As filed with the Securities and Exchange Commission on June 6, 2012
Registration No. 333-176887
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
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Michigan
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95-4318554
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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21680 Haggerty Rd., Ste. 101,
Northville, MI 48167
(248) 504-0500
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Daniel R.
Coker, President and CEO
21680 Haggerty Rd., Ste. 101
Northville, MI 48167
(248) 504-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Copy to:
Kenneth J. Phillips
Honigman Miller Schwartz and Cohn LLP
2290 First National Building
Detroit, Michigan 48226-3506
(313) 465-7658 (telephone)
(313) 465-7659 (facsimile)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
¨
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check
the following box.
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(2)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(4)
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Common Stock, without par value
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Preferred Stock, without par value
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Warrants to Purchase Common Stock or Preferred Stock Rights Units
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TOTAL
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$80,672,500(5)
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$11,610(6)
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Footnotes 1-4 below are as originally provided in the registration statement File No. 333-176887 on Form S-3 of Amerigon
Incorporated.
(1)
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The registrant is hereby registering such indeterminate number of shares of common stock and preferred stock, such indeterminate amount of warrants to purchase common
stock or preferred stock, such indeterminate amount of rights to purchase securities registered hereunder, such indeterminate number of units as may be sold from time to time, and such indeterminate amount and number of each identified class of the
identified securities as may be issued upon conversion, exchange or exercise of any other securities that provide for such conversion, exchange or exercise, which collectively shall have an aggregate initial offering price not to exceed
$100,000,000. In addition, pursuant to Rule 416 under the Securities Act, this Registration Statement shall include any additional shares that may become issuable as a result of any stock split, stock dividend, recapitalization or other similar
transaction effected without the receipt of consideration that results in an increase in the number of the registrants outstanding common stock. Any securities registered hereunder may be sold separately or as units with the other securities
registered hereunder.
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(2)
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The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. In no event will the
aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $100,000,000.
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(4)
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Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying .00011610 and the proposed maximum aggregate
offering price.
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(5)
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Reflects the deregistration of $19,327,500 in securities that were not sold prior to the termination of the offering.
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(6)
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The $11,610 registration fee was paid upon the filing of the original registration statement. The registration fee for the proposed maximum aggregate offering price
(after deregistration of $19,327,500 in securities pursuant to this Post-Effective Amendment No. 1) of $80,672,500 is equal to $9,367.
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This Post-Effective Amendment No. 1 relates to registration statement File
No. 333-176887 on Form S-3 (the Registration Statement) of Amerigon Incorporated (the Company), registering $100,000,000 in common stock, preferred stock and warrants, which was filed with the Securities and Exchange
Commission on September 16, 2011.
The offering pursuant to the Registration Statement has been terminated. In accordance
with the undertaking made by the Company in the Registration Statement to remove from registration, by means of this Post-Effective Amendment No. 1, any of the securities that remain unsold at the termination of the offering, the Company hereby
removes from registration the securities of the Company registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on June 6, 2012.
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AMERIGON INCORPORATED
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By:
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/s/ Daniel R. Coker
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Name: Daniel R. Coker
Title: President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates as indicated.
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Name
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Title
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Date:
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/s/ Daniel R. Coker
Daniel R. Coker
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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June 6, 2012
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/s/ Barry G. Steele
Barry G. Steele
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Chief Financial Officer & Secretary
(Principal Accounting and Financial Officer)
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June 6, 2012
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/s/ Oscar B. Marx, III*
Oscar B. Marx, III
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Chairman of the Board
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June 6, 2012
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/s/ Sophie Desormière*
Sophie Desormière
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Director
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June 6, 2012
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/s/ Francois J. Castaing*
Francois J. Castaing
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Director
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June 6, 2012
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/s/ John M. Devine*
John M. Devine
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Director
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June 6, 2012
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/s/ Maurice E.P. Gunderson*
Maurice E.P. Gunderson
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Director
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June 6, 2012
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/s/ Carlos Mazzorin*
Carlos Mazzorin
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Director
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June 6, 2012
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/s/ James D. Donlon, III*
James D. Donlon, III
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Director
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June 6, 2012
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*By Barry G. Steele, attorney-in-fact
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