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PROSPECTUS FILED PURSUANT TO
---------- RULE 424(a)
REGISTRATION NO. 333-40454
AMERIGON INCORPORATED
2,740,400 Shares of
Common Stock
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The holders of our common stock who are identified in this prospectus may offer
and sell from time to time up to 2,740,400 shares (subject to adjustment in
certain circumstances) of our common stock by using this prospectus.
Our common stock covered by this prospectus may be sold from time to time in the
over-the-counter market to purchasers in certain states provided that such sales
satisfy the requirements for exemption from registration or qualification under
the applicable laws of such states, including, without limitation, the following
requirements: (1) all sales must be made either through broker-dealers acting
as agents for the holders of our common stock who are identified in this
prospectus or to broker-dealers who may purchase the securities as principals
and thereafter sell the securities from time to time in the over-the-counter
market, and all such broker-dealers are registered under the laws of any state
in which any sales are deemed to occur; (2) any compensation (including without
limitation, any discounts, concessions or commissions from the holders of our
common stock who are identified in this prospectus or the purchasers for whom
such broker-dealers may act as agents or to whom they may sell as principals)
paid to broker-dealers must not exceed customary commissions; and (3) all sales
must be made at market prices prevailing at the time of sale. See "Plan of
Distribution."
Amerigon Incorporated's common stock is traded on the Nasdaq SmallCap Market
under the ticker symbol "ARGN." On July 21, 2000, the closing sale price of the
common stock, as reported by Nasdaq, was $7.50 per share.
_______________________
This investment involves a high degree of risk. See "Risk Factors" beginning on
page 6 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is July 25, 2000.
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TABLE OF CONTENTS
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Page
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Forward-Looking Statements............................ 2
Prospectus Summary.................................... 3
Risk Factors.......................................... 6
Use of Proceeds....................................... 14
Selling Securityholders............................... 14
Plan of Distribution.................................. 17
Description of Securities to be Registered............ 17
Legal Matters......................................... 18
Experts............................................... 18
Available Information................................. 18
Information Incorporated by Reference................. 19
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents it incorporates by reference contain
forward-looking statements. Forward-looking statements relate to future periods
and include descriptions of our plans, objectives, and underlying assumptions
for future operations, our market opportunities, our acquisition opportunities,
and our ability to compete.
Generally, "may," "will," "expect," "believe," "estimate," "anticipate,"
"intend," "continue" and similar words identify forward-looking statements.
Forward-looking statements are based on our current expectations and are subject
to risks and uncertainties that can cause actual results to differ materially.
For information on these risks and uncertainties, see the "Risk Factors."
We urge you to consider these factors carefully in evaluating the forward-
looking statements contained in this prospectus. Forward-looking statements are
made only as of the date of this prospectus. We do not intend, and undertake no
obligation, to update these forward-looking statements.
As used in this prospectus, "Company," "we," "us" and "our" refer to
Amerigon Incorporated and its affiliates.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information appearing
elsewhere in this Prospectus or incorporated by reference herein. Investors
should also carefully consider the information set forth under "Risk Factors."
The Company
We are a designer, marketer and manufacturer of proprietary high technology
electronic components and systems for sale to automotive, truck and other
original equipment manufacturers ("OEMs"). We are currently focusing the
majority of our efforts on the introduction of our primary product, a Climate
Control Seat(TM) ("CCS(TM)") system, which provides year-round comfort by
providing both heating and cooling to seat occupants.
Additionally, we have a product still under development, our AmeriGuard(TM)
radar-based speed and distance sensor system, which alerts drivers to the
presence of objects near the vehicle.
Climate Control Seat System
In the past two years, we have supplied prototype seats containing our CCS
system to virtually every major automobile manufacturer and seat supplier. As a
result of this process, we were selected by Ford Motor Company ("Ford") to
supply our CCS product to Johnson Controls, Inc. ("JCI") for installation in the
2000 model year Lincoln Navigator SUV. According to Automotive News,
approximately 43,000 of these vehicles were produced in the 1999 calendar year.
The CCS product is currently being offered as an optional feature on this
vehicle, replacing the traditional seat heater. Initial production shipments to
JCI commenced in late November 1999.
On March 27, 2000, we entered into a Value Participation Agreement ("VPA")
with Ford. Pursuant to the VPA, Ford agreed that, through December 31, 2004, we
have the exclusive right to manufacture and supply heated and cooled or heated
and ventilated seats to Ford's tier 1 suppliers for installation in Ford,
Lincoln and Mercury branded vehicles produced and sold in North America (other
than Ford branded vehicles produced by AutoAlliance International, Inc.). Ford
is not obligated to purchase any CCS units under the VPA.
We are also in pre-production preparation to supply our CCS product to a
major Japanese automotive manufacturer for installation in a 2001 model year
luxury vehicle. We are working with many other automotive OEMs and their seat
suppliers in an effort to have the CCS product included in other models
commencing with the 2002 model year and beyond. We currently have active
development programs on nine other vehicle platforms, but no assurance can be
given that our CCS system will be implemented in any of these vehicles.
Currently, we are enjoying several competitive advantages including:
. Innovative product - our CCS system is the only product currently offered
that provides both active heating and cooling for automotive seats;
. Proprietary technology - we own three patents, exclusively license three
other patents and have one patent application pending relating to our CCS
technology;
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. Time to market - it typically takes approximately five years for a new
component to be developed and introduced in a new automotive model, which
creates a significant barrier to entry for competing products and technologies;
and
. Seasoned automotive management team - our management team has substantial
experience in the automotive industry, both individually and collectively.
CCS System Market Opportunity
By providing both a heating and cooling solution, we believe that the
potential market for the CCS system is much larger than just the heated seat
market alone. Some of the characteristics for this market opportunity include:
. Approximately 56 million cars and light trucks were sold worldwide in 1999
(Source: Automotive News);
. Assuming 2 front seats per vehicle, 112 million front seats are sold
annually; and
. The Company estimates that between 12 to 15 million traditional electric
resistance heated seats are sold in new automobiles each year.
New entrants to the automotive components industry that wish to produce and
supply innovative seating components must undergo a rigorous qualification
process, which takes approximately five years. We believe that in addition to
deterring new entrants, the existence of this qualification process represents
switching costs for module integrators that are required to assist the new
supplier in meeting automakers' requirements. Additionally, we believe module
integrators are, like their automaker customers, trying to limit the number of
suppliers.
CCS Strategy
Our strategy is to build upon the existing relationships currently in place
between automobile manufacturers and their suppliers and to become the leading
provider of climate controlled seating to the automotive marketplace. Key
elements of our strategy include:
. Continuing to partner with major automotive seat companies;
. Completing the next generation of the CCS technology;
. Increasing global penetration with global automotive companies; and
. Continuing to expand our intellectual property.
AmeriGuard Radar System
Our AmeriGuard product is still under development, although we have sold
AmeriGuard prototypes to various automotive and other companies. We are
initially marketing it primarily as a backup warning system (BWS) for heavy
trucks. We have been engaged in a multiphase test of our system with the New
Mexico State Highway and Transportation Department and have recently delivered
sixty systems to them for evaluation. In addition, we are currently working to
obtain a development program with one of the world's leading suppliers of
lighting systems for trucks and buses with a goal of
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integrating our radar product into its lighting systems for heavy trucks. Our
radar technology has many advantages over the other technologies currently in
use:
. Our radar sensors transmit and receive through the plastics typically used in
bumper assemblies and lamp lenses;
. Our radar products operate in rain, snow and when coated with thin layers of
ice; and
. Our radar utilizes solid-state electronics which require no maintenance or
calibration.
Recent Developments
As a result of the extensive knowledge of thermoelectric technology
obtained during the development of the CCS product, we have decided to establish
a formal research and development program whereby improvements in thermoelectric
technology will be pursued. The objective of this effort will be to expand and
exploit the application of thermoelectric devices beyond CCS and to non-
automotive applications.
In June 2000, we raised $12.5 million in gross proceeds from a private
placement of 2,500,000 shares of our common stock at an offering price of $5.00
per share.
Corporate History
We were incorporated in California in 1991 and originally focused our
efforts on developing electric vehicles and high technology automotive systems.
Because the electric vehicle market did not develop as rapidly as anticipated,
we substantially scaled back our efforts in that area beginning in 1997 and
completely disposed of our electric vehicle business in June 1999. Our
headquarters are located at 5462 Irwindale Avenue, Irwindale, California 91706,
telephone (626) 815-7400.
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RISK FACTORS
Investment in our common stock is speculative and involves a high degree of
risk. You should only purchase shares if you can afford to lose your entire
investment. In deciding whether to buy our common stock, you should carefully
consider the following risk factors, the other information contained in this
prospectus and the other information we have incorporated by reference.
Risks Relating to the Company's Business
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Early Stage of Commercialization
Although we began operations in 1991, we are only in the early stages of
commercial manufacturing and marketing of our products. We originally focused
our efforts on developing electric vehicles and other automotive systems.
Because the electric vehicle market did not develop as rapidly as we
anticipated, we substantially scaled back our efforts in that area beginning in
1997 and completely disposed of our electric vehicle business in June 1999 to
focus completely on our CCS and radar products. In December 1997, we received
our first production orders for our CCS product, but shipments of production
units in 1998 were very small. We were selected by Ford to supply our CCS
product to JCI for installation in the 2000 model year Lincoln Navigator SUV.
The CCS product is currently being offered as an optional feature on this
vehicle and we commenced initial production shipments to JCI in late November
1999. There can be no assurance that sales will significantly increase, or that
we will become profitable.
Substantial Operating Losses Since Inception
We have incurred substantial operating losses since our inception. As of
December 31, 1999 and December 31, 1998, we had accumulated deficits since
inception of $43,880,000 and $36,305,000, respectively. Our accumulated
deficits are attributable to the costs of developmental and other start-up
activities, including the industrial design, development and marketing of our
products and a significant loss incurred on a major electric vehicle development
contract. Of the $23 million we spent between inception and 1996, $18 to $21
million of that amount was spent on electric vehicles or integrated voice
technology, another discontinued product. As is typical for a development
company transitioning for the first time into a production company, we have
continued to incur losses due to continuing expenses without significant
revenues or profit margins on the sale of products, and expect to incur
significant losses for the foreseeable future.
We have not achieved profitability on a quarterly or annual basis to date
and may continue to incur net losses for the foreseeable future. Failure to
achieve profitability could deplete our current capital resources and reduce our
ability to raise additional capital. We incurred net losses of approximately
$5.4 million in 1997, $7.7 million in 1998, $7.6 million in 1999 and $2.1
million in the three months ended March 31, 2000. We had an accumulated deficit
of approximately $43.9 million as of December 31, 1999 and approximately $45.9
million as of March 31, 2000. The report of our independent accountants with
respect to the audited financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 1999 states that our recurring losses,
negative cash flows from operations, significant accumulated deficit and
expectation of incurring future losses raise substantial doubts about our
ability to continue as a going concern. We expect to increase our operating
expenses significantly, expand our sales and marketing operations and continue
to develop and expand our product and service offerings. If increased revenues
do not accompany these increased expenses, our business, financial condition and
results of operations would be materially adversely affected.
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Dependence on Acceptance by Consumers; Market Competition
We have engaged in a lengthy development process on the CCS product which
involved developing a prototype for proof of concept and then adapting the basic
system to actual seats provided by various automotive OEMs and their seat
suppliers. In the last two years, we have supplied prototype seats containing
our CCS system to virtually every major car manufacturer. As a result of this
process, we were selected by Ford to supply our CCS product to JCI for
installation in the 2000 model year Lincoln Navigator SUV. The CCS product is
currently being offered as an optional feature on this vehicle. We commenced
initial production shipments to JCI in late November 1999. We are working with
many other automotive OEMs and their seat suppliers in an effort to have the CCS
product included in other models commencing with the 2001 model year and beyond.
We currently have active development programs on nine other vehicle platforms,
but no assurance can be given that our CCS system will be implemented in any of
these vehicles. Furthermore, there is no assurance that consumers will accept
or desire our CCS product, particularly at the prices which will be charged by
the OEM for the feature. This may prevent our CCS product from becoming a
standard (as opposed to an optional) feature in vehicles and also may prevent
other automotive OEMs from adopting our CCS product as an optional or standard
feature for other models.
Need for Additional Financing
As is customary for a company only now initiating production, we have
experienced negative cash flow from operations since our inception and have
expended, and expect to continue to expend, substantial funds to continue our
development and marketing efforts. In addition, as our CCS product now requires
production in larger quantities, we will incur increased manufacturing costs.
We have not generated and do not expect to generate in the near future
sufficient revenues from the sales of our principal products to cover our
operating expenses. In addition to the proceeds from the Offering, we will
require additional financing through bank borrowings, debt or equity financing
or otherwise to finance our planned operations. No assurance can be given that
such alternate funding sources can be obtained or will provide sufficient, if
any, financing for us.
At this time, funds from operations are not sufficient to meet our
anticipated financial requirements. Based on current plans, we believe that the
net funds raised from sale of the common stock offered in our June 2000 private
placement, together with current cash balances and funds from operations, will
be sufficient to meet our operating needs for up to the next 18 months. The
actual amount of funds that we will need to operate during this period will be
determined by many factors, some of which are beyond our control. Therefore, we
may need funds sooner than currently anticipated.
Dependence on Relationships with Third Parties
Our ability to successfully market and manufacture our products is
dependent on relationships with both third party suppliers and customers.
CCS
Our success in marketing the CCS product is dependent on acceptance of our
product by automotive OEMs and their seat suppliers. The CCS product is being
offered as an optional feature on the 2000 model year Lincoln Navigator SUV and
we are working with many other automotive OEMs and their seat suppliers in an
effort to have the CCS product included in other models commencing with the 2001
model year and beyond. However, there is no assurance that automotive OEMs will
accept our product.
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We rely on various vendors and suppliers for the components of our products
and procure these components through purchase orders, with no guaranteed supply
arrangements. While we believe that there are a number of alternative sources
for most of these components, certain components, including thermoelectric
devices, are only available 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 on reasonable terms
or at all, could materially adversely affect our business, operations and cash
flows.
Radar
In light of the lengthy sales cycles to automotive OEMs and recent
successes with our radar products in tests with trucks and heavy construction
equipment, we have decided to focus our radar product in the truck and heavy
construction equipment market rather than sales to automotive OEMs for passenger
vehicles. We are currently working to obtain a development program with one of
the world's leading suppliers of lighting systems for trucks and buses with a
goal of integrating our radar product into its lighting systems for heavy
trucks. However, we do not yet have a commitment from this company and, in any
event, the success of this approach will depend in part on the other party's own
competitive, marketing and strategic considerations, including the relative
advantages of alternative products being developed and/or marketed by such
party.
Limited Manufacturing Experience
To date, we have been engaged in only limited manufacturing in small
quantities, and there can be no assurance that our efforts to establish our
manufacturing operations for any of our products will not exceed estimated costs
or take longer than expected or that other unanticipated problems will not arise
which will materially adversely affect our operations, financial condition
and/or business 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 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 a material adverse effect on our business
and financial condition. Moreover, the inability to meet demand for our
products on a timely basis would materially adversely affect our reputation and
prospects.
Limited Marketing Capabilities; Uncertainty of Market Acceptance
Because of the sophisticated nature and early stage of development of our
products, we will be required to educate potential customers and successfully
demonstrate that the merits of our products justify the costs associated with
such products. In certain cases, however, we will likely encounter resistance
from customers reluctant to make the modifications necessary to incorporate our
products into their products or production processes. In some instances, we may
be required to rely on our distributors or other strategic partners to market
our products. The success of any such relationship will depend in part on the
other party's own competitive, marketing and strategic considerations, including
the relative advantages of alternative products being developed and/or marketed
by any such party. There can be no assurance that we will be able to market our
products properly so as to generate meaningful product sales.
Time Lag from Prototype to Commercial Sales
The sales cycle in the automotive components industry is lengthy and can be
as long as five 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
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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. As a result, from the
time that an OEM develops a strong interest in our CCS product, it normally will
take several years before our CCS is available to consumers in that OEM's
vehicles.
Radar Technology Still in Development Stage
In contrast to CCS, which has begun commercial production, our AmeriGuard
product is still in a developmental stage. As with all development projects,
the Board of Directors will monitor its progress and future prospects carefully.
If current testing with the New Mexico Highway and Transportation Department is
unsuccessful or our efforts to obtain a development program with a supplier of
truck lighting systems fail, the Board may reconsider its decision to continue
development of the radar technology.
Competition; Possible Obsolescence of Technology
The automotive component industry is subject to intense competition.
Virtually all of our competitors are substantially larger in size, have
substantially greater financial, marketing and other resources than we do, and
have more extensive experience and records of successful operations than we do.
Competition extends to attracting and retaining qualified technical and
marketing personnel. There can be no assurance that we will successfully
differentiate our products from those of our competitors, that the marketplace
will consider our current or proposed products to be superior or even comparable
to those of its competitors, or that we can succeed in establishing
relationships with automobile manufacturers. Furthermore, no assurance can be
given that competitive pressures we face will not adversely affect our financial
performance. Due to the rapid pace of technological change, as with any
technology-based product, our products may even be rendered obsolete by future
developments in the industry. Our competitive position would be adversely
affected if we were unable to anticipate such future developments and obtain
access to the new technology.
Limited Protection of Patents and Proprietary Rights
As of December 31, 1999, we owned three patents and had three patents
pending. We were also licensees of sixteen patents. We believe that patents
and proprietary rights have been and will continue to be very important in
enabling us to compete. There can be no assurance that any new patents will be
granted or that our or our licensors' patents and proprietary rights will not be
challenged or circumvented or will provide us with any meaningful competitive
advantages or that any pending patent applications will issue. Furthermore,
there can be no assurance that others will not independently develop similar
products or will not design around any patents that have been or may be issued
to our licensors or us. Failure to obtain patents in certain foreign countries
may materially adversely affect our ability to compete effectively in certain
international markets. We are aware that an unrelated party filed a patent
application in Japan on March 30, 1992 with respect to technology similar to our
CCS technology. We recently became aware of a patent issued in Japan on
November 10, 1998 and in the U.S. on July 20, 1999 regarding a temperature
conditioner which is similar to one component of our CCS technology. These are
in the name of affiliates of Honda Motor Co., Ltd. and, if upheld, could have a
material adverse effect upon our intellectual property position. We believe,
however, that there is substantial doubt that such patents will be upheld.
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We hold current and future rights to licensed technology through licensing
agreements requiring the payment of minimum royalties and must continue to
comply with those licensing agreements. Failure to do so or loss of such
agreements could materially and adversely affect our business.
We also rely on trade secrets that we seek to protect, in part, through
confidentiality and non-disclosure agreements with employees, customers,
suppliers and other parties. There can be no assurance that these agreements
will not be breached, that we would have adequate remedies for any such breach
or that our trade secrets will not otherwise become known to or independently
developed by competitors. To the extent that consultants, key employees or
other third parties apply technological information independently developed by
them or by others to our proposed projects, disputes may arise as to the
proprietary rights to such information which may not be resolved in our favor.
We 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 us and diversion of effort by our 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.
Exclusive License on Heated and Cooled Seats; Non-Exclusive License on Radar
Technology
In 1997, we negotiated with the licensor of the CCS technology an exclusive
license for the manufacture and sale of licensed products for installation or
use in automobiles, trucks, buses, vans and recreational vehicles. As part of
the agreement, all intellectual property developed by us related to variable
temperature seats is owned by us but such licensor will have the right to
license our technology on a non-exclusive basis for use other than in
automobiles, trucks, buses, vans and recreational vehicles.
Our license from Lawrence Livermore National Laboratory (LLNL) for one type
of radar technology became non-exclusive as of December 31, 1998. The lack of
exclusivity means that we have reduced intellectual property protection for
technology developed from this license and face possible competition from other
companies which can acquire this license from LLNL.
Special Factors Applicable to the Automotive Industry in General
Automotive customers typically reserve the right to unilaterally cancel
contracts completely or to require unilateral price reductions. Although they
generally reimburse companies for actual out-of-pocket costs incurred with
respect to the particular contract up to the point of cancellation, these
reimbursements typically do not cover costs associated with acquiring general
purpose assets such as facilities and capital equipment, and may be subject to
negotiation and substantial delays in receipts by us. Any unilateral
cancellation of, or price reduction with respect to, any contract that we may
obtain could reduce or eliminate any financial benefits anticipated from such
contract and could have a material adverse effect on our financial condition and
results of operations.
Dependence on Key Personnel
Our success will depend to a large extent upon the continued contributions
of Richard A. Weisbart, President and Chief Executive Officer and a director and
Dr. Lon E. Bell, Director of Technology, a director and our founder. We have
obtained key-person life insurance coverage in the amount of $2,000,000 on the
life of Dr. Bell. The loss of the services of Dr. Bell, Mr. Weisbart or any of
our executive personnel could materially adversely affect us.
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Need to Retain Technical Personnel
Our success will depend, in part, upon our ability to retain qualified
engineering and other technical and marketing personnel. There is significant
competition for technologically qualified personnel in the geographical area of
our business and we may not be successful in recruiting or retaining sufficient
qualified personnel.
Reliance on Major Contractors
We have in the past engaged certain outside contractors to perform product
assembly and other production functions for us, and we anticipate that we may
desire to engage contractors for such purposes in the future. We believe that
there are a number of outside contractors that provide services of the kind that
have been used by us in the past and that we may desire to use in the future.
However, no assurance can be given that any such contractors would agree to work
for us on terms acceptable to us or at all. Our inability to engage outside
contractors on acceptable terms or at all would impair our ability to complete
any development and/or manufacturing contracts for which outside contractors'
services may be needed. Moreover, our reliance upon third party contractors for
certain production functions will reduce our control over the manufacture of its
products and will make us dependent in part upon such third parties to deliver
its products in a timely manner, with satisfactory quality controls and on a
competitive basis.
Risk of International Operations
We may engage contractors located in foreign countries. Accordingly, we
will be subject to all of the risks inherent in international operations,
including work stoppages, transportation delays and interruptions, political
instability, foreign currency fluctuations, economic disruptions, the imposition
of tariffs and import and export controls, changes in governmental policies and
other factors which could have an adverse effect on our business.
Potential Product Liability
Our business will expose us 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 our products. If available, product liability insurance generally is
expensive. While we presently have $6,000,000 of product liability coverage
with an additional $3,000,000 in product recall coverage, there can be no
assurance that we will be able to obtain or maintain such insurance on
acceptable terms with respect to other products we may develop, or that any
insurance obtained will provide adequate protection against any potential
liabilities. When and if high volume production begins, we expect to purchase
additional insurance coverage. In the event of a successful claim against us, a
lack or insufficiency of insurance coverage could have a material adverse effect
on our business and operations.
Risk of Foreign Sales
Many of the world's largest automotive OEMs are located in foreign
countries. Accordingly, our business is subject to many of the risks of
international operations, including governmental controls, tariff restrictions,
foreign currency fluctuations and currency control regulations. However,
historically, substantially all of our sales to foreign countries have been
denominated in U.S. dollars. As such, our historical net exposure to foreign
currency fluctuations has not been material. No assurance can be given that
future contracts will be denominated in U.S. dollars, however.
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Risks Relating to Share Ownership
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Controlling Shareholders.
On March 29, 1999, we entered into a Securities Purchase Agreement with
Westar Capital II LLC ("Westar Capital II") and Big Beaver Investments LLC ("Big
Beaver") (the "Preferred Stockholders") pursuant to which the Preferred
Stockholders invested $9 million in Amerigon in return for 9,000 shares of
Series A Preferred Stock (which are convertible into shares of our common stock
at an initial conversion price of $1.675 per common share) and contingent
warrants. The contingent warrants are exercisable only to the extent certain
other warrants to purchase shares of our common stock are exercised, and then
only to purchase a number of shares in proportion to the shares purchased by the
exercise of such other warrants in an amount equal to the percentage interest in
us that they had in us after the initial investment (on an as converted basis).
In connection with this transaction, the Preferred Stockholders obtained the
right to elect a majority of our directors as well as rights of first refusal on
future financings and registration rights. In addition, based upon the terms of
the Series A Preferred Stock at June 14, 2000, the Preferred Stockholders would
have approximately 58.4% of our common equity (on an as converted basis,
excluding options and warrants).
As part of the VPA, we granted to Ford warrants exercisable for shares of
our common stock. A warrant for the right to purchase 82,197 shares of our
common stock at an exercise price of $2.75 per share was issued and fully vested
on March 27, 2000. An additional warrant for 26,148 shares of our common stock
was issued due to certain antidilution provisions triggered by the sale of 2.5
million common shares on June 14, 2000. Additional warrants will be granted and
vested based upon purchases by Ford of a specified number of CCS units
throughout the length of the VPA. The exercise prices of these additional
warrants depend on when such warrants vest, with the exercise price increasing
each year. If Ford does not achieve specific goals in any year, the VPA
contains provisions for Ford to make up the shortfall in the next succeeding
year. If Ford achieves all of the incentive levels required under the VPA,
warrants will be granted and vested for an additional 1,300,140 shares of our
common stock. The total number of shares subject to warrants which may become
vested will be adjusted in certain circumstances for antidilution purposes,
including an adjustment for equity issuances of up to $15 million on or before
September 30, 2000, so that the percentage interest in us represented by the
aggregate number of shares subject to warrants is not diluted by such issuances.
Fluctuations in Quarterly Results; Small "Float" and Possible Volatility of
Stock Price.
Our quarterly operating results may fluctuate significantly in the future
due to such factors as acceptance of our product by OEMs and consumers, timing
of our product introductions and our competitors, availability and pricing of
components from third parties, timing of orders, foreign currency exchange
rates, technological changes and economic conditions generally. Broad market
fluctuations in the stock markets can, obviously, adversely affect the market
price of our common stock. In addition, failure to meet or exceed analysts'
expectations of financial performance may result in immediate and significant
price and volume fluctuations in our common stock.
Without a significantly larger number of shares available for trading by
the public, or public "float," our common stock will be less liquid than stocks
with broader public ownership, and as a result, trading prices of the common
stock may significantly fluctuate and certain institutional investors may be
unwilling to invest in such a thinly traded security.
12
<PAGE>
Anti-Takeover Effects of Preferred Stock.
The Series A Preferred Stock which is outstanding confers upon its holders
the right to elect five of seven members of the Board of Directors. In
addition, the Series A Preferred Stock will vote together with the shares of our
common stock on any other matter submitted to shareholders. Based upon the
terms of the Series A Preferred Stock at June 14, 2000, the Preferred
Stockholders would have approximately 58.4% of our common equity (on an as
converted basis, excluding options and warrants) and the ability to approve or
prevent any subsequent change in control.
In addition, our 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 our 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 our outstanding voting
stock.
Future Sales of Eligible Shares May Lower Price of Common Shares
Sales of substantial amounts of our common stock into the public market
could lower the stock market price. Due to the following, future sales of
substantial amounts are possible:
. As of the close of trading on June 23, 2000, we have 4,414,189 shares of
our common stock outstanding, of which 1,914,189 are eligible for sale
under Rule 144 of the Securities Act of 1933 (as amended). In addition,
employees and directors (who are not deemed affiliates) hold options to
buy 887,107 shares of our common stock, 843,940 of which are under the
1993 and 1997 Employee Stock Option Plans and 43,167 of which are non-
plan options. The common stock to be issued upon exercise of these
options, has been registered, and therefore, may be freely sold when
issued. We also have outstanding warrants to buy 2,555,118 shares of our
common stock. In addition, we have 1,653,520 contingent warrants, which
are exercisable only if certain other warrants are exercised and only to
the extent that such other warrants are exercised. Any shares registered
will be eligible for resale. If these shares are not sold, they may be
included in certain registration statements to be filed by us in the
future.
. We may issue options to purchase up to an additional 557,960 shares of
our common stock under our 1993 and 1997 stock option plans. These
options will be fully transferable when issued.
. The holders of our Series A preferred stock may convert it into
5,373,134 shares of our common stock. These holders possess demand and
piggyback registration rights. Future sales by them could depress the
market price of our common stock.
Lack of Dividends on Common Stock
We have never paid any cash dividends on our common stock and do not
anticipate paying dividends in the near future.
13
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock offered by the Selling Securityholders pursuant to this prospectus.
However, we will receive the proceeds upon the exercise of warrants to purchase
shares of Common Stock held by certain Selling Securityholders. Such proceeds,
when received by us, will be used for general corporate purposes.
SELLING SECURITYHOLDERS
The shares of common stock offered pursuant to this prospectus have been
issued to the Selling Securityholders (or their assignees) directly by our
company. Of the shares of our common stock covered by this prospectus, we:
- issued 2,500,000 shares in a private placement completed in June 2000
pursuant to an exemption from registration contained in Regulation D
promulgated under Section 4(2) of the Securities Act.;
- will issue up to 240,400 shares upon exercise of warrants and options
held by certain Selling Securityholders, subject to adjustment under
certain circumstances.
The following table sets forth certain information with respect to the
beneficial ownership of shares of our common stock by the Selling
Securityholders as of June 14, 2000 and the number of shares which may be
offered pursuant to this prospectus for the account of each of the Selling
Securityholders or their transferees from time to time. Except as described in
the footnotes to the table, to the best of our knowledge, none of the Selling
Securityholders has had any position, office or other material relationship with
our company or any of our affiliates.
<TABLE>
<CAPTION>
Number of Shares Maximum Number of Number of Shares Percentage of
Beneficially Owned Shares Which May Be Beneficially Owned Class Beneficially
Prior to the Sold in the After the Offering Owned After the
Selling Securityholder Offering (1) Offering (1) (2) Offering (2)
<S> <C> <C> <C> <C>
Roger K . Baumberger 9,250 9,250 0 *
Martin A. Bell 19,040 19,040 0 *
Big Beaver 150,000 150,000 0 5.47%
Investments, LLC (3)
BLT Receivables, LLC 10,000 10,000 0 *
H. Russell Bomhoff 8,000 8,000 0 *
Alison Brown 572 572 0 *
C.B. Wilber Investments, L.L.C. 20,000 20,000 0 *
Vito Capotorto 952 952 0 *
Clarion Capital Corporation 60,000 60,000 0 2.19%
Clarion Partners, L.P. 40,800 40,800 0 *
Clarion Offshore Fund Ltd. 19,200 19,200 0 *
J. Morton Davis 14,184 14,184 0 *
D.H. Blair & Co., Inc. 19,040 19,040 0 *
D.H. Blair Investment Banking 14,184 14,184 0 *
Corp.
William P. Dioguardia 900 900 0 *
The dotCom Fund, L.L.C. 60,000 60,000 0 2.19%
</TABLE>
14
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Endeavor Asset Management, L.P. 50,000 50,000 0 1.82%
Michael Epstein 2,000 2,000 0 *
Carl Frankson 10,000 10,000 0 *
Vito Galati 15,000 15,000 0 *
Robert Giannini 500 500 0 *
Aaron M. Gurewitz (4) 1,000 1,000 0 *
Steven D. Heinemann 50,000 50,000 0 1.82%
Jeff Ho 10,000 10,000 0 *
Lighthouse Genesis Partners USA, 20,000 20,000 0 *
L.P.
Arnold H. Kraus and Barbara 5,000 5,000 0 *
Kraus TTEES F/B/O The Kraus
Rev. Trust (4)
Matthies Family Trust DTD 1/1/91 5,000 5,000 0 *
Dave Nachamie 952 952 0 *
Arnold Owen TTEE Guaranteed & 10,000 10,000 0 *
Trust Co. F/B/O Arnold Owen
712-96023
Pemigewasset Partners, L.P. 30,000 30,000 0 *
Pharos Genesis Fund 130,000 130,000 0 4.74%
Potomac Capital Partners, LP 10,000 10,000 0 *
Precision Capital Partners, LP 50,000 50,000 0 1.82%
Ruki Renov 68,865 56,740 12,125 2.07%
RLR Partners L.P. 25,000 25,000 0 *
RMM International, LLC 20,000 20,000 0 *
Byron Roth and Michelle Roth 5,000 5,000 0 *
CO-TTES of the Roth Living
Trust DTD 12-13-96 (4)
Roth Capital Partners, Inc. (5) 64,000 64,000 0 2.34%
Joseph P. Schimmelpfennig (4) 5,000 5,000 0 *
Seligman Frontier Fund, Inc. 406,052 406,052 0 14.82%
Seligman Global Fund Series, 300,945 300,945 0 10.98%
Inc. - Seligman Global Smaller
Companies Fund
Seligman Global Horizon Funds - 7,565 7,565 0 *
Seligman Horizon Global Smaller
Companies Fund
Seligman Portfolios, Inc. - 25,518 25,518 0 *
Seligman Frontier Portfolio
Seligman Portfolios, Inc. - 9,920 9,920 0 *
Global Smaller Companies
Portfolio
Steven Sherman 1,904 1,904 0 *
Michael Sicilliano 952 952 0 *
Spencer Trask Holdings, Inc. 8,100 8,100 0 *
Spencer Trask Securities, Inc. 10,000 10,000 0 *
Esther Stahler 56,740 56,740 0 2.07%
Adam K .Stern 9,250 9,250 0 *
Sutro & Co. 10,000 10,000 0 *
TCM Partners, L.P. 85,000 85,000 0 3.10%
TCM Management F/B/O Donald 15,000 15,000 0 *
Wright
Scott Turkel Money Purchase Plan 2,000 2,000 0 *
</TABLE>
15
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
TVC Associates Inc. 10,000 10,000 0 *
Union Bank of California, TTEE 5,000 5,000 0 *
Retirement Plan of Cades
Schutte & Wright, CS-Galati
(Ret) #610001339-26
Valor Capital Management, L.P. 350,000 350,000 0 12.77%
Brian Wasserman 1,332 1,332 0 *
Watson Investment Partners, L.P. 205,000 205,000 0 7.48%
Watson Investment Partners II, 45,000 45,000 0 1.64%
L.P.
Westar Capital II, LLC (6) 150,000 150,000 0 5.47%
Kenton E. Wood 3,808 3,808 0 *
</TABLE>
* less than one percent.
(1) Assumes exercise of all common stock purchase warrants or options
beneficially owned by the Selling Securityholder at the exercise price and
for the maximum number of shares permitted as of the date of this
prospectus, but not any other shares of common stock beneficially owned by
such securityholder. Share figures include shares of our common stock
issued in the private placement as well as shares of our common stock
underlying the following warrants:
<TABLE>
<CAPTION>
Selling Securityholder Shares Underlying Warrants
<S> <C>
Roger K. Baumberger 9,250
Martin A. Bell 19,040
Alison Brown 572
Vito Capotorto 952
J. Morton Davis 14,184
D.H. Blair & Co., Inc. 19,040
D.H. Blair Investment Banking Corp. 14,184
William P. Dioguardia 900
Michael Epstein 2,000
Robert Giannini 500
Dave Nachamie 952
Ruki Renov 56,740
Steven Sherman 1,904
Michael Sicilliano 952
Spencer Trask Holdings, Inc. 8,100
Spencer Trask Securities, Inc. 10,000
Esther Stahler 56,740
Adam K. Stern 9,250
Sutro & Co. 10,000
Brian Wasserman 1,332
Kenton E. Wood 3,808
</TABLE>
(2) Assumes that each Selling Securityholder will sell all shares of common
stock offered pursuant to this prospectus, but not any other shares of common
stock beneficially owned by such Securityholder.
(3) Big Beaver Investments, LLC ("Big Beaver"), one of the Company's two
largest shareholders, holds 4,500 shares of Series A Preferred Stock which is
convertible into 2,686,567 shares of Common
16
<PAGE>
Stock. Oscar B. Marx, III and Paul Oster, President and Chief Financial Officer,
respectively, of Big Beaver, are directors of the Company.
(4) Mr. Gurewitz is a principal, Mr. Kraus is the Chief Operating Officer, Mr.
Roth is the Chief Executive Officer and Mr. Schimmelpfennig is a vice-president
of Roth Capital Partners, Inc., placement agent in the Company's June 14, 2000
private placement.
(5) Roth Capital Partners, Inc. acted as placement agent in the Company's June
14, 2000 private placement and in such capacity received warrants to purchase
188,000 shares at an exercise price of $5.00 per share. These warrants expire on
June 14, 2005.
(6) Westar Capital II, LLC ("Westar"), one of the Company's two largest
shareholders, holds 4,500 shares of Series A Preferred Stock which is
convertible into 2,686,567 shares of Common Stock. John W. Clark, a general
partner of Westar, is a director of the Company.
PLAN OF DISTRIBUTION
The Selling Securityholders may sell the shares covered by this prospectus
from time to time in the over-the-counter market to purchasers in certain states
provided that such sales satisfy the requirements for exemption from
registration or qualification under the applicable laws of such states, which
may include, without limitation, the following requirements: (1) all sales must
be made either through broker-dealers acting as agents for the Selling
Securityholders or to broker-dealers who may purchase the securities as
principals and thereafter sell the securities from time to time in the over-the-
counter market, and all such broker-dealers must be registered under the laws of
any state in which any sales are deemed to occur; (2) any compensation
(including without limitation, any discounts, concessions or commissions from
the Selling Securityholders or the purchasers for whom such broker-dealers may
act as agents or to whom they may sell as principals) paid to broker-dealers
must not exceed customary commissions; and (3) all sales must be made at market
prices prevailing at the time of sale. Selling Securityholders may not offer or
sell the securities covered by this Prospectus in any state where the offer or
sale is not permitted.
The Selling Securityholders and broker-dealers, if any, acting in
connection with such sale might be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act and any commission received by them and
any profit on the resale of the securities might be deemed to be underwriting
discounts and commissions under the Securities Act.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Our current authorized capital consists of 20,000,000 authorized shares of
common stock and 5,000,000 shares of preferred Stock. The holders of common
stock are entitled to receive dividends if, as and when declared by our Board of
Directors, subject to the rights of the holders of any other class of our shares
entitled to receive dividends in priority to the common stock. Upon
liquidation, dissolution or winding up of the Company, the holders of common
stock are entitled to receive the assets of the Company remaining after the
rights of the holders of any other class or shares entitled to receive assets in
priority to the holders of the common stock have been satisfied.
The holders of the common stock are entitled to one vote for each share
held at all meetings of our stockholders.
17
<PAGE>
LEGAL MATTERS
The validity of the shares of common stock intended to be sold pursuant to
this prospectus will be passed upon for the Company by O'Melveny & Myers LLP.
EXPERTS
The financial statements and financial statement schedule incorporated
in this prospectus by reference to the Annual Report on Form 10-K of Amerigon
Incorporated for the year ended December 31, 1999 have been so included in
reliance on the report (which contains an explanatory paragraph relating to the
Company's ability to continue as a going concern as described in Note 2 to the
financial statements) of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the shares of
common stock offered by this prospectus. This prospectus does not contain all
the information set forth in the registration statement and the exhibits and
schedules thereto. For further information about us and the shares of common
stock, we refer you to the registration statement and to the exhibits and
schedules filed with it. Statements contained in this prospectus as to the
contents of any contract or other documents referred to are not necessarily
complete. We refer you to those copies of contracts or other documents that
have been filed as exhibits to the registration statement, and statements
relating to such documents are qualified in all aspects by such reference.
We are subject to the information requirements of the Securities Exchange
Act of 1934 and therefore we file reports, proxy statements and other
information with the Commission. You can inspect and copy the reports, proxy
statements and other information that we file at the public reference facilities
maintained by the Commission at the Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You can also obtain copies of such
material from the Commission's Public Reference Room, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also makes
electronic filings publicly available on its Web site at http://www.sec.gov.
Reports, proxy and information statements and other information about us may be
inspected at the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"ARGN." Certain information, reports and proxy statements of our Company are
also available for inspection at the offices of the Nasdaq SmallCap Market
Reports Section, 1735 K Street, Washington, D.C. 20006.
18
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents, which we have filed with the Commission, are
incorporated by reference into this prospectus:
. our annual report on Form 10-K for the fiscal year ended December 31,
1999;
. our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2000; and
. our current reports on Form 8-K, event dates May 22, 2000 and June 15,
2000.
All documents that we file with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
before the termination of the offering of the shares of common stock shall be
deemed incorporated by reference into this prospectus and to be a part of this
prospectus from the respective dates of filing such documents.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon such person's written or oral request, a copy of
any and all of the information incorporated by reference in this prospectus,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates. Requests should be directed to the Secretary at Amerigon
Incorporated, 5462 Irwindale Avenue, Irwindale, California 91706, telephone
number (626) 815-7400.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
that also is or is deemed to be incorporated by reference in this prospectus
modifies, supersedes or replaces such statement. Any statement so modified,
superseded or replaced shall not be deemed, except as so modified, superseded or
replaced, to constitute a part of this prospectus.
19
<PAGE>
<TABLE>
============================================= ==============================================
<S> <C>
You should rely only on the information
incorporated by reference, provided in this
prospectus or any supplement or that we
have referred you to. We have not
authorized anyone else to provide you with AMERIGON
different information. You should not INCORPORATED
assume that the information in this
prospectus or any supplement is accurate as
of any date other than the date on the
front of those documents. However, you 2,740,400 Shares of
should realize that the affairs of the Common Stock
Company may have changed since the date of
this prospectus. This prospectus will not
reflect such changes. You should not
consider this prospectus to be an offer or ______________________
solicitation relating to the securities in PROSPECTUS
any jurisdiction in which such an offer or ______________________
solicitation relating to the securities is
not authorized, if the person making the
offer or solicitation is not qualified to
do so, or if it is unlawful for you to
receive such an offer or solicitation.
July 25, 2000
============================================= ==============================================
</TABLE>
