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): April 6, 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 1.01. Entry into a Material Definitive Agreement.

On April 6, 2005, IMPCO Technologies, Inc. (“IMPCO”) and Robert M. Stemmler agreed to revise certain terms of Mr. Stemmler’s consulting agreement dated December 23, 2004. Pursuant to the terms of the revised agreement, Mr. Stemmler’s duties will include those assigned to him by IMPCO’s Chief Executive Officer from March 11, 2005 through the original term of March 31, 2007. Mr. Stemmler had been Chairman of IMPCO’s Board of Directors, but, under the revised terms, has agreed to resign as a director. The parties have agreed to revise the compensation provided under the consulting agreement, and IMPCO will pay Mr. Stemmler a total of $300,000, or approximately $150,000 per year, as a consulting fee, as opposed to $360,000 per year, will still provide him with life and long-term disability insurance during the term and has agreed to permit his stock options to continue to vest during the term. As provided under the original terms, IMPCO will reimburse Mr. Stemmler and his wife for the cost of medical insurance, initially in the form of COBRA coverage and then, from August 2005 until death, in the form of supplemental Medicare J insurance, or medical insurance comparable to that provided by IMPCO if supplemental Medicare J insurance is not available for him and his spouse. Under the revised terms, the agreement cannot be terminated by IMPCO, and Mr. Stemmler’s death or disability does not terminate the agreement or relieve IMPCO of its obligation to pay the consulting fee.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Robert M. Stemmler, Chairman of IMPCO’s Board of Directors, resigned from the Board on April 6, 2005, effective at the next IMPCO Board Meeting on May 3, 2005.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
10.1	Employee Consulting Agreement between IMPCO Technologies, Inc. and Robert Stemmler, as revised, effective as of March 11, 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: April 12, 2005	By:	/s/ Mariano Costamagna
		Mariano Costamagna
		Chief Executive Officer

EX-10.1

EXHIBIT 10.1

EMPLOYEE CONSULTING AGREEMENT

This Employee Consulting Agreement (“Agreement”) is made and entered into as of the 11th day of March 2005, by and between IMPCO Technologies, Inc., a Delaware Corporation (hereafter “the Company” or “IMPCO”) and employee Robert Stemmler (hereafter “Employee Consultant”).

WHEREAS, the Company wishes to engage employee Robert Stemmler as an employee and a consultant to provide services to the Company in his areas of experience and expertise;

WHEREAS, the Employee Consultant is willing to provide services to the Company on a limited basis for the Agreement Term, as that phrase is defined below, in accordance herewith;

WHEREAS, the Employee Consultant wishes to and hereby resigns from the Board of Directors as of his execution of this Agreement and delivery to the Company;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises set forth in this Agreement, the Company and Employee Consultant agree as follows:

Section 1. EMPLOYMENT.

1.1 Term. The Company agrees to employ Employee Consultant to provide services to the Company, and Employee Consultant agrees to provide services to the Company, in accordance with the terms and provisions of this Agreement, for the period commencing March 11, 2005, and ending on March 31, 2007 (“the Agreement Term”). At the conclusion of the Agreement Term, Employee Consultant will be deemed to have retired for purposes of the employee incentive stock option plans. The disability or death of Employee Consultant shall not terminate this Agreement or relieve the Company of the obligation to pay the full Consulting Fee, as defined in paragraph 2.1, below, to Employee Consultant or his estate as appropriate. The Company agrees that this Agreement is not terminable by the Company and shall not be terminated by the Company for any reason. Company agrees that Employee Consultant is not an at-will employee or an at-will consultant.

1.2 Description of Services. Employee Consultant hereby accepts employment under this Agreement and agrees to devote his best efforts, attention and energy to the Company’s business. The Employee Consultant’s duties shall include such activities, responsibilities and duties as may be reasonably assigned from time to time by the Chief Executive Officer. Employee Consultant shall not be required to perform these duties for any minimum number of hours per day, week, month, year, contract term or any other unit of measurement. Employee Consultant will be available to perform these services upon reasonable notice within a reasonable amount of time appropriate to the circumstances at the time he receives such notification.

Section 2. COMPENSATION.

2.1 Base Compensation. In exchange for Employee Consultant’s agreement to the terms and conditions of this Agreement and for good and valid consideration provided by Employee Consultant to the Company, the Company shall pay Employee Consultant $300,000 (“the “Consulting Fee”) for the Agreement Term, which amount will be prorated and paid to Employee Consultant or his estate in 24 equal monthly installments over the Agreement Term, rather than as an annual salary, less all lawful and agreed upon withholdings, Such payments will be prorated and made to Employee Consultant or his estate every two weeks, commencing April 1, 2005, pursuant to IMPCO’s normal payroll policy, as modified from time to time.

2.2 Benefits. During the Agreement Term, Employee Consultant shall be entitled to and the Company will provide Employee Consultant and his current spouse with the following benefits:

(a) The Company will reimburse Employee Consultant for lifetime medical insurance for Employee Consultant and his wife in the form of COBRA initially, followed by supplemental Medicare J insurance in August 2005 for the natural life of Employee Consultant and his spouse. Should Medical J supplemental insurance not be available for Employee Consultant and his spouse, the company will reimburse Employee Consultant for comparable medical to that provided by the Company for the natural life of Employee Consultant and his spouse.

(b) Term life insurance in the face amount of $750,000 for the Agreement Term;

(c) Long-term disability insurance providing for monthly disability payments of $10,000 after a waiting period not in excess of ninety (90) days for the Agreement Term;

(d) Continued and full participation in the employee incentive stock option plans during the Agreement Term. The employee incentive option plans will continue in all respects during the Agreement Term. At the end of the Agreement Term, Employee Consultant will be deemed to have retired for the purposes of the employee incentive stock option plans. Employee Consultant understands that this subparagraph shall not entitle Employee Consultant to additional grants of stock options, and shall not entitle Employee Consultant to the issuance of additional shares of capital stock other than on the exercise of stock options held by Employee Consultant that are fully vested as of the Employee Consultant’s retirement date.

2.3 Business Expense Reimbursement. During the Agreement Term, the Company will reimburse Employee Consultant for reasonable out-of-pocket expenses incurred by Employee Consultant in the performance of services for the Company (e.g. transportation, food and lodging expenses incurred while traveling on Company business), all subject to such policies and other requirements as the Company may from time to time establish for its employees generally. Employee Consultant shall maintain such records as will enable the Company to deduct such items as business expenses when computing its taxes.

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Section 3. TERMINATION.

3.1 Expiration of Term. Except for those obligations hereunder which by their terms continue beyond the Agreement Term, this Agreement will automatically expire upon conclusion of the Agreement Term on March 31, 2007.

Section 4. CONFIDENTIALITY.

4.1 In consideration of his consulting with the Company, or any of its related entities, and of the Consulting Fee Employee Consultant agrees to the following conditions relating specifically to the Company’s Confidential Information:

(a) Confidential Information includes, but is not limited to, all information not generally known to the public relating to the business of the Company or any third party that is contributed to, developed by, disclosed to, or known to Employee Consultant in the course of his employment with the Company, including but not limited to trade secrets, know-how, concepts, methods, techniques, designs, drawings, specifications, computer programs, support and training materials (including written material, videotapes, overheads and the like), client, customer or supplier lists, pricing information, marketing plans or information, or other records concerning the Company’s finances, contracts, services or personnel.

(b) Employee Consultant will respect the confidences of the Company and will not at any time during or after his employment with the Company, directly or indirectly, divulge or disclose for any purpose or use for his own benefit any Confidential Information that has been obtained by or disclosed to Employee Consultant as a result of his employment with the Company.

(c) At the conclusion of the Agreement Term, the Employee Consultant will return and will not keep or preserve any records or copies of records relating to the Company, or its business, or its Confidential Information. Employee Consultant will take such steps as may be reasonably necessary to prevent disclosure of Confidential Information to others and will not disclose Confidential Information to others without the prior written consent of the Company’s Chief Executive Officer.

(d) This agreement not to disclose Confidential Information will continue to apply even after Employee Consultant is no longer employed by the Company, and until such time as the Confidential Information becomes public knowledge through no fault of his own. Employee Consultant will report to the Company any and all unauthorized disclosures or uses of Confidential Information known by him. Employee Consultant acknowledges that any publication or disclosure of Confidential Information to others may cause immediate and irreparable harm to the Company and if Employee Consultant should publish or disclose Confidential Information to others, the Company shall be entitled to remedies provided for by the law including, if applicable, injunctive relief or any other remedies to which it is entitled under law or equity.

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5.1. Applicable Law and Venue. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California and venue for any action arising out of this Agreement shall be in Orange County, California.

5.2. Entire Agreement. This document contains the entire agreement of the parties concerning the details of Employee Consultant’s employment with the Company and all promises, representations, understandings, arrangements and prior agreements concerning the details of Employee Consultant’s employment with the Company are merged herein and superseded hereby. The provisions of this Agreement may not be amended, modified, repealed, waived, extended or discharged except by an agreement in writing signed by the party against whom enforcement of any amendment, modification, repeal, waiver, extension or discharge is sought.

5.3. Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein shall be remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceabitity of any such provision in any other jurisdiction.

5.4. Attorneys’ Fees. If suit or action is commenced by either party against the other concerning this Agreement, the prevailing party shall be awarded its costs and reasonable attorneys’ fees, including any costs or fees incurred on appeal.

5.5. Notices. Any notice, request, consent, or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and personally delivered to Employee Consultant or by registered or certified mail to Employee Consultant’s residence (as noted in the Company’s records) or if personally delivered to the Company’s Corporate Secretary at the Company’s principal office.

IMPCO Technologies, Inc.		EMPLOYEE CONSULTANT
By	/s/ Mariano Costamagna	/s/ Robert M. Stemmler
Its		Robert M. Stemmler

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