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REGISTRATION NO. 33- 56610
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMPCO TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 91-1039211
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
16804 GRIDLEY PLACE, CERRITOS, CALIFORNIA 90703 (562) 860-6666
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(Address and telephone number of Registrant's principal executive offices)
THOMAS M. COSTALES
IMPCO TECHNOLOGIES, INC.
16804 GRIDLEY PLACE
CERRITOS, CALIFORNIA 90703
(562) 860-6666
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(Name, address and telephone number of agent for service)
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COPIES TO:
WILLIAM G. PUSCH
DAVIS WRIGHT TREMAINE
2600 CENTURY SQUARE
1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101
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Approximate date of commencement of proposed sale to public: As soon as
practicable after this Post-Effective Amendment to the Registration Statement
becomes effective.
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If the only securities being registered on this form are to be offered pursuant
to dividend or interest reinvestment plans, check the following box. [ ]
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
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PURSUANT TO RULE 429(a), THE PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT
IS A COMBINED PROSPECTUS RELATING TO THE PROSPECTUS INCLUDED IN THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-2, REGISTRATION NO. 33-56610.
<PAGE>
PROSPECTUS
IMPCO TECHNOLOGIES, INC.
1,064,375 SHARES
COMMON STOCK
150,000
COMMON STOCK PURCHASE WARRANTS
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The 1,064,375 shares of Common Stock (the "Common Stock") of IMPCO Technologies,
Inc. (the "Company") being offered hereby are comprised of (i) 839,375 shares of
Common Stock issuable upon exercise by the holders of the Company's outstanding
Common Stock Purchase Warrants (the "Warrants"), (ii) 150,000 shares of Common
Stock issuable upon exercise by the holders of the Company's outstanding
Warrants to Purchase Shares (the "Representative's Stock Purchase Warrants"),
and (iii) 75,000 shares of Common Stock to be issued pursuant to 150,000 Common
Stock Purchase Warrants issuable upon exercise by the holders of the Company's
outstanding Warrants to Purchase Unit Warrants (the "Representative's Warrant
Purchase Warrants").
The 150,000 Common Stock Purchase Warrants being offered hereby are the Warrants
issuable upon exercise by the holders of the Representative's Warrant Purchase
Warrants.
The Common Stock and the Warrants are quoted on the Nasdaq National Market under
the symbols IMCO and IMCOW, respectively. On October 15, 1997, the last
reported sale price for the Common Stock was $11.38 per share and the last
reported price for the Warrants was $1.88 per Warrant.
THIS OFFERING INVOLVES CERTAIN RISKS.
SEE "RISK FACTORS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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Price to Number of Underwriting Proceeds to
Public Shares Discount Company (1)
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Per Share............ $7.50 914,375 -0- $7.50
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Per Share............ $6.25 150,000 -0- $6.25
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Total ................ $ 7,795,312 1,064,375 -0- $ 7,795,312
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(1)Before deducting expenses payable by the Company estimated at $10,000.
THE DATE OF THIS PROSPECTUS IS _____________, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, Washington D.C., as well as at the following regional offices:
Room 1400, 75 Park Place, New York, New York, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois. Copies of such material
can be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street N.W., Washington D.C. 20549, at prescribed rates. The
Commission maintains a website that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the website is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form S-3
(together with all amendments and exhibits thereto, referred to herein as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the regulations
of the Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by reference
in this Prospectus: (a) the Company's Annual Report on Form 10-K and Form
10-K/A for the year ended April 30, 1997; (b) the Company's Current Report on
Form 8-K dated September 15, 1997; (c) the Company's Quarterly Report on Form
10-Q for the period ended July 31, 1997; and (d) the Company's Proxy Statement
for the 1997 Annual Meeting of Stockholders. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus, and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that such statement is modified or replaced by a
statement contained in this Prospectus or in any other subsequently filed
document that also is or is deemed to be incorporated by reference into this
Prospectus. Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any and all
of the documents that have been or may be incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates). Requests for the foregoing
materials should be made to the Secretary, IMPCO Technologies, Inc., 708
Industry Drive, Seattle, Washington 98188; its telephone number is (206)
575-1594.
2
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THE OFFERING
THE COMMON STOCK . . . . . . . .(i) 839,375 shares issuable by the Company
upon exercise by the holders of the
1,678,750 outstanding Warrants. Two
Warrants entitle the holder to purchase,
at any time during the period ending
March 6, 1998, at 5:00 p.m. (California
time), one share of Common Stock at a
price of $7.50.
The Company has the right to call all of
the Warrants for redemption on 45 days'
prior written notice at a redemption
price of $0.10 per Warrant if the
closing price of the Common Stock
exceeds $11.25 during a period of at
least 20 of the 30 trading days
immediately preceding the notice of
redemption.
. . . . . . . . . . . . . . . .(ii) 150,000 shares issuable by the Company
upon exercise of the Representative's
Stock Purchase Warrants. One
Representative's Stock Purchase Warrant
entitles the holder to purchase, at any
time during the period ending March 9,
1998, at 3:00 p.m. (Denver time), one
share of Common Stock at a price of
$6.25.
The Representative's Stock Purchase
Warrants were issued to certain
underwriters in connection with the
Company's sale of publicly offered Units
in March 1993.
. . . . . . . . . . . . . . . .(iii) 75,000 shares issuable by the Company
pursuant to 150,000 Warrants to be
issued by the Company upon exercise of
150,000 Representative's Warrant
Purchase Warrants. The terms of these
150,000 Warrants are described below
under "The Warrants."
The Representative's Warrant Purchase
Warrants were issued to certain
underwriters in connection with the
Company's sale of publicly offered Units
in March 1993.
THE WARRANTS . . . . . . . . . . . . 150,000 Warrants issuable by the Company
pursuant to 150,000 Representative's
Warrant Purchase Warrants. The purchase
price under the Representative's Warrant
Purchase Warrants is $0.001 per Warrant.
Two Warrants entitle the holder to
purchase, at any time during the period
ending March 6, 1998, at 5:00 p.m.
(California time), one share of Common
Stock at a price of $7.50.
The Company has the right to call all of
the Warrants for redemption on 45 days'
prior written notice at a redemption
price of $0.10 per Warrant if the
closing price of the Common Stock
exceeds $11.25 during a period of at
least 20 of the 30 trading days
immediately preceding the notice of
redemption.
The Representative's Warrant Purchase
Warrants were issued to certain
underwriters in connection with the
Company's sale of publicly offered Units
in March 1993.
USE OF PROCEEDS. . . . . . . . . . . The net proceeds to be received by the
Company upon exercise of the Warrants
and the Representative's Stock Purchase
Warrants will become part of the
Company's general funds and used to
repay bank borrowings and fund working
capital needs. See "Use of Proceeds."
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NASDAQ NATIONAL
MARKET SYMBOLS . . . . . . . . . . . Common Stock - IMCO
Warrants - IMCOW
CERTAIN FACTORS. . . . . . . . . . . See "Certain Factors" for a discussion
of certain factors that should be
considered in evaluating an investment
in the Common Stock and Warrants offered
hereby.
4
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THE COMPANY
The Company is one of the leading manufacturers of fuel equipment that
allows internal combustion engines to operate on gaseous alternative fuels,
primarily propane and natural gas. It designs, manufactures and markets a broad
line of products that are used in various applications, such as automotive
conversions, forklifts, and small portable to large stationary engines. These
products are designed for internal combustion engines ranging from 1 to 5,000
horsepower and its products are sold worldwide to distributors and original
equipment manufacturers.
The Company was incorporated in the State of Washington in 1978 and became
a Delaware corporation in 1985. The address of the Company's executive office
is 16804 Gridley Place, Cerritos, California 90703, and its telephone number is
(562) 860-6666.
CERTAIN FACTORS
Investment in the Common Stock and Warrants offered hereby is subject to
certain risks. Prospective investors should review carefully this entire
Prospectus and consider the risks of investment, including the following:
DELAY IN IMPLEMENTATION OF GOVERNMENT REGULATIONS. The market for
alternative fueled vehicles and the demand for the Company's products are, to a
significant degree, driven b local, state and federal regulation sin the United
States related to air quality and requiring conversion of motor vehicles to
alternative fuels. The Company's international business is also affected by
similar foreign governmental regulations. Delays in implementing these
regulations could have an unfavorable impact on the Company.
DEPENDENCE ON ALTERNATIVE FUEL MARKET. Although the Company believes that
there will be substantial growth in the market for alternative fueled engines,
especially among fleet vehicle owners, there can be no assurance that such
growth will materialize or, if such growth does occur, that it will result in
increased sales of the Company's products. The Company's products are designed
for gaseous alternative fueled vehicles, but not for alternative fuels such as
electricity, reformulated gasoline, methanol and ethanol. If the major growth
in the alternative fuel market is for such fuels, the Company will be adversely
affected. At present, the lack of a well-developed infrastructure for the
supply of alternative fuels is limiting growth in the alternative fuel engine
market. Such an infrastructure is necessary for widespread use of alternative
fuels.
DEPENDENCE ON NEW PRODUCTS. The Company believes that its future success
is dependent upon its ability to design and market new fuel management products
as well as enhance its existing products. It believes that the markets for its
products will be characterized by rapidly changing technology, new product
introductions and the entry of new competitors. The Company's ability to
enhance existing products in a timely manner and to develop and introduce new
products that incorporate new technologies, conform to increasingly stringent
emission standards and achieve market acceptance in a timely manner will
significantly affect its future performance.
FLUCTUATIONS IN OPERATING RESULTS. The Company's operating results are
subject to annual and quarterly fluctuations as a result of a variety of
factors, including without limitation, budget cycles and funding arrangements of
governmental agencies, purchasing cycles of fleet operators, the uncertainty of
timing of deliveries of vehicles to be upfitted, the timing of implementation of
government regulations promoting alternative fuel vehicles, as well as general
economic factors.
RISK OF INTERNATIONAL OPERATIONS. The Company operates in Europe and
Australia and markets its products and technologies in other international
markets, including both industrialized and developing countries. The Company's
international operations are subject to various risks common to international
activities, such as exposure to currency fluctuations, the inherent difficulty
of administering business abroad and the need to comply with a wide variety of
foreign import and United States export laws. The Company's competitiveness in
overseas markets may be negatively impacted when there is a significant increase
in the value of the dollar against foreign currencies where the Company does
business.
5
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COMPETITION. The Company believes that competition in the alternative fuel
engine marketplace is increasing, particularly in the growing market for propane
and natural gas fueled vehicle products. Many of the current competitors and
potential future competitors are large, well-financed companies, with financial
and marketing resources and research and development capabilities that are
substantially larger than those of the Company.
ENTRY OF ORIGINAL EQUIPMENT MANUFACTURERS INTO MARKET. As the market for
alternative fueled vehicles increases, original equipment manufacturers may find
it advantageous to develop and produce their own fuel management equipment
rather than purchasing such equipment from suppliers such as the Company. If
this occurs, the demand for the Company's products could be adversely impacted.
ABILITY TO MEET OEM SPECIFICATIONS. In 1995 the Company began to offer
complete alternative fuel systems, which include tanks, brackets, electronics
and all other under-hood components required to convert a motor vehicle to
alternative fuels. Customers for such systems require that they meet OEM
standards. These requirements have resulted in increased development,
manufacturing, warranty and administrative costs. If these costs increase
significantly, the Company's profitability could be adversely affected.
DEPENDENCE ON QUALIFIED PERSONNEL. The Company is dependent upon a limited
number of key management and technical personnel. In addition, as products
become complex the Company's future success will depend in part upon its ability
to attract and retain highly qualified personnel.
INCREASED WARRANTY CLAIMS. Vehicle manufacturers are, in response to
consumer demand, providing increasingly longer warranty periods for their
products. Suppliers, such as the Company, are required to provide
correspondingly longer product warranties. Consequently, the Company could
incur substantially greater warranty claims in the future.
NEED TO COMPLY WITH GOVERNMENTAL REGULATIONS. The Company must obtain
product certification from governmental agencies such as the Environmental
Protection Agency and the California Air Resources Board to sell certain of its
products in the United States automotive markets. A substantial portion of the
Company's future sales will depend upon sales of fuel management products that
are certified to meet existing and future air quality and energy standards.
Although the Company believes its technologies will permit its existing and new
products to meet these standards, there can be no assurance that this will
occur.
ABILITY TO SECURE FUTURE DEVELOPMENT CONTRACTS. The Company has obtained
funding under development contracts with original equipment manufacturers (OEM)
and governmental agencies to develop specified products. There can be no
assurance that such funding will be obtainable in the future, the lack of which
may significantly impact the Company's ability to develop and market new
products and technologies.
PRODUCT LIABILITY. Although the Company carries and plans to continue to
carry product liability insurance, there can be no assurance that such coverage
is adequate or that adequate coverage will continue to be available or, if
available, that it will be available at an acceptable cost.
EXTENSION OF WARRANT EXPIRATION DATE
The Warrants were to expire on March 9, 1996, at 5:00 p.m. (California
time). The Board of Directors has extended the expiration date twice. The
current expiration date is March 6, 1998, at 5:00 p.m. (California time).
USE OF PROCEEDS
The proceeds to be received by the Company from the sale of the Common
Stock and Warrants offered hereby are estimated to be $7,795,462, assuming
(i) exercise of all of the presently outstanding 1,678,750 Warrants,
(ii) exercise of all of the presently outstanding 150,000 Representative's Stock
Purchase Warrants and (iii) issuance of 150,000 Warrants upon exercise of all of
the presently outstanding 150,000 Representative's Warrant Purchase Warrants and
exercise of all such 150,000 Warrants. The net proceeds of this offering will
become part of the Company's general funds and will be used to repay bank
borrowings and fund working capital needs.
6
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DIVIDEND POLICY
The Company has never paid dividends on its Common Stock. It intends to
retain future earnings to finance the operation and expansion of its business
and does not anticipate paying cash dividends in the foreseeable future.
The holders of the Company's 1993 Series 1 Preferred Stock are entitled to
cumulative cash dividends in preference to the Common Stock in an amount
equivalent to interest at an annual rate per share (based on a deemed value of
$1,000 per share) equal to the bank prime rate of interest, plus 1.5%, up to an
amount not to exceed $105 per share and not less than $80 per share. See
"Description of Capital Stock - Preferred Stock." As of April 30, 1997, 5,950
shares of the 1993 Series 1 Preferred Stock were outstanding.
DILUTION
The net tangible book value of common stockholders' equity as of April 30,
1997 was $6,929,716, or $1.19 per share. Net tangible book value per share
represents the amount of the Company's total tangible assets (total assets less
intangible assets, total liabilities and the liquidation preference of preferred
stock) divided by the number of shares of Common Stock outstanding. Net
tangible book value dilution represents the difference between the amount per
share paid by purchasers in this offering and the pro forma net tangible book
value per share after the offering.
Without taking into account any changes in tangible book value after April
30, 1997, except to give pro forma effect to the sale by the Company of the
Common Stock and Warrants in this offering (914,375 shares at an offering price
of $7.50, 150,000 shares at an offering price of $6.25 per share, and issuance
of 150,000 Warrants pursuant to the Representative's Warrant Purchase Warrants
at a purchase price of $0.001 per Warrant) and with assumed net proceeds to the
Company of $7,785,462, the pro forma net tangible book value of the common
stockholders' equity at April 30, 1997 would have been $14,715,178, or $2.13 per
share of Common Stock. This represents an immediate increase in net tangible
book value of $0.94 per share to existing common stockholders and an immediate
dilution to purchasers in this offering of $5.37, or 72% per share for the
shares sold at $7.50 and $4.12, or 66% per share for the shares sold at $6.25.
The following table also assumes no exercise of any outstanding options or
warrants other than the Warrants.
Public offering price per share. . . . . . . . . . . . $ 7.50 $ 6.25
Net tangible book value
per share before this offering . . . . . . $1.19
Increase per share attributable
to new investors . . . . . . . . . . . . .94
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Pro forma net tangible book value per share
after this offering. . . . . . . . . . . . . . . . . . . 2.13 2.13
---- ----
Net tangible book value dilution per share
to purchasers in this offering . . . . . . . . . . . . $ 5.37 $ 4.12
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PRICE RANGE OF COMMON STOCK AND WARRANTS
The Company's Common Stock and Warrants are traded on the NASDAQ National Market
under the symbols "IMCO" and "IMCOW," respectively. The following are the range
of high and low sales prices for each quarterly period within the two most
recent fiscal years and for each subsequent full quarterly period, in each case
as reported by NASDAQ. The prices reflect inter-dealer prices and do not
reflect retail mark-up, mark-down or commissions.
COMMON STOCK
Fiscal year 1996 Fiscal year 1997 Fiscal Year 1998(1)
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Quarter Ended High Low High Low High Low
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July 31 $12-3/8 $8-1/2 $11-1/8 $8 $10 6-7/8
October 31 13-3/4 8-3/8 9-7/8 6
January 31 9-7/8 7-1/2 10-7/8 5-3/4
April 30 9-1/2 7-3/4 11-7/8 7-1/2
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WARRANTS
Fiscal year 1996 Fiscal year 1997 Fiscal Year 1998(1)
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Quarter Ended High Low High Low High Low
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July 31 2-7/16 1-1/4 1-15/16 1 1-11/16 1
October 31 3-5/16 1 1-5/16 7/16
January 31 1-13-16 1 2-1/16 13/32
April 30 1-1/2 15/16 2-1/4 1-3/16
- ----------------------------
(1) For a current price, see the cover page of this Prospectus.
As of October 14, 1997, there were approximately 805 recordholders of
the Common Stock and approximately 11 recordholders of the Warrants.
DESCRIPTION OF CAPITAL STOCK
Capital stock of the Company consists of 25,000,000 shares of Common Stock
and 500,000 shares of Preferred Stock.
COMMON STOCK
As of September 30, 1997 there were 5,814,587 shares of Common Stock
outstanding. In addition, there were 1,121,583 shares of Common Stock issuable
upon the conversion of the 1993 Series 1 Preferred Stock, warrants outstanding
to purchase 1,231,042 shares of Common Stock, and options outstanding to
purchase 966,061 shares of Common Stock.
Each holder of Common Stock is entitled to one vote per share on all
matters that properly come before the stockholders. Except as required by law,
the holders of Common Stock and 1993 Series 1 Preferred Stock vote together and
not as separate classes. In elections of directors, holders of shares of Common
Stock and Preferred Stock are not entitled to cumulative voting. The Common
Stock is neither redeemable nor convertible, and the holders of Common Stock
have no preemptive rights to purchase any securities of the Company. Holders of
Common Stock are entitled to receive dividends out of funds legally available
therefor when, as and if declared by the Board of Directors. All shares of
Common Stock have equal rights, on a share for share basis, to receive pro rata
the net assets of the Company upon liquidation or dissolution.
PREFERRED STOCK
The Company is authorized to issue the Preferred Stock in series to be
designated by the Board of Directors. Material provisions describing the terms
of any series of Preferred Stock which may be issued in the future, such as
dividend rate, conversion features, voting rights, redemption rights and
liquidation preferences, are determined by the Board of Directors of the Company
at the time of issuance. The right of the Board of Directors to issue such
Preferred Stock may adversely affect the rights of the holders of Common Stock
and also could be used by the Company as a means of resisting a change of
control of the Company.
As of September 30, 1997, there were 5,950 shares of Preferred Stock
outstanding, designated as the "1993 Series 1 Preferred Stock".
TRANSFER AND WARRANT AGENT
The Transfer Agent for the Company's Common Stock and the Warrant Agent for
the Warrants is ChaseMellon Shareholder Services, L.L.C., Ridgefield, New
Jersey.
8
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
As of September 30, 1997, the Company had 5,814,587 shares of Common Stock
outstanding, all of which may be traded without restriction or further
registration except for shares held by affiliates of the Company. Shares held
by such affiliates are subject to certain resale limitations imposed by Rule 144
under the Securities Act of 1933, as amended.
In general, under Rule 144 a person who may be deemed to be an "affiliate"
of the Company, as that term is defined in Rule 144, is entitled to sell, within
any three-month period, a number of shares beneficially owned by such person in
such amount that does not exceed the greater of (i) one percent of the then
outstanding shares of Common Stock, or (ii) the average weekly trading volume in
the Common Stock during the four calendar weeks preceding such sales. Sales
under Rule 144 are also subject to certain requirements as to the manner of
sales, notice of sale and the availability of current public information about
the Company. A person who is not an affiliate and has beneficially owned shares
of Common Stock for at least one year is entitled to sell them without regard to
the volume, manner of sale or notice requirements.
As of September 30, 1997, 1,231,042 and 966,061 shares of Common Stock were
issuable upon exercise of outstanding warrants and options, respectively. Of
those shares, 1,766,187 are currently exercisable at a weighted average exercise
price of $7.27 per share. In addition, 1,121,583 shares of Common Stock are
issuable at conversion prices of $5.30 under the 1993 Series 1 Preferred Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock and Warrants offered
hereby will be passed upon for the Company by Davis Wright Tremaine LLP, 2600
Century Square, 1501 Fourth Avenue, Seattle, Washington 98101.
EXPERTS
The consolidated financial statements (including schedules) appearing in
the IMPCO Technologies, Inc. Annual Report (Form 10-K) for the year ended April
30, 1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFERING BEING MADE HEREBY NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Certain Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Extension of Warrant Expiration Date . . . . . . . . . . . . . . . . . . . .6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Price Range of Common Stock and Warrants . . . . . . . . . . . . . . . . . .7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . .8
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
IMPCO TECHNOLOGIES, INC.
1,064,375 SHARES
COMMON STOCK
AND
150,000
COMMON STOCK
PURCHASE WARRANTS
---------------
PROSPECTUS
---------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets for the estimated costs and expenses payable by
the Registrant in connection with the sale of the Common Stock being registered
hereby.
Legal fees and expenses. . . . . . . . . . . . . .5,500
Auditors' fees and expenses. . . . . . . . . . . .3,500
Miscellaneous expenses . . . . . . . . . . . . . .1,000
Total. . . . . . . . . . . . . . . . . . . . . .$10,000
---------
---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
Article IX of the Registrant's By-Laws requires indemnification to the full
extent permitted under Delaware law as from time to time in effect. Subject to
any restrictions imposed by Delaware law, the Registrant's By-Laws provide a
right to indemnification for all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) actually and reasonably incurred by any person in connection
with any actual or threatened proceeding (including, to the extent permitted by
law, any derivative action) by reason of the fact that such person is or was
serving as a director or officer of the Registrant or that, being or having been
such a director or officer or an employee of the Registrant, such person is or
was serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including an employee benefit plan. The Registrant's By-Laws also
provide that the Registrant may, by action of its Board of Directors, provide
indemnification to its employees or agents with the same scope and effect as the
foregoing indemnification of directors and officers.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful repurchases or redemptions, or (iv)
any transaction from which the director derived an improper personal benefit.
Article 11 of the Registrant's Certificate of Incorporation provides that
to the full extent that the Delaware General Corporation Law, as it now exists
or may hereafter be amended, permits the litigation or elimination of the
liability of directors, a director of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of duty as a
director. Any amendment or repeal of such Article 11 will not adversely affect
any right or protection of a director of the Registrant for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal. The affirmative vote of 80% of the voting stock of the Registrant is
required to
<PAGE>
amend or repeal, or to adopt any provision inconsistent with, such Article 11.
The Delaware General Corporation Law and the Registrant's Certificate of
Incorporation may have no effect on claims arising under the federal securities
laws.
ITEM 16. EXHIBITS
5 Opinion of Davis Wright Tremaine LLP as to the legality of
securities being registered, including Consent
23.1 Consent of Davis Wright Tremaine LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it as against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
rule 424 (b) (1) or (4), or 497 (h) under the Securities Act of 1933
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(5) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
<PAGE>
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cerritos, State of California, on October 15, 1997.
IMPCO Technologies, Inc.
By /s/ Robert M. Stemmler
------------------------------------
Robert M. Stemmler
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints Thomas M. Costales and Dale L. Rasmussen, and each of them, with full
power of substitution and full power to act without the other, as his true and
lawful attorney-in-fact and agent to act in his name, place and stead and to
execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.
<PAGE>
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
below on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
President, Chief Executive
Officer and Director
/s/ Robert M. Stemmler [Principal Executive Officer] October 15, 1997
-------------------------
Robert M. Stemmler
Treasurer and Chief Financial
Officer
/s/ Thomas M. Costales [Principal Financial Officer] October 15, 1997
-------------------------
Thomas M. Costales
Chairman of the Board
/s/ Rawley F. Taplett of Directors and Director October 15, 1997
-------------------------
Rawley F. Taplett
/s/ Peter B. Bensinger Director October 15, 1997
-------------------------
Peter B. Bensinger
/s/ Norman L. Bryan Director October 15, 1997
-------------------------
Norman L. Bryan
/s/ V. Robert Colton Director October 15, 1997
-------------------------
V. Robert Colton
Director October __, 1997
-------------------------
Paul Mlotok
* Director October 15, 1997
-------------------------
Don J. Simplot
* Director October 15, 1997
-------------------------
Douglas W. Toms
/s/ W. Brian Olson Controller October 15, 1997
-------------------------
W. Brian Olson
*By /s/ Dale L. Rasmussen
-------------------------
Dale L. Rasmussen,
as attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD]
October 16, 1997
IMPCO Technologies, Inc.
16804 Gridley Place
Cerritos, California 90703
Gentlemen:
In connection with Post-Effective Amendment No. 4 to Form S-3 (Registration
No. 33-56610) (the "Registration Statement"), filed on October 16, 1997 by IMPCO
Technologies, Inc. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), you have
requested us to furnish our opinion as to the legality of the shares of Common
Stock (the "Common Stock") and the Warrants (the "Warrants") being registered
thereunder.
We have examined the Registration Statement, the Certificate of
Incorporation, as amended, and Bylaws of the Company, certain records of the
Company's proceedings as reflected in its minute books, and the originals, or
certified, conformed or reproduction copies, of such other documents,
certificates and records as we have deemed relevant or necessary as the basis
for the opinions hereinafter expressed. In rendering our opinion, we have
assumed the genuineness of all signatures on original or certified copies, the
authenticity of documents, certificates and records submitted to us as
originals, the conformity to original or certified copies of all copies
submitted to us as certified or reproduction copies, the legal capacity of all
natural persons executing documents, certificates and records, and the
completeness and accuracy as of the date of this opinion letter of the
information contained in such documents, certificates and records.
Based on the foregoing, we are of the opinion that the Common Stock and
Warrants have been duly authorized and when the Common Stock is issued and
delivered by the Company and paid for as contemplated by the Registration
Statement, it will be legally and validly issued, fully paid and nonassessable,
and when the Warrants are issued they will be legally and validly issued.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Act.
Very truly yours,
Davis Wright Tremaine LLP
/s/ Davis Wright Tremaine LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 4 to the Registration Statement (Form S-3,
No.33-56610) and related Prospectus of IMPCO Technologies, Inc. for the
registration of 1,064,375 shares of its common stock and 150,000 warrants to
purchase its common stock and to the incorporation by reference therein of our
report dated June 27, 1997 except for Note 14 as to which the date is August 11,
1997, with respect to the consolidated financial statements and schedule of
AirSensors, Inc. included in its Annual Report (Form 10-K) for the year ended
April 30, 1997 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Los Angeles, California
October 14, 1997
