-----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, AfFRSkriHnyqHW0wsxE/+a6428FRdQkrr/rxPAlXnDETa7ZcozI1Z3vCI5PNSJAb cyG1+tr5pmBGuYB1hUTI4g== 0001047469-98-033012.txt : 19980831 0001047469-98-033012.hdr.sgml : 19980831 ACCESSION NUMBER: 0001047469-98-033012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980828 SROS: NASD 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-16115 FILM NUMBER: 98699584 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 10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 / x / Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended April 30, 1998, or / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 0-16115 IMPCO Technologies, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 91-1039211 ------------------------ ----------------------- (State of Incorporation) (IRS Employer ID. No.) 16804 Gridley Place, Cerritos, California 90703 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (562) 860-6666 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / Approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 1998 was $115,238,516 Number of shares outstanding of each of the registrant's classes of common stock, as of June 30, 1998: 7,091,601 shares of Common Stock Documents incorporated by reference: See Item 14 Part III (Items 10, 11, 12 and 13) is hereby added to registrant's Form 10-K filed on July 29, 1998 2 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth information concerning the executive officers and directors of the Company as of April 30, 1998:
Name Age Position With Company - ---- --- --------------------- Robert M. Stemmler (1). . . . . . 62 President, Chief Executive Officer and Director Thomas M. Costales. . . . . . . . 51 Treasurer and Chief Financial Officer Dale L. Rasmussen . . . . . . . . 48 Senior Vice President and Secretary Syed Hussain. . . . . . . . . . . 45 Vice President of Technology and Automotive OEM Operations Hans J. Roehricht . . . . . . . . 57 Vice President of Gaseous Fuel Products until July 16, 1997 Norman L. Bryan (2) . . . . . . . 57 Director V. Robert Colton (1). . . . . . . 68 Director Paul Mlotok (1) . . . . . . . . . 53 Director Christopher G. Mumford (2). . . . 52 Director Edward L. Scarff (3). . . . . . . 67 Director Don J. Simplot (2). . . . . . . . 63 Director Rawland F. Taplett (3). . . . . . 77 Director Douglas W. Toms (3) . . . . . . . 68 Director
- ------------------- (1) Term as Board of Director member expires 1998. (2) Term as Board of Director member expires 1999. (3) Term as Board of Director member expires 2000. The Board of Directors is divided into three classes, each consisting of three Directors, with the three classes serving staggered three-year terms. The executive officers are elected annually by the Board of Directors and serve at the pleasure of the Board of Directors. ROBERT M. STEMMLER has been a Director since May 1993, and became the President and Chief Executive Officer of the Company on July 1, 1993 and has acted as interim Chair of the Board of Directors since June 1998. He was a full-time consultant to the Company from December 1992 until becoming President and CEO. From 1988 until December 1992, Mr. Stemmler was the Chief Operating Officer of Sargent Fletcher Company, a manufacturer of fuel tanks, aerial refueling systems and specialty mission equipment for military aircraft. He was the General Manager of IMPCO Technologies, Inc. from 1982 to 1985. THOMAS M. COSTALES has been the Treasurer and Chief Financial Officer of the Company since March 1995. From September 1993 until joining the Company, he was Vice President and Controller of the Omnifax division of Danka Industries, Inc. He held a similar position with 3 Omnifax's predecessor, Telautograph Corporation, from 1987 until it was acquired by Danka Industries. DALE L. RASMUSSEN has been Senior Vice President and Secretary since June 1989. He jointed the Company in 1984 as Vice President of Finance and Administration. SYED HUSSAIN has been Vice President of Technology and Automotive OEM Operations since 1996. Mr. Hussain joined the Company in 1993 and held various positions with the Company before becoming a Vice President. HANS J. ROEHRICHT was Vice President of Gaseous Fuel Products from November 1996 until July 16, 1997, and is now Director of Strategic Planning. He jointed the Company in 1990 and held various positions with the Company prior to November 1996. NORMAN L. BRYAN has been a Director since November 1993 and is Chair of the Audit Committee. He has been a consultant since 1995. 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. V. ROBERT COLTON has been a Director of the company since March 1989. Mr. Colton is a retired dentist and has engaged in real estate investments and development activities for a number of years. PAUL MLOTOK has been a Director of the Company since April 1997 and is Chair of the Strategic Planning Committee. He has been a Principal of Global Business Network, a consulting firm specializing in strategy development particularly in the energy and natural resources industries, since June 1995. From 1989 to 1995, he was a Principal and analyst at Morgan Stanley & Co. CHRISTOPHER G. MUMFORD has been a Director since June 1998. He is a private investor and was a Managing Director of Questor Partners Fund, L.P., a private investment partnership, from 1995 through 1997. He has served as a Director of Crown Pacific Partners, L.P. and predecessor entities since 1992, and has served as an officer or director of other private companies, including Executive Vice President, Treasurer, Chief Financial Officer and Director of Arcata Corporation 1982-1994, Director of Ryder TRS, Inc. 1996-1997 and Director of Ockham Personal Insurance Holdings PLC (London, England) 1996-1997. EDWARD L. SCARFF has been a Director since June 1998. He is a private investor and has been a Principal of the General Partner of Questor Partners Fund, L.P., a private investment partnership, since 1995. He has been a director of The Clorox Company since 1986. He has also been an officer or director of numerous private companies, including Director of Channel Master Holdings since 1997, Director of Ryder TRS, Inc. 1996-1998, Director of Ockham Personal Insurance Holdings PLC (London, England) 1996-1997 and Chairman of Arcata Corporation 1982-1994. DON J. SIMPLOT has been 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 Vice President 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. 4 RAWLAND F. TAPLETT has been a Director of the Company since May 1978 and is Chair of the Executive Committee. He served as Chair of the Board of Directors from 1979 to 1992. He is the founder and owner of R.F. Taplett Fruit and Storage Company, a grower, packer and marketer of fruit, primarily apples. DOUGLAS W. TOMS has been a Director of the Company since October 1980. He served as President and Chief Executive Officer of the Company from October 1980 to April 1989. Since April 1989, Mr. Toms has been a consultant to American Honda Motor Company, Inc. 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. 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 1998 all officers, directors and greater than 10% beneficial owners complied with the Section 16(a) filing requirements, except one Form 4 was filed late by each of Peter B. Bensinger (one transaction), Thomas M. Costales (two transactions), Syed Hussain (two transactions), Robert M. Stemmler (two transactions), and Edwin J. Schneebeck (seven transactions), and two Form 4's were filed late by Dale L. Rasmussen (one transaction and two transactions). ITEM 11 - EXECUTIVE COMPENSATION The following table sets forth certain information regarding compensation paid during each of the Company's last three fiscal years to the Company's chief executive officer and the Company's four other most highly compensated executive officers. SUMMARY COMPENSATION TABLE
Long Term Compensation Annual Compensation Awards ------------------------- ------------- Securities Underlying Name and Fiscal Salary Bonus Options All Other Principal Position Year ($) (1) ($) (in shares) Compensation - -------------------------- ------ -------- --------- ------------- -------------- Robert M. Stemmler 1998 $229,673 $ 96,000 200,139 (2) $ 25,631 (3) President and Chief 1997 197,917 62,600 58,535 (2) 31,181 Executive Officer 1996 198,000 61,500 20,000 (2) 25,878 Dale L. Rasmussen 1998 $ 92,633 $ 26,000 60,000 (2) $ 15,869 (4) Senior Vice President 1997 92,000 12,000 12,000 (2) 16,170 and Secretary 1996 93,416 13,000 -0- 14,865 Syed Hussain 1998 $134,321 $ 30,500 100,000 (2) $ 13,052 (5) Vice President of 1997 108,333 27,900 17,000 (2) 10,900 Technology and 1996 94,385 23,000 3,000 (2) 9,400 Automotive OEM 5 Operations Thomas M. Costales 1998 $118,458 $ 36,000 40,237 (2) $ 19,238 (6) Treasurer and Chief 1997 104,188 30,600 7,048 (2) 17,355 Financial Officer 1996 101,755 17,300 -0- 15,249 Hans Roehricht 1998 $128,167 (7) $ 30,500 100,276 (2) $ 19,812 (8) Vice President of 1997 109,167 24,300 11,035 (2) 15,793 Gaseous Fuel Products 1996 101,538 17,000 2,500 (2) 13,990
- ---------------------- (1) Includes amounts deferred by executive officers pursuant to the IMPCO Employee Savings Plan and Deferred Compensation Plan. (2) Options under Incentive Stock Option Plans. (3) Group term life insurance premium of $9,828, Christmas bonus of $1,000, automobile allowance of $11,791 and Company's contribution of $3,012 pursuant to the IMPCO Employee Savings Plan. (4) Group term life insurance premium of $1,414, Company's contribution of $2,126 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and automobile allowance of $11,329. (5) Group term life insurance premium of $261, Christmas bonus of $1,000 and automobile allowance of $11,791. (6) Group term life insurance premium of $4,032, Company's contribution of $2,415 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and automobile allowance of $11,791. (7) Mr. Roehricht was an executive officer of the Company until July 16, 1997. (8) Group life insurance premium of $4,050, Company's contribution of $2,971 to the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and automobile allowance of $11,791. OPTIONS GRANTED IN FISCAL YEAR 1998 The following table provides information with respect to options granted during the last fiscal year.
Individual Grants ----------------------------------------------------- Number of % of Total Shares Options Underlying Granted to Exercise Options Employees in Price Per Expiration Name Granted (1) Fiscal Year Share Date - ---- ----------- ------------ --------- ----------- Robert M. Stemmler 200,000 25% $ 7.63 05/22/07 Robert M. Stemmler 139 0% 11.00 01/02/08 Dale L. Rasmussen 40,000 5% 7.63 05/22/07 6 Dale L. Rasmussen 20,000 3% 8.00 06/30/07 Syed Hussain 100,000 13% 7.63 05/22/07 Thomas M. Costales 40,000 5% 7.63 05/22/07 Thomas M. Costales 237 0% 11.00 01/02/08 Hans J. Roehricht 100,000 13% 7.63 05/22/07 Hans J. Roehricht 276 0% 11.00 01/02/08
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION FOR OPTION TERM (2)
Name 5% 10% - ---- -------- ---------- Robert M. Stemmler $960,655 $2,434,488 Dale L. Rasmussen 292,562 741,409 Syed Hussain 479,847 1,216,025 Thomas M. Costales 193,578 490,565 Hans J. Roehricht 481,756 1,220,864
- -------------------------- (1) Material terms of options granted under the Incentive Stock Option Plans are as follows: Options are granted at the fair market value of the Common Stock on the date of grant and vest cumulatively at the rate of 40% after the first two years following the date of the grant and 20% each year thereafter so that the employee is 100% vested after five years. However, if employment terminates due to death or disability, retirement at or after age 62, or termination without cause, then options vest at the rate of 25% for each full calendar year of employment. Options may be exercised only while an optionee is employed by the Company, or within three months following termination of employment. However, if termination results from death or disability, options may be exercised within one year of the termination date. In no event may options be exercised more than ten years after date of grant. (2) Based on ten-year option term and annual compounding at rates shown. The dollar amounts under these columns are the results of calculations at the 5% and 10% rates set by the Securities and Exchange Commission and, therefore, are not intended to forecast possible future appreciation, if any, of the Common Stock. No gain to optionees is possible without stock price appreciation, which will benefit all stockholders on a commensurate basis. 7 AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998 AND FISCAL YEAR-END OPTION VALUES The following table provides information with respect to exercise of options during fiscal year 1998 and the value of unexercised options at the end of fiscal year 1998.
Shares Number of Acquired Unexercised Value of Unexercised On Value Options (in shares) In-The-Money Options Exercise Realized at Fiscal Year-End At Fiscal Year-End(2) Name (#) ($) (1) Exercisable/Unexercisable Exercisable/Unexercisable - ---------- -------- -------- ------------------------- ------------------------- Robert M. -0- -0- 117,500 / 281,174 $426,675 /$1,348,490 Stemmler Dale L. 19,380 $226,552 58,334 / 72,000 449,506 / 359,800 Rasmussen Syed 13,200 $ 62,280 -0- / 118,800 -0- / 593,766 Hussain Thomas M. -0- -0- 9,000 / 50,285 31,500 / 242,686 Costales Hans J. -0- -0- 6,833 / 112,811 42,035 / 555,575 Roehricht
- ------------------------- (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, 1998 ($12.50) and the exercise price of the options. EMPLOYMENT AGREEMENTS An Employment Agreement between the Company and Robert M. Stemmler provides for two consecutive twelve month periods of employment of Mr. Stemmler as the President and Chief Executive Officer, commencing April 1, 1997. It is subject to certain termination events, which include Mr. Stemmler's resignation and the Company's right to terminate him with or without cause upon payment of lump sum equal to 100% in the first term and 75% in the second term, respectively, of base salary, plus certain incentive compensation and payment of benefits for a period following termination. The Employment Agreement requires payment of an annual base salary of $230,000, and payment of incentive compensation under the Company's Bonus Incentive Plan. 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, annual remuneration is paid to the following: Chair of the Board of Directors - $25,000; Chair of the Executive Committee - $15,000; Chair of Strategic Planning Committee - $5,000; Chairs of Audit and Compensation Committees - $3,000. A total of 290,000 options have been granted to Directors under the 1993 Stock Option Plan for Nonemployee Directors, of which 210,000 remain 8 unexercised and are held by Messrs. Bryan, Colton, Mlotok, Simplot, Taplett and Toms. 60,000 options were available for future grants as of April 30, 1998. 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 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 optionee served as a Director of the Company. Options must be exercised while 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 date of grant. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The following report on executive compensation is furnished by the Board of Directors. In fiscal year 1998, as in prior years, the nonmanagement members of the Board of Directors determined the compensation to be paid to the executive officers. An Employment Agreement with Robert M. Stemmler was in effect during the fiscal year. See "Employment Agreement." FISCAL YEAR 1998 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 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 The Company has a Bonus Incentive Plan which includes a bonus incentive plan for the chief executive officer and a bonus incentive pool for the executive officers and staff. These bonus plans have two components: A "revenue portion" which is based upon the percentage increase of the Company's gross revenues to the extent gross revenues exceed 110% of the prior fiscal year gross revenues, and an "earnings before interest and taxes (EBIT) portion" which is based upon the incremental growth in EBIT over the prior fiscal year. The minimum bonus payable to the chief executive officer is 1.5% of the current fiscal year's EBIT and the maximum bonus is 75% of current salary. The minimum bonus pool for the other executive officers and staff is 4% of the current fiscal year's EBIT and the maximum bonus pool is 50% of their current aggregate salaries. 9 DEFERRED COMPENSATION PLAN The Board of Directors has adopted a Deferred Compensation Plan to provide a select group of management and highly compensated employees and Directors with the opportunity to participate in a deferred compensation program. Under the program, 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 Plan and another portion is shares of the Company's Common Stock, subject to vesting provisions. The options are to be granted on the first day of each calendar year during which the Company's Common Stock is traded and the exercise price is the closing price on the Nasdaq National Market or such stock exchange on such first trading day. 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 deferred compensation plus investment returns and vested shares of the Company's Common Stock. CEO COMPENSATION Robert M. Stemmler served as chief executive officer pursuant to an Employment Agreement pursuant to which he was paid a base salary at an annual rate of $230,000. In addition to the base salary, Mr. Stemmler is eligible for an annual cash bonus under the Bonus Incentive Plan during each fiscal year. Mr. Stemmler's bonus for fiscal year 1998 was $96,000. As longer term compensation, options were granted to purchase 150,000 shares of Common Stock under the Company's Incentive Stock Option Plan. In addition, Mr. Stemmler was granted options to purchase an additional 50,000 shares of Common Stock which vest only if on or prior to April 30, 1999 the trading price of the Common Stock equals or exceeds (a) $17.00 per share on any trading day or (b) $15.30 during 20 of 30 consecutive trading days. The trading price requirement was satisfied on June 26, 1998. The options are intended to induce Mr. Stemmler's continued employment, allow him to participate in the ownership of the Company, and provide further long-term incentive to advance the interest of the Company and increase the value of the Company's Common Stock. 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 1998 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 purpose of stock options is to induce selected, key employees of the Company to remain employed with the Company, to participate in the ownership of the Company, to advance the interests of the Company and to increase the value of the Company's Common Stock. 10 The foregoing report was made by the members of the Compensation Committee. Don J. Simplot, Chair Norman L. Bryan Rawland F. Taplett 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 to certain officers of the Company to purchase of shares of Common Stock as follows:
Robert M. Stemmler 113,858 Syed Hussain 113,858 Dale L. Rasmussen 56,928
The option exercise price is $13.75 per share. The options vest at the rate of 25% annually commencing June 30, 1999. The options become exercisable only after Questor's 1993 Series 1 Preferred Stock is converted (or is convertible at the option of Questor) into Common Stock and then upon the earlier of (i) June 5, 2003 and (ii) the sale by Questor of 50% or more of the Common Shares owned by it as of June 5, 1998 (including 614,250 shares of Common Stock into which the 1993 Series 1 Preferred Stock owned by Questor is convertible). The options will not be exercisable after December 31, 2003, and any option that is not vested upon termination of the full-time employment of the option holder with IMPCO (other than because of death or disability) will terminate. COMPARATIVE STOCK 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). EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPH 11
Nasdaq Value at Trucking April 30 IMPCO Nasdaq Transportation -------- ----- ------ -------------- 1993 100.0 100.0 100.0 1994 207.3 111.3 113.3 1995 165.9 129.4 113.3 1996 163.4 184.4 134.3 1997 151.2 195.2 131.6 1998 243.9 292.1 192.9
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT VOTING SECURITIES The voting securities of the Company consist of Common Stock and 1993 Series 1 Preferred Stock. At August 1, 1998, 7,187,436 shares of Common Stock and 5,950 shares of 1993 Series 1 Preferred Stock were outstanding. Each outstanding share of Common Stock is entitled to one vote on all matters to be presented to stockholders for a vote. Each share of 1993 Series 1 Preferred Stock is also entitled to vote on all such matters and is entitled to the number of votes equal to the number of full shares of Common Stock into which it is convertible. On August 1, 1998, each share of 1993 Series 1 Preferred Stock was convertible into the number of shares of Common Stock that results from dividing $1,000 by a conversion price of $5.29 per share, or 189 votes per share. COMMON STOCK The following table sets forth information as of August 1 1998, with respect to all stockholders known by the Company to be the beneficial owners of more than 5% of the outstanding Common Stock. Except as otherwise specified, each named beneficial owner has sole voting and investment power with respect to the shares set forth opposite its name.
Name and Address Amount and Nature of Percent of Beneficial Owner Beneficial Ownership of Class - --------------------------- -------------------- -------- Questor Partners Fund, L.P. 2,034,211 (1) 26.07% 103 Springer Building 3411 Silverside Road Wilmington, DE 19810 Rawland F. Taplett 586,892 (2) 7.92% P.O. Box 2188 Wenatchee, WA 98801 BERU Aktiengesellschaft 558,478 7.77% Moerikestrasse 155 Ludwigsburg, Germany
- ------------------------ (1) Includes 95,095 shares of common stock owned by Questor Side-by-Side Partners, L.P. ("Questor SBS"), 573,048 shares subject to conversion rights under 3,032 shares of 1993 Series 1 Preferred Stock and 12 41,202 shares subject to conversion rights under 218 shares of 1993 Series 1 Preferred Stock owned by Questor SBS. (2) Includes 50,000 shares subject to options under the Directors Stock Option Plan and 170,100 shares subject to conversion rights under 900 shares of 1993 Series 1 Preferred Stock. PREFERRED STOCK The following table sets forth information as of August 1, 1998, with respect to all stockholders known by the Company to be the beneficial owners of more than 5% of the outstanding 1993 Series 1 Preferred Stock. Except as otherwise specified, each named beneficial owner has sole voting and investment power with respect to the shares set forth opposite his name.
Name of Amount and Nature of Percent Beneficial Owner Beneficial Ownership of Class - ---------------- -------------------- -------- Questor Partners Fund, L.P. 3,250 (1) 54.62% 103 Springer Building 3411 Silverside Road Wilmington, DE 19810 Don J. Simplot 900 15.13% P.O. Box 27 Boise, ID 83707 Rawland F. Taplett 900 15.13% P.O. Box 2188 Wenatchee, WA 98801 Douglas W. Toms 450 7.56% 2001 Lakewood Olympia, WA 98501 Dale L. Rasmussen 450 7.56% 29409 - 232nd Avenue S.E. Black Diamond, WA 98010 ----- ------- 5,950 100.00%
- -------------------- (1) Includes 218 shares owned by Questor Side-by-Side Partners, L.P. 13 OWNERSHIP OF MANAGEMENT The following table sets forth information as of August 1, 1998, as to the number of shares of Common Stock and 1993 Series 1 Preferred Stock beneficially owned by (i) each Director, (ii) the executive officers named in the Summary Compensation Table and (iii) all Directors and executive officers as a group. Except as otherwise specified, each named beneficial owner has sole voting and investment power with respect to the shares set forth opposite his name.
Title of Name of Beneficial Amount and Nature of Percent of Class Owner Beneficial Ownership Class - -------- ------------------ -------------------- ---------- Common Norman L. Bryan 21,000 (1) * Common V. Robert Colton 146,666 (2) 2.03% Common Thomas M. Costales 10,000 (3) * Common Syed Hussain -0- * Common Paul Mlotok 5,000 (4) * Common Christopher G. 2,034,211 (5) 26.07% Mumford Common Dale L. Rasmussen 144,981 (6) 1.98% Common Hans Roehricht 6,833 (7) * Common Edward L. Scarff 2,034,211 (8) 26.07% Common Don J. Simplot 295,901 (9) 4.01% Common Robert M. Stemmler 131,241 (10) 1.79% Common Rawland F. Taplett 586,892 (11) 7.92% Common Douglas W. Toms 240,715 (12) 3.29% Common All executive 3,623,440 41.64% officers and directors as a group (13 persons) Preferred See "Ownership of Certain Beneficial Owners - Preferred Stock" for ownership of 1993 Preferred Stock All executive officers and directors as a group 5,950 (13) 100.00% (13 persons)
14 - ------------------------ * Less than 1% (1) Includes 20,000 shares subject to options under Directors Stock Option Plan. (2) Includes 30,000 shares subject to options under Directors Stock Option Plan. Mr. Colton's term as a Director ends in 1998 and he had declined to be nominated for reelection to the Board of Directors. (3) Includes 9,000 shares subject to options under Incentive Stock Option Plan. (4) 5,000 shares subject to options under Directors Stock Option Plan. (5) Shares voting and investment power with respect to shares beneficially owned by Questor Partners Fund, L.P. and Questor Side-by-Side Partners, L.P. See "Ownership of Certain Beneficial Owners." (6) Includes 25,000 shares subject to options under Incentive Stock Option Plan, 33,334 shares subject to options under the 1991 Executive Stock Option Plan and 85,050 shares subject to conversion rights under 450 shares of 1993 Series 1 Preferred Stock. (7) 6,833 shares subject to options under Incentive Stock Option Plan. Mr. Roehricht was an officer of the Company until July 16, 1997. (8) Shares voting and investment power with respect to shares beneficially owned by Questor Partners Fund, L.P. and Questor Side-by-Side Partners, L.P. See "Ownership of Certain Beneficial Owners." (9) Includes 30,000 shares subject to options under Directors Stock Option Plan and 170,100 shares subject to conversion rights under 900 shares of 1993 Series 1 Preferred Stock. (10) Includes 130,000 shares subject to options under Incentive Stock Option Plan and 1,241 shares held in a self-directed 401(k) plan. (11) Includes 50,000 shares subject to options under Directors Stock Option Plan and 170,100 shares subject to conversion rights under 900 shares of 1993 Series 1 Preferred Stock. (12) Includes 50,000 shares subject to options under Directors Stock Option Plan and 85,050 shares subject to conversion rights under 450 shares of 1993 Series 1 Preferred Stock. (13) Includes 3,250 shares owned by Questor Partners Fund, L.P. and Questor Side-by-Side Partners, L.P. See footnotes (5) and (8) above. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. 15 SIGNATURES - ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated August 27, 1998. IMPCO TECHNOLOGIES, INC. By /s/Thomas M. Costales -------------------------- Thomas M. Costales, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----