of this Proxy
Statement, the Company has not received any such notice from a shareholder. If
any shareholder timely gives such a notice, each shareholder will be entitled to
cast in the election of directors such number of votes as is equal to the number
of shares held multiplied by the number of directors to be elected. Such votes
may then be cast for a single candidate or may be distributed among two or more
candidates in such proportion as may be determined by the shareholder.
The accompanying proxy card grants the named proxies discretionary authority
to vote cumulatively, if cumulative voting applies. In such event, unless
otherwise instructed, the named proxies intend to vote equally "FOR" each of the
six candidates for director. However, if sufficient numbers of Company
shareholders exercise cumulative voting rights to elect one or more candidates,
the named proxies will determine the number of directors they are entitled to
elect, select such number from among the named candidates, cumulate their votes,
and cast their votes for each candidate among the number they are entitled to
elect. If voting is not conducted by cumulative voting, shareholders holding a
majority of the Common Stock will be able to elect all of the directors, and the
other shareholders will be unable to elect any director or directors.
Votes cast by proxy or in person at the Annual Meeting will be counted by an
inspector of election appointed by the Board of Directors to act as election
inspector for the meeting. Shares represented by proxies that reflect
abstentions will be treated as present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions, however, will not constitute
a vote "for" or "against" any matter, and thus will be disregarded in the
calculation of a plurality or of votes cast on any matter submitted to the
shareholders for a vote.
The inspector of election will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and as to which the broker has physically indicated on the proxy that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered present for quorum purposes and may be entitled to vote on
other matters). Any unmarked proxies, including those submitted by brokers or
nominees, will be voted as indicated in the accompanying proxy card.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
The table below sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 29, 1998 by (i) each person
who is known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock; (ii) each director and/or nominee for director; (iii)
each of the Company's executive officers identified in the compensation table
under "Executive Compensation" (the "Named Executive Officers"); and (iv) all
executive officers and directors of the Company as a group. The Company is not
aware of any person who is not a Company director, nominee for director or
executive officer who beneficially owns more than 5% of the outstanding Common
Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP CLASS
- --------------------------------------------------- ------------------- -------------
<S> <C> <C>
Lon E. Bell (2)(3)(4).............................. 3,448,218 27.5%
Richard A. Weisbart (5)............................ 50,000 1.2%
Scott O. Davis (6)................................. 13,334 *
James L. Mertes (10)............................... 8,439 *
Daniel R. Coker (7)................................ 5,750 *
Roy A. Anderson (8)................................ 65,000 *
John W. Clark (8)(9)............................... 50,000 *
A. Stephens Hutchcraft, Jr. (8).................... 105,000 *
Michael R. Peevey (8).............................. 35,000 *
All executive officers and directors as a group
(9 persons) (2)(3)(4)(5)(6)(7)(8)(9)............. 3,779,491 30.1%
</TABLE>
- ------------------------
* Less than 1%.
(1) For all shareholders listed, the address is c/o Amerigon Incorporated, 5462
Irwindale Avenue, Irwindale, California 91706.
(2) 2,592,903 of the shares are held in an escrow which was created in
connection with the Company's initial public offering. Dr. Bell has sole
voting power over such shares, but has an economic interest in such shares
only to the extent conditions for release from the escrow are satisfied. See
"Escrow Shares" below.
(3) Includes an aggregate of 79,998 shares which Dr. Bell has transferred to
three trusts created for the benefit of his children. Dr. Bell and his wife
are co-trustees of these trusts and share voting power and investment power
with respect to these shares.
(4) Dr. Bell has granted options to purchase an aggregate of 598,838 shares of
his Common Stock to certain executive officers and employees of the Company
as follows: Mr. Coker, 5,000 shares; other employees, former employees and
consultants, 593,838 shares. Of these options, options to purchase 500,021
shares of Common Stock relate to Dr. Bell's Escrow Shares and are
exercisable only at such time, if ever, as the Escrow Shares are released as
Common Stock from Escrow, and the remaining options do not relate to Escrow
Shares. All of the 598,338 shares issuable upon the exercise of these
options are reported in the above table as being beneficially owned by Dr.
Bell. With respect to the other persons named in the table, the shares
covered by these options are reported as being beneficially owned by such
persons only to the extent that their respective options are exercisable on
or before June 28, 1998. The shares covered by options granted by Dr. Bell
have been tabulated only once for purposes of determining the beneficial
ownership of all directors and officers as a group.
(5) These shares have vested or will vest within sixty (60) days of the recorded
date and are included in 150,000 shares issuable upon exercise of options
granted to such executive officer under the Company's 1993 Stock Option
Plan.
3
<PAGE>
(6) These shares have vested or will vest within sixty (60) days of the recorded
date and are included in 40,000 shares issuable upon exercise of options
granted to such executive officer under the Company's 1993 Stock Option
Plan.
(7) Includes 4,500 shares issuable upon exercise of options granted to such
executive officers under the Company's 1993 Stock Option Plan and includes
1,250 shares issuable upon exercise of options granted by Dr. Bell, which
have vested to date. Does not include 3,750 shares issuable upon exercise of
options to purchase Dr. Bell's Escrow Shares, which vest only at such time,
if ever, as the Escrow Shares are released from Escrow.
(8) Includes, as to each of Messrs. Anderson, Clark, Hutchcraft, and Peevey,
21,667, 16,667, 34,999 and 11,667 shares, respectively, issuable upon
exercise of options granted to such directors under the Company's 1993 Stock
Option Plan and 43,333, 33,333, 70,001, and 23,333, respectively, issuable
upon exercise of options granted to such directors under the Company's 1997
Stock Option Plan.
(9) Includes 12,000 shares of Class A Common Stock.
ESCROW SHARES
In order to provide incentive to the management of the Company to achieve
certain stock price and income targets, and as a condition of the Company's
Initial Public Offering ("IPO") in June 1993, the Company's then existing
shareholders (the "Original Shareholders") placed 3,000,000 shares (the "Escrow
Shares") of Common Stock into escrow ("Escrow") pursuant to an agreement by and
among the Original Shareholders, the Company, and the escrow agent (the "Escrow
Agreement"). The Escrow Shares will automatically be released from Escrow to the
Original shareholders upon satisfaction of certain conditions with respect to
1,000,000 shares, referred to as "Escrow Target I," and upon satisfaction of
certain other conditions with respect to an additional 2,000,000 shares,
referred to as "Escrow Target II." Escrow Targets I and II are subject to
adjustment upon certain issuances of Common Stock. The Escrow Agreement will
terminate upon the earlier of the release of all the Escrow Shares or April 30,
1999 (the "Escrow Period"). During the Escrow Period, the Original Shareholders
may vote, but may not transfer, the Escrow Shares. However, options for Escrow
Shares may be granted. The conditions for release of the Escrow Shares are as
follows:
(a) Escrow Target I: 1,000,000 of the Escrow Shares will be released in the
event that the Company's Minimum Pretax Income (as defined below) for
fiscal year ending December 31, 1998 equals or exceeds the following
amounts, as adjusted to date: (if) (i) none of the presently outstanding
options or warrants are exercised, $20,373,000, and (ii) all of such
options or warrants (except outstanding warrants issued in connection
with the IPO and outstanding options granted under the 1993 Stock Option
Plan (collectively, the "Excluded Options and Warrants")) are exercised,
$33,883,000.
(b) Escrow Target II: The remaining 2,000,000 shares held in Escrow will be
released in the event that the Company's Minimum Pretax Income (as
defined below) for fiscal year ending December 31, 1998 equals or exceeds
the following amounts, as adjusted to date: (i) none of the presently
outstanding options or warrants are exercised, $30,560,000, and (ii)
assuming all of such options (other than the Excluded Options and
Warrants) are exercised), $50,825,000.
- ------------------------
"Minimum Pretax Income" means for any fiscal year the Company's net income
before provision for income taxes and exclusive of (i) any extraordinary items,
(ii) charges to income resulting from the release of the Escrow Shares or (iii)
charges to income resulting from options granted by Dr. Bell or of options
granted under the Company's 1993 Stock Option Plan, as reflected in the
Company's audited financial statements. The Escrow Agreement provides that the
minimum pretax income conditions in Escrow Target I and Escrow Target II be
adjusted for any issuance of Common Stock after the IPO other than stock issued
upon the exercise of the underwriter's over-allotment option granted in
connection with the IPO, the underwriter's warrants granted in connection with
the IPO or options under the 1993 Stock Option Plan.
4
<PAGE>
On April 30, 1999, all shares that have not been released from Escrow will
automatically be exchanged for shares of Class B Common Stock, which will then
be released from Escrow. The Class B Common Stock is neither transferable nor
convertible and its rights with respect to dividends and liquidation
distributions are inferior to those of the Class A Common Stock. Therefore, the
Class B Common Stock has limited economic value. Any money, securities, rights
or property distributed in respect of the Escrow Shares, including any property
distributed as dividends or pursuant to any stock split, merger,
recapitalization, dissolution, or total or partial liquidation of the Company,
shall be held in Escrow until release of the Escrow Shares. Any dividends or
other distributions made with respect to Escrow Shares for which the relevant
earnings levels have not been reached within the Escrow Period will be forfeited
and contributed to the capital of the Company on April 30, 1999.
Pursuant to the terms of a shareholders agreement among the Original
Shareholders, if Class B Common Stock is issued at the end of the Escrow Period,
and if any such shareholder, or the beneficiary of the trust which is the
shareholder, is not or ceases to be an employee, director or consultant of the
Company, then all of his shares of Class B Common Stock will be forfeited and
contributed to the capital of the Company by the shareholder for no additional
consideration. Furthermore, the agreement provides that Class B Common Stock may
be forfeited by each shareholder in order to ensure that each shareholder will
hold no more than one share of Class B Common Stock for each share of Common
Stock held by such shareholder, if only Escrow Target I has been met (after
giving effect to the release of one-third of the Escrow Shares to such
shareholder), or no more than three shares of Class B Common Stock for each
share of Common Stock held by such shareholder, if neither target is met.
The following sets forth the number of Escrow Shares owned by all
shareholders of the Company:
<TABLE>
<CAPTION>
<S> <C>
Dr. Bell......................................................................... 2,592,903
Allen Gillespie.................................................................. 218,100
Robert Diller.................................................................... 129,000
Trusts for the benefit of Dr. Bell's children.................................... 59,997
----------
3,000,000
----------
----------
</TABLE>
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting to elect six directors to the
Board of Directors to serve until the next Annual Meeting of Shareholders and
until their successors are elected and qualified.
It is intended that the proxies solicited by and received on behalf of the
Board of Directors will be voted "FOR" each of the nominees named below
(collectively, the "Nominees"), unless authority to so vote is withheld. If
voting for directors is conducted by cumulative voting, the proxies named on the
enclosed form of proxy will have discretionary authority (unless such authority
is withheld) to cumulate votes among the Nominees named herein in such
proportion as they see fit. If for any reason any Nominee should, prior to the
Annual Meeting, become unavailable for election as a director, an event not now
anticipated, the proxies will be voted for such substitute Nominee, if any, as
may be recommended by the Board of Directors. In no event, however, shall
proxies be voted for a greater number of persons than the number of Nominees
named herein.
The following biographies set forth information concerning the Nominees:
LON E. BELL, 57, has been the Chairman of the Board and Chief Executive
Officer of the Company since its formation in April 1991. He also served as
President of the Company since its formation until May, 1997 when Richard A.
Weisbart was appointed as President and Chief Operating Officer. Dr. Bell
co-founded Technar Incorporated ("Technar") with Dr. Allen Gillespie and Robert
Diller in 1967, which developed and manufactured automotive components. Dr. Bell
served as Technar's Chairman and President until selling majority ownership of
it to TRW Inc. in 1986. Dr. Bell continued managing Technar, then known as
5
<PAGE>
TRW Technar, as its President until 1991, when he left to form the Company. Dr.
Bell received a bachelor's degree in mathematics in 1962, a master's degree
rocket propulsion in 1963, and a Ph.D. in mechanical engineering in 1968 from
the California Institute of Technology.
ROY A. ANDERSON, 77, has been a director of the Company since June 1993. Mr.
Anderson is Chairman Emeritus of Lockheed Corporation. He served as Chairman of
the Board and Chief Executive Officer of Lockheed from 1977 until his retirement
on December 31, 1985. He continued to serve as a director of Lockheed until
December 31, 1990 and also served as a consultant to that company until December
31, 1992. Mr. Anderson is a member of the boards of directors of the Los Angeles
Music Center, the Greater Los Angeles United Way and the Los Angeles World
Affairs Council. He is Chairman and Chief Executive Officer of the Weingart
Foundation and Co-Chairman of the Select Panel of Project California.
JOHN W. CLARK, 54, has been a director of the Company since July 1996. Since
May 1995, Mr. Clark has been a General Partner of Westar Capital Associates, a
private equity investment company. From 1990 to May 1995, he was a private
investor. Prior to 1990, Mr. Clark was President of Valentec International
Corporation, a producer of metal and electronic components for military and
commercial products.
A. STEPHENS HUTCHCRAFT, Jr., 67, has been a director of the Company since
June 1993. From December 1992 through December 1993, Mr. Hutchcraft served as
Chairman and Chief Executive Officer of Kaiser Aluminum & Chemical Corporation,
and served as its President from 1982 to May 1993. He has been a director of
that company since 1982.
MICHAEL R. PEEVEY, 60, has been a director of the Company since June 1993.
From October 1990 until he retired in March 1993, Mr. Peevey was President of
Southern California Edison and SCE Corporation. From January 1986 to October
1990, he was Executive Vice President of Southern California Edison and SCE
Corporation. Mr. Peevey has been President and Chief Executive Officer of New
Energy Ventures, Inc., a consulting firm specializing in the energy markets,
since March 1995. Mr. Peevey also serves as a director of Electro Rent
Corporation, a lessor of electronic equipment, Dames & Moore, Inc., a provider
of environmental, engineering and construction management services, and Ocal,
Inc., a manufacturer of specialty steel products.
RICHARD A. WEISBART, 52, has been a director of the Company since May 1997
when he became President and Chief Operating Officer of the Company, succeeding
Dr. Bell in such capacities. Before joining the Company, Mr. Weisbart served as
Director, International Operations, for the Ford Division of Lear Corporation
since May 1996. Mr. Weisbart joined Lear Corporation in February 1994 as General
Manager of Lear Plastics Corporation, a wholly-owned subsidiary of Lear
Corporation. Prior to joining Lear Corporation, Mr. Weisbart was employed for
seven years by Smiths Industries, a company specializing in advanced avionics,
medical systems and specialized industrial products, most recently as Senior
Vice President, Operations.
RECOMMENDATION OF THE BOARD OF DIRECTORS; VOTE REQUIRED
The Board of Directors recommends that shareholders vote "FOR" the election
of each of the above-named Nominees. Each properly-executed, unrevoked proxy
will be voted "FOR" the election of each of the above-named Nominees unless the
shareholder executing such proxy indicates thereon that authority to vote for
all or any one of the Nominees is withheld. Assuming the presence of a quorum,
the director nominees receiving the highest number of affirmative votes cast, up
to the number of directors to be elected, will be elected as directors.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held twelve meetings during the fiscal year ended
December 31, 1997. Each director attended at least 75% of the total number of
meetings of the Board of Directors and of each committee on which the director
served during such fiscal year.
6
<PAGE>
The Board of Directors has an Audit Committee, a Compensation Committee and
a Nominating Committee. The Audit Committee provides advice and assistance to
the Board of Directors on accounting and financial reporting practices of the
Company. It also reviews the scope of audit work and findings of the firm of
independent public accountants who serve as auditors of the Company and monitors
the work of the Company's internal auditors. The Audit Committee consists of
Messrs. Anderson, Clark, Hutchcraft, and Peevey. The Audit Committee had one
meeting in 1997.
The Compensation Committee reviews and makes recommendations to the Board of
Directors concerning the compensation arrangements of the Company's executive
officers and administers the Company's 1993 and 1997 Stock Option Plans and
determines awards to be made thereunder. The Compensation Committee consists of
Messrs. Anderson, Clark, Hutchcraft, and Peevey. Joshua M. Newman served on the
Compensation Committee until his resignation as a director on April 24, 1997.
The Compensation Committee had no meetings in 1997. The duties of the former
Stock Option Committee were combined with the Compensation Committee in 1997.
The Nominating Committee considers potential candidates for director and
makes recommendations to the Board of Directors concerning director nominees.
The Nominating Committee, which was formed on April 8, 1997, consists of Dr.
Bell and Messrs. Peevey and Anderson. Decisions with respect to the Board's
nominees and the criteria to be applied in their selection are exclusively
within the discretion of the Nominating Committee. The Nominating Committee does
not intend to consider director nominees recommended by shareholders. The
Nominating Committee had no meetings in 1997.
DIRECTOR COMPENSATION
All directors are reimbursed for expenses incurred in attending Board of
Directors and committee meetings. In 1996, the Company's policy was to pay
directors who were not also officers of the Company (the "Non-Employee
Directors") $1,000 per meeting of the Board of Directors attended in person.
Non-Employee Directors who were members of committees of the Board of Directors
were also entitled to receive $1,000 per committee meeting attended, unless the
meeting was held immediately before or after a meeting of the Board of
Directors, in which event committee members were not entitled to receive any
additional compensation for attending such meeting.
Beginning in August 1996, and in light of the Company's lack of liquidity at
such time, each Non-Employee Director agreed to suspend indefinitely payment of
compensation for attendance at meetings of the Board of Directors and/or
committees thereof. On April 8, 1997, following completion of a public offering
of units consisting of the Company's Common Stock and Class A Warrants, the
Compensation Committee recommended, and the Board of Directors approved, the
grant to each of the Non-Employee Directors of options to purchase Common Stock,
which options are to be in lieu of the unpaid meeting fees and, in some cases,
additional compensation for the special contributions of such director and time
expenditures that were substantially greater than what is customary in
connection with meetings of the Board of Directors and/or committees thereof.
The number of options granted to each Non-Employee Director was based on the
number of meetings of the Board of Directors and one or more committees thereof
attended by such Non-Employee Director, as well as the Compensation Committee's
assessment of the level of participation of each Non-Employee Director at or in
connection with the work of the various committees. Based on the foregoing
factors, the Board of Directors approved the grant to the Non-Employee Directors
of options to purchase an aggregate of 330,000 shares of Common Stock
(collectively, the "Non-Employee Director Options").
A total of 110,000 of the Non-Employee Director Options (such options, the
"Plan Options") were granted under the Company's 1993 Stock Option Plan. Each of
the Plan Options is fully vested as of the date of grant and has an exercise
price equal to the closing bid price of the Common Stock on the date of grant,
or $3.375. The Plan Options granted to Non-Employee Directors will expire five
years from the date of grant, subject to earlier termination in the event that
the optionee's service on the Board of Directors
7
<PAGE>
terminates prior to the expiration of such period. If a Director terminates
service on the Board for any reason other than death, disability or retirement,
the Plan Options granted to such Director will be exercisable only for a period
of 30 days following such termination or until the stated expiration date of
such options, whichever is earlier. If a Director terminates service on account
of death or disability, prior to the stated expiration of his Plan Options, then
his Plan Options will be exercisable until the earlier of the stated option term
or one year from the date the director terminates service on the Board. If a
Director retires prior to the expiration of his Plan Options, then his Plan
Options will be exercisable only for a period of three months from the date of
such termination or the stated termination date in the option grant, whichever
is earlier. The Plan Options granted to each of Messrs. Roger E. Batzel and
Norman R. Prouty, Jr., who did not seek re-election to the Board of Directors in
1997, will expire three years from the date of grant. The remaining 220,000 of
the Non-Employee Director Options (the "Non-Plan Options") were approved at the
1997 Annual Meeting.
The 1997 Stock Option Plan (the "1997 Plan") was approved at the Annual
Meeting of the Shareholders in 1997. Beginning in 1997, the payment of meeting
or retainer fees to Non-Employee Directors was eliminated. In lieu of such fees
under the 1997 Plan, each of the Non-Employee Directors of the Company is
automatically granted options to purchase 5,000 shares of the Company's Common
Stock, with such grants being made on the first business day of each calendar
year, commencing in 1998.
The following table sets forth, for each of the Non-Employee Directors, (i)
the number of Plan Options granted to such director, and (ii) the total number
of Non-Employee Director Options granted or approved for grant to such director.
<TABLE>
<CAPTION>
NUMBER OF 1997 NUMBER OF 1993 TOTAL NON-EMPLOYEE
NON-EMPLOYEE DIRECTOR PLAN OPTIONS PLAN OPTIONS DIRECTOR OPTIONS
- ---------------------------------------- --------------- --------------- ------------------
<S> <C> <C> <C>
Roy A. Anderson......................... 48,333 21,667 70,000
Michael R. Peevey....................... 28,333 11,667 40,000
John W. Clark........................... 38,333 16,667 55,000
A. Stephens Hutchcraft, Jr.............. 75,001 34,999 110,000
------- ------ -------
TOTALS................................ 190,000 85,000 275,000
------- ------ -------
------- ------ -------
</TABLE>
EXECUTIVE OFFICERS
The following sets forth certain biographical information with respect to
the Company's executive officers:
<TABLE>
<CAPTION>
AGE
---
<S> <C>
EXECUTIVE OFFICERS:
Lon E. Bell............................................................................. 57
Richard A. Weisbart..................................................................... 52
Scott O. Davis.......................................................................... 52
Daniel R. Coker......................................................................... 45
James L. Mertes......................................................................... 45
</TABLE>
The positions and biographical descriptions of Dr. Bell and Mr. Weisbart are
included under "Election of Directors."
Mr. Davis is Chief Financial Officer, a position he has held since joining
the Company in June 1997. Previously, he was Chief Financial Officer for
Broadcom Corporation from 1995 through 1997 and as Chief Financial Officer for
PairGain Technologies from 1991 through 1994. Mr. Davis received his bachelor's
degree from the University of California at Santa Barbara in 1968 and a master's
degree in business administration from the University of California at Los
Angeles in 1974.
8
<PAGE>
Mr. Coker is Vice President of Sales and Marketing, a position he has held
since joining the Company in March 1996. Previously, he worked with Arvin, Inc.,
a tire pressure sensor manufacturer, from 1986 through 1995 as Vice President
and General Manager of North American Operations. Mr. Coker received his
bachelor's degree from Tennessee Technological University in 1974.
Mr. Mertes has served as Vice President of Quality and Operations since
1994. He joined the Company in December 1993 as Vice President of Quality.
Immediately prior to joining the Company, Mr. Mertes was Director of Quality at
TRW Sensor Operations, a unit of TRW Inc., for two years.
EXECUTIVE COMPENSATION
The following table sets forth information on the compensation of the
Company's Chief Executive Officer and its three most highly compensated
executive officers earning at least $100,000 in 1997 (the "Named Executive
Officers") for each of the three most recent fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL -------------
COMPENSATION(1) SECURITIES
--------------------- UNDERLYING
NAME/POSITION YEAR SALARY(2) BONUS OPTIONS(#)
- -------------------------------------------------------------------- --------- ---------- --------- -------------
<S> <C> <C> <C> <C>
Lon E. Bell......................................................... 1997 $ 134,784 $ 0 0
Chairman of the Board, Chief Executive Officer 1996 140,071 0 0
1995 131,481 0 0
Richard A. Weisbart................................................. 1997 120,962 0 150,000
President and Chief Operating Officer
Daniel R. Coker..................................................... 1997 138,170 36,667 4,500
V.P. of Sales and Marketing 1996 91,664 21,528 5,000
</TABLE>
- ------------------------
(1) No individual listed in the table received aggregate other compensation
exceeding $50,000 or 10% of the compensation reported in the table for such
individual or group.
(2) Amounts shown for 1996 include deferred compensation paid by the Company in
February 1997 following the Company's receipt of the net proceeds from its
public offering of Common Stock and Class A Warrants.
The Company has no employment or severance agreements with any of its
executive officers.
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1997
The following table sets forth certain information with respect to options
granted to the Named Executive Officers during the last completed fiscal year:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION ----------------------
NAME/POSITION GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
- --------------------------------------------- ----------- --------------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Weisbart.......................... 150,000 25.9% $ 3.63/share 5/5/02 $ 695,000 $ 877,000
President and Chief Operating Officer
Scott O. Davis............................... 40,000 6.9% 4.25/share 6/16/02 217,000 274,000
Chief Financial Officer
Daniel R. Coker.............................. 4,500 0.8% $ 2.28/share 6/20/02 23,000 29,000
V.P. of Sales and Marketing
</TABLE>
- ------------------------
(1) The amounts in these columns are based upon assumed rates of appreciation
over the option term which are prescribed by applicable Securities and
Exchange Commission ("SEC") regulations. Actual gains, if any, on stock
option exercises are dependent upon the future performance of the Common
Stock, overall market conditions and other factors.
9
<PAGE>
Of the options granted to Mr. Weisbart (the "Weisbart Options"), 82,664
shares were incentive stock options and 67,356 shares were non-qualified options
as defined in the Internal Revenue Code (the "Code"). The Weisbart Options are
exercisable in three annual increments beginning on May 5, 1998. The options
granted to Mr. Davis (the "Davis Options") and Mr. Coker (the "Coker Options")
were incentive stock options as defined in the Code. The Coker Options were
immediately exercisable at date of grant (June 20, 1997) and the Davis Options
are exercisable in three annual increments beginning June 16, 1998. The exercise
prices of the Weisbart Options, the Davis Options and the Coker Options
represent the fair market value, as defined in the 1993 Stock Option Plan, of
the Company's Common Stock on the respective grant dates of such options. The
Weisbart Options and the Davis Options expire on the date indicated in the table
above, subject to earlier termination in the event that either's employment with
the Company terminates prior to such date. If, prior to the expiration of the
Weisbart Options or the Davis Options, either of their employment with the
Company were to terminate for any reason other than his death, disability or
retirement, then the Weisbart Options and the Davis Options would only be
exercisable for 90 days following the effective date of such termination of
employment or until the stated expiration of the options, whichever first
occurs. If Mr. Weisbart or Mr. Davis dies or becomes disabled prior to the
expiration date of the respective options, such options would be exercisable for
a period of one year from the effective date of the termination of his
employment for such reason or until the stated expiration date of the options,
whichever first occurs. If Mr. Weisbart or Mr. Davis retires prior to the
expiration of the respective options, then such options will become exercisable
for a period of three months from the effective date of his retirement or until
the stated expiration date of the options, whichever first occurs. The exercise
price of the Weisbart Options, the Davis Options and the Coker Options is
subject to adjustment at the discretion of the Compensation Committee in the
event of changes in the number of shares of outstanding Common Stock due to
stock dividends, split-ups, consolidations, recapitalizations, reorganizations,
or like events.
AGGREGATE OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 1997 AND YEAR-END
VALUES
During 1997, none of the Named Executive Officers exercised any options
granted to them by the Company ("Company Options"), and none held "in the money"
Company Options as of December 31, 1997. The following table sets forth
information concerning the number of unexercised Company Options held by the
Named Executive Officers on December 31, 1997.
FISCAL YEAR-END OPTION HOLDINGS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT DECEMBER 31,
1997(1)
-----------------------
NAME EXERCISABLE/UNEXERCISABLE
- --------------------------------------------------------------------- -----------------------
<S> <C>
Lon E. Bell.......................................................... 0/0
Chairman and Chief Executive Officer
Richard A. Weisbart.................................................. 0/150,000
President and Chief Operating Officer
Scott O. Davis....................................................... 0/40,000
Chief Financial Officer
Daniel R. Coker...................................................... 5,750/40,000
V.P. of Sales and Marketing
</TABLE>
- ------------------------
(1) Does not include any options granted to a Named Executive Officer by Dr.
Bell, the Company's Chairman and Chief Executive Officer.
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1997, all four outside members of
the Board of Directors and Joshua Newman (until his resignation as a director on
April 24, 1997) comprised the Compensation Committee. Mr. Newman was also an
officer of the Company and was Vice President of Corporate Development and
Secretary and President and Chief Executive Officer of the Company's Advanced
Technologies Division until his resignation on April 24, 1997. Affiliates of Dr.
Bell and/or Mr. Peevey are parties to certain business contracts and
arrangements with the Company, as discussed below.
Dr. Bell co-founded CALSTART (a non-profit consortium of companies engaged
in the development and manufacture of products that benefit the environment) in
1992, served as its interim President, and for the last three years has served
on its Board of Directors and has been a member of its Executive Committee. In
addition, Mr. Peevey serves as Chairman of the Board of Directors of CALSTART.
During 1997, the Company leased space from CALSTART on a month-to-month
basis for approximately $3,300 per month until August 1, 1997 when that
operation was shut down. The Company believes that the terms of the lease were
at least as favorable to the Company as those that could have been obtained from
unaffiliated third parties.
The Company managed the Showcase Program, co-managed the Neighborhood
Electric Vehicle Program, and currently manages two other electric vehicle
programs for CALSTART, for which the Company recognized revenues of $679,000
from CALSTART in 1992, $1,649,000 in 1993, $802,000 in 1994, $2,198,000 in 1995,
$792,798 in 1996 and $389,000 in 1997. Such amounts represent reimbursement of
expenses incurred by the Company in managing the Showcase Program in 1992, for
four programs in 1993, for three programs in 1994, for four programs in 1995,
for two programs in 1996 and two programs in 1997.
In September 1996, Dr. Bell extended a $200,000 working capital loan to the
Company at an interest rate of 8% per annum due on demand. In January 1997 and
February 1997, Dr. Bell extended additional working capital loans of $100,000
and $150,000, respectively, to the Company, each bearing interest at 10% per
annum. The Company has repaid these loans using a portion of the net proceeds of
the public offering completed in March 1997.
Dr. David Bell, Dr. Lon Bell's son, was hired as a full time director-level
employee in the Company's electric vehicle and radar divisions. Dr. David Bell
was hired on terms and conditions and with compensation and responsibilities,
standard and consistent with employees in similar positions.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND PERFORMANCE GRAPH
INCLUDED IN THIS PROXY STATEMENT SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THE REPORT OR THE PERFORMANCE GRAPH BY
REFERENCE THEREIN, AND SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE
DEEMED FILED UNDER EITHER OF SUCH ACTS.
During the fiscal year ended December 31, 1997, the Company's Compensation
Committee (the "Committee") of the Board of Directors, changed from having eight
directors to four directors with the resignation of Messrs. Batzel, Prouty and
Newman. The directors comprising the Compensation Committee are Messrs.
Anderson, Clark, Hutchcraft, and Peevey. The Committee determines the
compensation of the directors and executive officers of the Company, including
the compensation in the form of stock options under the Company's 1993 and 1997
Stock Option Plans.
The Company's executive compensation programs are designed to provide
competitive levels of compensation in order to attract, retain and motivate
highly qualified employees; tie individual total compensation to individual and
Company performance; and align the interests of directors and executive
11
<PAGE>
officers with those of the Company's shareholders. The Company's executive
compensation consists of three components: base salary, bonus and stock options.
BASE SALARIES. In determining salaries for executive officers, the
Committee reviews base salary ranges for competitive positions in the market.
The Committee generally attempts to set base salary at or near the midpoint of
prevailing salaries for comparable positions at comparable companies. In
determining annual increases in base salary, the Committee considers (in
addition to competitive factors) the recommendations of the Company's Chief
Executive Officer and, in some instances, other members of senior management,
although no officer makes recommendations or participates in decisions with
respect to his or her own compensation. Management's recommendations and the
Committee's determinations are based on a subjective assessment of the relative
contributions made by the executive officer to the success of the Company in
achieving its strategic objectives. Such contributions are measured on the basis
of various subjective and objective criteria which are appropriate for the
officer's position and responsibilities within the Company. Examples of such
criteria include leadership, division or department performance relative to the
Company's budget and strategic plan for the year, achievement of certain project
milestones, and improvements in customer satisfaction.
During 1997, Dr. Bell, the Company's Chief Executive Officer, received a
base salary of $134,784. The determination of Dr. Bell's salary was made on the
basis of the factors described above and, in particular, the Committee's
subjective assessment of his leadership and contribution to the Company's
overall performance in achieving its strategic objectives. Such objectives are
not detailed herein because they are believed to constitute proprietary business
information, the disclosure of which would adversely affect the competitive
position of the Company.
BONUSES. The Committee may, in its discretion, award cash bonuses to
executive officers as an additional performance incentive and to recognize
extraordinary contributions to the Company's performance relative to its
strategic plan. Such bonuses are subjectively determined by the Committee using
substantially the same processes and factors as are described above for
determining salary increases, but without regard to competitive factors. Given
that the Company continued to incur operating losses in 1997, the Committee
determined not to award a bonus to Dr. Bell with respect to such year. The
Committee also favors performance-based bonuses relating to achievement of
milestone objectives.
STOCK OPTIONS. Options to purchase the Company's Common Stock may be
granted to executive officers under the 1993 and 1997 Stock Option Plan in the
discretion of the Compensation Committee. The Committee believes that such
option grants link the interests of management and shareholders by incentifying
management to build shareholder value.
Stock options are typically granted to an executive officer as an inducement
to commence employment with the Company. Thereafter, additional grants of stock
options may be made to such executive officer in the discretion of the
Compensation Committee to reward the performance of such officer or for other
reasons. In determining option grants, the Compensation Committee considers a
number of factors (including the officer's performance, his or her position
within the Company, and the number of shares or options currently held by the
officer), although the Compensation Committee does not attach greater weight to
any one factor over the others.
INTERNAL REVENUE CODE SECTION162(M). Given the current compensation levels
of the Company's executive officers and the Company's reported losses for
federal income tax purposes, the Committee does not presently anticipate that
the limitation contained in Section162(m) of the Internal Revenue Code will
affect the deductibility of compensation paid by the Company to its executive
officers.
CONTRACTUAL RESTRICTION ON INCREASES IN EXECUTIVE COMPENSATION. In
connection with the Company's public offering completed in March, 1997, the
Company agreed with the underwriter for the public offering that the Company
would not, until after March 18, 1998, increase the compensation of any of its
executive officers above the amounts paid to such officers as of October 8,
1996.
12
<PAGE>
PERFORMANCE GRAPH
The graph below compares the performance of the Company's Common Stock to
that of the Nasdaq Stock Market--US Index and the Nasdaq Non-Financial Index for
the period commencing June 10, 1993 (the date of the Company's initial public
offering) and ending December 31, 1997. During the period from June 10, 1993
through December 31, 1996, the Company has been in the development stage.
The indexes assume that the value of the investment in the Common Stock and
each index was $100 on June 10, 1993. The total shareholder returns depicted in
the graph are not necessarily indicative of future performance.
[GRAPH]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
JUNE 10 DEC. 31 DEC. 31 DEC. 31 DEC. 31 DEC. 31
1993 1993 1994 1995 1996 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Amerigon Incorporated................... 100 121.21 145.45 130.30 71.21 30.30
Peer Group.............................. 100 111.10 106.83 148.89 180.93 212.32
Broad Market............................ 100 110.56 108.07 152.84 187.99 230.69
</TABLE>
The Peer Group Chosen was:
NASDAQ NON-FINANCIAL INDEX
The Broad Market Index chosen was:
NASDAQ MARKET INDEX - U.S. COMPANIES
CERTAIN TRANSACTIONS
Affiliates of Dr. Bell and/or Mr. Peevey are parties to certain business
contracts and arrangements with the Company. See "Compensation Committee
Interlocks and Insider Participation" above.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP served as the Company's independent accountants for the
fiscal year ended December 31, 1997, and is expected to continue to serve in
such capacity for the current year. A representative of Price Waterhouse LLP
will be present at the Annual Meeting and will have the opportunity to make a
statement if they so choose. They will also be available to respond to
appropriate questions at such time.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company undertakes, on written request, to provide, without charge, each
person from whom the accompanying proxy is solicited, with a copy of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, as filed with the SEC, including the financial statements and schedules.
Requests should be addressed to Amerigon Incorporated, 5462 Irwindale Avenue,
Irwindale, California 91706 Attention: Corporate Secretary.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the relevant forms and written representations
furnished to the Company, there were four reports required by Section 16 (a) of
the Exchange Act that were not timely filed during the fiscal year ended
December 31, 1997. Form 4s--Statement of Changes in Beneficial Ownership--for
each of Messrs. Anderson, Clark, Hutchcraft and Peevey were not timely filed.
Form 5s--Annual Statement of Changes in Beneficial Ownership--for each of
Messrs. Anderson, Clark, Hutchcraft and
13
<PAGE>
Peevey were filed with the SEC on or about April 27, 1998, and such Form 5s
covers the transactions relating to the Form 4s that were not timely filed.
OTHER MATTERS
Management is not aware of any matters other than those described in this
proxy statement which will be presented for action at the Annual Meeting. If any
matters not referred to in this proxy statement should properly come before the
meeting, the persons named in the proxies will vote the shares represented
thereby in accordance with their judgment, and discretionary authority to vote
under such circumstances is included in the proxy. Matters incident to the
conduct of the meeting may also be voted upon pursuant to the proxies.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal that a shareholder intends to present at the next Annual
Meeting of Shareholders to be held in June, 1999 must be received at the
principal executive offices of the Company by January 13, 1999 if such proposal
is to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.
By Order of the Board of Directors,
/s/ SCOTT O. DAVIS
Scott O. Davis
SECRETARY
April 29, 1998
14
<PAGE>
P R O X Y AMERIGON INCORPORATED
5462 IRWINDALE AVENUE
IRWINDALE, CA 91706
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Lon E. Bell and
Richard A. Weisbart as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of Class A Common Stock of Amerigon Incorporated held of
record by the undersigned on April 29, 1998 at the Annual Meeting of
Shareholders to be held on June 16, 1998 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
/X/ Please mark you votes as in this example.
The election of directors for Amerigon Incorporated.
NOMINEES:
<TABLE>
<S> <C> <C>
Roy A. Anderson John W. Clark Michael R. Peevey
Lon E. Bell, Ph.D. A. Stephens Hutchcraft, Jr. Richard A. Weisbart
/ / FOR / / WITHHELD / / FOR ALL EXCEPT*
</TABLE>
__________________________________________
*Nominee Exception(s) (print name(s))
(This proxy grants the named proxies discretionary authority to vote
cumulatively as described in the accompanying proxy statement if cumulative
voting applies in the election of directors).
In their discretion, the proxies are authorized to vote upon such other
business that may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THIS CARD.
<PAGE>
Dated: ________________ , 1998
Signature ____________________
______________________________
Signature if held jointly
Please sign exactly as your
name appears. When shares are
held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporation name, by
President or other authorized
officer. If a partnership,
please sign in partnership
name, by authorized person.
