0000898430-01-502782.txt : 20011010
0000898430-01-502782.hdr.sgml : 20011010
ACCESSION NUMBER: 0000898430-01-502782
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011108
FILED AS OF DATE: 20011009
FILER:
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: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15143
FILM NUMBER: 1754115
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
DEF 14A
1
ddef14a.txt
DEFINITIVE PROXY STATEMENT FOR IMPCO TECH.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as Permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under (S)240.14a-12
IMPCO TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22 (a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously by written preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
IMPCO TECHNOLOGIES, INC.
---------------------
Notice of Annual Meeting of Stockholders
To Be Held on November 8, 2001
---------------------
IMPCO Technologies, Inc. (the "Company" or "IMPCO") will hold its Annual
Meeting of Stockholders at the Hyatt Regency Hotel, 17900 Jamboree Blvd.,
Irvine, California, on Thursday, November 8, 2001 at 1:30 p.m. local time.
We are holding this meeting:
. To elect two members of the Board of Directors for terms of three years
or until his successor is elected and qualified;
. To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants; and
. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on September 24, 2001 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. A list of such stockholders will be available for examination by any
stockholder at the Annual Meeting for any purpose germane to the Annual
Meeting, at the Company's office at 17872 Cartwright Road, Irvine, California,
for a period of ten days prior to the Annual Meeting. The vote of each
stockholder is important. Whether or not you plan to attend the Annual
Meeting, you are requested to date and sign the enclosed proxy card and return
it promptly.
By Order of the Board of Directors,
/s/ Dale L. Rasmussen
Dale L. Rasmussen
Secretary
Cerritos, California
October 8, 2001
IMPCO TECHNOLOGIES, INC.
16804 Gridley Place
Cerritos, California 90703
---------------------
PROXY STATEMENT
---------------------
INFORMATION REGARDING PROXIES
This Proxy Statement and the enclosed proxy are furnished in connection with
the solicitation of proxies by the Board of Directors of IMPCO Technologies,
Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held
on Thursday, November 8, 2001 at 1:30 p.m., local time, at the Hyatt Regency
Hotel, 17900 Jamboree Blvd., Irvine, California, and at any adjournment
thereof.
These proxy materials are being mailed to stockholders commencing on or
about October 8, 2001. Expenses of solicitation of proxies will be paid by the
Company. Solicitation will be by mail. There may be telegraph, telephone or
personal solicitations by directors, officers, and employees of the Company
which will be made without paying them additional compensation. The Company
will request banks and brokers to solicit proxies from their customers and will
reimburse those banks and brokers for reasonable out-of-pocket costs for this
solicitation.
If the enclosed proxy is properly executed and returned, it will be voted in
accordance with the instructions specified thereon. In the absence of
instructions to the contrary, it will be voted (i) for the election of all of
the nominees for the Company's Board of Directors listed in this Proxy
Statement and (ii) for ratification of the appointment of Ernst & Young LLP as
the Company's independent public accountants. If other matters come before the
Annual Meeting, it will be voted in accordance with the best judgment of the
persons named as proxies in the enclosed proxy. Execution of the proxy will not
in any way affect a stockholder's right to attend the Annual Meeting or prevent
voting in person. A proxy may be revoked at any time by delivering written
notice to the Secretary of the Company before it is voted.
Only stockholders of record at the close of business on September 24, 2001
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. The holders of shares of Common Stock representing one-third of the
Common Stock entitled to vote at the Annual Meeting will constitute a quorum at
the Annual Meeting. While there is no definitive statutory or case law
authority in Delaware as to the proper treatment of abstentions (also referred
to as withheld votes), the Company believes that abstentions should be counted
for purposes of determining if a quorum is present at the Annual Meeting for
the transaction of business. With respect to broker nominee votes, the Delaware
Supreme Court has held that broker nominee votes may be counted as present or
represented for purposes of determining the presence of a quorum. Abstentions
are included in determining the number of shares voted on the proposals
submitted to stockholders (other than the election of directors) and will have
the same effect as a vote against such proposals. Broker "non-votes" are
included in determining the number of shares voted on for the proposal to
ratify the selection of Ernst & Young LLP as the Company's independent auditors
and will have the same effect as a vote against such proposal. However, broker
non-votes will not be counted for the other proposals submitted to
stockholders. Directors are elected by plurality of the votes of the shares of
Common Stock represented and voted at the Annual Meeting and abstentions and
broker non-votes will have no effect on the outcome of the election of
Directors. The affirmative vote of a majority of the shares of Common Stock
represented and voted at the meeting is required for approval of Proposal II.
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with the three classes
serving staggered three-year terms. The Directors elected at the Annual Meeting
will be elected for three-year terms. Each Director will hold office until the
first meeting of stockholders immediately following expiration of his term of
office and until his successor is qualified and elected.
Although the Board of Directors anticipates that all of the nominees will be
available to serve as Directors of the Company, if any of them do not accept
the nomination, or otherwise are unwilling or unable to serve, the proxies will
be voted for the election of a substitute nominee or nominees designated by the
Board of Directors.
Directors are elected by a plurality of the votes cast by the holders of the
Common Stock present in person or represented by proxy and entitled to vote at
the Annual Meeting. Any shares not voted (whether by abstention, broker non-
vote or votes withheld) are not counted as votes cast for or against the
nominees and will be excluded from the vote. Consequently, any such non-voted
shares will have no effect on the vote for the election of Directors.
Information About Directors
and Nominees for Election
The names of the nominees and the other Directors, the year in which each
first became a Director of the Company, their principal occupations and certain
other information are as follows:
Nominees for Election to Term Continuing Until 2004
Paul Mlotok has served as a director since April 1997 and is a member of the
Audit Committee. Since 1995, he has been a Senior Practitioner with the
consulting firm Global Business Network, which specializes in the areas of
energy, natural resources and finance. From 1989 to 1995, he was a Principal
and oil industry analyst at Morgan Stanley & Co. He has a B.A. degree in
economics from Cornell University and a Ph.D. in economics from Brown
University.
Robert M. Stemmler has served as our President and Chief Executive Officer
since May 1993. He has also been a director since May 1993, and the Chairman of
our Board of Directors since June 1998. From December 1992 until July 1993, Mr.
Stemmler was a full time consultant to our company. He served as our General
Manager from 1982 to 1985 and has held various management and executive
positions throughout his career at Celanese Corp. (now Hoechst-Celanese), an
international chemical and fibers manufacturer; A.J. Industries, a holding
company for aircraft, trucking and heating equipment companies; and Sargent
Fletcher Company, a manufacturer of military aircraft fuel tanks and in-flight
refueling systems. Mr. Stemmler is a director of Pacific Aerospace &
Electronics, Inc., an international manufacturer of aerospace and electronic
components. He holds an M.B.A. degree from Seton Hall University and a B.S.
degree in mechanical engineering from Washington University.
The Board of Directors recommends a vote "FOR" election of each of these
nominees.
Directors Whose Terms Continue Until 2003
J. David Power III has served as a director since August 2000. He is the
founder of J.D. Power and Associates where he has served as Chairman since
1996. Mr. Power has previously worked with Ford Motor Company, General Motors
Corporation, and J.I. Case Company. Mr. Power was a recipient of the Automotive
Hall of Fame's Distinguished Service Citation. Mr. Power serves as a director
of The Cobalt Group, Inc. Mr. Power graduated from the College of Holy Cross,
has an M.B.A. from The Wharton School of Finance at the University of
Pennsylvania, and holds honorary doctorate degrees from College of the Holy
Cross, California Lutheran University, and California State University,
Northridge.
2
Directors Whose Terms Continue Until 2002
Norman L. Bryan has served as a director since November 1993 and is Chair of
the Audit Committee. He has been a consultant since January 1995. Mr. Bryan has
been employed as the Senior Vice President of Sales and Marketing of EIT, Inc.,
an electric meter manufacturing company, since October 1998. Prior to retiring
in 1994 from Pacific Gas and Electric Company, he was Vice President, Marketing
from February 1993 until December 1994, and was Vice President, Clean Air
Vehicles from February 1991 to February 1993. Mr. Bryan holds an M.A. degree in
business from Stanford University and a B.S.M.E. degree in mechanical
engineering from California State University in San Jose.
Don J. Simplot has served as a director since May 1978 and is Chair of the
Compensation Committee. He is the President of Simplot Industries, Inc., which
is engaged in agricultural enterprises, and a Director member of the office of
the chair of J.R. Simplot Company, which is also engaged in agricultural
enterprises. Mr. Simplot is a director of Micron Technology, Inc., a designer
and manufacturer of semiconductor memory components primarily used in various
computer applications.
Meetings of the Board of Directors and Committees
During the fiscal year ended April 30, 2001, there were four meetings of the
Board of Directors. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and committees on which the Director served.
Current members of the Audit Committee are Norman L. Bryan (Chair), Paul
Mlotok and Don J. Simplot. Douglas W. Toms served as a member of the Audit
Committee until June 2001. The Audit Committee reviews with the Company's
independent auditors the scope, results and costs of the annual audit and the
Company's accounting policies and financial reporting. The Audit Committee met
three times during the fiscal year ended April 30, 2001. The Company's Board of
Directors has adopted a written charter for the Audit Committee, a copy of
which is attached as Appendix A to this Proxy Statement. The members of the
Audit Committee are "independent" as defined in Rule 4200(a)(15) of the listing
standards of the National Association of Securities Dealers.
Current members of the Compensation Committee are Don J. Simplot (Chair) and
J. David Power. Ulrich Ruetz served as a member of the Compensation Committee
until May 30, 2001. The function of the Compensation Committee is to consider
and propose executive compensation policies and submit to the Board of
Directors reports recommending compensation to be paid to the Company's
executive officers. The Compensation Committee met once during the fiscal year
ended April 30, 2001.
Current members of the Nominating Committee are J. David Power and Don J.
Simplot. Douglas W. Toms served as a member of the Nominating Committee until
June 2001. The Nominating Committee is responsible for recruiting and
recommending candidates for membership on the Board of Directors. For
information about suggesting candidates for consideration as nominees for
election to the Board of Directors, see "Proposals of Stockholders." The
Nominating Committee met three times during the fiscal year ended April 30,
2001.
Compensation of Directors
Each Director who is not an employee of the Company is paid an attendance
fee of $1,000, plus out-of-pocket expenses, for each board or committee meeting
attended. In addition, the Chairs of the Audit, Compensation and Nominating
Committees are paid an annual fee of $3,000.
During the 2001 fiscal year, we granted options to purchase 8,000 shares of
Common Stock to each of Messrs. Bryan, Mlotok, Simplot, Ulrich Ruetz and
Douglas Toms and options to purchase 20,000 shares of Common Stock to J. David
Power, each at a price of $12.80 per share. Option exercise prices are the
higher of (i) the average market value of the stock for the 15 trading days
following the date of grant and (ii) the market
3
value on the fifteenth trading day following the date of grant. Options are not
assignable and vest cumulatively at the rate of 25% annually, beginning on the
first anniversary date of grant. However, if a Director dies, becomes disabled
or retires at age 62 or later, then options vest at the rate of 25% for each
full calendar year in which the optionee served as one of our Directors.
Options must be exercised while serving as a Director or within three months
following termination as Director, unless termination results from death or
disability, in which case options may be exercised during the one-year period
following termination. In no event may options be exercised more than ten years
after the date of grant.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2001, the Compensation Committee consisted, at various
times, of Ulrich Ruetz, a resigned Director, and Mr. Simplot and Mr. Power.
None of these persons is or has been an officer or employee of the Company or
any of its subsidiaries. In addition, there are no Compensation Committee
interlocks between the Company and other entities involving the Company's
executive officers and Directors who serve as executive officers of such
entities.
VOTING SECURITIES
The only class of stock entitled to vote at the Annual Meeting is the
Company's Common Stock. At the close of business on September 30, 2001, there
were 10,513,138 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting (not including treasury shares or shares issuable upon exercise
of options), and the holders of those shares will be entitled to one vote per
share.
4
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of our outstanding Common Stock as of September 30, 2001 by:
. each person who is the beneficial owner of more than 5% of the Company's
capital stock;
. each of the Company's Directors and Director nominees;
. the Company's chief executive officer and the Company's four other most
highly compensated executive officers whose annual compensation exceeded
$100,000 for the last fiscal year (the "Named Executive Officers"); and
. all of the Company's executive officers and Directors as a group.
Except as otherwise indicated, all of the shares indicated in the table are
shares of Common Stock and each beneficial owner has sole voting and investment
power with respect to the shares set forth opposite its name. This percentage
ownership included in the following is based on 10,513,138 shares of Common
Stock outstanding as of September 30, 2001.
Shares
Beneficially
Owned
---------------------
Name of Beneficial Owner Number Percent
------------------------ --------- -------
5% Stockholders:
Kern Capital Management, LLC......................... 832,800(1) 7.9%
BERU Aktiengesellschaft.............................. 1,130,614(2) 10.8
Directors and Executive Officers:
Norman L. Bryan...................................... 31,000(3) *
Donald L. Dominic.................................... 34,839(4) *
Dennis D. Hartman.................................... 35,856(5) *
Syed Hussain......................................... 185,858(6) 1.8
Paul Mlotok.......................................... 20,000(7) *
William B. Olson..................................... 25,600(8) *
J. David Power III................................... 0 *
Dale L. Rasmussen.................................... 205,591(9) 2.0
Don J. Simplot....................................... 325,933(10) 3.1
Robert M. Stemmler................................... 472,707(11) 4.4
All executive officers and Directors as a group (10
persons)............................................ 1,337,384(12) 12.0%
--------
* Less than 1% of the outstanding Common Stock.
(1) Based on a Schedule 13G filed by Kern Capital Management on February 9,
2001. Robert E. Kern Jr. and David G. Kern are principals and controlling
members of Kern Capital Management, and as such share voting and
dispositive power with respect to the shares held by Kern Capital
Management. The address of Kern Capital Management LLC is 114 West 47th
Street, Suite 1926, New York, New York 10036.
(2) Based on a Schedule 13D filed by BERU on May 29, 2001. The address of
BERU Aktiengesellschaft is Moerikestrasce 155, Ludwigsburg, Germany.
(3) Includes 30,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after September 30, 2001.
(4) Represents shares issuable upon exercise of outstanding options that are
exercisable within 60 days after September 30, 2001.
(5) Includes 10,400 shares issuable upon exercise of outstanding options that
are exercisable within 60 days September 30, 2001.
(6) Includes 72,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after September 30, 2001.
(7) Represents shares issuable upon exercise of outstanding options that are
exercisable within 60 days after September 30, 2001.
(8) Represents shares issuable upon exercise of outstanding options that are
exercisable within 60 days after September 30, 2001.
(9) Includes 62,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after September 30, 2001.
5
(10) Includes 30,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after September 30, 2001.
(11) Includes 351,477 shares issuable upon exercise of outstanding options
that are exercisable within 60 days after September 30, 2001.
(12) Includes an aggregate of 636,316 shares issuable upon exercise of
outstanding options that are exercisable within 60 days after September
30, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than 10% of the
Company's Common Stock to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Executive officers,
Directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or advice that no filings were required, during fiscal
year 2001 all executive officers, Directors and greater than 10% beneficial
owners complied with the Section 16(a) filing requirements, except that Doug
Toms failed to report three transactions on Form 4 and subsequently reported
those transactions on a Form 5, and each of our executive officers and
directors filed late Form 5s reporting option grants they received during the
2001 fiscal year.
6
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation paid or accrued during each
of the Company's last three fiscal years to the Named Executive Officers.
Long-Term
Compensation
-------------
Annual Compensation Securities
Name and Principal ------------------- Underlying All Other
Position Year Salary($)(1) Bonus($) Options(2)(#) Compensation($)
------------------ ---- ------------ -------- ------------- ---------------
Robert M. Stemmler...... 2001 $332,423 $101,000 20,520 $68,016(3)
President and Chief 2000 308,233 127,000 452 39,164
Executive Officer 1999 239,255 120,000 476 33,439
Dale L. Rasmussen....... 2001 $133,789 $ 28,000 10,440 $19,804(4)
Senior Vice President 2000 125,000 33,000 452 15,885
and Secretary 1999 103,885 22,000 0 15,763
Syed Hussain............ 2001 $250,962 $194,200 40,000 $12,135(5)
Vice President of
Technology 2000 203,846 49,000 10,000 12,198
and Quantum Division 1999 159,615 27,000 -- 12,261
William B. Olson........ 2001 $142,500 $ 36,000 20,000 $13,263(6)
Vice President 2000 121,638 41,000 20,000 4,046
and Chief Financial
Officer 1999 81,938 11,000 -- 846
Dennis D. Hartman....... 2001 $183,116 $ 23,000 6,166 $21,561(7)
Vice President of
Gaseous Fuel 2000 170,000 45,000 20,153 19,131
Products Division 1999 120,769 37,000 112 1,575
--------
(1) Includes amounts deferred by executive officers pursuant to the Employee
Savings Plan and Deferred Compensation Plan.
(2) Includes options under the Company's Incentive Stock Option Plans.
(3) Includes a group term life insurance premium of $19,892, an automobile
allowance of $12,000, a matching contribution of $5,492 pursuant to the
Employee Savings Plan, a matching contribution of $12,613 pursuant to the
Deferred Compensation Plan, a Company-paid car lease of $17,029, and $990
of tax preparation and planning fees.
(4) Includes a group term life insurance premium of $1,170, a matching
contribution of $2,307 pursuant to the Employee Savings Plan, a matching
contribution of $4,327 pursuant to the Deferred Compensation Plan and an
automobile allowance of $12,000.
(5) Includes a group term life insurance premium of $135 and an automobile
allowance of $12,000.
(6) Includes a group term life insurance premium of $81, a matching
contribution of $6,720 pursuant to the Employee Savings Plan, an
automobile allowance of $6,462.
(7) Includes a group term life insurance premium of $387, a matching
contribution of $5,985 pursuant to the Employee Savings Plan, a matching
contribution of $3,189 pursuant to the Deferred Compensation Plan and an
automobile allowance of $12,000.
7
Option Grants During Fiscal Year 2001
The following table describes the options to acquire shares of our Common
Stock that were granted to the Named Executive Officers in fiscal year 2001:
Individual Grants
----------------------------------------------
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Number of % of Total Price
Securities Options Exercise Appreciation for
Underlying Granted to or Base Option Term(3)
Options Employees in Price Expiration -----------------
Name Granted(1) Fiscal Year(2) ($/Sh) Date 5%($) 10%($)
---- ---------- -------------- -------- ---------- -------- --------
Robert M. Stemmler...... 20,000 5.6% $10.75 12/20/10 $135,208 $342,656
520(4) * 12.00 1/2/11 3,924 9,943
Dale L. Rasmussen....... 10,000 2.8% 10.75 12/20/10 67,603 171,328
440(4) * 12.00 1/2/11 3,321 8,413
Syed Hussain............ 20,000 5.6% 10.75 12/20/10 135,208 342,656
20,000 5.6% 14.31 3/21/11 179,990 456,126
William B. Olson........ 20,000 5.6% 10.75 12/20/10 135,208 342,656
Dennis D. Hartman....... 6,000 1.7% 10.75 12/20/10 40,561 102,797
166(4) * 12.00 1/2/11 1,253 3,173
--------
* Less than 1%
(1) Options are granted at the fair market value of our Common Stock on the
date of grant and vest cumulatively at the rate of 40% after the first two
years following the date of the grant and 20% each year thereafter so that
the employee is 100% vested after five years. However, if employment
terminates due to death or disability, retirement at or after age 62, or
termination without cause, then options vest at the rate of 25% for each
full calendar year of employment. Options may be exercised only while an
optionee is employed by us, or within three months following termination of
employment. If termination results from death or disability, options may be
exercised within one year of the termination date. In no event may options
be exercised more than ten years after date of grant. In the event of a
change of control of the Company, the Board may in its sole discretion give
all or certain optionees the right to exercise all or any portion of their
unvested options.
(2) Based on an aggregate of 356,453 options granted to employees during the
2001 fiscal year.
(3) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent our estimate or projection of our future common stock prices.
(4) Represents options granted to officers participating in the Deferred
Compensation Plan. We matched 50% of each participant's annual deferred
compensation contribution under the Deferred Compensation Plan and
approximately 50% of our matching contribution is in the form of options
under our 2000 Incentive Stock Option Plan.
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values
The following table sets forth information concerning exercises of stock
options during fiscal year 2001 and the value of unexercised options held by
the Company's Named Executive Officers.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Shares Value Year-End (#) Fiscal Year-End(2)
Acquired on Realized ------------------------- -------------------------
Name Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
Robert M. Stemmler...... 3,572 $76,577 299,777 112,973 $4,689,652 $1,775,585
Dale L. Rasmussen....... -- -- 47,100 35,792 774,570 547,325
Syed Hussain............ -- -- 44,600 93,400 728,054 1,299,480
William B. Olson........ -- -- 16,000 44,000 250,840 610,560
Dennis D. Hartman....... -- -- 20,456 39,975 292,947 548,418
--------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on the date each option was
exercised and the exercise price of the options.
(2) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on April 30, 2001 and the exercise
price of the options.
8
Employment Agreements
The Company entered into an Employment Agreement with Mr. Stemmler for a
term of three consecutive 12-month periods commencing on April 1, 1999. It
requires payment of an annual base salary of $300,000 during the first 12
months, $330,000 during the second 12 months and $360,000 during the third 12
months, and payment of incentive compensation under the Company's Bonus
Incentive Plan unless the Board of Directors approves another cash bonus plan
which supersedes the Bonus Incentive Plan. It also provides for certain
benefits, including term life insurance of $750,000, disability insurance and a
car allowance. The Employment Agreement is subject to termination events, which
include Mr. Stemmler's resignation and the Company's right to terminate him. If
terminated without cause, Mr. Stemmler is entitled to cash payments and
benefits that he would have otherwise been entitled to during the 18 months
following termination, and if termination is without cause following a change
in ownership of the Company, Mr. Stemmler is entitled to such cash payments and
benefits for 24 months following termination.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the Board of
Directors. In fiscal year 2001, as in prior years, the nonmanagement members of
the Board of Directors determined the compensation to be paid to the Company's
executive officers.
Fiscal Year 2001 Compensation
Compensation Philosophy
Compensation of the executive officers is designed to link compensation
directly to the Company's growth and financial performance. Compensation
consists of base compensation, a Bonus Incentive Plan and options under the
Incentive Stock Option Plans. The objective of these three elements, taken
together, is to provide reasonable base compensation and to retain, recognize
and reward superior performance. The compensation philosophy also ensures that
the Company provides a comprehensive compensation package that is competitive
in the marketplace.
Bonus Incentive Plan
Officers (and other employees) participate in a Bonus Incentive Plan. Each
officer is eligible to receive a discretionary bonus based upon individually
established performance goals. Officers (and other employees) are also eligible
to receive stock option grants, which are intended to promote success by
aligning employee financial interests with long-term shareholder value. Stock
option grants are based on various subjective factors primarily relating to the
responsibilities of the individual officers, and also to their expected future
contributions and prior option grants.
Deferred Compensation Plan
The Board of Directors has adopted a Deferred Compensation Plan to provide a
select group of highly compensated management employees and Directors with the
opportunity to participate in a deferred compensation program. Under the Plan,
participants may defer up to 100% of their base compensation and bonuses. The
Company is required to make certain matching contributions, a portion of which
is options to purchase the Company's Common Stock granted under the Incentive
Stock Option Plans and another portion is shares of the Company's Common Stock,
subject to vesting provisions. The options are granted on the first day of each
calendar year and the exercise price is the closing price on the Nasdaq
National Market on the first trading day of the calendar year. The Plan is not
qualified under Section 401 of the Internal Revenue Code. The Company will pay
participants upon retirement or termination of employment an amount equal to
the amount of the deferred compensation plus investment returns and vested
shares of the Company's Common Stock.
9
CEO Compensation
Robert M. Stemmler has served as Chief Executive Officer pursuant to a
three year Employment Agreement which commenced April 1, 1999. Pursuant to
that Employment Agreement, he was paid a base salary at an annual rate of
$330,000 in fiscal year 2001. In addition to the base salary, Mr. Stemmler was
eligible for an annual cash bonus under the Bonus Incentive Plan. Mr.
Stemmler's bonus for fiscal year 2001 was $101,000.
Other Executive Officers
In reviewing and approving base salaries for the executive officers, the
Compensation Committee relies on independent industry surveys to assess the
Company's salary competitiveness and salary range for each position. Base
salary is based upon individual performance, experience, competitive pay
practices and level of responsibilities. Base salaries in fiscal year 2001
reflected the Committee's determination of compensation levels required to
remain competitive, given each executive officer's performance, the Company's
performance and the competitive environment for executive talent.
The foregoing report was made by the members of the Compensation Committee
as of March 18, 2001.
Don J. Simplot, Chair
J. David Power III
10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Options Granted by Certain Stockholders
On June 5, 1998, Questor Partners Fund, L.P. and its affiliate, Questor
Side-by-Side Partners, L.P. (together, "Questor"), purchased shares of the
Company's Common Stock and 1993 Series 1 Preferred Stock from the estate and
family of a deceased stockholder and on the same day granted options (the
"Questor Options") to certain officers of the Company to purchase shares of the
Company's Common Stock as follows:
Robert M. Stemmler................................................. 113,858
Syed Hussain....................................................... 113,858
Dale L. Rasmussen.................................................. 56,928
Each of the Questor Options had an exercise price of $13.75 per share. The
options vested at the rate of 25% annually commencing June 30, 1999. The
options would become exercisable upon the earlier of (i) June 5, 2003 or (ii)
the sale by Questor of 50% or more of the shares of Common Stock owned by it as
of June 5, 1998 (including 614,250 shares of Common Stock into which the
Company's 1993 Series 1 Preferred Stock owned by Questor was then convertible).
In February 2001, Questor notified the officers that Questor had sold 50% or
more of the shares of Common Stock it owned as of June 5, 1998, and in March
2001 each of the officers exercised the Questor Options as described below.
Loans
On March 15, 2001, each of Mr. Stemmler (the Company's President and Chief
Executive Officer), Mr. Rasmussen (the Company's Senior Vice President and
Secretary) and Mr. Hussain (the Company's Vice President of Technology and
Quantum division) exercised his respective Questor Options to purchase
IMPCO Common Stock at $13.75 per share in the following amounts: Mr. Stemmler,
113,858 shares; Mr. Rasmussen, 56,928 shares; and Mr. Hussain, 113,858 shares.
To finance the exercise of the Questor Options, the Company extended loans to
the officers for the full purchase price of an aggregate of $3,913,854
($1,565,547 each to Messrs. Stemmler and Hussain and $782,760 to Mr.
Rasmussen). The loans were secured by (i) a pledge to the Company of a security
interest in and lien upon shares of common stock of the Company (the "Pledged
Shares") and certain vested Company nonqualified stock options issued to each
such person pursuant to various Company stock option plans (the "NQ Options")
and (ii) an agreement not to exercise any vested Company incentive stock
options issued to the Reporting Person pursuant to various Company stock option
plans ("ISOPs") or to grant any third party any interest in such ISOPs.
Additionally, Mr. Rasmussen pledged the equity value of his personal residence
as collateral to secure his loan and Messrs. Stemmler and Rasmussen provided
collateral to secure Mr. Hussain's loan. Each loan bore interest at 9% per
annum with a one year maturity. Each of these loans was repaid in full in July
2001.
The Company loaned Mr. Hussain $58,000 in June 1999 and an additional
$90,000 in December 2000. The loans bore interest at a rate of 5% per annum.
The purpose of this loan was for general personal reasons. Mr. Hussain's loans,
plus accrued interest, was paid in full in July 2001.
In December 2000, the Company loaned Mr. Rasmussen $100,000 for general
personal reasons. The loan initially bore interest at a rate of 5% per annum
(through June 30, 2001) and currently bears interest at a rate of 9% per annum.
The loan to Mr. Rasmussen matures December 31, 2001. At July 31, 2001, the
outstanding amount of the loan was $103,487.
11
COMPARATIVE STOCK PRICE PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return of the CRSP Total Return Index for The Nasdaq Stock Market Index and the
Nasdaq Trucking and Transportation Stock Index over the same period (assuming
the investment of $100 and reinvestment of all dividends).
[GRAPH LOGO]
Value at April 30
Nasdaq
Value at Trucking
April 30 IMPCO Nasdaq Transportation
-------- ----- ------ --------------
1996 100.0 100.0 100.0
1997 92.5 105.8 98.0
1998 149.3 158.2 144.4
1999 101.5 217.0 149.1
2000 241.8 328.8 120.0
2001 285.4 179.7 107.6
The foregoing report of the Compensation Committee of the Board of Directors
on executive compensation and the performance graph that appears immediately
above shall not be deemed to be soliciting material or to be filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934, or incorporated
by reference in any document so filed.
12
AUDITORS
The Company has selected Ernst & Young LLP ("E&Y") to continue as its
independent public accountants for the fiscal year ending April 30, 2002.
Representatives of E&Y are expected to attend the Annual Meeting and will have
an opportunity to make a statement or to respond to appropriate questions from
stockholders.
Audit Fees
The aggregate fees billed by E&Y for professional services rendered for the
audit of the Company's annual financial statements for the fiscal year ended
April 30, 2001, and for the review of the financial statements included in the
Company's Quarterly Reports on Form 10-Q for that fiscal year were $196,800.
Tax Fees
The aggregate fees billed by E&Y for professional services rendered for tax
preparation services for the fiscal year ended April 30, 2001 were $38,400.
All Other Fees
The aggregate fees billed by E&Y for services rendered to the Company, other
than the services described above under "Audit Fees" and "Tax Fees," for the
fiscal year ended April 30, 2001, were $60,700, consisting of audit related
fees in the amount of $52,700 for accounting consultation and services related
to registration of the Company's securities and $8,000 of audit related
services in connection with the IMPCO Investment and Tax Saving Plan, which is
qualified under Internal Revenue Service Code Section 401(k). In the course of
its meetings, the Audit Committee has considered whether E&Y's provision of
professional services other than its audit of the Company's annual financial
statements and reviews of quarterly financial statements is compatible with
maintaining E&Y's independence.
13
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board. Management has the primary responsibility for the
financial statements and the reporting process. The Company's independent
auditors are responsible for expressing an opinion on the conformity of the
Company's audited financial statements to generally accepted accounting
principles.
In this context, the Audit Committee reviewed and discussed with management
and the independent auditors the audited financial statements for the year
ended April 30, 2001 (the "Audited Financial Statements"). The Audit Committee
has discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). In addition, the Audit Committee has received from the independent
auditors the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and discussed
with them their independence from the Company and its management.
Following the reviews and discussions referred to above, the Audit Committee
recommended to the Board that the Audited Financial Statements be included in
the Company's Annual Report on Form 10-K for the year ended April 30, 2001, for
filing with the Securities and Exchange Commission.
The Audit Committee members do not serve as professional accountants or
auditors and their functions are not intended to duplicate or to certify the
activities of management and the independent auditors. The Committee serves a
board-level oversight role where it receives information from, consults with,
and provides its views and directions to, management and the independent
auditors on the basis of the information it receives and the experience of its
members in business, financial and accounting matters.
The Audit Committee
Norm Bryan, Chairman
Paul Mlotok
14
PROPOSAL II
RATIFICATION OF APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has audited the Company's financial statements for the
fiscal years ended April 30, 1988 through 2001.
The Board of Directors has approved Ernst & Young LLP as independent public
accountants for the Company for the fiscal year ending April 30, 2002. Although
not required to be voted upon by the stockholders, the Board of Directors deems
it appropriate for the approval to be submitted for ratification by the
stockholders. The persons named in the accompanying proxy will vote the Common
Stock represented by the proxy for ratification of the approval of Ernst &
Young LLP, unless a contrary choice has been specified in the proxy. If the
stockholders do not ratify the approval of Ernst & Young LLP by a majority
vote, the approval of independent public accountants will be considered by the
Board of Directors, although the Board of Directors would not be required to
approve different independent public accountants for the Company. The Board of
Directors retains the power to approve another firm as independent public
accountants for the Company to replace a firm whose approval was ratified by
the stockholders in the event the Board of Directors determines that the best
interest of the Company warrants a change of its independent public
accountants. A representative of Ernst & Young LLP is expected to be present at
the Annual Meeting and will have the opportunity to make a statement if he or
she desires to do so. Such representative is expected to be available to
respond to appropriate questions.
The Board of Directors has approved the appointment of Ernst & Young LLP as
independent public accountants for the Company for Fiscal Year 2002 and
recommends a vote "FOR" ratification of such appointment.
PROPOSALS OF STOCKHOLDERS
Stockholders may submit proposals on matters appropriate for stockholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Exchange Act. Proposals of stockholders intended to be
presented at the Company's next annual meeting of stockholders must be received
by the Secretary at the address shown at the top of page one of this Proxy
Statement, no later than June 10, 2002, for inclusion in the Company's proxy
statement and form of proxy for that meeting. In order for a stockholder
proposal not intended to be subject to Rule 14a-8 (and thus not subject to
inclusion in the Company's Proxy Statement) to be considered "timely" within
the meaning of Rule 14a-4 under the Exchange Act and pursuant to the Company's
Bylaws, stockholders must submit such proposals in writing to the Secretary at
the address shown at the top of page one not later than 70 nor more than 90
days prior to the first anniversary of the preceding year's annual meeting;
provided however, that in the event that the date of the annual meeting is
advanced by more than 20 days, or delayed by more than 70 days, from such
anniversary date, notice by the stockholder must be received not later than the
close of business on the tenth day following the day on which notice of the
annual meeting date was mailed or publicly disclosed. A stockholder's notice to
the Secretary must set forth for each matter proposed to be brought before the
annual meeting (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected; (b) as to any other business
that the stockholder proposed to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposed is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
15
OTHER INFORMATION
The 2001 Annual Report of the Company for the fiscal year ended April 30,
2001 is enclosed with this Proxy Statement. Copies of the Company's Annual
Report on Form 10-K for the year ended April 30, 2001 as filed with the
Securities and Exchange Commission will be provided to stockholders without
charge upon written request to Dale L. Rasmussen, Secretary, IMPCO
Technologies, Inc., 708 Industry Drive, Seattle, Washington 98188; telephone
number (206) 575-1594.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business which will be presented for action at the Annual Meeting. If any other
business requiring a vote of the stockholders should come before the Annual
Meeting, the persons named in the enclosed form of proxy will vote or refrain
from voting in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Dale L. Rasmussen
Dale L. Rasmussen
Secretary
Cerritos, California
October 8, 2001
16
APPENDIX A
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.
Statement of Policy
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders,
and investment community relating to corporate accounting, reporting practices
of the corporation, and the quality and integrity of the financial reports of
the corporation. In so doing, it is the responsibility of the audit committee
to maintain free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.
Responsibilities
In carrying out these responsibilities, the audit committee will:
. Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
. Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations of
the independent auditors.
. Review with the independent auditors, and financial and accounting
personnel, the adequacy and effectiveness of the accounting and financial
controls of the corporation, and elicit any recommendations for the
improvement of such internal control procedures or particular areas where
new or more detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal controls to
expose any payments, transactions, or procedures that might be deemed
illegal or otherwise improper. Further, the committee periodically should
review company policy statements to determine their adherence to the code
of conduct.
. Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
Any changes in accounting principles should be reviewed.
. Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the corporation's financial, accounting, and
auditing personnel, and the cooperation that the independent auditors
received during the course of the audit.
. Review accounting and financial human resources and succession planning
within the company.
. Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with the board of
directors.
. Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
A-1
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PROXY
IMPCO TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dale L. Rasmussen and Robert M.
Stemmler, and each of them as proxies, with power of substitution,
to vote for and on behalf of the undersigned all of the shares of
Common Stock of IMPCO Technologies, Inc. that the undersigned would
be entitled to vote if personally present at the Annual Meeting of
Stockholders to be held on November 8, 2001 and at any adjournment
thereof, as follows:
---------------
See Reverse
Side
---------------
================================================================================
v FOLD AND DETACH HERE v
Please mark
your votes
as indicated [X]
FOR ALL Nominees listed WITHHELD AUTHORITY
(except as indicated to) to vote for all Nominees
the contrary) as indicated
1. ELECTION OF DIRECTORS [ ] [ ]
FOR AGAINST ABSTAIN
2. For ratification of the appointment of Ernst & [ ] [ ] [ ]
Young LLP as the company's independent
auditors.
INSTRUCTION: To withhold authority to vote for any Nominee print that
Nominee's name in the following space:
____________________________________________________________
Paul Mlotok Robert M. Stemmler
3. In their direction, the holders of this proxy
are authorized to vote upon such other business
as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THIS
PROXY CARD, MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR THE MATTERS
DESIGNATED ON THIS PROXY CARD; IF NO SPECIFICATION IS MADE, A VOTE FOR ALL OF
SUCH NOMINEES AND FOR ALL SUCH MATTERS WILL BE ENTERED.
I plan to attend the meeting. [ ]
The undersigned hereby revokes any
proxy or proxies heretofore given for
such shares and ratifies all that such
proxies or their substitutes may
lawfully do by virtue hereof.
Signatures(s)_______________________________________________ Date________, 2001
Please sign exactly as name appears on the proxy. If stock is held jointly, both
persons should sign. Persons signing in a representative capacity should give
their title.
================================================================================
v FOLD AND DETACH HERE v