UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __2__)
Ion Networks, Inc.
(Name of Issuer)
Common Stock,
(Title of Class of Securities)
46205P100
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2005
(Date of Event which Requires Filing of this Statement)
* Amending percentages owned.
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange
Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Cusip No. 46205P100
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 10,350,618*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 10,350,618*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,350,618*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 34.0% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 1,292,147 shares of Common Stock and 604,324
Warrants to purchase Common Stock owned by Special Situations Cayman Fund,
L.P., 298,138 shares of Common Stock and 139,717 Warrants to purchase
Common Stock owned by Special Situations Fund III, L.P., 3,401,252 shares
of Common Stock and 1,593,942 Warrants to purchase Common Stock owned by
Special Situations Fund III QP, L.P., 1,390,253 shares of Common Stock
and 666,476 Warrants to purchase Common Stock owned by Special Situations
Private Equity Fund, L.P., 100,821 shares of Common Stock and 50,780
Warrants to purchase Common Stock owned by Special Situations Technology
Fund, L.P. and 542126 shares of common stock and 270,644 Warrants to
purchase Common Stock owned by Special Situations Technology Fund II, L.P.
See Items 2 and 5of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of Amerigon
Incorporated (the ?Issuer?). The Issuer?s principal executive officers are
located at 120 Corporate Blvd., S. Plainfield, NJ 07080
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment adviser
to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as the
general partner of MGP Advisers Limited Partnership (?MGP?), the general
partner of and investment adviser to Special Situations Fund III, L.P.
(?SSF3?) and Special Situations Fund III QP, L.P. (SSFQP). Marxe and
Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general partner
of and investment adviser to Special Situations Private Equity Fund, L.P.
(?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general partner
of and investment adviser to Special Situations Technology Fund, L.P.
(?Technology?) and the Special Situations Technology Fund II, L.P. (?Tech II?)
(SSF3, SSFQP, Cayman, SSPE, Technology and Tech II will hereafter be referred
to as, the ?Funds?).
The principal office and business address of the Reporting Persons, is 527
Madison Avenue, Suite 2600, New York NY 10022.
The principal business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
have either of them been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer. Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 1,292,147 shares of Common Stock and 604,324 Warrants to
purchase Common Stock or 6.9% of the shares outstanding, SSF3 owns 298,138
shares of Common Stock and 139,717 Warrants to purchase Common Stock or 1.6% of
the shares outstanding, SSFQP owns 3,401,252 shares of Commons Stock and
1,593,942 Warrants to purchase Common Stock or 17.4% of the shares outstanding,
SSPE owns 1,390,253 shares of Common Stock and 666,476 warrants to purchase
Common Stock or 7.4% of the outstanding shares, Technology owns 100,821 shares
of Common Stock and 50,780 Warrants to purchase Common Stock or .5% of the
shares outstanding, and Tech II owns 542,126 shares of common stock and 270,644
Warrant to purchase Common Stock or 2.9% of the outstanding shares. Messrs.
Marxe and Greenhouse share the power to vote and direct the disposition of all
shares of Common Stock owned by each of the Funds. Messrs. Marxe and Greenhouse
are deemed to beneficially own a total of 7,024,734 shares of Common Stock and
3,325,883 Warrants to purchase Common Stock or 34.0% of the outstanding shares.
The following table reflects the Common Stock and Warrants purchased
in the month of December 2005. There were no other transactions during the
sixty days preceding the date of the event that requires the filing of this
statement:
A. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Sales)
Date
Quantity
Average Price
(Purchases)
December 2005 Common
Stock
64,400
$.13
B. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Sales)
Date
Quantity
Average Price
(Purchases)
December 2005 Common
Stock
78,600
$.13
C. Special Situations Technology Fund, L.P.
Date
Quantity
Average Price
(Sales)
Date
Quantity
Average Price
(Purchases)
December 2005 Common
Stock
4,000
$.13
D Special Situations Technology Fund II, L.P.
Date
Quantity
Average Price
(Sales)
Date
Quantity
Average Price
(Purchases)
December 2005 Common
Stock
22,800
$.13
E. Special Situations Fund III, L.P.
Date
Quantity
Average Price
(Sales)
December 31, 2005
(Common Stock)
539,325*
December 31, 2005
(warrants)
1,054,616*
Date
Quantity
Average Price
(Purchases)
December 2005 Common
Stock
187,890
$.13
F. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Sales)
Date
Quantity
Average Price
(Purchases)
December 31, 2005
(Common Stock)
539,325*
December 31, 2005
(warrants)
1,054,616*
*Pursuant to that certain Exchange Tender Offer described in the Schedule TO-I
of the Special Situations Fund III, L.P. (SSF3) as filed by SSF3 with the
Securities and Exchange Commission on November 17, 2005, SSF3 transferred the
securities included in this Schedule 13D to Special Situations Fund III QP,
L.P. (SSFQP) on December 31, 2005.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 2005
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse_____________
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
-4-
S5313/1
01/10/06 1278889.03
-2-
S5313/1
1278889.03