UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
IMPCO TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45255W106
(CUSIP Number)
Marcus J. Williams
Davis Wright Tremaine LLP
1501 Fourth Avenue, Suite 2600
Seattle, WA 98101
(206) 622-3150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 3, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 8
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mariano Costamagna |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER:
882,040 8 SHARED VOTING POWER:
0 9 SOLE DISPOSITIVE POWER:
882,040 10 SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,802,077 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7% |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 3 of 8
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pier Antonio Costamagna |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER:
742,781 8 SHARED VOTING POWER:
0 9 SOLE DISPOSITIVE POWER:
742,781 10 SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,802,077 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7% |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 4 of 8
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruna Giachino |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER:
88,628 8 SHARED VOTING POWER:
0 9 SOLE DISPOSITIVE POWER:
88,628 10 SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,802,877 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7% |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 5 of 8
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Carla Borgogno |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A |
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ITALY |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER:
88,628 8 SHARED VOTING POWER:
0 9 SOLE DISPOSITIVE POWER:
88,628 10 SHARED DISPOSITIVE POWER:
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,802,077 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.7% |
|||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 6 of 8
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock of IMPCO Technologies, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 16804 Gridley Place, Cerritos, California.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Mariano Costamagna, Pier Antonio Costamagna, Bruna Giachino and Carla Borgogno (the “Filing Persons”). Mariano Costamagna and Pier Antonio Costamagna are adult brothers, each of whom own shares individually. Bruna Giachino and Carla Borgogno are the respective spouses of Mariano Costamagna and Pier Antonio Costamagna. In the aggregate the Filing Persons own 9.7% of the common stock of the Company. Each of the Filing Persons disclaims beneficial ownership of the shares owned by the other Filing Persons.
(a), (b), (c) and (f) – Each of the Filing Persons is an Italian citizen, with a business address of c/o Avv. Marco Di Toro, Corso Stati Uniti 62, 10128, Torino, Italy. Mariano Costamagna is President and Chief Executive Officer of the Company. Pier Antonio Costamagna is a non-executive employee of the Company’s unconsolidated affiliate, M.T.M., S.r.l. (“MTM”).
(d) and (e) – During the last five years, none of these persons has been convicted in a criminal proceeding, and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the United States or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 3, 2002, the Company entered into the Option Agreement attached as Exhibit 99.2 with the Filing Persons, who are controlling shareholders of B.R.C. Societá Responsabilitá Limitata (“BRC”) under which the Company was granted an option to acquire a 50% ownership interest in BRC in exchange for a $1.5 million payment and the issuance of approximately 2.3 million shares of the Company’s common stock to the Filing Persons. BRC is the parent company of MTM, which is a global supplier for alternative fuel products and systems used in automobiles. On November 29, 2002, the Company issued an aggregate of approximately 2.3 million shares of its common stock to the Filing Persons pursuant to the terms of the Option Agreement. The Company exercised its option and made the $1.5 million payment in a series of related transactions between January 31, 2003 and July 29, 2003.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Filing Persons holds the shares for investment purposes.
On October 22, 2004, the Company, BRC, Mariano Costamagna and Pier Antonio Costamagna, each of whom currently owns 25% of the equity interest of BRC, entered into an Equity Purchase Agreement pursuant to which the Company has agreed to purchase a 50% equity interest in BRC from the two individuals in exchange for approximately $10 million and 5,098,284 shares of the Company’s common stock.
Page 7 of 8
The closing of the acquisition is subject to certain conditions, including approval of the Company’s shareholders and the Company’s completion of an equity financing with proceeds to the Company of $15 million.
In connection with the acquisition, the Company entered into an employment agreement with Mariano Costamagna dated December 22, 2004 pursuant to which he became the Company’s Chief Executive Officer as of December 31, 2004, for a term continuing until May 31, 2009.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Pier Antonio Costamagna is the direct beneficial owner of 742,781 shares, or approximately 4.0% of the 18,678,227 shares outstanding as of November 30, 2004 (the “Outstanding Shares”). Mariano Costamagna is the direct beneficial owner of 882,040 shares, or approximately 4.7% of the Outstanding Shares. Bruna Giachino and Carla Borgogno each hold 88,628 shares acquired pursuant to the Option Agreement.
(b) Each of the Filing Persons has the sole power to vote and dispose of the shares held by them individually.
(c) Mariano Costamagna sold 86,000 shares of common stock in a series of transactions between December 13 and December 16, 2004. Other than as so stated, the Filing Persons have not effected any transactions in the Company’s common stock during the past sixty days.
(d) Each of the Filing Persons has the sole right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of the shares held by him or her.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Each of the Filing Persons has entered into the Option Agreement attached as Exhibit 99.2 and the Lock-Up Agreement attached as Exhibit 99.3 which restrict the transfer and sale of the shares owned by the Filing Persons.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
| Exhibit 99.1: | Joint Filing Agreement | |
| Exhibit 99.2: | Option Agreement (incorporated by reference to the Company’s Form 10-Q for the quarter ended October 31, 2002) | |
| Exhibit 99.3: | Lock-Up Agreement | |
| Exhibit 99.4: | Equity Interest Purchase Agreement (incorporated by reference to the Company’s Form 8-K dated October 22, 2004) | |
| Exhibit 99.5: | Amended and Restated Employment Agreement (incorporated by reference to the Company’s Form 8-K dated December 29, 2002) | |
Page 8 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 12, 2005
| /s/ MARIANO COSTAMAGNA Mariano Costamagna |
/s/ GIACHINO Bruna Bruna Giachino | |
| /s/ PIER ANTONIO COSTAMAGNA Pier Antonio Costamagna |
/s/ BORGOGNO Carla Carla Borgogno | |
Exhibit 99.1
JOINT FILING AGREEMENT
WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of the undersigned persons (collectively the “Filing Persons”); and
WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons;
NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Filing Persons:
| 1. | Each of the Filing Persons is individually eligible to use the Joint Statement. |
| 2. | Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto. |
| 3. | Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement. |
| 4. | None of the Filing Persons is responsible for the completeness of accuracy of the information concerning the other Filing Persons contained in the Joint Statement; unless such person knows or has reason to believe that such information is inaccurate. |
| 5. | The undersigned agree that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons. |
Dated: January 11, 2005
| /s/ MARIANO COSTAMAGNA Mariano Costamagna |
/s/ GIACHINO BRUNA Bruna Giachino | |
| /s/ PIER ANTONIO COSTAMAGNA Pier Antonio Costamagna |
/s/ BORGOGNO CARLA Carla Borgogno | |
Exhibit 99.3
Lock-Up Agreement
[Date]
Re: IMPCO Technologies, Inc./B.R.C. Società a Responsabilità Limitata
Ladies and Gentlemen:
The undersigned has entered into that certain Option Agreement dated 3 October, 2002 (the “Agreement”), by and among the Sellers and IMPCO Technologies, Inc. (“IMPCO”), providing for the granting of an option for the acquisition by IMPCO of a 50% interest in BRC S.r.l. pursuant to the terms and conditions of the Agreement and of the Sale and Purchase Agreement. The terms and conditions of the Lock-Up Agreement are defined in Section 1.4 and its execution is required pursuant to Section 2.2.4 of the Agreement and, accordingly, this Lock-Up Agreement is incorporated in its entirety into the Agreement. Unless defined otherwise in this Lock-Up Agreement, all defined terms set forth herein shall have the meaning ascribed to them in the Agreement.
In consideration of the sale and transfer of the Quota to IMPCO, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, the undersigned will not, except as set for on Schedule A attached hereto and incorporated herein by this reference, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Lock-Up IMPCO Shares, or any options or warrants to purchase any shares of Lock-Up IMPCO Shares, or any securities convertible into, exchangeable for or that represent the right to receive shares of Lock-Up IMPCO Shares owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission.
The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock-Up IMPCO Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any sale or grant of any right (including without limitation any put or call option) with respect to any of the Lock-Up IMPCO Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the Lock-Up IMPCO Shares (i) in case of death, by way of either testamentary provisions or mandatory provisions of law, (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iv) with the prior written consent of IMPCO. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by clause (i), (ii), (iii) or (iv) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Lock-Up IMPCO Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with IMPCO’s transfer agent and registrar against the transfer of the Lock-Up IMPCO Shares except in compliance with the foregoing restrictions.
The undersigned understands that IMPCO and the Sellers are relying upon this Lock-Up Agreement in connection with the sale and transfer of the Quota pursuant to the terms and conditions of the Agreement. The
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undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.
| Very truly yours, |
| Costamagna Mariano |
| Exact Name of Shareholder |
| /s/ COSTAMAGNA MARIANO |
| Authorized Signature |
| Costamagna Pier Antonio |
| Title |
| /s/ COSTAMAGNA PIER ANTONIO |
| Giachino Bruno |
| /s/ GIACHINO BRUNO |
| Borgogno Carla |
| /s/ BORGOGNO CARLA |
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Schedule A
Restrictive Periods for Sale of Lock-Up IMPCO Shares
The undersigned, pursuant to the terms of the Lock-Up Agreement, agrees to restrict the sale of the Lock-Up IMPCO Shares in accordance with the following timetable:
| Time Period |
Percentage of IMPCO Shares Eligible for Sale | |
| From Execution Date through 1 August 2004 |
0% of the Lock-Up IMPCO Shares | |
| Commencing 1 August 2004 |
16.7% of the Lock-Up IMPCO Shares | |
| Commencing 1 February 2005 |
an additional 27.7% of the Lock-Up IMPCO Shares | |
| Commencing 1 August 2005 |
an additional 27.7% of the Lock-Up IMPCO Shares | |
| Commencing 1 February 2006 |
the remaining 27.9% of the Lock-Up IMPCO Shares |
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