-----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, Gu/VMKsfoPan0NDizoM0KD04RbuX4yT9N18izVoV0FWVt6xaN5mg7uOLbFLE8VMl mqeznuQqvwAMzbxPRUvayA== 0001144204-05-035708.txt : 20051115 0001144204-05-035708.hdr.sgml : 20051115 20051114212131 ACCESSION NUMBER: 0001144204-05-035708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15143 FILM NUMBER: 051204365 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 8-K 1 v029436_8k.htm
 

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 14, 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.
 
(b) On November 14, 2005, IMPCO Technologies, Inc. (the "Company") announced that it will not file its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2005 (the "Form 10-Q") on a timely basis as a result of the Company's ongoing review of, and restatement to, its 2004 financials and subsequent balance sheets effected thereby. The Company has notified The Nasdaq Stock Market Inc. ("Nasdaq") that, as a result of the Company's failure to file the Form 10-Q on a timely basis, the Company 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 disclosed in the Company's Form 8-K filed on November 9, 2005, the Company announced that it will restate its previously filed financial statements for the fiscal year ended December 31, 2004 and will file amended Form 10-Q's for the quarterly periods ended March 31, 2005 and June 30, 2005, reflecting the effect of the fiscal year 2004 restatement on subsequent balance sheets. As a result of the fiscal year 2004 restatement, the Company filed a Form 12b-25 on November 9, 2005 (the "Form 12b-25"), requesting an extension of the prescribed due date to file the Form 10-Q. The Company indicated in the Form 12b-25 that it anticipated filing the Form 10-Q on or before November 14, 2005 (the "Extended Filing Date").

The Company announced today that while the Company's review is nearing completion, it needs additional time to complete the process. 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 Extended Filing Date without unreasonable effort and expense. 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.
 
A copy of the Company's press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
 
 
 
 
Exhibit
 
99.1
 
Description
 
Press release of IMPCO Technologies, Inc. dated November 14, 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 14, 2005
 
By:
 
/s/ Thomas M. Costales

Thomas M. Costales
Chief Financial Officer and Treasurer
 
 
 
 
 
 
 
 
 
 


EX-99.1 2 v029436_ex99-1.htm
Exhibit 99.1
 
IMPCO ANNOUNCES DELAY IN FILING THIRD QUARTER RESULTS
 
Cerritos, California - November 14, 2005 - IMPCO Technologies, Inc. (Nasdaq:IMCO) announced today that while its review of previously reported financial statements as a result of errors discovered by management relating to non-cash charges and adjustments for goodwill, investment in affiliates and minority interest for the year ended December 31, 2004, is nearing completion, it needs additional time to complete the process. Since certain of the restated information will also be included in the Company’s Form 10-Q for the third quarter ended September 30, 2005 (the "Form 10-Q"), the Company is unable to complete and file its Form 10-Q by the extended filing date indicated in its Form 12b-25 filed with the SEC on November 9, 2005 without unreasonable effort and expense. The Company continues to dedicate significant resources to finalizing its review of, and restatement to, its fiscal year ended December 31, 2004 financials and subsequent balance sheets effected thereby, and to the completion of the September 30, 2005 Form 10-Q.

The Company also notified The Nasdaq Stock Market Inc. ("Nasdaq") today that, as a result of the Company’s failure to file the Form 10-Q on a timely basis, the Company 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.

The Company expects to host an investor conference call on the day the third quarter results news release is issued.

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 the balance sheet captions to be included in the restatements, the periods covered by the restatement, 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.
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