UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2012

 

 

AMERIGON INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Michigan   0-21810   95-4318554

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

21680 Haggerty Road, Ste. 101, Northville, MI   48167
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (248) 504-0500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 250.13e-4(c))

 

 

 


Section 8 Other Events.

 

Item 8.01 Other Events.

Amerigon Incorporated (“Amerigon”), through its wholly owned subsidiary, Amerigon Europe GmbH (“Amerigon Europe”), owns a controlling interest of approximately 76% of the outstanding voting shares in W.E.T. Automotive Systems AG, a German company (“W.E.T.”). As disclosed in the Current Report on Form 8-K filed by the Company on August 18, 2011 (the “August 18, 2011 Current Report”), the shareholders of W.E.T. previously approved an arrangement by which Amerigon, acting through Amerigon Europe, would take management control of W.E.T. and would directly receive W.E.T.’s annual profits and absorb W.E.T.’s annual losses, subject to certain conditions. Also as disclosed in the August 18, 2011 Current Report, such arrangement (a “Domination and Profit and Loss Transfer”) was to go into effect on January 1, 2012 or, if later, whenever the registration in the W.E.T. corporate register is announced, subject to any delay that may be ordered by German courts.

As previously reported, a minority shareholder of W.E.T. filed an action in a Regional Court in Munich, Germany (the “German Lower Court”) to set aside the W.E.T. shareholder approval of the Domination and Profit and Loss Transfer. On April 5, 2012, the German Lower Court declared the W.E.T. shareholder approval of the Domination and Profit and Loss Transfer null and void based on such court’s conclusion that certain provisions in a separate document, a Business Combination Agreement between Amerigon, Amerigon Europe and W.E.T., were not deemed to be in accordance with German law. W.E.T. intends to appeal such ruling and Amerigon will fully support W.E.T. in such appeal.

As a result of the German Lower Court ruling, the Domination and Profit and Loss Transfer cannot be registered, and cannot go into effect, unless and until the decision of the German Lower Court is overturned by a German appellate court. Until the Domination and Profit and Loss Transfer is registered and effective, W.E.T. will not be subject to direct management control by Amerigon and W.E.T.’s profits can only be distributed by the declaration of dividends. At this time, Amerigon is unable to predict when the appeal of the ruling by the German Lower Court will be heard. During such appellate process, Amerigon intends to work with W.E.T. pursuant to arms-length agreements to achieve synergies beneficial to both entities. Amerigon expects that it will incur some additional expenses as a result of the decision of the German Lower Court, but Amerigon does not anticipate that this ruling will have any significant impact on the near-term financial results of W.E.T. or Amerigon.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMERIGON INCORPORATED
By:  

/s/ BARRY G. STEELE

  Barry G. Steele,
  Chief Financial Officer

Date: April 9, 2012