-----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, GHvC0gaZQKlFQ29/8aOWbMySod21ADsEodW6pGETrpouorcMTFwJAeaptItb1qTq 4y9cAqVHTq4tnQiVfLk83A== 0001193125-05-009892.txt : 20050121 0001193125-05-009892.hdr.sgml : 20050121 20050121170618 ACCESSION NUMBER: 0001193125-05-009892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050118 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050121 DATE AS OF CHANGE: 20050121 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: 05542247 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 d8k.htm FORM 8-K FOR IMPCO TECHNOLOGIES, INC. Form 8-K for IMPCO Technologies, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported):

January 18, 2005

 


 

IMPCO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

(State or other jurisdiction of

incorporation or organization)

 

001-15143   91-1039211
(Commission File Number)  

(I.R.S. 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)

 


 

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:

 

¨ 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-2(b))

 

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

 



INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 2.02 Results of Operations and Financial Condition

 

On January 18, 2005, IMPCO Technologies, Inc. (“Impco” or the “Registrant”) announced its preliminary fourth quarter 2004 financial results for December 31, 2004.

 

Impco announced its preliminary results in the press release attached as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit
Number


 

Description


99.1   Press Release, dated January 18, 2005.

 

2


 

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.

/s/ NICKOLAI A. GERDE


Nickolai A. Gerde
Chief Financial Officer and Treasurer

 

DATE: January 21, 2005

 

3


INDEX TO EXHIBITS

 

Exhibit
Number


  

Description


99.1    Press Release, dated January 18, 2005.

 

4

EX-99.1 2 dex991.htm PRESS RELEASE, DATED JANUARY 18, 2005 Press Release, dated January 18, 2005

Exhibit 99.1

 

IMPCO Technologies Announces Preliminary Fourth-Quarter Financial Information

 

Cerritos, Calif., January 18, 2005 – IMPCO Technologies, Inc. (NASDAQ: IMCO) announced today that, based upon preliminary indications management expects fourth quarter revenues to be between $27.5 to $28.5 million, within previous guidance. During the fourth quarter, IMPCO incurred incremental costs of approximately $1.85 million relating to its Board approved profit improvement cost reduction and transition plans in association with its acquisition and integration of BRC, S.r.l., non-capitalized costs associated with Sarbanes-Oxley compliance, year end inventory adjustments, and the proposed offering. The expected operating loss for the quarter of approximately $1.4 million includes the effect of the additional incremental costs.

 

As previously reported, the company retired its $20 million 11.25% senior subordinated secured notes as of December 30, 2004. The company expects to incur a non-recurring expense of approximately $6.3 million in regards to the payoff of this debt. Of this expense, approximately $ 5.3 million represents a non-cash charge associated with the acceleration of previously deferred financing costs. The secured note was paid with proceeds from a $22 million EURIBOR plus 1.5%, currently 3.7 % intercompany loan from an affiliate of BRC. In combination, a net loss for the fourth quarter of 2004 of approximately $8.4 million is projected, of which $8.2 million is expected to be non-recurring.

 

Financial Information Conference Call

 

IMPCO will host a conference call to discuss its preliminary fourth quarter financial information on Tuesday, January 18, 2005 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). All shareholders and other interested parties are invited to dial into the call, which may be accessed by calling (706) 679-3125. In order to ensure participation, please dial in 5 to 10 minutes prior to the scheduled time. A recording of the call will be available for 24 hours and can be accessed by calling (800) 642-1687 or (706) 645-9291, reference code #3500238.

 

Note about Forward Looking Information

 

This press release contains a number of projections and statements about our expected financial condition, operating results, business plans and objectives. These statements reflect management’s estimates based on current goals and its expectations about future developments. Because these statements describe our goals, objectives, and anticipated performance, they are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, they should not be interpreted as promises of future management actions or financial performance. Our future actions and actual performance will vary from current expectations and under various circumstances the results of these variations may be material and adverse. Among other factors that may cause actual operating results and financial condition to fall short of expectations, the statements in


this release are qualified with respect to management’s ability to predict accurately our performance for the entire fourth quarter based upon our performance over a portion of the period, including their ability to identify or estimate accurately all of the costs and expenses associated with fourth-quarter operations or with the anticipated acquisition of the remaining BRC equity interest. Readers also are cautioned that these projections are based on operating income and margins from only a portion of our fourth fiscal quarter, and we can offer no assurance that the remainder of our fourth-quarter performance will be in line with our expectations or with our performance in prior periods. Other factors that may cause us to deviate from our expectations include those set forth in our Quarterly Report on Form 10-Q for the period ended September 30, 2004, in the section entitled “Management’s Discussion & Analysis of Financial Condition and Results of Operation - Risks and Uncertainties.” Other issues that may have an adverse and material impact on our business, operating results, and financial condition include those risks and uncertainties discussed in our other filings with the Securities and Exchange Commission. Forward-looking statements in this release are made only as of the date shown above, and we cannot undertake to update these statements.

 

About IMPCO Technologies, Inc.

 

IMPCO designs, manufactures, markets and supplies advanced alternative fuel systems and related products for the transportation, industrial and power generation markets. Headquartered in Cerritos, California, with its principal affiliate, BRC, S.r.l., located at Cherasco, Italy, the company has offices in Asia, Europe, Australia and South and North America. More information can be found at IMPCO’s web side, http://www.impco.ws and at BRC’s web site, http://www.brc.it. The contents of these websites are not incorporated in this release.

 

For further information, please contact Mr. Dale Rasmussen, Investor Relations, (206) 315-8242.

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