-----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, CIjKNXGLaHr+p9XDawKIzbmg0uAz5mhYz0yE5bRRV5Y2cWXCeYgHkaIPHPrO2FHf DEMY8Uy2UI97wTaqb3+mSA== 0001193125-05-031334.txt : 20050216 0001193125-05-031334.hdr.sgml : 20050216 20050216171507 ACCESSION NUMBER: 0001193125-05-031334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050214 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 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: 05621678 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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

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

 

Date of Report (Date of earliest event reported): February 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:

 

¨ 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))

 



FORM 8-K

IMPCO TECHNOLOGIES, INC.

Cerritos, California

February 1, 2005

 

Item 7.01 Regulation FD Disclosure

 

On February 14, 2005, IMPCO Technologies, Inc. (“IMPCO”) announced the completion of its public offering of 4,000,000 shares of its common stock at a price of $5.75 per share on Friday, February 4, 2005, and an additional 600,000 shares on Friday, February 11, 2005 at a price of $5.75 per share. Net proceeds to IMPCO after expenses are expected to be approximately $23.9 million.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit 99.1 Press release dated February 14, 2005

 

Attached

 

 


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: February 16, 2005   By:  

/s/ Nickolai A. Gerde


        Nickolai A. Gerde
        Chief Financial Officer

 

 

 

EX-99.1 2 dex991.htm PRESS RELEASE DATED FEBRUARY 14, 2005 Press release dated February 14, 2005

Exhibit 99.1

 

IMPCO TECHNOLOGIES COMPLETES

PUBLIC OFFERING OF 4,600,000 SHARES

 

Cerritos, CA, February 14, 2005 – IMPCO Technologies, Inc. (Nasdaq: IMCO) today announced the completion of its public offering of 4,000,000 shares of its common stock on Friday, February 4, and an additional 600,000 shares on Friday, February 11, at a price of $5.75 per share. Proceeds to IMPCO totaled $24,863,000, of which approximately $1,000,000 will cover expenses of the offering and $10,017,600 was placed in escrow for satisfaction of the cash portion of the previously announced purchase of the remaining 50% of BRC, an affiliated company. The balance of net cash proceeds of approximately $13,845,400 will be used for working capital and corporate purposes.

 

Approximately 35 institutional accounts new to IMPCO and 10 current holders of the stock were the purchasers. This offering increased IMPCO’s institutional ownership base by approximately 50%. First Albany Capital Inc. was the lead underwriter and sole book-running manager of the offering and Adams Harkness, Inc. was a co-managing underwriter.

 

About IMPCO Technologies and BRC

 

IMPCO and BRC design, manufacture, market and supply advanced alternative fuel systems and related products for the transportation, industrial and power generation markets. Headquartered in Cerritos, California and Cherasco, Italy, they have offices in Asia, Europe, Australia and South and North America. More information can be found at IMPCO’s web site, http://www.impco.ws and at BRC’s web site, http://www.brc.it.

 

Except for historical information, the statements, expectations and assumptions contained in the foregoing press release are forward-looking statements. Such forward-looking statements may include, but are not limited to, the company’s expectations regarding consolidated revenues in future periods and the likelihood that expected closing conditions will be satisfied and the transaction will be consummated as and when expected. Such statements are subject to a number of risks and uncertainties, and actual results could differ materially from those discussed in any forward-looking statement. Factors that could cause actual results to differ materially from such forward-looking statements include, among other factors, prevailing market conditions that affect our stock price and our ability to raise capital; our ability to obtain consent of our senior lender to this transaction; our ability to redeem our senior subordinated notes; our ability effectively to integrate our management team during the expected transition period; the combined company’s ability to meet OEM specifications; the success of our recently announced programs with strategic partners; factors that impact growth in international markets; and the level and success of the company’s development programs with OEMs. Readers also should consider the risk factors set forth from time to time in the company’s SEC reports, including but not limited to those contained in the section entitled “Management’s Discussion & Analysis of Financial Condition and Results of Operation – Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2003.


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.

 

For further information, contact Mr. Dale Rasmussen, Investor Relations

Phone: +1-206-315-8242

Fax: +1-206-315-8301

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