-----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, Gb+Y3BWNgyu8TyYGrFISxaa4DOWajzx9X6ROwhGWK6YUIlAbQlCRg1HDAQ0uAGxt yuvPVwni0lCs80P0la/Oog== 0001193125-05-075641.txt : 20050413 0001193125-05-075641.hdr.sgml : 20050413 20050413161723 ACCESSION NUMBER: 0001193125-05-075641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050407 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050413 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: 05748543 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

 


 

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 7, 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 7, 2005, IMPCO Technologies, Inc. (“IMPCO”) entered into a severance agreement with Nickolai A. Gerde pursuant to which he resigned as IMPCO’s Vice President Finance, Chief Financial Officer and Treasurer effective on that date to return to his home in Washington State. Under the terms of the severance agreement, provided that certain conditions were met including, but not limited to, Mr. Gerde’s taking all reasonable measures necessary and appropriate to permit the completion of IMPCO’s audit for the 2004 fiscal year and filing of an accurate and complete Form 10-K with Mr. Gerde signing the Form 10-K and the Sarbanes-Oxley Sections 302 and 906 certifications in his capacity as Chief Financial Officer, Mr. Gerde will receive a severance payment of $90,000 plus accrued vacation and be permitted to exercise any vested stock options for a 90-day period following the expiration on June 4, 2005 of the restrictions contained in his lock-up agreement entered into in connection with IMPCO’s common stock offering in February. The agreement contains a qualified general release by each party. The agreement may be revoked by Mr. Gerde within seven days of April 7, 2005, in which case he would not receive the payments (other than accrued vacation) or benefits described above.

 

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

 

(b) On April 7, 2005, Nickolai A. Gerde resigned as IMPCO’s Vice President Finance, Chief Financial Officer and Treasurer.

 

(c) On April 8, 2005, Richard T. Fogarty, IMPCO’s Corporate Controller, was appointed interim principal financial officer.

 

Mr. Fogarty, 54, was appointed Corporate Controller of IMPCO in November 2002. Prior to joining IMPCO, Mr. Fogarty served for five years as Corporate Controller at STM Wireless, Inc., a manufacturer of telecommunications equipment, and, prior to STM Wireless Inc., held positions as Corporate Controller, Information Systems Director, and Financial Planning Director over a six-year period at MAI Systems Corporation. Mr. Fogarty began his career with the General Electric Company where he graduated from the GE Financial Management Program in 1975 and holds an M.B.A. degree from Fairleigh Dickinson University, a B.S. degree in industrial economics from Union College, and a certificate from Cal State Fullerton in client-server technology.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit

 

Description


99.1   Press release of IMPCO Technologies, Inc. dated April 12, 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 13, 2005   By:  

/s/ Mariano Costamagna


        Mariano Costamagna
        Chief Executive Officer
EX-99.1 2 dex991.htm PRESS RELEASE DATED APRIL 12, 2005 Press release dated April 12, 2005

Exhibit 99.1

 

IMPCO Technologies Announces Resignation of Chief Financial Officer

 

CERRITOS, Calif., April 12, 2005 /PRNewswire-FirstCall/ — IMPCO Technologies Inc. (Nasdaq: IMCO), announced today that Nickolai A. Gerde, the company’s Chief Financial Officer and Treasurer, had resigned effective April 7, 2005 to pursue other opportunities. The company has commenced a search for Mr. Gerde’s replacement, but is pleased to announce that Richard T. Fogarty, the company’s Corporate Controller, will assume the role of interim principal financial officer.

 

Mr. Fogarty was appointed Corporate Controller of the company in November 2002. Prior to joining the company, Mr. Fogarty served for five years as Corporate Controller at STM Wireless, Inc. and, prior to STM Wireless Inc., held positions as Corporate Controller, Information Systems Director, and Financial Planning Director over a six-year period at MAI Systems Corporation. Mr. Fogarty began his career with the General Electric Company where he graduated from the GE Financial Management Program in 1975 and holds an M.B.A. degree from Fairleigh Dickinson University, a B.S. degree in industrial economics from Union College, and a certificate from Cal State Fullerton in client-server technology.

 

About IMPCO Technologies

 

IMPCO Technologies, Inc., along with its wholly owned subsidiary, BRC, S.r.l., is a leading source of advanced alternative fuel systems technology and components for internal combustion engines. Our products enable these engines to function using efficient, environmentally friendly gaseous fuels such as propane, natural gas and biogas. IMPCO/BRC products improve efficiency and performance while reducing emissions. IMPCO is a major supplier to original equipment manufacturers and the aftermarket in the bus and truck, industrial and power generation markets, as well as to the automotive aftermarket. BRC is a world leader in alternative fuel systems in the automobile and light transportation sectors. IMPCO and BRC support a global aftermarket through a network of more than 400 distributors and dealers, and 12 regional offices.

 

For further information, please contact Dale Rasmussen, Vice President, Investor Relations.

 

Phone: +1-206-315-8242

 

Fax: +1-206-315-8301

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