8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2005

IMPCO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-15143	91-1039211
(Commission File Number)	(IRS Employer Identification No.)

16804 Gridley Place

Cerritos, California 90703

(Address of principal executive offices) (Zip Code)

(562) 860-6666

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On November 15, 2005, IMPCO Technologies, Inc. (the "Company") received a notice from The Nasdaq Stock Market Inc. ("Nasdaq") that the Company’s securities are subject to potential delisting due to the fact that it is not in compliance with Nasdaq Marketplace Rule 4310(c)(14), which requires the filing with Nasdaq of all reports required to be filed with the SEC on or before the date they are required to be filed with the SEC, as a result of the Company's failure to file its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2005 (the "Form 10-Q") by the prescribed filing date.

As disclosed in the Company's Form 8-K filed on November 9, 2005, the Company is currently continuing to review its previously reported financial statements for the fiscal year ended December 31, 2004, and the effect thereof on subsequent balance sheets, as a result of errors discovered by management relating to, among other things, non-cash charges and adjustments for goodwill, investment in affiliates, and minority interest. Since certain of the restated information will also be included in the Form 10-Q, the Company is unable to complete and file its Form 10-Q by the prescribed filing date without unreasonable expense and effort. The Company continues to dedicate significant resources to finalizing its review of, and restatement to, its 2004 financials and subsequent balance sheets effected thereby and to the completion of the Form 10-Q. Immediately following the completion of its review, the Company will file with the SEC its Form 10-Q.

A copy of the Company's press release announcing receipt of the notice is attached as Exhibit 99.1 and incorporated herein by reference.

(b) The Company had previously notified Nasdaq on November 14, 2005 that the Company was not in compliance with Nasdaq Marketplace Rule 4310(c)(14).

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, including the statement of operations and balance sheet captions to be included in the restatements, the periods covered by the restatement and the appeal of Nasdaq's delisting determination. Such forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, completion of a review of past financial statements, the Company's financial performance, and other factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The Company does not undertake to update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press release of IMPCO Technologies, Inc. dated November 17, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMPCO TECHNOLOGIES, INC.
Date: November 17, 2005	By:	/s/ Thomas M. Costales Thomas M. Costales Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

IMPCO ANNOUNCES RECEIPT OF NASDAQ NOTICE TO DELIST COMPANY'S SECURITIES

Company Fails to Satisfy Reporting Requirements for Third Quarter 2005 Results

Cerritos, California - November 17, 2005 - IMPCO Technologies, Inc. (Nasdaq:IMCO) announced today that, on November 15, 2005, it received a notice fromThe Nasdaq Stock Market Inc. ("Nasdaq") that the Company’s securities are subject to potential delisting due to the fact that it is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) as a result of the Company's failure to file its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2005 (the "Form 10-Q") on a timely basis. Nasdaq Marketplace Rule 4310(c)(14) requires the filing with Nasdaq of all reports required to be filed with the SEC on or before the date they are required to be filed with the SEC.

As disclosed in the Company's Form 8-K filed on November 9, 2005, the Company is currently continuing to review its previously reported financial statements for the fiscal year ended December 31, 2004, and the effect thereof on subsequent balance sheets, as a result of errors discovered by management relating to, among other things, non-cash charges and adjustments for goodwill, investment in affiliates, and minority interest. Since certain of the restated information will also be included in the Form 10-Q, the Company is unable to complete and file its Form 10-Q by the prescribed filing date without unreasonable expense and effort. The Company continues to dedicate significant resources to finalizing its review of, and restatement to, its 2004 financials and subsequent balance sheets effected thereby and to the completion of the Form 10-Q. Immediately following the completion of its review, the Company will file with the SEC its Form 10-Q.

About IMPCO Technologies:

IMPCO designs, manufactures, markets and supplies advanced product and systems to enable internal combustion engines to run on clean burning gaseous fuels such as natural gas, propane and biogas. IMPCO is leader in the heavy duty, industrial, power generation and stationary engines sectors. Headquartered in Cerritos, California, IMPCO has offices throughout Asia, Europe, Australia and North America. More information can be found at IMPCO's web site, http://www.impco.ws

About BRC Gas Equipment:

BRC produces a complete range of systems for converting vehicles to gaseous fuel to meet market requirements. BRC is a leader in the light duty and automobile alternative fuel sectors and has established alliances with several major car-makers for OEM projects. Headquartered in Cherasco, Italy, BRC has offices throughout Asia, Europe and South America. More information can be found at BRC's web site, http://www.brc.it.

Except for historical or factual information, other matter discussed in this news release, including estimates in the amount of accounting corrections, the statement of operations and balance sheet captions to be included in the restatements, the periods covered by the restatement and anticipated improvements in operating efficiencies and performance, and the Company's appeal of Nasdaq's delisting determination, are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in any forward-looking statement. Factors that could cause or contribute to such differences included, but are not limited to, completion of a review of past financial statements; prevailing market and global economic conditions; changes in environmental regulations that impact the demand for the company's products; the company's ability to manage its leverage and address operating covenant restrictions relating to its indebtedness; the company's ability to negotiate and comply with waivers pertaining to existing loan covenant defaults; the company's ability to design and market advanced fuel metering, fuel storage and electronic control products; the company's ability to meet OEM specifications; and the level and success of the company's development programs with OEMs. Readers also should consider the risk factors set forth in the company's reports filed with the Securities and Exchange Commission, including, but not limited to, those contained in "Management's Discussion & Analysis of Financial Condition and Results of Operation -- Risk Factors" section of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The Company does not undertake to update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized.

# # #