0001021408-01-507380.txt : 20011009 0001021408-01-507380.hdr.sgml : 20011009 ACCESSION NUMBER: 0001021408-01-507380 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010927 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15143 FILM NUMBER: 1746354 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 11-K 1 d11k.txt FORM 11-K FOR IMPCO TECHNOLOGIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended March 31, 2001 or [_] Transitional report pursuant to Section 15 (d) of the Securities Exchange Act of 1934 (Fee required) For the transition period from _______________ to _______________. Commission File No. 0-16116 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: IMPCO Investment and Tax Savings Plan c/o Impco Technologies, Inc. (formerly AirSensors, Inc.) 16804 Gridley Place Cerritos, CA 90703 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Impco Technologies, Inc. (formerly AirSensors, Inc.) 16804 Gridley Place Cerritos, CA 90703 Page 1 Financial Statements Filed as Part of This Report:
Page Report of Independent Auditors ......................................... 4 Statements of Net Assets Available for Benefits ........................ 5 Statements of Changes in Net Assets Available for Benefits ............. 6 Notes to Financial Statements .......................................... 7 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ......... 12
SIGNATURES The Plan. Pursuant to the requirement of the Securities Exchange Act of 1934, the Administrative Committee of the IMPCO Investment and Tax Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. September 26, 2001 IMPCO INVESTMENT AND TAX SAVINGS PLAN By /s/ Kelly Nila ------------------------------ Plan Administrator Page 2 Index to Exhibits ----------------- Exhibit No. Page 23.1 Consent of Ernst & Young LLP, Independent Auditors 21 Page 3 Report of Independent Auditors IMPCO Technologies, Inc. as Plan Administrator of The IMPCO Investment and Tax Savings Plan We have audited the accompanying statements of net assets available for benefits of IMPCO Investment and Tax Savings Plan as of March 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at March 31, 2001 and 2000, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of March 31, 2001 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Long Beach, California September 25, 2001 Page 4 IMPCO Investment and Tax Savings Plan Statements of Net Assets Available for Benefits March 31 2001 2000 ------------------------ Assets Investments, at fair value: Interest bearing cash $1,091,581 $1,091,917 Mutual funds 5,136,305 6,311,756 IMPCO Technologies, Inc. common stock 467,170 386,323 Loans receivable 474,880 305,881 ------------------------ Net assets available for benefits $7,169,936 $8,095,877 ======================== See accompanying notes to financial statements. Page 5 IMPCO Investment and Tax Savings Plan Statements of Changes in Net Assets Available for Benefits
Year ended March 31, 2001 2000 ------------------------- Additions to net assets attributed to: Net realized/unrealized appreciation in fair value of investments $ - $1,574,041 Investment income 470,371 354,445 Contributions: Participants 1,478,132 1,166,690 Rollovers 190,386 95,406 Employer 581,052 452,454 ------------------------- Total additions 2,719,941 3,643,036 Deductions from net assets attributed to: Net realized/unrealized depreciation in fair value of investments 3,110,496 - Benefits paid to participants 535,386 453,260 ------------------------- Total deductions 3,645,882 453,260 ------------------------- Net (decrease) increase (925,941) 3,189,776 Net assets available for benefits at beginning of year 8,095,877 4,906,101 ------------------------- Net assets available for benefits at end of year $ 7,169,936 $8,095,877 =========================
See accompanying notes to financial statements. Page 6 IMPCO Investment and Tax Savings Plan Notes to Financial Statements 1. Description of the Plan General The IMPCO Investment and Tax Savings Plan (the Plan) is a defined contribution plan which is qualified under Internal Revenue Service Code Section 401(k). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan was adopted July 1, 1984, and amended in 1988 and 1993. Effective May 3, 1999, the Plan was amended and restated, and the trustee, Prudential Bank and Trust Company, was changed to Putnam Fiduciary Trust Company (the Trustee). All Plan assets held by the former trustee were then transferred to the new Trustee. All employees of the Company employed on or before July 1, 1984, are eligible to participate in the Plan. All other employees who are at least age 21 or older are eligible to participate in the Plan on the first day of any calendar month following one year of service with the Company. Effective January 1, 1999, there is no longer a service requirement. The Board of Directors of the Company has appointed certain of its officers and employees to act as an Administrative Committee. The Administrative Committee is responsible for management and control of the operation and the administration of the Plan. Prudential Mutual Fund Services, Inc. had been engaged to perform certain administrative services (i.e., day-to-day recordkeeping of the Plan) and provide assistance to the Administrative Committee. Effective May 3, 1999, responsibility for these administrative services was transferred to Putnam Investments. The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Contributions Employees of the Company who elect to participate in the Plan may contribute into the Plan not less than 1% nor more than 15% of compensation, as defined in the Plan, each payroll period, up to a maximum of $10,500 for calendar year 2001 and 2000. Effective May 3, 1999, the Company amended the Plan to match 100% of the first 3% of compensation contributed by employees. "Rollover" contributions from other qualified plans are accepted by the Plan. The Company does not match contributions of this type. Page 7 IMPCO Investment and Tax Savings Plan Notes to Financial Statements 1. Description of the Plan (continued) Participant Accounts Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. Participant contributions and Company contributions are allocated into the separate funds based on election by the participants while Plan earnings are allocated based on the specific earnings of the separate fund. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Participants may change the current allocation among their accounts at any time through notification to Putnam Investments. Upon reallocation, Putnam then notifies the Company of any designated changes made to a participant's account. Participants may also change the allocation of future participant and Company contributions. Vesting Participants have a 100% nonforfeitable right to their "salary deferral account" and "rollover account" (i.e., participant contributions plus actual earnings thereon) upon withdrawal from the Plan. The Plan uses a graduated vesting schedule for Company contributions and related earnings as follows: Vested Years of Service Percentage ---------------- ---------- Less than 2 years 0% 2 years but less than 3 years 25% 3 years but less than 4 years 50% 4 years but less than 5 years 75% 5 years or more 100% The participant also becomes 100% vested when he or she reaches retirement age, becomes disabled while employed by the Company, or upon death while employed by the Company. Investment Options Individual participants designate the way in which their contributions and employer contributions are invested and may change their investment designation at any time within several investment options offered by the Plan, including IMPCO Technologies, Inc. common stock. Page 8 IMPCO Investment and Tax Savings Plan Notes to Financial Statements 1. Description of the Plan (continued) Participant Loans Participants may borrow up to 50% of their vested interest from their fund accounts subject to Plan restrictions. Participants may borrow a minimum of $1,000, up to a maximum of $50,000. The loans are secured by the participants' accounts and bear interest at a rate of 8.50% to 8.95%. The term of participant loans may not exceed five years except under certain conditions as defined in the Plan. Principal and interest are paid ratably through monthly payroll deductions. Payment of Benefits Upon termination of service, participants are entitled to receive a distribution of the vested portion of their accounts. Upon retirement, participants shall receive a distribution of the entire vested value of their accounts. 2. Summary of Accounting Policies Valuation of Investments and Income Recognition Mutual fund investments are stated at fair value as determined by publicly quoted market price. The participant loans are recorded at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Administrative and Contract Expenses Administrative and contract expenses are paid by the Company. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Page 9 IMPCO Investment and Tax Savings Plan Notes to Financial Statements 3. Investments The fair market value of individual investments that represent 5% or more of the Plan's net assets as of March 31, 2001 and 2000 is as follows: March 31 2001 2000 --------------------------- Putnam Investors Fund $1,242,092 $1,632,404 Putnam OTC & Emerging Growth Fund * 606,485 Putnam Voyager Fund II 746,022 1,380,905 Putnam Asset Allocation Fund 1,185,481 1,156,345 Putnam International Growth Fund 562,031 680,857 Putnam Money Market Fund 1,091,581 1,091,917 Putnam Equity Income Fund 795,411 604,495 Impco Technologies, Inc. common stock 467,170 * *Investment balance is less than 5% of the Plan's net assets. During the years ended March 31, 2001 and 2000, the Plan's investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows: Year ended March 31 2001 2000 ---------------------------- Mutual funds $(2,874,973) $1,376,551 IMPCO Technologies, Inc. common stock (235,523) 197,490 ---------------------------- $(3,110,496) $1,574,041 ============================ 4. Income Tax Status The Plan has received an opinion letter from the Internal Revenue Service dated March 11, 1994, stating that the written form of the underlying prototype plan document is qualified under Section 401(a) of the Internal Revenue Code (the Code), and that any employer adopting this form of the prototype plan will be considered to have a plan qualified under Section 401(a) of the Code. Therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. Page 10 IMPCO Investment and Tax Savings Plan Notes to Financial Statements 5. Plan Termination It is the intent of the Company to continue the Plan; however, the Company reserves the right to modify, suspend or terminate the Plan at any time subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of plan termination, the participants become 100% vested, and the amounts in each participant's account will be distributed as soon as administratively feasible, following the date on which a distribution is requested or is otherwise payable. 6. Party-in-Interest Transactions The records of the Plan indicate no party-in-interest transactions which are prohibited by the Employee Retirement Income Security Act of 1974 and for which no statutory or administrative exemption exists. Page 11 EIN: 91-1039211 Plan #001 IMPCO Investment and Tax Savings Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) March 31, 2001
Identity of Issue, Borrower, Lessor or Description of Investment, Including Maturity Date, Current Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Value ------------------------------------------------------------------------------------------------------------------------------------ Putnam Fiduciary Trust Company Putnam New Century Growth Fund (6,623 shares) $ 142,587 $ 82,849 Putnam Investors Fund (101,478 shares) 1,683,124 1,242,092 Putnam American Government Income Fund (31,548 shares) 267,517 275,410 Putnam OTC & Emerging Growth Fund (31,227 shares) 695,008 247,009 Putnam Voyager Fund II (42,315 shares) 1,220,311 746,022 Putnam Asset Allocation Fund - Balanced (87,992 shares) 1,077,399 875,520 Putnam Asset Allocation Fund - Conservative (34,024 shares) 348,092 309,961 Putnam International Growth Fund (26,561 shares) 688,840 562,031 Putnam Money Market Fund (1,091,518 shares) 1,091,581 1,091,581 Putnam Equity Income Fund (53,708 shares) 840,721 795,411 Impco Technologies, Inc.* Common Stock (26,319 shares) 484,005 467,170 Participant loans* Loans to participants, collateralized by vested account balances, interest at 8.50% - 8.95% per annum - 474,880 ------------------------------ $ 8,539,185 $ 7,169,936 ==============================
*Indicates party-in-interest to the Plan. Page 12 EX-23.1 3 dex231.txt CONSENT OF ERNST & YOUNG Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-62889) pertaining to the IMPCO Investment and Tax Savings Plan of IMPCO Technologies, Inc. of our report dated September 25, 2001, with respect to the financial statements and schedule of the IMPCO Investment and Tax Savings Plan included in this Annual Report (Form 11-K) for the year ended March 31, 2001. /s/ Ernst & Young LLP Long Beach, California September 26, 2001