<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 (Fee required)
For the fiscal year ended March 31, 1997
or
[ ] Transition report pursuant to Section 15 (d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from __________ to __________.
Commission File No. 0-16115
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
IMPCO Investment and Tax Savings Plan
c/o AirSensors, Inc.
16804 Gridley Place
Cerritos, CA 90703
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
AirSensors, Inc.
16804 Gridley Place
Cerritos, CA 90703
Page 1
<PAGE>
Financial Statement Filed as Part of This Report:
PAGE
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Net Assets Available for Benefits. . . . . . . . . . . . . . . 5
Statements of Changes in Net Assets Available for Benefits . . . . . . . . . 7
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . .10
Supplemental Schedules:
Schedule of Assets Held for Investment . . . . . . . . . . . . . . . . .19
Schedule of Reportable Transactions. . . . . . . . . . . . . . . . . . .20
SIGNATURES
The PLAN. Pursuant to the requirement of the Securities Exchange Act of
1934, the Administrative Committee of the IMPCO Investment and Tax Savings Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
September 29, 1997
IMPCO INVESTMENT AND TAX
SAVINGS PLAN
By /s/ DON DOMINIC
---------------------------------------
Don Dominic
Plan Administrator
Page 2
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. PAGE
23.1 Consent of Ernst & Young LLP 21
Page 3
<PAGE>
Report of Independent Auditors
IMPCO Technologies, Inc. as
Plan Administrator of
The IMPCO Investment and Tax Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the IMPCO Investment and Tax Savings Plan as of March 31, 1997 and 1996, and
the related statements of changes in net assets available for benefits for each
of the three years in the period ended March 31, 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
March 31, 1997 and 1996, and the changes in its net assets available for
benefits for each of the three years in the period ended March 31, 1997, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of March 31, 1997, and of reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for benefits
and changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Ernst & Young LLP
Los Angeles, California
September 23, 1997
Page 4
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1997
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Prudential Prudential Special
Money Market Prudential Prudential Company Allocation Government Money
Series Utility Fund Equity Fund Fund Strategy Income Fund Market
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
At fair value-
Interest based accounts $ 305,998 $ - $ - $ - $ - $ - $ -
Pooled investments - 659,243 767,069 557,256 328,481 158,123 140,501
Participant notes receivable - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investments 305,998 659,243 767,069 557,256 328,481 158,123 140,501
Contributions receivable from
participants and employer - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net assets available for plan benefits $ 305,998 $ 659,243 $ 767,069 $ 557,256 $ 328,481 $ 158,123 $ 140,501
----------- ----------- ----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ----------- ----------- ------------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Prudential Advisor Advisor
Government Growth Equity
Money Market AirSensors Inc. Opportunities Income
Private Shares Stock Fund Fund Loan Fund Total
-------------- -------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
At fair value-
Interest based accounts $ - $ - $ - $ - $ - $ 305,998
Pooled investments 5,239 45,052 135,061 44,196 - 2,840,221
Participant notes receivable - - - - 251,338 251,338
----------- ----------- ----------- ----------- ----------- -----------
Total investments 5,239 45,052 135,061 44,196 251,338 3,397,557
Contributions receivable from
participants and employer - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits $ 5,239 $ 45,052 $ 135,061 $ 44,196 $ 251,338 $3,397,557
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
Page 5
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1996
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Prudential Prudential Special
Money Market Prudential Prudential Company Allocation Government Money
Series Utility Fund Equity Fund Fund Strategy Income Fund Market
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
At fair value-
Interest based accounts $ 273,085 $ - $ - $ - $ - $ - $ -
Pooled investments - 547,778 668,436 432,903 307,970 140,539 134,533
Participant notes receivable - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investments 273,085 547,778 668,436 432,903 307,970 140,539 134,533
Contributions receivable from
participants and employer - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net assets available for plan benefits $ 273,085 $ 547,778 $ 668,436 $ 432,903 $ 307,970 $ 140,539 $ 134,533
----------- ----------- ----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ----------- ----------- ------------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Prudential Advisor Advisor
Government Growth Equity
Money Market AirSensors Inc. Opportunities Income
Private Shares Stock Fund Fund Loan Fund Total
-------------- -------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
At fair value-
Interest based accounts $ - $ - $ - $ - $ - $ 273,085
Pooled investments 6,500 21,842 35,280 12,376 - 2,308,157
Participant notes receivable - - - - 245,350 245,350
----------- ----------- ----------- ----------- ----------- -----------
Total investments 6,500 21,842 35,280 12,376 245,350 2,826,592
Contributions receivable from
participants and employer - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits $ 6,500 $ 21,842 $ 35,280 $ 12,376 $ 245,350 $2,826,592
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
Page 6
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
Year ended March 31, 1997
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Prudential Prudential Special
Money Market Prudential Prudential Company Allocation Government Money
Series Utility Fund Equity Fund Fund Strategy Income Fund Market
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation
(depreciation) in fair value of
investments $ (2,120) $ 32,773 $ 8,723 $ 6,113 $ (20,515) $ (5,471) $ (60)
Investment income 12,855 69,146 83,817 85,296 37,342 9,602 6,540
Loan interest income 3,754 4,540 3,324 3,955 3,650 803 -
Contributions:
Participants 55,959 70,587 102,676 86,040 41,321 11,643 -
Employer 21,095 13,245 22,695 18,120 8,715 1,074 -
Loan repayments 19,314 26,099 17,491 22,870 20,004 4,281 -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total additions 110,857 216,390 238,726 222,394 90,517 21,932 6,480
Deductions from net assets attributed to:
Benefits paid to participants (55,033) (81,824) (115,904) (75,697) (54,748) (3,097) (512)
Loans to participants (22,911) (23,101) (24,189) (22,344) (15,258) (1,251) -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total deductions (77,944) (104,925) (140,093) (98,041) (70,006) (4,348) (512)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers 32,913 111,465 98,633 124,353 20,511 17,584 5,968
Interfund transfers, net - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 32,913 111,465 98,633 124,353 20,511 17,584 5,968
Net assets available for benefits
at beginning of year 273,085 547,778 668,436 432,903 307,970 140,539 134,533
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $ 305,998 $ 659,243 $ 767,069 $ 557,256 $ 328,481 $ 158,123 $ 140,501
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Prudential Advisor Advisor
Government Growth Equity
Money Market AirSensors Inc. Opportunities Income
Private Shares Stock Fund Fund Loan Fund Total
-------------- -------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation
(depreciation)
in fair value of investments $ (33) $ (2,303) $ 7,009 $ 897 $ - $ 25,013
Investment income 291 - 5,527 1,285 - 311,701
Loan interest income - 652 413 143 - 21,234
Contributions:
Participants - 14,171 109,321 36,475 - 528,193
Employer - 7,914 6,024 5,525 - 104,407
Loan repayments - 2,924 2,057 763 (115,803) 0
----------- ----------- ----------- ----------- ----------- -----------
Total additions 258 23,358 130,351 45,088 (115,803) 990,548
Deductions from net assets attributed to:
Benefits paid to participants (1,289) (148) (4,461) (13,183) (13,687) (419,583)
Loans to participants (230) - (26,109) (85) 135,478 -
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (1,519) (148) (30,570) (13,268) 121,791 (419,583)
----------- ----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers (1,261) 23,210 99,781 31,820 5,988 570,965
Interfund transfers, net - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) (1,261) 23,210 99,781 31,820 5,988 570,965
Net assets available for benefits
at beginning of year 6,500 21,842 35,280 12,376 245,350 2,826,592
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $ 5,239 $ 45,052 $ 135,061 $ 44,196 $ 251,338 $3,397,557
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
Page 7
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information
Year ended March 31, 1996
<TABLE>
<CAPTION>
Prudential Prudential Prudential
Government Small Prudential Prudential Special
Money Market Prudential Prudential Company Allocation Government Money
Series Utility Fund Equity Fund Fund Strategy Income Fund Market
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation)
in fair value of investments $ (562) $ 68,057 $ 85,629 $ 44,543 $ 17,563 $ 4,091 $ (225)
Investment income 14,239 25,304 28,287 18,867 22,842 8,308 10,465
Loan interest income 3,237 4,728 3,382 2,887 2,770 878 -
Contributions:
Participants 68,895 74,656 106,024 89,176 32,652 10,460 -
Employer 19,961 14,030 19,653 17,964 8,410 1,675 -
Loan repayments 15,394 24,291 16,783 15,555 12,990 4,131 -
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total additions 121,164 211,066 259,758 188,992 97,227 29,543 10,240
Deductions from net assets attributed to:
Benefits paid to participants (70,538) (25,928) (24,573) (13,323) (2,106) (405) (3,933)
Loans to participants (16,750) (45,269) (26,911) (37,410) (21,351) (12,007) (3,080)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total deductions (87,288) (71,197) (51,484) (50,733) (23,457) (12,412) (7,013)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net increase prior to interfund transfers 33,876 139,869 208,274 138,259 73,770 17,131 3,227
Interfund transfers, net (50,349) 4,028 72,855 16,665 14,813 - (86,188)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net increase (decrease) (16,473) 143,897 281,129 154,924 88,583 17,131 (82,961)
Net assets available for benefits
at beginning of year 289,558 403,881 387,307 277,979 219,387 123,408 217,494
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net assets available for benefits
at end of year $ 273,085 $ 547,778 $ 668,436 $ 432,903 $ 307,970 $ 140,539 $ 134,533
----------- ----------- ----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ----------- ----------- ------------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Prudential Advisor Advisor
Government Growth Equity
Money Market AirSensors Inc. Opportunities Income
Private Shares Stock Fund Fund Loan Fund Total
-------------- -------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation (depreciation)
in fair value of investments $ (65) $ (4,891) $ 841 $ (23) $ - $ 214,958
Investment income 475 - 486 57 - 129,330
Loan interest income - 104 6 6 - 17,998
Contributions:
Participants - 18,206 13,742 4,036 - 417,847
Employer - 5,704 1,892 702 - 89,991
Loan repayments - 616 29 30 (89,819) -
----------- ----------- ----------- ----------- ----------- -----------
Total additions 410 19,739 16,996 4,808 (89,819) 870,124
Deductions from net assets attributed to:
Benefits paid to participants (160) (7) - - (4,940) (145,913)
Loans to participants (4,222) - - - 167,000 -
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (4,382) (7) - - 162,060 (145,913)
----------- ----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers 3,972 19,732 16,996 4,808 72,241 724,211
Interfund transfers, net 2,324 - 18,284 7,568 - -
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) (1,648) 19,732 35,280 12,376 72,241 724,211
Net assets available for benefits
at beginning of year 8,148 2,110 - - 173,109 2,102,381
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $ 6,500 $ 21,842 $ 35,280 $ 12,376 $ 245,350 $2,826,592
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
Page 8
<PAGE>
IMPCO Investment and Tax Savings Plan
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information
Year ended March 31, 1995
<TABLE>
<CAPTION>
Prudential Prudential
Government Small Prudential Prudential
Money Market Prudential Prudential Company Allocation Government
Series Utility Fund Equity Fund Fund Strategy Income Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation
(depreciation) in fair value of
investments $ (67) $ (25,147) $ 29,804 $ 6,611 $ (806) $ (2,773)
Investment income 11,464 25,874 18,079 15,195 9,314 6,319
Loan interest income 1,126 3,662 2,147 1,184 1,977 617
Contributions:
Participants 68,695 89,683 72,129 76,376 29,870 10,485
Employer 16,993 20,874 18,378 16,338 8,937 2,540
Loan repayments 4,845 18,956 11,677 6,636 9,920 4,081
----------- ----------- ----------- ----------- ----------- -----------
Total additions 103,056 133,902 152,214 122,340 59,212 21,269
Deductions from net assets attributed to:
Benefits paid to participants (70,910) (23,736) (27,238) (13,591) (5,945) (7,597)
Loans to participants (24,631) (31,160) (24,465) (5,983) (22,994) (3,001)
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (95,541) (54,896) (51,703) (19,574) (28,939) (10,598)
----------- ----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers 7,515 79,006 100,511 102,766 30,273 10,671
Interfund transfers, net (5,886) (72,453) (112,464) (28,711) (22,885) 4,123
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 1,629 6,553 (11,953) 74,055 7,388 14,794
Net assets available for benefits
at beginning of year 287,929 397,328 399,260 203,924 211,999 108,614
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $ 289,558 $ 403,881 $ 387,307 $ 277,979 $ 219,387 $ 123,408
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Prudential Prudential
Special Government
Money Money Market AirSensors, Inc. Opportunities
Market Private Shares Stock Loan Fund Total
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net realized/unrealized appreciation
(depreciation) in fair value of
investments $ (6) $ (2) $ (61) $ - $ 7,553
Investment income 8,457 210 - - 94,912
Loan interest income - - - - 10,713
Contributions:
Participants - - 1,673 - 348,911
Employer - - 498 - 84,558
Loan repayments - - - (56,115) -
----------- ----------- ----------- ----------- ------------
Total additions 8,451 208 2,110 (56,115) 546,647
Deductions from net assets attributed to:
Benefits paid to participants (6,805) (2,542) - (6,808) (165,172)
Loans to participants (11,237) (709) - 124,180 -
----------- ----------- ----------- ----------- ------------
Total deductions (18,042) (3,251) - 117,372 (165,172)
----------- ----------- ----------- ----------- ------------
Net increase prior to interfund transfers (9,591) (3,043) 2,110 61,257 381,475
Interfund transfers, net 227,085 11,191 - - -
----------- ----------- ----------- ----------- ------------
Net increase (decrease) 217,494 8,148 2,110 61,257 381,475
Net assets available for benefits
at beginning of year - - - 111,852 1,720,906
----------- ----------- ----------- ----------- ------------
Net assets available for benefits
at end of year $ 217,494 $ 8,148 $ 2,110 $ 173,109 $ 2,102,381
----------- ----------- ----------- ----------- ------------
----------- ----------- ----------- ----------- ------------
</TABLE>
Page 9
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
1. DESCRIPTION OF THE PLAN
GENERAL
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
The IMPCO Investment and Tax Savings Plan (the Plan) is a defined contribution
plan which is qualified under Internal Revenue Service Code Section 401(k). The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan was adopted July 1, 1984. The Plan was amended on
October 14, 1988 to conform with the Tax Reform Act of 1986. In September 1993,
IMPCO Technologies, Inc. (the Company) amended the Plan to adopt, retroactive to
April 1, 1993, a Prudential Mutual Fund Management, Inc. "401(k)" Prototype
plan.
All employees of the Company employed on or before July 1, 1984, are eligible to
participate in the Plan. All other employees who are at least age twenty-one or
older are eligible to participate in the Plan on the first day of any calendar
month following one year of service with the Company.
The Board of Directors of the Company has appointed certain of its officers and
employees to act as an Administrative Committee. The Administrative Committee
is responsible for management and control of the operation and the
administration of the Plan. Prudential Mutual Fund Services, Inc. (PMFS) has
been engaged to perform certain administrative services (i.e., day-to-day
recordkeeping of the Plan) and provide assistance to the Administrative
Committee. The Prudential Bank and Trust Company (PBTC) is the trustee for the
Plan.
The Plan has an agreement with PBTC, whereby PBTC will maintain the
contributions deposited, as designated by the participants, in any one of eleven
separate funds which are described below. PMFS performs the recordkeeping for
each participant's account.
Page 10
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
CONTRIBUTIONS
Employees of the Company who elect to participate in the Plan may contribute
into the Plan not less than 1% nor more than 15% of compensation, as defined in
the Plan, each payroll period, up to a maximum of $9,500 annually in 1997
($9,500 in 1996). The Company's matching contributions are discretionary and
will match elective salary deferrals up to 1.8% of compensation.
"Rollover" contributions from other qualified plans are accepted by the Plan.
The Company does not match contributions of this type.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions and (b) Plan earnings.
Participant contributions and Company contributions are allocated into the
separate funds based on election by the participants while Plan earnings are
allocated based on the specific earnings of the separate fund. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future company contributions. The balance of forfeited nonvested accounts
was not material as of March 31, 1997 or 1996. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Participants may change the current allocation among their accounts at any time
through notification to PMFS. Upon reallocation, PMFS then notifies the Company
of any designated changes made to a participant's account. Participants may
also change the allocation of future participant and Company contributions.
Page 11
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants have a 100% nonforfeitable right to their "salary deferral account"
and "rollover account" (i.e., participant contributions plus actual earnings
thereon) upon withdrawal from the Plan. The Plan uses a graduated vesting
schedule for employer contributions and related earnings as follows:
Vested
Years of Service Percentage
---------------- ----------
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
The participant also becomes 100% vested when he or she reaches retirement age,
becomes disabled while employed by the Company, or upon death while employed by
the Company.
INVESTMENT OPTIONS
At March 31, 1997, the Plan has eleven types of funds to which contributions are
invested. Each fund has a unique investment strategy with various expected
rates of returns. A brief description of each investment fund follows:
PRUDENTIAL GOVERNMENT MONEY MARKET SERIES is a mutual fund account
maintained by Prudential Mutual Fund Management, Inc. The assets of this
account are invested principally in a diversified portfolio of short-term
money-market instruments issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
PRUDENTIAL UTILITY FUND is a mutual fund account maintained by Prudential
Mutual Fund Management, Inc. The assets of this account are invested
primarily in equity and debt securities of utility companies.
Page 12
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
1. DESCRIPTION OF THE PLAN (CONTINUED)
PRUDENTIAL EQUITY FUND is a mutual fund account maintained by Prudential
Mutual Fund Management, Inc. The assets of this account are invested
primarily in the common stock of major, established corporations as well as
in preferred stocks and bonds.
PRUDENTIAL SMALL COMPANY FUND is a mutual fund account maintained by
Prudential Mutual Fund Management, Inc. The assets of this account are
invested in a selected portfolio of common stocks which are generally
stocks of companies with market capitalizations less than $750,000,000.
PRUDENTIAL ALLOCATION STRATEGY is a mutual fund account maintained
by Prudential Mutual Fund Management, Inc. The assets of this account are
invested in portfolios consisting of money market instruments, debt
obligations and equity securities.
PRUDENTIAL GOVERNMENT INCOME FUND is a mutual fund account maintained by
Prudential Mutual Fund Management, Inc. The assets of this account are
invested primarily in U.S. Government securities, including U.S. Treasury
bills, notes, bonds, and other debt securities issued by the U.S. Treasury,
and obligations issued by or guaranteed by U.S. Government agencies or
instrumentalities. This fund may also write covered call options and
covered put options and purchase put and call options.
PRUDENTIAL SPECIAL MONEY MARKET is a mutual fund account maintained by
Prudential Mutual Fund Management, Inc. The assets of this account are
invested principally in a diversified portfolio of short-term money-market
instruments issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
PRUDENTIAL GOVERNMENT MONEY MARKET PRIVATE SHARES is a mutual fund account
maintained by Prudential Mutual Fund Management, Inc. The assets of this
account are invested principally in a diversified portfolio of short-term
money-market instruments issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
Page 13
<PAGE>
1. DESCRIPTION OF THE PLAN (CONTINUED)
AIRSENSORS, INC. STOCK is a special stock account maintained by Prudential
Mutual Fund Management, Inc. The assets of this account are invested
directly in the publicly-traded stock of AirSensors, Inc., the parent of
the Company.
FIDELITY ADVISOR EQUITY INCOME FUND is a mutual fund account maintained by
Prudential Mutual Fund Management. The assets of this account are invested
in portfolios consisting of stocks, bonds, convertible securities and
short-term investments.
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND is a mutual fund maintained by
Prudential Mutual Fund Management. The assets of this account are invested
primarily in the common stocks of major, established corporations as well
as in debt obligations and equity securities.
The loan fund is used to account for the amount participants have borrowed from
the Plan.
PARTICIPANT NOTES RECEIVABLE
Participants may borrow up to 50% of their vested interest from their fund
accounts subject to Plan restrictions. Participants may borrow a minimum of
$1,000, up to a maximum of $50,000. The loans are secured by the participants'
accounts and bear interest at a rate of 8.95%. The term of participant loans
may not exceed five years except under certain conditions as defined in the
Plan. Principal and interest are paid ratably through monthly payroll
deductions.
PAYMENT OF BENEFITS
Upon termination of service, participants are entitled to receive a distribution
of the vested portion of their account. Upon retirement, participants shall
receive a distribution of the entire vested value of their accounts.
Page 14
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
2. SUMMARY OF ACCOUNTING POLICIES
VALUATION OF INVESTMENTS AND INCOME RECOGNITION
Investments with PBTC are stated at fair value as determined by publicly-quoted
market price. The participant loans are recorded at cost which approximate fair
value. Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
ADMINISTRATIVE AND CONTRACT EXPENSES
Administrative and contract expenses are paid by the Company. During the year,
administrative expenses of approximately $14,000 ($16,000 and $25,000 in 1996
and 1995, respectively) were paid directly by the Company.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. INVESTMENTS
The Plan's investment information was furnished and certified by PMFS, as
applicable, in accordance with Section 2520.103.5 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. Investments of the Plan's net assets are as
follows:
Page 15
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
MARCH 31,
1997 1996
---------------------------
Investments at Fair Value as Determined by
Quoted Market Price:
Prudential Government Money Market Series * $ 305,998 $ 273,085
Prudential Utility Fund * 659,243 547,778
Prudential Equity Fund * 767,069 668,436
Prudential Small Company Fund * 557,256 432,903
Prudential Allocation Strategy 328,481 307,970
Prudential Government Income Fund 158,123 140,539
Prudential Special Money Market 140,501 134,533
Prudential Government Money Market
Private Shares 5,239 6,500
AirSensors, Inc. Stock 45,052 21,842
Fidelity Advisor Growth Opportunities Fund 135,061 35,280
Fidelity Advisor Equity Income Fund 44,196 12,376
---------- ----------
3,146,219 2,581,242
Investments at Estimated Fair Value
Participant Loans * 251,338 245,350
---------- ----------
Total investments $3,397,557 $2,826,592
---------- ----------
---------- ----------
* - Represents greater than 5% of the Plan's net assets.
4. INCOME TAX STATUS
The Internal Revenue Service has issued an opinion that the form of the
standardized prototype plan qualifies under section 401(k) of the Internal
Revenue Code (the Code) and is, therefore, exempt from federal income taxes
under section 501(a) of the Code. The Plan is required to operate in conformity
with the Code to maintain its qualification, and the Plan Administrator is not
aware of any events which would cause the Plan to become disqualified in
operation.
Page 16
<PAGE>
IMPCO Investment and Tax Savings Plan
Notes to Financial Statements
March 31, 1997
5. PLAN TERMINATION
It is the intent of the Company to continue the Plan; however, the Company
reserves the right to modify, suspend or terminate the Plan at any time subject
to the provisions of Employee Retirement Income Security Act. In the event of
plan termination, the participants become 100% vested, and the amounts in each
participant's account will be distributed as soon as administratively feasible,
following the date on which a distribution is requested or is otherwise payable.
6. PARTY-IN-INTEREST TRANSACTIONS
The records of the Plan indicate no party-in-interest transactions which are
prohibited by the Employee Retirement Income Security Act and for which no
statutory or administrative exemption exists.
7. NON-DISCRIMINATION TEST
The results of the non-discrimination test indicated that the highly compensated
employees of IMPCO exceeded the permitted maximum contributions for the year
ended March 31, 1997. IMPCO will arrange to pay refunds to the appropriate
individuals in order to comply with the Internal Revenue Code and the
regulations thereunder. Refunds are anticipated to be completed prior to March
31, 1998.
Page 17
<PAGE>
The IMPCO Investment and Tax Savings Plan
Supplemental Schedules
Page 18
<PAGE>
IMPCO Investment and Tax Savings Plan
Schedule of Assets Held for Investment Purposes
Year ended March 31, 1997
<TABLE>
<CAPTION>
Current
Identity of Issuer Description of Investment Cost Value
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REGISTERED INVESTMENT COMPANIES:
Prudential Bank and Trust Company* Prudential Government
Money Market Series/305,988 $307,283 $305,998
Prudential Bank and Trust Company* Prudential Utility Fund/62,666 $627,548 $659,243
Prudential Bank and Trust Company* Prudential Equity Fund/43,894 $672,731 $767,069
Prudential Bank and Trust Company* Prudential Small Company Fund/39,784 $521,058 $557,256
Prudential Bank and Trust Company* Prudential Allocation Strategy/28,067 $341,960 $328,481
Prudential Bank and Trust Company* Prudential Government
Income Fund/18,386 $163,282 $158,123
Prudential Bank and Trust Company* Prudential Special
Money Market/140,501 $140,630 $140,501
Prudential Bank and Trust Company* Prudential Government
Money Market Private Shares/5,239 $5,262 $5,239
Fidelity Investments Fidelity Advisor Growth
Opportunities Fund/3,805 $131,633 $135,061
Fidelity Investments Fidelity Advisor Equity
Income Fund/2,022 $43,500 $44,196
COMMON STOCK:
AirSensors, Inc.* Common Stock/5,461 $51,842 $45,052
LOANS
Participant's Promissory Notes* Interest rate of 8.95% - $251,338
* Indicates party in interest to the Plan
</TABLE>
Page 19
<PAGE>
IMPCO Investment and Tax Savings Plan
Schedule of Reportable Transactions
Year ended March 31, 1997
<TABLE>
<CAPTION>
Current
Value of
Asset on
Number of Number Purchase Transaction Net Gain
Identity of Party Involved Description of Investment Transactions of Shares Price Sale Price Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (i) - A SINGLE
TRANSACTION IN EXCESS OF 5%
OF PLAN ASSETS
None
CATEGORY (ii) - A SERIES OF
TRANSACTIONS (OTHER THAN
TRANSACTIONS RESPECTING
SECURITIES) IN EXCESS OF 5%
OF PLAN ASSETS
None
CATEGORY (iii) - A SERIES OF
AGGREGATED TRANSACTIONS IN
EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASSETS
# Prudential Bank and
Trust Company Prudential Utility Fund * * 195,651 195,651
* * 76,494 76,494 7,177
# Prudential Bank and
Trust Company Prudential Equity Fund * * 242,783 242,783
* * 86,419 86,419 9,021
# Prudential Bank and
Trust Company Fidelity Advisor
Equity Income Fund * * 155,027 155,027
* * 63,678 63,678 6,330
# Prudential Bank and
Trust Company Prudential Small
Company Fund * * 229,969 229,969
* * 87,846 87,846 7,689
# Prudential Bank and Prudential Government
Trust Company Money Market Series * * 101,978 101,978
* * 72,034 72,034 120
# Prudential Bank and Prudential Allocation * * 111,040 111,040
Trust Company Strategy * * 50,562 50,562 937
CATEGORY (iv) - A SINGLE
TRANSACTION (EXCLUDING
CERTAIN TEMPORARY INVESTMENTS)
INVOLVING SECURITIES FOR
WHICH A PRIOR OR SUBSEQUENT
CATEGORY (i) TRANSACTION HAS
OCCURRED DURING THE YEAR
None
</TABLE>
# Party in interest
* Information not readily available
Page 20
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-62889) pertaining to the IMPCO Investment and Tax Savings
Plan of our report dated September 23, 1997, with respect to the financial
statement and schedules of the IMPCO Investment and Tax Savings Plan included
in this Annual Report (Form 11-K) for the year ended March 31, 1997.
ERNST & YOUNG LLP
Los Angeles, California
September 29, 1997
Page 21
