-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJ0AF5hBtye5Ca4D2FIb3j2asPCjhQyig7rwzVJ7rDw/+rvn8yUDyGhwrIvOnl3w ni6IaC3daYmqAjinqtx3cQ== 0000898430-01-501292.txt : 20010712 0000898430-01-501292.hdr.sgml : 20010712 ACCESSION NUMBER: 0000898430-01-501292 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20010711 GROUP MEMBERS: DALE RASMUSSEN GROUP MEMBERS: STEMMLER ROBERT GROUP MEMBERS: SYED HUSSAIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000790708 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 911039211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40695 FILM NUMBER: 1678590 BUSINESS ADDRESS: STREET 1: 16804 GRIDLEY PLACE CITY: CERRITOS STATE: CA ZIP: 90701 BUSINESS PHONE: 5628606666 MAIL ADDRESS: STREET 1: 16804 GRIDLEY PL CITY: CERRITOS STATE: CA ZIP: 90703 FORMER COMPANY: FORMER CONFORMED NAME: AIRSENSORS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEMMLER ROBERT CENTRAL INDEX KEY: 0001137060 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10132 SQUIRES CIRCLE CITY: VILLA PARK STATE: CA ZIP: 92861 BUSINESS PHONE: 5628606666 MAIL ADDRESS: STREET 1: 10132 SQUIRES CIRCLE CITY: VILLA PARK STATE: CA ZIP: 92861 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* IMPCO TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45255W106 (CUSIP Number) Robert Stemmler c/o Impco Technologies, Inc. 6804 Gridley Place Cerritos, California 90703 (310) 751-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 21, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. * 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the NOTES). SCHEDULE 13D/A Page 2 OF 7 -------------- CUSIP NO. 45255W106 - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Robert Stemmler - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 Not applicable - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 461,007 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 347,149 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER* WITH 10 113,858 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 461,007 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ *These shares are the subject of two separate contracts between Stemmler and Fleet National Bank pursuant to which Stemmler has pledged a total of 113,858 shares as collateral to secure his obligations under the contracts. These contracts are described at Item 6 of this Amendment No.1 to Schedule 13D. SCHEDULE 13D/A Page 3 Of 7 -------------- CUSIP NO. 45255W106 - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Dale Rasmussen - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 Not applicable - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 203,191 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 146,262 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER* WITH 10 56,928 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 203,191 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ *These shares are the subject of two separate contracts between Rasmussen and Fleet National Bank pursuant to which Rasmussen has pledged a total of 56,928 shares as collateral under the contracts. The contracts are described at Item 6 of this Amendment No.1 to Schedule 13D. SCHEDULE 13D/A Page 4 OF 7 -------------- CUSIP NO. 45255W106 - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Syed Hussain - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 Not applicable - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 187,958 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 187,958 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER* WITH 10 113,858 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 187,958 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ *These shares are the subject of two separate contracts between Hussain and Fleet National Bank pursuant to which Hussain has pledged a total of 113,858 shares as collateral to secure his obligations under the contracts. The contracts are described at Item 6 of this Amendment No.1 to Schedule 13D. This Amendment No. 1 on Schedule 13D ("Amendment No. 1") amends and supplements Items 5, 6 and 7 of the statement on Schedule 13D, and the cover pages thereto, filed on March 26, 2001 (collectively the "Schedule 13D"), by Robert Stemmler, Impco's Chairman of the Board of Directors, President and Chief Executive Officer ("Stemmler"), Dale Rasmussen, Senior Vice President of Investor Relations ("Rasmussen"), and Syed Hussain, Vice President of Technology and Automotive OEM Operations ("Hussain") as individuals (each referred to herein as a "Reporting Person" and collectively as the "Reporting Persons"). Each Reporting Person disclaims the past, current, or any future existence of a group that may have been formed among the Reporting Persons because of the loan arrangements described in the Schedule 13D filed on March 26, 2001 and further declares that the filing of this report shall not be construed as an admission that the Reporting Person is, for the purposes of section 13(d) or 13(g) of the Securities and Exchange Act of 1934, as amended, the beneficial owner of any of the securities covered by this report owned by either of the other Reporting Persons. This statement is being filed to reflect the execution of two (2) separate contracts entered into by Stemmler, Rasmussen, and Hussain (in aggregate a total of six (6) contracts) on June 21, 2001 and July 2, 2001 respectively, to sell, in aggregate 284,644 shares of Common Stock of Impco Technologies, Inc. to Fleet National Bank ("Fleet"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D. Except as modified herein, there have been no other changes in the information previously reported in the Schedule 13D. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is amended in its entirety with the following: (a) The responses of the Reporting Persons to Rows (7) through (13) of cover pages 2, 3 and 4 of this Amendment No. 1 are incorporated herein by reference. As of July 10, 2001, (i) Stemmler beneficially owned 120,658 shares of Impco's Common Stock, and had the right to acquire 339,777 shares of Impco's Common Stock pursuant to currently exercisable stock options, (ii) Rasmussen beneficially owned 143,590 shares of Impco's Common Stock and had the right to acquire 59,600 shares of Impco's Common Stock pursuant to currently exercisable stock options, and (iii) Hussain beneficially owned 113,858 shares of Impco's Common stock, had the right to acquire 70,100 shares of Impco's Common Stock pursuant to currently exercisable stock options, and will have the right to purchase 4,000 shares of Impco's Common Stock upon exercise of outstanding options that are exercisable within 60 days of July 10, 2001. Although a certain number of stock options held by each Reporting Person are currently exercisable, none of the Reporting Persons currently have any right to vote (or direct the vote of) or dispose (or direct the disposition of) any shares of Impco Common Stock that may be issued upon exercise of the options referenced in this Item 5(a). (b) The responses of the Reporting Persons to (i) Rows (7) through (13) of cover pages 2, 3 and 4 of this Amendment No. 1 and (ii) Item 5(a) hereof are incorporated herein by reference. (c) Except as otherwise disclosed in this Amendment No. 1, none of the Reporting Persons has effected any transaction in the Common Stock of Impco during the past 60 days. (d) Pursuant to the separate Multi-Party Agreement acknowledged by each Reporting Person and entered into between Impco, Fleet, and Robertson Stephens, Inc. on June 21, 2001 (copies of which are attached hereto as Exhibits 8, 9, and 10), Impco is entitled to receive all proceeds from the contracts entered into by the Reporting Persons and referenced in Item 6 below until each Reporting Person's Promissory Note issued in favor of Impco (individually a "Note" and collectively the "Notes" all of which were previously filed as Exhibits in the Schedule 13D filed on March 26, 2001), and Allonge thereto (copies of which are attached hereto as Exhibits 1.1, 2.1, and 3.1) is paid in full. Impco released its security interest in the shares referenced in the June 21, 2001 contracts in Item 6 below upon receipt of the proceeds generated from such contracts and such shares have been pledged as collateral to Fleet pursuant to each Reporting Person's June 21, 2001 contract. Impco currently has a first priority security interest in the shares each Reporting Person agreed to sell pursuant to the July 2, 2001 contracts referred to in Item 6 below. In the event the proceeds generated from the July 2, 2001 contracts referred to in Item 6 below are sufficient to pay in full all funds due under each Reporting Person's Note, Impco will release its security interest in such shares and Fleet would then have a first priority security interest in such shares (which have been pledged as collateral pursuant to each Reporting Person's July 2, 2001 contract). Until such time as Impco releases its security interest in all of the shares pledged as collateral pursuant to such Reporting Person's Agreement and amendment thereto (copies of which are attached hereto as Exhibit 4.1, 5.1, and 6.1), Impco is entitled to receive all cash dividends paid in respect of and the proceeds from any disposition of (i) any Common Stock in which it holds a security interest in and (ii) NQ Options pledged under each Reporting Person's Agreement and amendment thereto. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The response to Item 5 above is incorporated herein by reference. On June 21, 2001, in separate privately negotiated transactions each Reporting Person entered into a prepaid variable forward sales contract with Fleet pursuant to which each Reporting Person agreed to sell the following number of shares of Impco Common Stock (referred to for each Reporting Person as the "Reference Shares") and deliver to Fleet at the Final Maturity Date (defined below) in settlement of such contract up to the following maximum number of shares of Impco Common Stock: (i) Stemmler, 56,929 shares; (ii) Rasmussen, 28,464 shares; and (iii) Hussain, 56,929 shares. Fleet sold a number of shares equal to each Reporting Person's Reference Shares between June 22, 2001 and June 27, 2001 (the "Last Sale Date"). Fleet has notified each Reporting Person of the average price per share at which Fleet effected such sales ($32.5514, the "Agency Execution Price"). On the third business day after the Last Sale Date (July 2, 2001), Fleet, pursuant to each Reporting Person's Multi-Party Agreement, delivered to Impco as a prepayment for such forward sales: (a) in respect of Stemmler's contract (pursuant to which Stemmler agreed to sell 56,929 shares of Common Stock), 84.43 percent of the Agency Execution Price times the number of shares that Stemmler agreed to sell ($1,564,588.08); (b) in respect of the Rasmussen's contract (pursuant to which Rasmussen agreed to sell 28,464 shares of Common Stock), 77.06 percent of the Agency Execution Price times the number of shares that Rasmussen agreed to sell ($713,994.07); and (c) in respect of the Hussain's contract (pursuant to which Hussain agreed to sell 56,929 shares of Common Stock), 84.43 percent of the Agency Execution Price times the number of shares that Hussain agreed to sell ($1,564,588.08); Fleet has no other payment or delivery obligations to the Reporting Persons pursuant to the contracts it entered into with the Reporting Persons on June 21, 2001. The final maturity date ("Final Maturity Date") of each contract is January 15, 2004. On the third business day following the Final Maturity Date, each Reporting Person will deliver to Fleet, a number of shares to be determined based on the following formula: (i) if the arithmetic mean of the closing offer prices of the Reference Shares on the NASDAQ National Market System on each of the five trading days commencing on January 9, 2004, to and including the Final Maturity Date (the "Final Price") is less than 100% of the Agency Execution Price (the "Floor Price"), the maximum number of shares covered by the applicable contract listed above (with respect to each contract the "Maximum Number"); (ii) if the Final Price is less than or equal to (x) in the case of Stemmler and Hussain's contracts 125% of the Agency Execution Price and (y) in the case of Rasmussen's contract 150% of the Agency Execution Price (with respect to each Reporting Person's contract, the "Cap Price"), but greater than or equal to the Floor Price, a number of shares equal to: (Floor Price/Final Price) x the Maximum Number or (iii) if the Final Price is greater than the Cap Price, a number of shares equal to: (Final Price minus (Cap Price - Floor Price) divided by Final Price) x Maximum Number Additional information concerning each contract is attached hereto as Exhibits 11, 12, and 13, and upon the request of the staff of the Securities and Exchange Commission, will be supplemented with the underlying agreements concerning each contract. Additionally, on July 2, 2001, in separate privately negotiated transactions each Reporting Person entered into another prepaid variable forward sales contract with Fleet covering the same number of shares of Impco Common Stock that each Reporting Person agreed to sell pursuant to each Reporting Person's June 21, 2001 contract. Each Reporting Person's July 2, 2001 contract is substantially the same as his June 21, 2001 contract except the July 2, 2001 contract will have a different Last Sale Date, Agency Execution Price, Final Price, Floor Price, and Cap Price. Additionally, the Final Maturity Date of each July 2, 2001 contract will be on or around January 23, 2004. Each of the June 21, 2001 and July 2, 2001 contracts is subject to adjustment or postponement in the event of certain market disruption events or other extraordinary events. Each Reporting Person entered into his contracts in part to pay the obligations due under his Note. Each Reporting Person believes that on the third business day following the Last Sale Date of his July 2, 2001 contract, Impco will have been paid in full all funds due under each Reporting Person's Note. Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities or the Company, including, but not limited to, transfer or voting of any of the securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Company. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit 1.1 Allonge to Robert Stemmler's Promissory Note dated effective June 21, 2001. Exhibit 2.1 Allonge to Dale Rasmussen's Promissory Note dated effective June 21, 2001. Exhibit 3.1 Allonge to Syed Hussain's Promissory Note dated effective June 21, 2001. Exhibit 4.1 Amendment to Security Agreement and Agreement Not to Exercise Options entered into between Robert Stemmler and Impco Technologies, Inc. dated June 21, 2001. Exhibit 5.1 Amendment to Security Agreement and Agreement Not to Exercise Options entered into between Dale Rasmussen and Impco Technologies, Inc. dated June 21, 2001. Exhibit 6.1 Amendment to Security Agreement and Agreement Not to Exercise Options entered into between Syed Hussain and Impco Technologies, Inc. dated June 21, 2001. Exhibit 8 Multi-Party Agreement entered into June 21, 2001 between Impco Technologies, Inc., Fleet National Bank, Robertson Stephens, Inc., and acknowledged by Robert Stemmler. Exhibit 9 Multi-Party Agreement entered into June 21, 2001 between Impco Technologies, Inc., Fleet National Bank, Robertson Stephens, Inc., and acknowledged by Dale Rasmussen. Exhibit 10 Multi-Party Agreement entered into June 21, 2001 between Impco Technologies, Inc., Fleet National Bank, Robertson Stephens, Inc., and acknowledged by Syed Hussain. Exhibit 11 Terms and Conditions of the Prepaid Variable Forward Sales Contract entered into between Robert Stemmler and Fleet National Bank referenced in Item 6 hereto. Exhibit 12 Terms and Conditions of the Prepaid Variable Forward Sales Contract entered into between Dale Rasmussen and Fleet National Bank referenced in Item 6 hereto. Exhibit 13 Terms and Conditions of the Prepaid Variable Forward Sales Contract entered into between Syed Hussain and Fleet National Bank referenced in Item 6 hereto. 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. Date: July 10, 2001 By: /s/ Robert Stemmler ------------------- Robert Stemmler, an individual By: /s/ Dale Rasmussen ------------------ Dale Rasmussen, an individual By: /s/ Syed Hussain ---------------- Syed Hussain, an individual EX-1 2 dex1.txt ALLONGE TO ROBERT STEMMLER'S PROMISSORY NOTE EXHIBIT 1.1 ALLONGE TO PROMISSORY NOTE -------------------------- THIS ALLONGE TO PROMISSORY NOTE (the "Allonge") dated effective as of June 21, 2001 is executed by Robert Stemmler, an individual, ("Borrower") in favor of IMPCO Technologies, Inc., a Delaware corporation ("Company") and shall become a part of that certain Promissory Note that the Borrower previously issued in favor of the Company on March 15, 2001 (the "Note") promising to pay the Company on March 15, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Five Hundred Sixty Five Thousand Five Hundred Forty Seven Dollars ($1,565,547), with interest thereon as set forth pursuant to the Note. If the Borrower requests the Company to release its security interest in all or any shares in the Company securing obligations of the Borrower under the Note and the Company, in its sole discretion, agrees to such a release, such release will not be effective until the Borrower has paid or caused to be paid to the Company, as a mandatory prepayment under the Note an amount equal to (A) the greater of (i) proceeds received concurrently with such release from the disposition or hedging of the shares so released or (ii) an assurance that, when agreed the obligations of the Borrower under the Note will result in such remaining obligations being no less than 50% of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of shares remaining as collateral for obligations under the Note plus (B) at the Company's option, interest on the amount so prepaid accrued from the date last paid until and including the date repaid at the rate provided in the Note. IN WITNESS WHEREOF, the undersigned has caused this Allonge to be executed on and as of the day and year first above written. BORROWER: ____________________________________ Robert Stemmler, an individual Address: 10132 Squires Circle Villa Park, California 92861 EX-2.1 3 dex21.txt ALLONGE TO DALE RASMUSSEN'S PROMISSORY NOTE EXHIBIT 2.1 ALLONGE TO PROMISSORY NOTE -------------------------- THIS ALLONGE TO PROMISSORY NOTE (the "Allonge") dated effective as of June 21, 2001 is executed by Dale Rasmussen, an individual, ("Borrower") in favor of IMPCO Technologies, Inc., a Delaware corporation ("Company") and shall become a part of that certain Promissory Note that the Borrower previously issued in favor of the Company on March 15, 2001 (the "Note") promising to pay the Company on March 15, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of Seven Hundred Eighty Two Thousand Seven Hundred Sixty Dollars ($782,760), with interest thereon as set forth pursuant to the Note. If the Borrower requests the Company to release its security interest in all or any shares in the Company securing obligations of the Borrower under the Note and the Company, in its sole discretion, agrees to such a release, such release will not be effective until the Borrower has paid or caused to be paid to the Company, as a mandatory prepayment under the Note an amount equal to (A) the greater of (i) proceeds received concurrently with such release from the disposition or hedging of the shares so released or (ii) an assurance that, when agreed the obligations of the Borrower under the Note will result in such remaining obligations being no less than 50% of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of shares remaining as collateral for obligations under the Note plus (B) at the Company's option, interest on the amount so prepaid accrued from the date last paid until and including the date repaid at the rate provided in the Note. IN WITNESS WHEREOF, the undersigned has caused this Allonge to be executed on and as of the day and year first above written. BORROWER: _____________________________________ Dale Rasmussen, an individual Address: 708 Industry Drive Seattle, WA 981881 EX-3.1 4 dex31.txt ALLONGE TO SYED HUSSAIN'S PROMISSORY NOTE EXHIBIT 3.1 ALLONGE TO PROMISSORY NOTE -------------------------- THIS ALLONGE TO PROMISSORY NOTE (the "Allonge") dated effective as of June 21, 2001 is executed by Syed Hussain, an individual, ("Borrower") in favor of IMPCO Technologies, Inc., a Delaware corporation ("Company") and shall become a part of that certain Promissory Note that the Borrower previously issued in favor of the Company on March 15, 2001 (the "Note") promising to pay the Company on March 15, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Five Hundred Sixty Five Thousand Five Hundred Forty Seven Dollars ($1,565,547), with interest thereon as set forth pursuant to the Note. If the Borrower requests the Company to release its security interest in all or any shares in the Company securing obligations of the Borrower under the Note and the Company, in its sole discretion, agrees to such a release, such release will not be effective until the Borrower has paid or caused to be paid to the Company, as a mandatory prepayment under the Note an amount equal to (A) the greater of (i) proceeds received concurrently with such release from the disposition or hedging of the shares so released or (ii) an assurance that, when agreed the obligations of the Borrower under the Note will result in such remaining obligations being no less than 50% of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of shares remaining as collateral for obligations under the Note plus (B) at the Company's option, interest on the amount so prepaid accrued from the date last paid until and including the date repaid at the rate provided in the Note. IN WITNESS WHEREOF, the undersigned has caused this Allonge to be executed on and as of the day and year first above written. BORROWER: _____________________________________ Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, California 92614 EX-4.1 5 dex41.txt AMENDMENT TO SECURITY AGREEMENT - STEMMLER EXHIBIT 4.1 AMENDMENT TO SECURITY AGREEMENT AND ----------------------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS AMENDMENT TO SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Amendment") is made as of June 21, 2001 by and between Robert Stemmler, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, Debtor and Secured Party have heretofore entered into a Security Agreement and Agreement Not to Exercise Options dated March 15, 2001 (the "Agreement"); and WHEREAS, Debtor and Secured Party wish to amend the Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and Secured Party hereby agrees as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 2. The Agreement is hereby amended by adding a new paragraphs 2(d) and 2(e) which shall read as follows: "(d) Securities Account, Securities Entitlements, Financial Assets, -------------------------------------------------------------- and Credit Balances Therein. Account No. ________ at Robertson Stephens, Inc. - ---------------------------- (the "RS Account"), all securities entitlements, financial assets, and credit balances (including without limitation stock in Impco) therein. "(e) All proceeds from variable liquidity contracts (the "VLC Contracts") executed by Debtor with Fleet National Bank and all other derivative instruments executed by Debtor with respect to securities entitlements and financial assets in the RS Account, whether with Fleet National Bank or another counterparty. 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: __________________________________ Robert Stemmler, an individual Address: 10132 Squires Circle Villa Park, California 92861 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:_______________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 EX-5.1 6 dex51.txt AMENDMENT TO SECURITY AGREEMENT - RASMUSSEN EXHIBIT 5.1 AMENDMENT TO SECURITY AGREEMENT AND ----------------------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS AMENDMENT TO SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Amendment") is made as of June 21, 2001 by and between Dale Rasmussen, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, Debtor and Secured Party have heretofore entered into a Security Agreement and Agreement Not to Exercise Options dated March 15, 2001 (the "Agreement"); and WHEREAS, Debtor and Secured Party wish to amend the Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and Secured Party hereby agrees as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 2. The Agreement is hereby amended by adding a new paragraphs 2(d) and 2(e) which shall read as follows: "(d) Securities Account, Securities Entitlements, Financial Assets, -------------------------------------------------------------- and Credit Balances Therein. Account No. ________ at Robertson Stephens, Inc. - ---------------------------- (the "RS Account"), all securities entitlements, financial assets, and credit balances (including without limitation stock in Impco) therein. "(e) All proceeds from variable liquidity contracts (the "VLC Contracts") executed by Debtor with Fleet National Bank and all other derivative instruments executed by Debtor with respect to securities entitlements and financial assets in the RS Account, whether with Fleet National Bank or another counterparty. 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: ____________________________________ Dale Rasmussen, an individual Address: 708 Industry Drive Seattle, WA 981881 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By: _________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 EX-6.1 7 dex61.txt AMENDMENT TO SECURITY AGREEMENT - HUSSAIN EXHIBIT 6.1 AMENDMENT TO SECURITY AGREEMENT AND ----------------------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS AMENDMENT TO SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Amendment") is made as of June 21, 2001 by and between Syed Hussain, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, Debtor and Secured Party have heretofore entered into a Security Agreement and Agreement Not to Exercise Options dated March 15, 2001 (the "Agreement"); and WHEREAS, Debtor and Secured Party wish to amend the Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and Secured Party hereby agrees as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 2. The Agreement is hereby amended by adding a new paragraphs 2(d) and 2(e) which shall read as follows: "(d) Securities Account, Securities Entitlements, Financial Assets, -------------------------------------------------------------- and Credit Balances Therein. Account No. ________ at Robertson Stephens, Inc. - ---------------------------- (the "RS Account"), all securities entitlements, financial assets, and credit balances (including without limitation stock in Impco) therein. "(e) All proceeds from variable liquidity contracts (the "VLC Contracts") executed by Debtor with Fleet National Bank and all other derivative instruments executed by Debtor with respect to securities entitlements and financial assets in the RS Account, whether with Fleet National Bank or another counterparty. 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: _________________________________________ Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, California 92614 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By: _____________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 EX-8 8 dex8.txt MULTI-PARTY AGREEMENT ACKNOWLEDGED BY STEMMLER EXHIBIT 8 MULTI-PARTY AGREEMENT --------------------- THIS MULTI-PARTY AGREEMENT (this "Agreement") is entered into this 21 day of June, 2001 among Impco Technologies, Inc. ("Impco"), Fleet National Bank ("Fleet") and Robertson Stephens, Inc. ("RS") and acknowledged by Robert Stemmler (the "Borrower"). RECITALS WHEREAS, the Borrower has entered into a Security Agreement and Agreement Not to Exercise Options with Impco Technologies, Inc. ("Impco") dated as of March 15, 2001 (as amended, the "Impco Security Agreement"), and an Amendment thereto between such parties dated June 21, 2001 whereby he has granted to Impco a security interest all of his right, title and interest in certain shares in Impco (the "Impco Shares"), and certain other collateral to Impco as security for the satisfaction of obligations under a Promissory Note issued by Borrower in favor or Impco dated March 15, 2001 (hereinafter, the "Note"). WHEREAS, the Impco Shares are currently held as security entitlements in Account No. 39-006358 at Robertson Stephens, Inc. ("RS") and the security interest of Impco therein is perfected pursuant to the terms of an Account Control Agreement among Borrower, Impco and RS dated as of March 15, 2001 (the "RS Account Control Agreement"). WHEREAS, the Borrower desires to enter into one or more variable liquidity contracts and related pledge agreements (the "VLC's") with Fleet and to secure his obligations thereunder with a security interest in the Impco Shares. WHEREAS, subject to the terms and conditions of this Agreement, Impco has agreed to release its security interest in the Impco Shares, related security entitlements and other collateral held by RS concurrently with deposit of the Minimum Prepayment Amount (as hereinafter defined) into Account No. 35-147552 (the "Impco Account") maintained by RS solely in the name of Impco for immediate application against obligations of the Borrower under the Note. NOW, THEREFORE, for good and valuable consideration receipt and adequacy of which are hereby acknowledged, Impco, Fleet and RS agree as follows: AGREEMENT 1. Conditions to Effectiveness of this Agreement. As conditions precedent --------------------------------------------- to the effectiveness of this Agreement, Impco and RS acknowledge and agree that (1) the RS Account Control Agreement shall be amended pursuant to an Amendment substantially in the form of Exhibit A to this Agreement, (2) the Impco Security Agreement and Promissory Note shall be amended pursuant to agreements substantially in the form of Exhibits B and C, respectively, hereto, and (3) this Agreement shall have been fully executed and acknowledged by the parties hereto. 2. Agreement of Impco to release security interest in connection with ------------------------------------------------------------------ VLC's. Unless Impco shall have notified Fleet at least five (5) days prior to - ----- execution of a VLC that Impco will not release its security interest by reason of the occurrence of a default under the Promissory Note or the occurrence of another event that, in the opinion of Impco makes it commercially unreasonable or impracticable to release its security interest, Impco agrees that its security interest in the number of Impco Shares equal to the number of Impco Shares which are the subject of each VLC (and related security entitlements and financial assets) shall be released concurrently with deposit of the Minimum Prepayment Amount into the Impco Account for immediate credit to the Note from the proceeds of each such VLC or from any other source of an amount. As used herein, "Minimum Prepayment Amount" means, in respect of each release of security interests in Impco Shares in connection with the execution of a VLC, an amount that, when deducted from the obligations then remaining due to Impco on the Note, if any, will result in all obligations remaining due under the Note being not greater than fifty percent (50%) of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of the Impco Shares subject to the security interest of Impco perfected pursuant to the RS Account Control Agreement. 3. Waiver of Set off by RS and Fleet. Until the earlier of the date that --------------------------------- Impco releases its security interest in all Impco Shares and related security entitlements or the Note is paid in full, Fleet and RS each waives (i) any right of set-off, counterclaim, or recoupment against Impco Shares remaining subject to the security interest of Impco, (ii) any right to require marshalling of collateral by Impco or to direct the order in which collateral shall be disposed of by Impco, (iii) any right to require Impco to proceed against any person, proceed against or exhaust any collateral or any other security interest or guaranty or pursue any other remedy in Impco's power or to pursue any of such rights in any particular order or manner and any defenses arising by reason of any disability or defense of any person, and (iv) any other contractual, legal, or equitable right or remedy the effect of which would be to reduce the amount of payments payable to Impco under the Promissory Note or postpone the date for payment. 4. Acknowledgement of security interest by Fleet. Fleet hereby --------------------------------------------- acknowledges that Impco has been granted a security interest in all rights to payment of the Borrower under the VLC's. Fleet agrees to make payment directly to Impco by deposit into the Impco Account on account of payments thereunder until Impco confirms that the Note is paid in full. 5. Further Assurances. The parties hereto agree, at their own expense, ------------------ to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as Impco may reasonably request to better assure, preserve, protect and perfect security interests and rights of Impco addressed herein, including the filing of financing statements. 6. Miscellaneous. ------------- (a) Each party hereto hereby represents and warrants to the other that (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and, if relevant under such laws, in good standing, (ii) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance, (iii) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, (iv) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with, and (v) its obligations under this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) The Borrower is not an intentional third beneficiary of this Agreement. This Agreement is solely for the benefit of the parties hereto. (c) This Agreement shall become effective when it shall have been executed by the parties hereto. This Agreement may be executed in counterparts which shall constitute one and the same agreement if, when taken together, they bear the signatures of each of the parties hereto. This Agreement shall be binding on the successors and assigns of the parties hereto. This Agreement shall be construed in accordance with and governed by the internal laws of the State of California (without regard to conflicts of law rules). This Agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to such subject matter is superseded by this Agreement. Any provision in this Agreement that is invalid, illegal or unenforceability in any respect shall not in any way affect or impair any other provision. (d) Any notice or other communication in respect of this Agreement may be given in any manner set forth below and will be deemed effective as indicated:-- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine; (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, after the close of business on a business day (day on which each of Fleet, RS and Impco are open for business and not authorized to close. Any party may be notice to the other change the address, telex, or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. Fleet National Bank, a national bank By:____________________________ Name:__________________________ Title:_________________________ Address: Robertson Stephens, Inc. By:____________________________ Name:__________________________ Title:_________________________ Address: Impco Technologies, Inc. By:____________________________ Name:__________________________ Title:_________________________ Address: Borrower acknowledges and agrees to the foregoing and concurrently upon release of Impco's security interest in Impco Shares irrevocably instructs and directs RS promptly to transfer such Impco Shares in accordance with the directions of Fleet to be held as collateral pursuant to the terms of the VLC Contracts. By: _______________________________ Name: Robert Stemmler Address: 10132 Squires Circle Villa Park, California 92861 EXHIBIT A AMENDMENT TO ACCOUNT CONTROL AGREEMENT -------------------------------------- THIS AMENDMENT TO ACCOUNT CONTROL AGREEMENT (the "Amendment") is made as of June 21, 2001 by and among Impco Technologies, Inc. ("Impco"), a Delaware corporation, Robert Stemmler, an individual, ("Pledgor"), and Robertson Stephens, Inc. ("Broker"). RECITALS -------- WHEREAS, Impco, Pledgor, and Broker have heretofore entered into a Control Agreement dated March 15, 2001 (the "Control Agreement") to perfect Impco's security interest in securities account number 39-006358 at Broker in the name of "Robert Stemmler: Impco as Secured Party"; and WHEREAS, Impco, Pledgor, and Broker wish to amend the Control Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Impco, Pledgor, and Broker hereby agree as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Control Agreement. 2. The Agreement is hereby amended by adding a new paragraph 6(k) which shall read as follows: "(k) Permitted Transfers. On the terms and conditions contained in -------------------- that certain Multi-Party Agreement dated as of the date hereof, Impco and the Pledgor hereby agree to permit the transfer of certain the financial assets and credit balances to Fleet National Bank." 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: ______________________________________ Robert Stemmler, an individual Address: 10132 Squires Circle Villa Park, California 92861 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:___________________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 "Broker" Robertson Stephens, Inc. ________________________________ By:_____________________________ Name:___________________________ Title:__________________________ Address and facsimile number for notices to ________________________________ ________________________________ Facsimile Number:_______________ EXHIBIT B AMENDMENT TO SECURITY AGREEMENT AND ----------------------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS AMENDMENT TO SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Amendment") is made as of June 21, 2001 by and between Robert Stemmler, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, Debtor and Secured Party have heretofore entered into a Security Agreement and Agreement Not to Exercise Options dated March 15, 2001 (the "Agreement"); and WHEREAS, Debtor and Secured Party wish to amend the Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and Secured Party hereby agrees as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 2. The Agreement is hereby amended by adding a new paragraphs 2(d) and 2(e) which shall read as follows: "(d) Securities Account, Securities Entitlements, Financial Assets, ------------------------------------------------------------- and Credit Balances Therein. Account No. 35-147552 at Robertson Stephens, Inc. - --------------------------- (the "RS Account"), all securities entitlements, financial assets, and credit balances (including without limitation stock in Impco) therein. "(e) All proceeds from variable liquidity contracts (the "VLC Contracts") executed by Debtor with Fleet National Bank and all other derivative instruments executed by Debtor with respect to securities entitlements and financial assets in the RS Account, whether with Fleet National Bank or another counterparty. 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: ________________________________ Robert Stemmler, an individual Address: 10132 Squires Circle Villa Park, California 92861 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:________________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 EXHIBIT C ALLONGE TO PROMISSORY NOTE -------------------------- THIS ALLONGE TO PROMISSORY NOTE (the "Allonge") dated effective as of June 21, 2001 is executed by Robert Stemmler, an individual, ("Borrower") in favor of IMPCO Technologies, Inc., a Delaware corporation ("Company") and shall become a part of that certain Promissory Note that the Borrower previously issued in favor of the Company on March 15, 2001 (the "Note") promising to pay the Company on March 15, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Five Hundred Sixty Five Thousand Five Hundred Forty Seven Dollars ($1,565,547), with interest thereon as set forth pursuant to the Note. If the Borrower requests the Company to release its security interest in all or any shares in the Company securing obligations of the Borrower under the Note and the Company, in its sole discretion, agrees to such a release, such release will not be effective until the Borrower has paid or caused to be paid to the Company, as a mandatory prepayment under the Note an amount equal to (A) the greater of (i) proceeds received concurrently with such release from the disposition or hedging of the shares so released or (ii) an assurance that, when agreed the obligations of the Borrower under the Note will result in such remaining obligations being no less than 50% of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of shares remaining as collateral for obligations under the Note plus (B) at the Company's option, interest on the amount so prepaid accrued from the date last paid until and including the date repaid at the rate provided in the Note. IN WITNESS WHEREOF, the undersigned has caused this Allonge to be executed on and as of the day and year first above written. BORROWER: ______________________________________ Robert Stemmler, an individual Address: 10132 Squires Circle Villa Park, California 92861 EX-9 9 dex9.txt MULTI-PARTY AGREEMENT ACKNOWLEDGED BY RASMUSSEN EXHIBIT 9 MULTI-PARTY AGREEMENT --------------------- THIS MULTI-PARTY AGREEMENT (this "Agreement") is entered into this 21 day of June, 2001 among Impco Technologies, Inc. ("Impco"), Fleet National Bank ("Fleet") and Robertson Stephens, Inc. ("RS") and acknowledged by Dale Rasmussen (the "Borrower"). RECITALS WHEREAS, the Borrower has entered into a Security Agreement and Agreement Not to Exercise Options with Impco Technologies, Inc. ("Impco") dated as of March 15, 2001 (as amended, the "Impco Security Agreement"), and an Amendment thereto between such parties dated June 21, 2001 whereby he has granted to Impco a security interest all of his right, title and interest in certain shares in Impco (the "Impco Shares"), and certain other collateral to Impco as security for the satisfaction of obligations under a Promissory Note issued by Borrower in favor or Impco dated March 15, 2001 (hereinafter, the "Note"). WHEREAS, the Impco Shares are currently held as security entitlements in Account No. 39-006358 at Robertson Stephens, Inc. ("RS") and the security interest of Impco therein is perfected pursuant to the terms of an Account Control Agreement among Borrower, Impco and RS dated as of March 15, 2001 (the "RS Account Control Agreement"). WHEREAS, the Borrower desires to enter into one or more variable liquidity contracts and related pledge agreements (the "VLC's") with Fleet and to secure his obligations thereunder with a security interest in the Impco Shares. WHEREAS, subject to the terms and conditions of this Agreement, Impco has agreed to release its security interest in the Impco Shares, related security entitlements and other collateral held by RS concurrently with deposit of the Minimum Prepayment Amount (as hereinafter defined) into Account No. 35-147552 (the "Impco Account") maintained by RS solely in the name of Impco for immediate application against obligations of the Borrower under the Note. NOW, THEREFORE, for good and valuable consideration receipt and adequacy of which are hereby acknowledged, Impco, Fleet and RS agree as follows: AGREEMENT 1. Conditions to Effectiveness of this Agreement. As conditions precedent --------------------------------------------- to the effectiveness of this Agreement, Impco and RS acknowledge and agree that (1) the RS Account Control Agreement shall be amended pursuant to an Amendment substantially in the form of Exhibit A to this Agreement, (2) the Impco Security Agreement and Promissory Note shall be amended pursuant to agreements substantially in the form of Exhibits B and C, respectively, hereto, and (3) this Agreement shall have been fully executed and acknowledged by the parties hereto. 2. Agreement of Impco to release security interest in connection with ------------------------------------------------------------------ VLC's. Unless Impco shall have notified Fleet at least five (5) days prior to - ----- execution of a VLC that Impco will not release its security interest by reason of the occurrence of a default under the Promissory Note or the occurrence of another event that, in the opinion of Impco makes it commercially unreasonable or impracticable to release its security interest, Impco agrees that its security interest in the number of Impco Shares equal to the number of Impco Shares which are the subject of each VLC (and related security entitlements and financial assets) shall be released concurrently with deposit of the Minimum Prepayment Amount into the Impco Account for immediate credit to the Note from the proceeds of each such VLC or from any other source of an amount. As used herein, "Minimum Prepayment Amount" means, in respect of each release of security interests in Impco Shares in connection with the execution of a VLC, an amount that, when deducted from the obligations then remaining due to Impco on the Note, if any, will result in all obligations remaining due under the Note being not greater than fifty percent (50%) of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of the Impco Shares subject to the security interest of Impco perfected pursuant to the RS Account Control Agreement. 3. Waiver of Set off by RS and Fleet. Until the earlier of the date that --------------------------------- Impco releases its security interest in all Impco Shares and related security entitlements or the Note is paid in full, Fleet and RS each waives (i) any right of set-off, counterclaim, or recoupment against Impco Shares, remaining subject to the security interest of Impco, (ii) any right to require marshalling of collateral by Impco or to direct the order in which collateral shall be disposed of by Impco, (iii) any right to require Impco to proceed against any person, proceed against or exhaust any collateral or any other security interest or guaranty or pursue any other remedy in Impco's power or to pursue any of such rights in any particular order or manner and any defenses arising by reason of any disability or defense of any person, and (iv) any other contractual, legal, or equitable right or remedy the effect of which would be to reduce the amount of payments payable to Impco under the Promissory Note or postpone the date for payment. 4. Acknowledgement of security interest by Fleet. Fleet hereby --------------------------------------------- acknowledges that Impco has been granted a security interest in all rights to payment of the Borrower under the VLC's. Fleet agrees to make payment directly to Impco by deposit into the Impco Account on account of payments thereunder until Impco confirms that the Note is paid in full. 5. Further Assurances. The parties hereto agree, at their own expense, ------------------ to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as Impco may reasonably request to better assure, preserve, protect and perfect security interests and rights of Impco addressed herein, including the filing of financing statements. 6. Miscellaneous. ------------- (a) Each party hereto hereby represents and warrants to the other that (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and, if relevant under such laws, in good standing, (ii) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance, (iii) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, (iv) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with, and (v) its obligations under this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) The Borrower is not an intentional third beneficiary of this Agreement. This Agreement is solely for the benefit of the parties hereto. (c) This Agreement shall become effective when it shall have been executed by the parties hereto. This Agreement may be executed in counterparts which shall constitute one and the same agreement if, when taken together, they bear the signatures of each of the parties hereto. This Agreement shall be binding on the successors and assigns of the parties hereto. This Agreement shall be construed in accordance with and governed by the internal laws of the State of California (without regard to conflicts of law rules). This Agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to such subject matter is superseded by this Agreement. Any provision in this Agreement that is invalid, illegal or unenforceability in any respect shall not in any way affect or impair any other provision. (d) Any notice or other communication in respect of this Agreement may be given in any manner set forth below and will be deemed effective as indicated:-- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine; (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, after the close of business on a business day (day on which each of Fleet, RS and Impco are open for business and not authorized to close. Any party may be notice to the other change the address, telex, or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. Fleet National Bank, a national bank By: ___________________________ Name:__________________________ Title:_________________________ Address: Robertson Stephens, Inc. By:____________________________ Name:__________________________ Title:_________________________ Address: Impco Technologies, Inc. By:____________________________ Name:__________________________ Title:_________________________ Address: Borrower acknowledges and agrees to the foregoing and concurrently upon release of Impco's security interest in Impco Shares irrevocably instructs and directs RS promptly to transfer such Impco Shares in accordance with the directions of Fleet to be held as collateral pursuant to the terms of the VLC Contracts. By: ________________________________ Name: Dale Rasmussen Address: 708 Industry Drive Seattle, WA 98188 EXHIBIT A AMENDMENT TO ACCOUNT CONTROL AGREEMENT -------------------------------------- THIS AMENDMENT TO ACCOUNT CONTROL AGREEMENT (the "Amendment") is made as of June 21, 2001 by and among Impco Technologies, Inc. ("Impco"), a Delaware corporation, Dale Rasmussen, an individual, ("Pledgor"), and Robertson Stephens, Inc. ("Broker"). RECITALS -------- WHEREAS, Impco, Pledgor, and Broker have heretofore entered into a Control Agreement dated March 15, 2001 (the "Control Agreement") to perfect Impco's security interest in securities account number 39-006366 at Broker in the name of "Dale Rasmussen: Impco as Secured Party"; and WHEREAS, Impco, Pledgor, and Broker wish to amend the Control Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Impco, Pledgor, and Broker hereby agree as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Control Agreement. 2. The Agreement is hereby amended by adding a new paragraph 6(k) which shall read as follows: "(k) Permitted Transfers. On the terms and conditions contained in -------------------- that certain Multi-Party Agreement dated as of the date hereof, Impco and the Pledgor hereby agree to permit the transfer of certain the financial assets and credit balances to Fleet National Bank." 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: __________________________________ Dale Rasmussen, an individual Address: 708 Industry Drive Seattle, WA 98188 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:___________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 "Broker" Robertson Stephens, Inc. ________________________ By:_____________________ Name:___________________ Title:__________________ Address and facsimile number for notices to ________________________ ________________________ Facsimile Number:_______ EXHIBIT B AMENDMENT TO SECURITY AGREEMENT AND ----------------------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS AMENDMENT TO SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Amendment") is made as of June 21, 2001 by and between Dale Rasmussen, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, Debtor and Secured Party have heretofore entered into a Security Agreement and Agreement Not to Exercise Options dated March 15, 2001 (the "Agreement"); and WHEREAS, Debtor and Secured Party wish to amend the Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and Secured Party hereby agrees as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 2. The Agreement is hereby amended by adding a new paragraphs 2(d) and 2(e) which shall read as follows: "(d) Securities Account, Securities Entitlements, Financial Assets, ------------------------------------------------------------- and Credit Balances Therein. Account No. 35-147552 at Robertson Stephens, Inc. - --------------------------- (the "RS Account"), all securities entitlements, financial assets, and credit balances (including without limitation stock in Impco) therein. "(e) All proceeds from variable liquidity contracts (the "VLC Contracts") executed by Debtor with Fleet National Bank and all other derivative instruments executed by Debtor with respect to securities entitlements and financial assets in the RS Account, whether with Fleet National Bank or another counterparty. 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: _________________________________________ Dale Rasmussen, an individual Address: 708 Industry Drive Seattle, WA 981881 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:____________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 EXHIBIT C ALLONGE TO PROMISSORY NOTE -------------------------- THIS ALLONGE TO PROMISSORY NOTE (the "Allonge") dated effective as of June 21, 2001 is executed by Dale Rasmussen, an individual, ("Borrower") in favor of IMPCO Technologies, Inc., a Delaware corporation ("Company") and shall become a part of that certain Promissory Note that the Borrower previously issued in favor of the Company on March 15, 2001 (the "Note") promising to pay the Company on March 15, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of Seven Hundred Eighty Two Thousand Seven Hundred Sixty Dollars ($782,760), with interest thereon as set forth pursuant to the Note. If the Borrower requests the Company to release its security interest in all or any shares in the Company securing obligations of the Borrower under the Note and the Company, in its sole discretion, agrees to such a release, such release will not be effective until the Borrower has paid or caused to be paid to the Company, as a mandatory prepayment under the Note an amount equal to (A) the greater of (i) proceeds received concurrently with such release from the disposition or hedging of the shares so released or (ii) an assurance that, when agreed the obligations of the Borrower under the Note will result in such remaining obligations being no less than 50% of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of shares remaining as collateral for obligations under the Note plus (B) at the Company's option, interest on the amount so prepaid accrued from the date last paid until and including the date repaid at the rate provided in the Note. IN WITNESS WHEREOF, the undersigned has caused this Allonge to be executed on and as of the day and year first above written. BORROWER: ____________________________________ Dale Rasmussen, an individual Address: 708 Industry Drive Seattle, WA 981881 EX-10 10 dex10.txt MULTI-PARTY AGREEMENT ACKNOWLEDGED BY HUSSAIN EXHIBIT 10 MULTI-PARTY AGREEMENT --------------------- THIS MULTI-PARTY AGREEMENT (this "Agreement") is entered into this 21 day of June, 2001 among Impco Technologies, Inc. ("Impco"), Fleet National Bank ("Fleet") and Robertson Stephens, Inc. ("RS") and acknowledged by Syed Hussain (the "Borrower"). RECITALS WHEREAS, the Borrower has entered into a Security Agreement and Agreement Not to Exercise Options with Impco Technologies, Inc. ("Impco") dated as of March 15, 2001 (as amended, the "Impco Security Agreement"), and an Amendment thereto between such parties dated June 21, 2001 whereby he has granted to Impco a security interest all of his right, title and interest in certain shares in Impco (the "Impco Shares"), and certain other collateral to Impco as security for the satisfaction of obligations under a Promissory Note issued by Borrower in favor or Impco dated March 15, 2001 (hereinafter, the "Note"). WHEREAS, the Impco Shares are currently held as security entitlements in Account No. 39-006358 at Robertson Stephens, Inc. ("RS") and the security interest of Impco therein is perfected pursuant to the terms of an Account Control Agreement among Borrower, Impco and RS dated as of March 15, 2001 (the "RS Account Control Agreement"). WHEREAS, the Borrower desires to enter into one or more variable liquidity contracts and related pledge agreements (the "VLC's") with Fleet and to secure his obligations thereunder with a security interest in the Impco Shares. WHEREAS, subject to the terms and conditions of this Agreement, Impco has agreed to release its security interest in the Impco Shares, related security entitlements and other collateral held by RS concurrently with deposit of the Minimum Prepayment Amount (as hereinafter defined) into Account No. 35-147552 (the "Impco Account") maintained by RS solely in the name of Impco for immediate application against obligations of the Borrower under the Note. NOW, THEREFORE, for good and valuable consideration receipt and adequacy of which are hereby acknowledged, Impco, Fleet and RS agree as follows: AGREEMENT 1. Conditions to Effectiveness of this Agreement. As conditions precedent --------------------------------------------- to the effectiveness of this Agreement, Impco and RS acknowledge and agree that (1) the RS Account Control Agreement shall be amended pursuant to an Amendment substantially in the form of Exhibit A to this Agreement, (2) the Impco Security Agreement and Promissory Note shall be amended pursuant to agreements substantially in the form of Exhibits B and C, respectively, hereto, and (3) this Agreement shall have been fully executed and acknowledged by the parties hereto. 2. Agreement of Impco to release security interest in connection with ------------------------------------------------------------------ VLC's. Unless Impco shall have notified Fleet at least five (5) days prior to - ----- execution of a VLC that Impco will not release its security interest by reason of the occurrence of a default under the Promissory Note or the occurrence of another event that, in the opinion of Impco makes it commercially unreasonable or impracticable to release its security interest, Impco agrees that its security interest in the number of Impco Shares equal to the number of Impco Shares which are the subject of each VLC (and related security entitlements and financial assets) shall be released concurrently with deposit of the Minimum Prepayment Amount into the Impco Account for immediate credit to the Note from the proceeds of each such VLC or from any other source of an amount. As used herein, "Minimum Prepayment Amount" means, in respect of each release of security interests in Impco Shares in connection with the execution of a VLC, an amount that, when deducted from the obligations then remaining due to Impco on the Note, if any, will result in all obligations remaining due under the Note being not greater than fifty percent (50%) of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of the Impco Shares subject to the security interest of Impco perfected pursuant to the RS Account Control Agreement. 3. Waiver of Set off by RS and Fleet. Until the earlier of the date that --------------------------------- Impco releases its security interest in all Impco Shares and related security entitlements or the Note is paid in full, Fleet and RS each waives (i) any right of set-off, counterclaim, or recoupment against Impco Shares, remaining subject to the security interest of Impco, (ii) any right to require marshalling of collateral by Impco or to direct the order in which collateral shall be disposed of by Impco, (iii) any right to require Impco to proceed against any person, proceed against or exhaust any collateral or any other security interest or guaranty or pursue any other remedy in Impco's power or to pursue any of such rights in any particular order or manner and any defenses arising by reason of any disability or defense of any person, and (iv) any other contractual, legal, or equitable right or remedy the effect of which would be to reduce the amount of payments payable to Impco under the Promissory Note or postpone the date for payment. 4. Acknowledgement of security interest by Fleet. Fleet hereby --------------------------------------------- acknowledges that Impco has been granted a security interest in all rights to payment of the Borrower under the VLC's. Fleet agrees to make payment directly to Impco by deposit into the Impco Account on account of payments thereunder until Impco confirms that the Note is paid in full. 5. Further Assurances. The parties hereto agree, at their own expense, ------------------ to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as Impco may reasonably request to better assure, preserve, protect and perfect security interests and rights of Impco addressed herein, including the filing of financing statements. 6. Miscellaneous. ------------- (a) Each party hereto hereby represents and warrants to the other that (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and, if relevant under such laws, in good standing, (ii) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance, (iii) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, (iv) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with, and (v) its obligations under this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) The Borrower is not an intentional third beneficiary of this Agreement. This Agreement is solely for the benefit of the parties hereto. (c) This Agreement shall become effective when it shall have been executed by the parties hereto. This Agreement may be executed in counterparts which shall constitute one and the same agreement if, when taken together, they bear the signatures of each of the parties hereto. This Agreement shall be binding on the successors and assigns of the parties hereto. This Agreement shall be construed in accordance with and governed by the internal laws of the State of California (without regard to conflicts of law rules). This Agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to such subject matter is superseded by this Agreement. Any provision in this Agreement that is invalid, illegal or unenforceability in any respect shall not in any way affect or impair any other provision. (d) Any notice or other communication in respect of this Agreement may be given in any manner set forth below and will be deemed effective as indicated:-- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine; (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, after the close of business on a business day (day on which each of Fleet, RS and Impco are open for business and not authorized to close. Any party may be notice to the other change the address, telex, or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. Fleet National Bank, a national bank By:________________________ Name:______________________ Title:_____________________ Address: Robertson Stephens, Inc. By:________________________ Name:______________________ Title:_____________________ Address: Impco Technologies, Inc. By:________________________ Name:______________________ Title:_____________________ Address: Borrower acknowledges and agrees to the foregoing and concurrently upon release of Impco's security interest in Impco Shares irrevocably instructs and directs RS promptly to transfer such Impco Shares in accordance with the directions of Fleet to be held as collateral pursuant to the terms of the VLC Contracts. By: _________________________________ Name: Syed Hussain Address: 17872 Cartwright Road Irvine, California 92614 EXHIBIT A AMENDMENT TO ACCOUNT CONTROL AGREEMENT -------------------------------------- THIS AMENDMENT TO ACCOUNT CONTROL AGREEMENT (the "Amendment") is made as of June 21, 2001 by and among Impco Technologies, Inc. ("Impco"), a Delaware corporation, Syed Hussain, an individual, ("Pledgor"), and Robertson Stephens, Inc. ("Broker"). RECITALS -------- WHEREAS, Impco, Pledgor, and Broker have heretofore entered into a Control Agreement dated March 15, 2001 (the "Control Agreement") to perfect Impco's security interest in securities account number 39-006325 at Broker in the name of "Syed Hussain: Impco as Secured Party"; and WHEREAS, Impco, Pledgor, and Broker wish to amend the Control Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Impco, Pledgor, and Broker hereby agree as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Control Agreement. 2. The Agreement is hereby amended by adding a new paragraph 6(k) which shall read as follows: "(k) Permitted Transfers. On the terms and conditions contained in -------------------- that certain Multi-Party Agreement dated as of the date hereof, Impco and the Pledgor hereby agree to permit the transfer of certain the financial assets and credit balances to Fleet National Bank." 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: _________________________________ Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, California 92614 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:_________________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 "Broker" Robertson Stephens, Inc. _____________________________ By:__________________________ Name:________________________ Title:_______________________ Address and facsimile number for notices to ______________________________ ______________________________ Facsimile Number:_____________ EXHIBIT B AMENDMENT TO SECURITY AGREEMENT AND ----------------------------------- AGREEMENT NOT TO EXERCISE OPTIONS --------------------------------- THIS AMENDMENT TO SECURITY AGREEMENT AND AGREEMENT NOT TO EXERCISE OPTIONS (the "Amendment") is made as of June 21, 2001 by and between Syed Hussain, an individual, ("Debtor"), and IMPCO Technologies, Inc., a Delaware corporation ("Secured Party" or "IMPCO"). RECITALS -------- WHEREAS, Debtor and Secured Party have heretofore entered into a Security Agreement and Agreement Not to Exercise Options dated March 15, 2001 (the "Agreement"); and WHEREAS, Debtor and Secured Party wish to amend the Agreement in the manner set forth in this Amendment. NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and Secured Party hereby agrees as follows: 1. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 2. The Agreement is hereby amended by adding a new paragraphs 2(d) and 2(e) which shall read as follows: "(d) Securities Account, Securities Entitlements, Financial Assets, ------------------------------------------------------------- and Credit Balances Therein. Account No. 35-147552 at Robertson Stephens, Inc. - --------------------------- (the "RS Account"), all securities entitlements, financial assets, and credit balances (including without limitation stock in Impco) therein. "(e) All proceeds from variable liquidity contracts (the "VLC Contracts") executed by Debtor with Fleet National Bank and all other derivative instruments executed by Debtor with respect to securities entitlements and financial assets in the RS Account, whether with Fleet National Bank or another counterparty. 3. Except as otherwise expressly set forth herein, the Agreement shall remain in full force and effect and unmodified. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on and as of the day and year first above written. DEBTOR: ____________________________________ Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, California 92614 SECURED PARTY: IMPCO TECHNOLOGIES, INC., a Delaware corporation By:_____________________________ Name: Brian Olson Title: Chief Financial Officer Address: 16804 Gridley Place Cerritos, California 90702 EXHIBIT C ALLONGE TO PROMISSORY NOTE -------------------------- THIS ALLONGE TO PROMISSORY NOTE (the "Allonge") dated effective as of June 21, 2001 is executed by Syed Hussain, an individual, ("Borrower") in favor of IMPCO Technologies, Inc., a Delaware corporation ("Company") and shall become a part of that certain Promissory Note that the Borrower previously issued in favor of the Company on March 15, 2001 (the "Note") promising to pay the Company on March 15, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Five Hundred Sixty Five Thousand Five Hundred Forty Seven Dollars ($1,565,547), with interest thereon as set forth pursuant to the Note. If the Borrower requests the Company to release its security interest in all or any shares in the Company securing obligations of the Borrower under the Note and the Company, in its sole discretion, agrees to such a release, such release will not be effective until the Borrower has paid or caused to be paid to the Company, as a mandatory prepayment under the Note an amount equal to (A) the greater of (i) proceeds received concurrently with such release from the disposition or hedging of the shares so released or (ii) an assurance that, when agreed the obligations of the Borrower under the Note will result in such remaining obligations being no less than 50% of the fair market value (as then quoted on a National Association of Securities Dealers Automated Quotations National Market Exchange) of shares remaining as collateral for obligations under the Note plus (B) at the Company's option, interest on the amount so prepaid accrued from the date last paid until and including the date repaid at the rate provided in the Note. IN WITNESS WHEREOF, the undersigned has caused this Allonge to be executed on and as of the day and year first above written. BORROWER: _____________________________________ Syed Hussain, an individual Address: 17872 Cartwright Road Irvine, California 92614 EX-11 11 dex11.txt TERMS AND CONDITIONS OF SALES CONTRACT-STEMMLER Exhibit 11 [LOGO] Fleet Jeff Burke Principal, Equity Financial Products Phone: 415-676-2876 Fax: 415-693-3223 ________________________________________________________________________________ Robert M. Stemmler June 27, 2001 c/o Impco Technologies, Inc. 16804 Gridley Place Cerritos, CA 90703-1741 Fax: 562-924-8069 Dear Mr. Stemmler: The following sets out the economic terms of the derivative transaction you executed with Fleet National Bank. A legal confirmation governed by the ISDA Master Agreement and setting out the final terms of this transaction will be provided subsequent to execution. The confirmation shall supersede this document upon its execution - ------------------------------------------------------------------------------------------------------------------------------------ Party A Fleet National Bank - ------------------------------------------------------------------------------------------------------------------------------------ Party B Robert M. Stemmler - ------------------------------------------------------------------------------------------------------------------------------------ Contract Name Variable Liquidity Contract - ------------------------------------------------------------------------------------------------------------------------------------ Reference Equity Common shares of IMPCO Technologies, Ticker "IMCO" - ------------------------------------------------------------------------------------------------------------------------------------ Reference Shares 56,929 - ------------------------------------------------------------------------------------------------------------------------------------ Initial Reference Price $32.5514 - ------------------------------------------------------------------------------------------------------------------------------------ Option Notional $1,853,118.65 - ------------------------------------------------------------------------------------------------------------------------------------ Lower Strike $32.5514 - ------------------------------------------------------------------------------------------------------------------------------------ Upper Strike $40.6893 - ------------------------------------------------------------------------------------------------------------------------------------ Initial Liquidity (Prepayment Amount) $1,564,588.08 - ------------------------------------------------------------------------------------------------------------------------------------ Trade Date June 21, 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Start Date June 27, 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Initial Liquidity Payment Date Three business days following the Start Date - ------------------------------------------------------------------------------------------------------------------------------------ Valuation Dates Each of the five (5) consecutive business days prior to, and including, the Final Maturity Date - ------------------------------------------------------------------------------------------------------------------------------------ Valuation Price Shall be based upon the NASDAQ closing offer price at the close of trading of the primary trading session for the Reference Equity on each of the Valuation Dates - ------------------------------------------------------------------------------------------------------------------------------------ Final Maturity Date January 15, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ Final VLC Settlement . If the Valuation Price is less than or equal to the Lower Strike, Party B shall deliver: (1)* (the Reference Shares) . If the Valuation Price is between the Lower Strike and the Upper Strike, Party B shall deliver: (Lower Strike/ Valuation Price) * Reference Shares . If the Valuation Price is greater than or equal to the Upper Strike, Party B shall deliver: ((Valuation Price - Upper Strike + Lower Strike/ Valuation Price) * Reference Shares - ------------------------------------------------------------------------------------------------------------------------------------ Settlement Date The Final VLC Settlement shares shall be delivered three business days after the Final Maturity Date. - ------------------------------------------------------------------------------------------------------------------------------------ Collateral Party A shall hold 100% of the Reference Shares as collateral for this transaction - ------------------------------------------------------------------------------------------------------------------------------------ Collateral Substitution Under certain circumstances, Party B may substitute approved form of collateral for the Reference Shares. - ------------------------------------------------------------------------------------------------------------------------------------ Rehypothecation Party A, may, from time to time, rehypothecate the Reference Shares- - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Borrow Termination If the rebate rate associated with Party A borrowing shares of the Reference Equity falls to zero or if shares of the Reference Equity become unavailable for borrow through security lending intermediaries, Party A reserves the right to terminate the transaction - ------------------------------------------------------------------------------------------------------------------------------------ Representations Party B represents on Trade Date that it is not in possession of any material non-public information concerning the Issuer; provided that, if Party B comes into possession or anticipates coming into possession of any material non-public information on the Trade Date, Party B shall immediately inform Party A of such anticipated or actual receipt of such information. "Material" information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Issuer - ------------------------------------------------------------------------------------------------------------------------------------ Consequences of Merger Events Share for Share: Alternative Obligation with Calculation Agent adjustment Share for Other: Cancellation and Payment Share for Combined: Cancellation and Payment - ------------------------------------------------------------------------------------------------------------------------------------ Potential Adjustment Events In addition to ISDA standard events, dividends, certain distributions or entitlements granted by the Issuer and potentially any shareholder rights such as poison pills. - ------------------------------------------------------------------------------------------------------------------------------------ Events of Default, Termination At anytime during the transaction, the occurrence of any of the standard ISDA events or Events and Additional Termination the breach of certain net worth trigger or borrow termination. Events - ------------------------------------------------------------------------------------------------------------------------------------ Calculation Agent Party A - ------------------------------------------------------------------------------------------------------------------------------------ Tax, Legal, and Regulatory Party B has consulted with appropriate counsel and is not depending on Party A for Tax, Legal, and Regulatory advice. - ------------------------------------------------------------------------------------------------------------------------------------
2 EX-12 12 dex12.txt TERMS AND CONDITIONS OF SALES CONTRACT-RASMUSSEN [LOGO] Fleet Exhibit 12 Jeff Burke Principal, Equity Financial Products Phone: 415-676-2876 Fax: 415-693-3223 ________________________________________________________________________________ Dale L. Rasmussen June 27, 2001 c/o Impco Technologies, Inc. 708 Industry Drive Seattle, WA 98188 Fax: 206-575-4714 Dear Mr. Rasmussen: The following sets out the economic terms of the derivative transaction you executed with Fleet National Bank. A legal confirmation governed by the ISDA Master Agreement and setting out the final terms of this transaction will be provided subsequent to execution. The confirmation shall supersede this document upon its execution. - ------------------------------------------------------------------------------------------------------------------------- Party A Fleet National Bank - ------------------------------------------------------------------------------------------------------------------------- Party B Dale L. Rasmussen - ------------------------------------------------------------------------------------------------------------------------- Contract Name Variable Liquidity Contract - ------------------------------------------------------------------------------------------------------------------------- Reference Equity Common shares of IMPCO Technologies, Ticker "IMCO" - ------------------------------------------------------------------------------------------------------------------------- Reference Shares 28,464 - ------------------------------------------------------------------------------------------------------------------------- Initial Reference Price $32.5514 - ------------------------------------------------------------------------------------------------------------------------- Option Notional $926,543.05 - ------------------------------------------------------------------------------------------------------------------------- Lower Strike $32.5514 - ------------------------------------------------------------------------------------------------------------------------- Upper Strike $48.8271 - ------------------------------------------------------------------------------------------------------------------------- Initial Liquidity (Prepayment Amount) $713,994.07 - ------------------------------------------------------------------------------------------------------------------------- Trade Date June 21, 2001 - ------------------------------------------------------------------------------------------------------------------------- Start Date June 27, 2001 - ------------------------------------------------------------------------------------------------------------------------- Initial Liquidity Payment Date Three business days following the Start Date - ------------------------------------------------------------------------------------------------------------------------- Valuation Dates Each of the five (5) consecutive business days prior to, and including, the Final Maturity Date - ------------------------------------------------------------------------------------------------------------------------- Valuation Price Shall be based upon the NASDAQ closing offer price at the close of trading of the primary trading session for the Reference Equity on each of the Valuation Dates - ------------------------------------------------------------------------------------------------------------------------- Final Maturity Date January 15, 2004 - ------------------------------------------------------------------------------------------------------------------------- Final VLC Settlement . If the Valuation Price is less than or equal to the Lower Strike, Party B shall deliver: (1)*(the Reference Shares) . If the Valuation Price is between the Lower Strike and the Upper Strike, Party B shall deliver: (Lower Strike/ Valuation Price) * Reference Shares . If the Valuation Price is greater than or equal to the Upper Strike, Party B shall deliver: ((Valuation Price - Upper Strike + Lower Strike/ Valuation Price) * Reference Shares - ------------------------------------------------------------------------------------------------------------------------- Settlement Date The Final VLC Settlement shares shall be delivered three business days after the Final Maturity Date. - ------------------------------------------------------------------------------------------------------------------------- Collateral Party A shall hold 100% of the Reference Shares as collateral for this transaction - -------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------- Collateral Substitution Under certain circumstances, Party B may substitute approved form of collateral for the Reference Shares. - ------------------------------------------------------------------------------------------------------------------------- Rehypothecation Party A may, from time to time, rehypothecate the Reference Shares - - ------------------------------------------------------------------------------------------------------------------------- Borrow Termination If the rebate rate associated with Party A borrowing shares of the Reference Equity falls to zero or if shares of the Reference Equity become unavailable for borrow through security lending intermediaries, Party A reserves the right to terminate the transaction - ------------------------------------------------------------------------------------------------------------------------- Representations Party B represents on Trade Date that it is not in possession of any material non-public information concerning the Issuer; provided that, if Party B comes into possession or anticipates coming into possession of any material non-public information on the Trade Date, Party B shall immediately inform Party A of such anticipated or actual receipt of such information. "Material" information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Issuer - ------------------------------------------------------------------------------------------------------------------------- Consequences of Merger Events Share for Share: Alternative Obligation with Calculation Agent adjustment Share for Other: Cancellation and Payment Share for Combined: Cancellation and Payment - ------------------------------------------------------------------------------------------------------------------------- Potential Adjustment Events In addition to ISDA standard events, dividends, certain distributions or entitlements granted by the Issuer and potentially any shareholder rights such as poison pills. - ------------------------------------------------------------------------------------------------------------------------- Events of Default, Termination Events, At anytime during the transaction, the occurrence of any of the standard ISDA and Additional Termination Events events or the breach of certain net worth trigger or borrow termination. - ------------------------------------------------------------------------------------------------------------------------- Calculation Agent Party A - ------------------------------------------------------------------------------------------------------------------------- Tax, Legal, and Regulatory Party B has consulted with appropriate counsel and is not depending on Party A for Tax, Legal, and Regulatory advice. - -------------------------------------------------------------------------------------------------------------------------
2 EX-13 13 dex13.txt TERMS AND CONDITIONS OF SALES CONTRACT-HUSSAIN Exhibit 13 [LOGO] FLEET Jeff Burke Principal, Equity Financial Products Phone: 415-676-2876 Fax: 415-693-3223 - -------------------------------------------------------------------------------- Syed F. Hussain June 27, 2001 c/o Impco Technologies, Inc. 17872 Cartwright Rd. Irvine, CA 92807 Fax: 949-474-3686 Dear Mr. Hussain: The following sets out the economic terms of the derivative transaction you executed with Fleet National Bank. A legal confirmation governed by the ISDA Master Agreement and setting out the final terms of this transaction will be provided subsequent to execution. The confirmation shall supersede this document upon its execution.
- ------------------------------------------------------------------------------------------------------------------------------------ Party A Fleet National Bank - ------------------------------------------------------------------------------------------------------------------------------------ Party B Syed F. Hussain - ------------------------------------------------------------------------------------------------------------------------------------ Contract Name Variable Liquidity Contract - ------------------------------------------------------------------------------------------------------------------------------------ Reference Equity Common shares of IMPCO Technologies, Ticker "IMCO" - ------------------------------------------------------------------------------------------------------------------------------------ Reference Shares $56,929 - ------------------------------------------------------------------------------------------------------------------------------------ Initial Reference Price $32.5514 - ------------------------------------------------------------------------------------------------------------------------------------ Option Notional $1,853,118.65 - ------------------------------------------------------------------------------------------------------------------------------------ Lower Strike $32.5514 - ------------------------------------------------------------------------------------------------------------------------------------ Upper Strike $40.6893 - ------------------------------------------------------------------------------------------------------------------------------------ Initial Liquidity (Prepayment Amount) $1,564,588.08 - ------------------------------------------------------------------------------------------------------------------------------------ Trade Date June 21, 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Start Date June 27, 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Initial Liquidity Payment Date Three business days following the Start Date - ------------------------------------------------------------------------------------------------------------------------------------ Valuation Dates Each of the five (5) consecutive business days prior to, and including, the Final Maturity Date - ------------------------------------------------------------------------------------------------------------------------------------ Valuation Price Shall be based upon the NASDAQ closing offer price at the close of trading of the primary trading session for the Reference Equity on each of the Valuation Dates - ------------------------------------------------------------------------------------------------------------------------------------ Final Maturity Date January 15, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ Final VLC Settlement . If the Valuation Price is less than or equal to the Lower Strike, Party B shall deliver: (1)* (the Reference Shares) . If the Valuation Price is between the Lower Strike and the Upper Strike, Party B shall deliver: (Lower Strike/ Valuation Price) * Reference Shares . If the Valuation Price is greater than or equal to the Upper Strike, Party B shall deliver: ((Valuation Price - Upper Strike + Lower Strike) / Valuation Price) * Reference Shares - ------------------------------------------------------------------------------------------------------------------------------------ Settlement Date The Final VLC Settlement shares shall be delivered three business days after the Final Maturity Date. - ------------------------------------------------------------------------------------------------------------------------------------ Collateral Party A shall hold 100% of the Reference Shares as collateral for this transaction - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Collateral Substitution Under certain circumstances, Party B may substitute approved form of collateral for the Reference Shares. - ------------------------------------------------------------------------------------------------------------------------------------ Rehypothecation Party A, may, from time to time, rehypothecate the Reference Shares -- - ------------------------------------------------------------------------------------------------------------------------------------ Borrow Termination If the rebate rate associated with Party A borrowing shares of the Reference Equity falls to zero or if shares of the Reference Equity become unavailable for borrow through security lending intermediaries, Party A reserves the right to terminate the transaction - ------------------------------------------------------------------------------------------------------------------------------------ Representations Party B represents on Trade Date that it is not in possession of any material non-public information concerning the Issuer; provided that, if Party B comes into possession or anticipates coming into possession of any material non-public information on the Trade Date, Party B shall immediately inform Party A of such anticipated or actual receipt of such information. "Material" information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Issuer - ------------------------------------------------------------------------------------------------------------------------------------ Consequences of Merger Events Share for Share: Alternative Obligation with Calculation Agent adjustment Share for Other: Cancellation and Payment Share for Combined: Cancellation and Payment - ------------------------------------------------------------------------------------------------------------------------------------ Potential Adjustment Events In addition to ISDA standard events, dividends, certain distributions or entitlements granted by the Issuer and potentially any shareholder rights such as poison pills. - ------------------------------------------------------------------------------------------------------------------------------------ Events of Default, Termination Events, At anytime during the transaction, the occurrence of any of the standard ISDA events or and Additional Termination Events the breach of certain net worth trigger or borrow termination. - ------------------------------------------------------------------------------------------------------------------------------------ Calculation Agent Party A - ------------------------------------------------------------------------------------------------------------------------------------ Tax, Legal, and Regulatory Party B has consulted with appropriate counsel and is not depending on Party A for Tax, Legal, and Regulatory advice. - ------------------------------------------------------------------------------------------------------------------------------------
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