-----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, Bndt00nuYappKlmHHoEPWJf/fHVaEhZDGy1vL+jqSU65d3dUPBiNzT6e7l3B9O24 /mp82SbakdgGZoZ4BdlY/g== 0001193125-05-179722.txt : 20050902 0001193125-05-179722.hdr.sgml : 20050902 20050902131008 ACCESSION NUMBER: 0001193125-05-179722 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050902 DATE AS OF CHANGE: 20050902 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15143 FILM NUMBER: 051067023 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 10-Q/A 1 d10qa.htm FORM 10-Q AMENDMENT NO. 1 Form 10-Q Amendment No. 1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1 to the

 

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2005,

 

or

 

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                      to                     

 

Commission File No. 001-15143

 

IMPCO Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   91-1039211
(State of Incorporation)   (IRS Employer I.D. No.)

 

16804 Gridley Place, Cerritos, CA   90703
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (562) 860-6666

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x    No ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes x    No ¨

 

Number of shares outstanding of each of the issuer’s classes of common stock, as of August 3, 2005:

 

28,620,446 shares of common stock, $.001 par value per share.

 



Explanatory Note

 

This amendment to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the “Form 10-Q”) has been filed solely to amend and restate in their entirety Exhibits 31.1 and 31.2 to the Form 10-Q. No other changes have been made to the Form 10-Q or any other exhibit thereto.


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 thereunto duly authorized.

 

        IMPCO TECHNOLOGIES , INC.

Date: September 2, 2005

     

By:

 

/s/ Thomas M. Costales

               

Thomas M. Costales

Interim Chief Financial Officer and Treasurer

[Authorized Signatory]

EX-31.1 2 dex311.htm CERTIFICATION OF CEO Certification of CEO

EXHIBIT 31.1

 

CERTIFICATION

 

I, Mariano Costamagna, certify that:

 

I have reviewed this quarterly report on Form 10-Q of IMPCO Technologies, Inc. (“IMPCO”);

 

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of IMPCO as of, and for, the periods presented in this report;

 

IMPCO’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for IMPCO and we have:

 

  a) designed such disclosure controls, or caused such disclosure controls and procedures to be designed under our supervision, and procedures to ensure that material information relating to IMPCO, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b) designed such internal controls over financial reporting, or caused such internal financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of IMPCO’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in IMPCO’s internal control over financial reporting that occurred during IMPCO’s most recent fiscal quarter (IMPCO’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, IMPCO’s internal control over financial reporting; and

 

IMPCO’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to IMPCO’s auditors and the audit committee of IMPCO’s board of directors (or persons performing the equivalent functions):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect IMPCO’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in IMPCO’s internal control over financial reporting.

 

Date: September 2, 2005

       
         /s/ MARIANO COSTAMAGNA
       

Mariano Costamagna

President and Chief Executive Officer

EX-31.2 3 dex312.htm CERTIFICATION OF CFO Certification of CFO

EXHIBIT 31.2

 

CERTIFICATION

 

I, Thomas M. Costales, certify that:

 

I have reviewed this quarterly report on Form 10-Q of IMPCO Technologies, Inc. (“IMPCO”);

 

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of IMPCO as of, and for, the periods presented in this report;

 

IMPCO’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for IMPCO and we have:

 

  a) designed such disclosure controls, or caused such disclosure controls and procedures to be designed under our supervision, and procedures to ensure that material information relating to IMPCO, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b) designed such internal controls over financial reporting, or caused such internal financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of IMPCO’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in IMPCO’s internal control over financial reporting that occurred during IMPCO’s most recent fiscal quarter (IMPCO’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, IMPCO’s internal control over financial reporting; and

 

IMPCO’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to IMPCO’s auditors and the audit committee of IMPCO’s board of directors (or persons performing the equivalent functions):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect IMPCO’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in IMPCO’s internal control over financial reporting.

 

 

Date: September 2, 2005

       
         /s/ THOMAS M. COSTALES
       

Thomas M. Costales

Interim Chief Financial Officer and Treasurer

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