<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
IMPCO Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
IMPCO TECHNOLOGIES, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 15, 1998
------------------------
IMPCO Technologies, Inc. will hold its Annual Meeting of Stockholders at the
Sheraton Cerritos Hotel Towne Center, 12725 Center Court Drive, Cerritos,
California 90703, on Thursday, October 15, 1998 at 1:30 p.m.
We are holding this meeting:
- To elect three directors for terms of three years;
- To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants; and
- To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on September 1, 1998, are
entitled to notice of and to vote at the meeting and any adjournment thereof.
The vote of each stockholder is important. Whether or not you plan to attend the
meeting, you are requested to date and sign the enclosed proxy card and return
it promptly.
By Order of the Board of Directors,
Dale L. Rasmussen
SECRETARY
Cerritos, California
September 10, 1998
<PAGE>
IMPCO TECHNOLOGIES, INC.
16804 GRIDLEY PLACE
CERRITOS, CALIFORNIA 90703
------------------------
PROXY STATEMENT
---------------------
INFORMATION REGARDING PROXIES
This Proxy Statement and the enclosed proxy are furnished in connection with
the solicitation of proxies by the Board of Directors of IMPCO Technologies,
Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held on
Thursday, October 15, 1998, at 1:30 p.m. at the Sheraton Cerritos Hotel Towne
Center, 12725 Center Court Drive, Cerritos, California 90703, and any
adjournment thereof.
These proxy materials are being mailed to stockholders commencing on or
about September 10, 1998. Expenses of solicitation of proxies will be paid by
the Company. Solicitation will be by mail. There may be telegraph, telephone or
personal solicitations by directors, officers, and employees of the Company
which will be made without paying them additional compensation. The Company will
request banks and brokers to solicit proxies from their customers and will
reimburse those banks and brokers for reasonable out-of-pocket costs for this
solicitation.
If the enclosed proxy is properly executed and returned, it will be voted in
accordance with the instructions specified thereon. In the absence of
instructions to the contrary, it will be voted (i) for all of the nominees for
the Company's Board of Directors listed in this Proxy Statement and (ii) for
ratification of the appointment of Ernst & Young LLP as the Company's
independent public accountants. If other matters come before the meeting, it
will be voted in accordance with the best judgment of the persons named as
proxies in the enclosed proxy. Execution of the proxy will not in any way affect
a stockholder's right to attend the meeting or prevent voting in person. A proxy
may be revoked at any time by delivering written notice to the Secretary of the
Company before it is voted.
Only stockholders of record at the close of business on September 1, 1998
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. The holders of shares of Common Stock and 1993 Series 1 Preferred Stock
representing one-third of the outstanding voting rights of the stockholders
entitled to vote at the Annual Meeting will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each consisting of
three Directors, with the three classes serving staggered three-year terms. The
Directors elected at the Annual Meeting will be elected for three-year terms.
Each Director will hold office until the first meeting of stockholders
immediately following expiration of his term of office and until his successor
is qualified and elected.
Although the Board of Directors anticipates that all of the nominees will be
available to serve as Directors of the Company, if any of them do not accept the
nomination, or otherwise are unwilling or unable to serve, the proxies will be
voted for the election of a substitute nominee or nominees designated by the
Board of Directors.
Directors are elected by a plurality of the votes cast by the holders of the
Common Stock and the 1993 Series 1 Preferred Stock present in person or
represented by proxy and entitled to vote at the Annual
1
<PAGE>
Meeting. Any shares not voted (whether by abstention, broker non-vote or votes
withheld) are not counted as votes cast for or against the nominees and will be
excluded from the vote.
INFORMATION ABOUT DIRECTORS
AND NOMINEES FOR ELECTION
The names and ages of the nominees and the other Directors, the year in
which each first became a director of the Company, their principal occupations
and certain other information are as follows:
NOMINEES FOR ELECTION TO TERMS EXPIRING IN 2001
PAUL MLOTOK, age 53, has been a Director since April 1997 and is Chair of
the Strategic Planning Committee. He has been a Principal of Global Business
Network, a consulting firm specializing in strategy development particularly in
the energy and natural resources industries, since June 1995. From 1989 to 1995,
he was a Principal and analyst at Morgan Stanley & Co.
ULRICH RUETZ, age 58, has been nominated to fill a vacant position on the
Board of Directors.(1) He has been the Chairman and Chief Executive Officer of
BERU AG since 1997 and Managing Director of BERU AG and its predecessors since
1983. BERU AG, headquartered in Ludwigsburg, Germany, manufactures and markets
worldwide cold-start systems for diesel engines and ignition systems for
gasoline engines used in automotive vehicles and stationary engines.
ROBERT M. STEMMLER, age 62, has been a Director since May 1993, and became
the President and Chief Executive Officer of the Company on July 1, 1993 and has
acted as interim Chair of the Board of Directors since June 1998. He was a
full-time consultant to the Company from December 1992 until becoming President
and CEO. From 1988 until December 1992, Mr. Stemmler was the Chief Operating
Officer of Sargent Fletcher Company, a manufacturer of fuel tanks, aerial
refueling systems and specialty mission equipment for military aircraft. He was
the General Manager of IMPCO Technologies, Inc. from 1982 to 1985.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF EACH OF THESE
NOMINEES.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
NORMAN L. BRYAN, age 57, has been a Director since November 1993 and is
Chair of the Audit Committee. He has been a consultant since 1995. Prior to
retiring in 1994 from Pacific Gas and Electric Company, he was Vice President,
Marketing from February 1993 until December 1994, and was Vice President, Clean
Air Vehicles from February 1991 to February 1993.
CHRISTOPHER G. MUMFORD, age 52, has been a Director since June 1998. He is a
private investor and was a Managing Director of Questor Partners Fund, L.P., a
private investment partnership, from 1995 through 1997. He has served as a
Director of Crown Pacific Partners, L.P. and predecessor entities since 1992,
and has served as an officer or director of other private companies, including
Executive Vice President, Treasurer, Chief Financial Officer and Director of
Arcata Corporation 1982-1994, Director of Ryder TRS, Inc. 1996-1997 and Director
of Ockham Personal Insurance Holdings PLC (London, England) 1996-1997.
DON J. SIMPLOT, age 63, has been a Director since May 1978 and is Chair of
the Compensation Committee. He is the President of Simplot Industries, Inc.,
which is engaged in agricultural enterprises, and a Vice President of J.R.
Simplot Company, which is also engaged in agricultural enterprises. Mr. Simplot
is a Director of Micron Technology, Inc., a designer and manufacturer of
semiconductor memory components primarily used in various computer applications.
- ------------------------
(1) V. Robert Colton, whose term as a Director expires in 1998, is retiring from
the Board of Directors.
2
<PAGE>
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000
EDWARD L. SCARFF, age 67, has been a Director since June 1998. He is a
private investor and has been a Principal of the General Partner of Questor
Partners Fund, L.P., a private investment partnership, since 1995. He has been a
director of The Clorox Company since 1986. He has also been an officer or
director of numerous private companies, including Director of Channel Master
Holdings since 1997, Director of Ryder TRS, Inc. 1996-1998, Director of Ockham
Personal Insurance Holdings PLC (London, England) 1996-1997 and Chairman of
Arcata Corporation 1982-1994.
RAWLAND F. TAPLETT, age 77, has been a Director of the Company since May
1978 and is Chair of the Executive Committee. He served as Chair of the Board of
Directors from 1979 to 1997. He is the founder and owner of R.F. Taplett Fruit
and Storage Company, a grower, packer and marketer of fruit.
DOUGLAS W. TOMS, age 68, has been a Director of the Company since October
1980. He served as President and Chief Executive Officer of the Company from
October 1980 to April 1989. Since April 1989, Mr. Toms has been a consultant to
American Honda Motor Company, Inc.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended April 30, 1998, there were five meetings of the
Board of Directors. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and committees on which the Director served,
with the exception of V. Robert Colton.
Members of the Executive Committee are Rawland F. Taplett, Chair, Robert M.
Stemmler and Douglas W. Toms. The Executive Committee has the authority to
exercise all of the authority of the Board of Directors, except that it may not
recommend to the stockholders proposals to be approved by the stockholders,
amend the Bylaws, or amend the Certificate of Incorporation. The Executive
Committee met one time during the fiscal year ended April 30, 1998.
Members of the Audit Committee are Norman L. Bryan, Chair, V. Robert Colton
and Paul Mlotok. The Audit Committee reviews with the Company's independent
auditors the scope, results and costs of the annual audit and the Company's
accounting policies and financial reporting. The Audit Committee met two times
during the fiscal year ended April 30, 1998.
Members of the Compensation Committee are Don J. Simplot, Chair, Norman L.
Bryan and Rawland F. Taplett. The function of the Compensation Committee is to
consider and propose executive compensation policies and submit to the Board of
Directors reports recommending compensation to be paid to the Company's
executive officers. The Compensation Committee met one time during the fiscal
year ended April 30, 1998.
Members of the Strategic Planning Committee are Paul M. Mlotok, Chair, Don
J. Simplot and Robert M. Stemmler. This committee is responsible for developing
long-term strategic planning for consideration by the Board of Directors. The
Strategic Planning Committee met two times during the fiscal year ended April
30, 1998.
The Board of Directors does not have a standing nominating committee.
COMPENSATION OF DIRECTORS
Each Director who is not an employee of the Company is paid an attendance
fee of $1,000, plus out-of-pocket expenses, for each Board or committee meeting
attended. In addition, annual remuneration is paid to the following: Chair of
the Board of Directors--$25,000; Chair of the Executive Committee-- $15,000;
Chair of Strategic Planning Committee--$5,000; Chairs of Audit and Compensation
Committees--$3,000.
3
<PAGE>
A total of 290,000 options have been granted to Directors under the 1993
Stock Option Plan for Nonemployee Directors, of which 210,000 remain unexercised
and are held by Messrs. Bryan, Colton, Mlotok, Simplot, Taplett and Toms. 60,000
options were available for future grants as of April 30, 1998. Option exercise
prices are the higher of (i) the average market value of the stock for the 15
trading days following the date of grant and (ii) the market value on the
fifteenth trading day following the date of grant. Options are not assignable
and vest cumulatively at the rate of 25% annually, beginning on the first
anniversary date of grant. However, if a Director dies, becomes disabled or
retires at age 62 or later, then options vest at the rate of 25% for each full
calendar year in which optionee served as a Director of the Company. Options
must be exercised while a Director or within three months following termination
as Director, unless termination results from death or disability, in which case
options may be exercised during the one-year period following termination. In no
event may options be exercised more than ten years after date of grant.
VOTING SECURITIES
Stockholders of record at the close of business on September 1, 1998 are
eligible to vote at the Annual Meeting. The voting securities of the Company
consist of Common Stock and 1993 Series 1 Preferred Stock. At August 1, 1998,
7,187,436 shares of Common Stock and 5,950 shares of 1993 Series 1 Preferred
Stock were outstanding.
Each outstanding share of Common Stock is entitled to one vote on all
matters to be presented at the meeting. Each share of 1993 Series 1 Preferred
Stock is also entitled to vote on all such matters and is entitled to the number
of votes equal to the number of full shares of Common Stock into which it was
convertible on the record date. On that date, each share of 1993 Series 1
Preferred Stock was convertible into the number of shares of Common Stock that
results from dividing $1,000 by a conversion price of $5.29 per share, or 189
votes per share.
4
<PAGE>
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
COMMON STOCK
The following table sets forth information as of August 1, 1998, with
respect to all stockholders known by the Company to be the beneficial owners of
more than 5% of the outstanding Common Stock. Except as otherwise specified,
each named beneficial owner has sole voting and investment power with respect to
the shares set forth opposite its name.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------------------------------------------------- -------------------- -----------
<S> <C> <C>
Questor Partners Fund, L.P. .................................. 2,034,211(1) 26.07%
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Rawland F. Taplett ........................................... 586,892(2) 7.92%
P.O. Box 2188
Wenatchee, WA 98801
BERU AG ...................................................... 558,478 7.77%
Moerikestrasse 155
Ludwigsburg, Germany
</TABLE>
- ------------------------
(1) Includes 95,095 shares of common stock owned by Questor Side-by-Side
Partners, L.P. ("Questor SBS"), 573,048 shares subject to conversion rights
under 3,032 shares of 1993 Series 1 Preferred Stock and 41,202 shares
subject to conversion rights under 218 shares of 1993 Series 1 Preferred
Stock owned by Questor SBS.
(2) Includes 50,000 shares subject to options under the Directors Stock Option
Plan and 170,100 shares subject to conversion rights under 900 shares of
1993 Series 1 Preferred Stock.
5
<PAGE>
PREFERRED STOCK
The following table sets forth information as of August 1, 1998, with
respect to all stockholders known by the Company to be the beneficial owners of
more than 5% of the outstanding 1993 Series 1 Preferred Stock. Except as
otherwise specified, each named beneficial owner has sole voting and investment
power with respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------------------------------------------------- ----------------------- -----------
<S> <C> <C>
Questor Partners Fund, L.P. .................................. 3,250(1) 54.62%
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Don J. Simplot ............................................... 900 15.13%
P.O. Box 27
Boise, ID 83707
Rawland F. Taplett ........................................... 900 15.13%
P.O. Box 2188
Wenatchee, WA 98801
Douglas W. Toms .............................................. 450 7.56%
2001 Lakewood
Olympia, WA 98501
Dale L. Rasmussen ............................................ 450 7.56%
29409-232nd Avenue S.E.
Black Diamond, WA 98010
----- -----------
5,950 100.00%
</TABLE>
- ------------------------
(1) Includes 218 shares owned by Questor Side-by-Side Partners, L.P.
6
<PAGE>
OWNERSHIP OF MANAGEMENT
The following table sets forth information as of August 1, 1998, as to the
number of shares of Common Stock and 1993 Series 1 Preferred Stock beneficially
owned by (i) each Director, (ii) the executive officers named in the Summary
Compensation Table and (iii) all Directors and executive officers as a group.
Except as otherwise specified, each named beneficial owner has sole voting and
investment power with respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF BENEFICIAL PERCENT OF
CLASS NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------- ----------------------------------------------------------------- ---------- ----------
<C> <S> <C> <C>
Common Norman L. Bryan.................................................. 21,000(1) *
Common V. Robert Colton................................................. 146,666(2) 2.03%
Common Thomas M. Costales............................................... 10,000(3) *
Common Syed Hussain..................................................... -0- *
Common Paul Mlotok...................................................... 5,000(4) *
Common Christopher G. Mumford........................................... 2,034,211(5) 26.07%
Common Dale L. Rasmussen................................................ 144,981(6) 1.98%
Common Hans Roehricht................................................... 6,833(7) *
Common Ulrich Ruetz..................................................... 558,478(8) 7.77%
Common Edward L. Scarff................................................. 2,034,211(9) 26.07%
Common Don J. Simplot................................................... 295,901(10) 4.01%
Common Robert M. Stemmler............................................... 131,241(11) 1.79%
Common Rawland F. Taplett............................................... 586,892(12) 7.92%
Common Douglas W. Toms.................................................. 240,715(13) 3.29%
Common All executive officers and directors as a group (14 persons)..... 4,181,918 48.06%
Preferred See "Ownership of Certain Beneficial Owners--Preferred Stock" for
ownership of 1993 Preferred Stock
All executive officers and directors as a group (14 persons)..... 5,950(14) 100.00%
</TABLE>
- ------------------------
* Less than 1%
(1) Includes 20,000 shares subject to options under Directors Stock Option
Plan.
(2) Includes 30,000 shares subject to options under Directors Stock Option
Plan. Mr. Colton's term as a Director ends in 1998 and he had declined to
be nominated for reelection to the Board of Directors.
(3) Includes 9,000 shares subject to options under Incentive Stock Option Plan.
(4) 5,000 shares subject to options under Directors Stock Option Plan.
(5) Shares voting and investment power with respect to shares beneficially
owned by Questor Partners Fund, L.P. and Questor Side-by-Side Partners,
L.P. See "Ownership of Certain Beneficial Owners."
(6) Includes 25,000 shares subject to options under Incentive Stock Option
Plan, 33,334 shares subject to options under the 1991 Executive Stock
Option Plan and 85,050 shares subject to conversion rights under 450 shares
of 1993 Series 1 Preferred Stock.
(7) 6,833 shares subject to options under Incentive Stock Option Plan. Mr.
Roehricht was an officer of the Company until July 16, 1997.
(8) Shares voting and investment power with respect to 558,478 shares owned by
BERU AG.
(9) Shares voting and investment power with respect to shares beneficially
owned by Questor Partners Fund, L.P. and Questor Side-by-Side Partners,
L.P. See "Ownership of Certain Beneficial Owners."
7
<PAGE>
(10) Includes 30,000 shares subject to options under Directors Stock Option
Plan and 170,100 shares subject to conversion rights under 900 shares of
1993 Series 1 Preferred Stock.
(11) Includes 130,000 shares subject to options under Incentive Stock Option
Plan and 1,241 shares held in a self-directed 401(k) plan.
(12) Includes 50,000 shares subject to options under Directors Stock Option
Plan and 170,100 shares subject to conversion rights under 900 shares of
1993 Series 1 Preferred Stock.
(13) Includes 50,000 shares subject to options under Directors Stock Option
Plan and 85,050 shares subject to conversion rights under 450 shares of
1993 Series 1 Preferred Stock.
(14) Includes 3,250 shares owned by Questor Partners Fund, L.P. and Questor
Side-by-Side Partners, L.P. See footnotes (5) and (8) above.
EXECUTIVE OFFICERS
The following are the executive officers of the Company. Executive officers
are elected by the Board of Directors. For information concerning Common Stock
and 1993 Series 1 Preferred Stock beneficially owned by the executive officers,
see "Ownership of Management."
ROBERT M. STEMMLER. See description under "Election of
Directors--Information About Directors and Nominees for Election."
DALE L. RASMUSSEN, age 48, has been the Senior Vice President and Secretary
since June 1989. He joined the Company in 1984 as Vice President of Finance and
Administration.
SYED HUSSAIN, age 45, has been Vice President of Technology and Automotive
OEM Operations since November 7, 1996. Mr. Hussain joined the Company in 1992
and held various positions with the Company before becoming a Vice President.
THOMAS M. COSTALES, age 51, has been the Treasurer and Chief Financial
Officer of the Company since March 1995. From September 1993 until joining the
Company, he was Vice President and Controller of the Omnifax division of Danka
Industries, Inc. He held a similar position with Omnifax's predecessor,
Telautograph Corporation, from 1987 until it was acquired by Danka Industries.
HANS J. ROEHRICHT, age 57, was the Vice President of Gaseous Fuel Products
from November 1996 until July 16, 1997 and is now Director of Strategic
Planning. He joined the Company in 1990 and held various positions with the
Company prior to November 1996.
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's chief
executive officer and the Company's four other most highly compensated executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING
FISCAL SALARY BONUS OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) (IN SHARES) COMPENSATION
- --------------------------------------------- ------ ---------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert M. Stemmler .......................... 1998 $229,673 $96,000 200,139(2) $25,631(3)
President and Chief 1997 197,917 62,600 58,535(2) 31,181
Executive Officer 1996 198,000 61,500 20,000(2) 25,878
Dale L. Rasmussen ........................... 1998 $ 92,633 $26,000 60,000(2) $15,869(4)
Senior Vice President 1997 92,000 12,000 12,000(2) 16,170
and Secretary 1996 93,416 13,000 -0- 14,865
Syed Hussain ................................ 1998 $134,321 $30,500 100,000(2) $13,052(5)
Vice President of Technology 1997 108,333 27,900 17,000(2) 10,900
and Automotive OEM Operations 1996 94,385 23,000 3,000(2) 9,400
Thomas M. Costales .......................... 1998 $118,458 $36,000 40,237(2) $19,238(6)
Treasurer and Chief 1997 104,188 30,600 7,048(2) 17,355
Financial Officer 1996 101,755 17,300 -0- 15,249
Hans Roehricht .............................. 1998 $128,167(7) $30,500 100,276(2) $19,812(8)
Vice President of 1997 109,167 24,300 11,035(2) 15,793
Gaseous Fuel Products 1996 101,538 17,000 2,500(2) 13,990
</TABLE>
- --------------------------
(1) Includes amounts deferred by executive officers pursuant to the IMPCO
Employee Savings Plan and Deferred Compensation Plan.
(2) Options under Incentive Stock Option Plans.
(3) Group term life insurance premium of $9,828, Christmas bonus of $1,000,
automobile allowance of $11,791 and Company's contribution of $3,012
pursuant to the IMPCO Employee Savings Plan.
(4) Group term life insurance premium of $1,414, Company's contribution of
$2,126 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $11,329.
(5) Group term life insurance premium of $261, Christmas bonus of $1,000 and
automobile allowance of $11,791.
(6) Group term life insurance premium of $4,032, Company's contribution of
$2,415 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $11,791.
(7) Mr. Roehricht was an executive officer of the Company until July 16, 1997.
(8) Group life insurance premium of $4,050, Company's contribution of $2,971 to
the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and automobile
allowance of $11,791.
9
<PAGE>
OPTIONS GRANTED IN FISCAL YEAR 1998
The following table provides information with respect to options granted
during the last fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------
NUMBER OF
SHARES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED(1) FISCAL YEAR SHARE DATE
- --------------------------------------------------------------- ----------- ----------------- ----------- -----------
<S> <C> <C> <C> <C>
Robert M. Stemmler............................................. 200,000 25% $ 7.63 05/22/07
Robert M. Stemmler............................................. 139 0% 11.00 01/02/08
Dale L. Rasmussen.............................................. 40,000 5% 7.63 05/22/07
Dale L. Rasmussen.............................................. 20,000 3% 8.00 06/30/07
Syed Hussain................................................... 100,000 13% 7.63 05/22/07
Thomas M. Costales............................................. 40,000 5% 7.63 05/22/07
Thomas M. Costales............................................. 237 0% 11.00 01/02/08
Hans J. Roehricht.............................................. 100,000 13% 7.63 05/22/07
Hans J. Roehricht.............................................. 276 0% 11.00 01/02/08
</TABLE>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM(2)
<TABLE>
<CAPTION>
NAME 5% 10%
- ---------------------------------------------------------------------------------------- ---------- ------------
<S> <C> <C>
Robert M. Stemmler...................................................................... $ 960,655 $ 2,434,488
Dale L. Rasmussen....................................................................... 292,562 741,409
Syed Hussain............................................................................ 479,847 1,216,025
Thomas M. Costales...................................................................... 193,578 490,565
Hans J. Roehricht....................................................................... 481,756 1,220,864
</TABLE>
- ------------------------
(1) Material terms of options granted under the Incentive Stock Option Plans are
as follows: Options are granted at the fair market value of the Common Stock
on the date of grant and vest cumulatively at the rate of 40% after the
first two years following the date of the grant and 20% each year thereafter
so that the employee is 100% vested after five years. However, if employment
terminates due to death or disability, retirement at or after age 62, or
termination without cause, then options vest at the rate of 25% for each
full calendar year of employment. Options may be exercised only while an
optionee is employed by the Company, or within three months following
termination of employment. However, if termination results from death or
disability, options may be exercised within one year of the termination
date. In no event may options be exercised more than ten years after date of
grant.
(2) Based on ten-year option term and annual compounding at rates shown. The
dollar amounts under these columns are the results of calculations at the 5%
and 10% rates set by the Securities and Exchange Commission and, therefore,
are not intended to forecast possible future appreciation, if any, of the
Common Stock. No gain to optionees is possible without stock price
appreciation, which will benefit all stockholders on a commensurate basis.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND
FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to exercise of options
during fiscal year 1998 and the value of unexercised options at the end of
fiscal year 1998.
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED
OPTIONS (IN
SHARES) VALUE OF UNEXERCISED
AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END AT FISCAL YEAR-END(2)
ACQUIRED ON VALUE ----------------- ----------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------- ----------- ------------- ----------------- ----------------------
<S> <C> <C> <C> <C>
Robert M. Stemmler.......................... -0- -0- 117,500/281,174 $ 426,675/$1,348,490
Dale L. Rasmussen........................... 19,380 $ 226,552 58,334/72,000 449,506/359,800
Syed Hussain................................ 13,200 $ 62,280 -0-/118,800 -0-/593,766
Thomas M. Costales.......................... -0- -0- 9,000/50,285 31,500/242,686
Hans J. Roehricht........................... -0- -0- 6,833/112,811 42,035/555,575
</TABLE>
- ------------------------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on the date each option was
exercised and the exercise price of the options.
(2) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on April 30, 1998 ($12.50) and the
exercise price of the options.
EMPLOYMENT AGREEMENT
An Employment Agreement between the Company and Robert M. Stemmler provides
for two consecutive twelve month periods of employment of Mr. Stemmler as the
President and Chief Executive Officer, commencing April 1, 1997. It is subject
to certain termination events, which include Mr. Stemmler's resignation and the
Company's right to terminate him with or without cause upon payment of lump sum
equal to 100% in the first term and 75% in the second term, respectively, of
base salary, plus certain incentive compensation and payment of benefits for a
period following termination. The Employment Agreement requires payment of an
annual base salary of $230,000, and payment of incentive compensation under the
Company's Bonus Incentive Plan.
11
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the Board of
Directors. In fiscal year 1998, as in prior years, the nonmanagement members of
the Board of Directors determined the compensation to be paid to the executive
officers. An Employment Agreement with Robert M. Stemmler was in effect during
the fiscal year. See "Employment Agreement."
FISCAL YEAR 1998 COMPENSATION
COMPENSATION PHILOSOPHY
Compensation of the executive officers is designed to link compensation
directly to the Company's growth and financial performance. Compensation
consists of base compensation, a Bonus Incentive Plan and options under
Incentive Stock Option Plans. The objective of these three elements, taken
together, is to provide reasonable base compensation and to retain, recognize
and reward superior performance. The compensation philosophy also ensures that
the Company provides a comprehensive compensation package that is competitive in
the marketplace.
BONUS INCENTIVE PLAN
The Company has a Bonus Incentive Plan which includes a bonus incentive plan
for the chief executive officer and a bonus incentive pool for the executive
officers and staff. These bonus plans have two components: A "revenue portion"
which is based upon the percentage increase of the Company's gross revenues to
the extent gross revenues exceed 110% of the prior fiscal year gross revenues,
and an "earnings before interest and taxes (EBIT) portion" which is based upon
the incremental growth in EBIT over the prior fiscal year. The minimum bonus
payable to the chief executive officer is 1.5% of the current fiscal year's EBIT
and the maximum bonus is 75% of current salary. The minimum bonus pool for the
other executive officers and staff is 4% of the current fiscal year's EBIT and
the maximum bonus pool is 50% of their current aggregate salaries.
DEFERRED COMPENSATION PLAN
The Board of Directors has adopted a Deferred Compensation Plan to provide a
select group of management, highly compensated employees and Directors with the
opportunity to participate in a deferred compensation program. Under the
program, participants may defer up to 100% of their base compensation and
bonuses. The Company is required to make certain matching contributions, a
portion of which is options to purchase the Company's Common Stock granted under
the Incentive Stock Option Plans and another portion is shares of the Company's
Common Stock, subject to vesting provisions. The options are to be granted on
the first day of each calendar year during which the Company's Common Stock is
traded and the exercise price for such options is the closing price on the
Nasdaq National Market or such stock exchange on such first trading day. The
plan is not qualified under Section 401 of the Internal Revenue Code. The
Company will pay participants upon retirement or termination of employment an
amount equal to the amount of deferred compensation plus investment returns and
vested shares of the Company's Common Stock.
CEO COMPENSATION
Robert M. Stemmler served as chief executive officer pursuant to an
Employment Agreement pursuant to which he was paid a base salary at an annual
rate of $230,000. In addition to the base salary, Mr. Stemmler is eligible for
an annual cash bonus under the Bonus Incentive Plan during each fiscal year. Mr.
Stemmler's bonus for fiscal year 1998 was $96,000.
12
<PAGE>
As longer term compensation, options were granted to purchase 150,000 shares
of Common Stock under the Company's Incentive Stock Option Plan. In addition,
Mr. Stemmler was granted options to purchase an additional 50,000 shares of
Common Stock which vested only if on or prior to April 30, 1999 the trading
price of the Common Stock equaled or exceeded (a) $17.00 per share on any
trading day or (b) $15.30 during 20 of 30 consecutive trading days. The trading
price requirement was satisfied on June 26, 1998. The options are intended to
induce Mr. Stemmler's continued employment, allow him to participate in the
ownership of the Company, and provide further long-term incentive to advance the
interest of the Company and increase the value of the Company's Common Stock.
OTHER EXECUTIVE OFFICERS
In reviewing and approving base salaries for the executive officers, the
Compensation Committee relies on independent industry surveys to assess the
Company's salary competitiveness and salary range for each position. Base salary
is based upon individual performance, experience, competitive pay practices and
level of responsibilities. Base salaries in fiscal year 1998 reflected the
Committee's determination of compensation levels required to remain competitive,
given each executive officer's performance, the Company's performance and the
competitive environment for executive talent. The purpose of stock options is to
induce selected, key employees of the Company to remain employed with the
Company, to participate in the ownership of the Company, to advance the
interests of the Company and to increase the value of the Company's Common
Stock.
The foregoing report was made by the members of the Compensation Committee.
Don J. Simplot, Chair
Norman L. Bryan
Rawland F. Taplett
OPTIONS GRANTED BY CERTAIN STOCKHOLDERS
On June 5, 1998, Questor Partners Fund, L.P. and its affiliate, Questor
Side-by-Side Partners, L.P. (together, "Questor"), purchased shares of the
Company's Common Stock and 1993 Series 1 Preferred Stock from the estate and
family of a deceased stockholder and on the same day granted options to certain
officers of the Company to purchase of shares of Common Stock as follows:
<TABLE>
<CAPTION>
<S> <C>
Robert M. Stemmler................................................................. 113,858
Syed Hussain....................................................................... 113,858
Dale L. Rasmussen.................................................................. 56,928
</TABLE>
The option exercise price is $13.75 per share. The options vest at the rate
of 25% annually commencing June 30, 1999. The options become exercisable only
after Questor's 1993 Series 1 Preferred Stock is converted (or is convertible at
the option of Questor) into Common Stock and then upon the earlier of (i) June
5, 2003 and (ii) the sale by Questor of 50% or more of the Common Shares owned
by it as of June 5, 1998 (including 614,250 shares of Common Stock into which
the 1993 Series 1 Preferred Stock owned by Questor is convertible). The options
will not be exercisable after December 31, 2003, and any option that is not
vested upon termination of the full-time employment of the option holder with
IMPCO (other than because of death or disability) will terminate.
13
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return of the CRSP Total Return Index for The Nasdaq Stock Market Index and the
Nasdaq Trucking and Transportation Stock Index over the same period (assuming
the investment of $100 and reinvestment of all dividends).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
VALUE AT APRIL
30 IMPCO NASDAQ NASDAQ TRUCKING TRANSPORTATION
<S> <C> <C> <C>
1993 100.0 100.0 100.0
1994 207.3 111.3 113.3
1995 165.9 129.4 113.3
1996 163.4 184.4 134.3
1997 151.2 195.2 131.6
1998 243.9 292.1 192.9
</TABLE>
<TABLE>
<CAPTION>
VALUE AT NASDAQ TRUCKING
APRIL 30 IMPCO NASDAQ TRANSPORTATION
- ----------- ----------- ----------- ---------------
<S> <C> <C> <C>
1993..... 100.0 100.0 100.0
1994..... 207.3 111.3 113.3
1995..... 165.9 129.4 113.3
1996..... 163.4 184.4 134.3
1997..... 151.2 195.2 131.6
1998..... 243.9 292.1 192.9
</TABLE>
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has audited the Company's financial statements for the
fiscal years ended April 30, 1988 through 1998.
The Board of Directors has selected Ernst & Young LLP as independent public
accountants for the Company for the fiscal year ending April 30, 1999. Although
not required to be voted upon by the stockholders, the Board of Directors deems
it appropriate for the selection to be submitted for ratification by the
stockholders. The persons named in the accompanying proxy will vote the Common
Stock represented by the proxy for ratification of the selection of Ernst &
Young LLP, unless a contrary choice has been specified in the proxy. If the
stockholders do not ratify the selection of Ernst & Young LLP by a majority
vote, the selection of independent public accountants will be considered by the
Board of Directors, although the Board of Directors would not be required to
select different independent public accountants for the Company. The Board of
Directors retains the power to select another firm as
14
<PAGE>
independent public accountants for the Company to replace a firm whose selection
was ratified by the stockholders in the event the Board of Directors determines
that the best interest of the Company warrants a change of its independent
public accountants. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting and will have the opportunity to make a statement
if he or she desires to do so. Such representative is expected to be available
to respond to appropriate questions.
THE BOARD OF DIRECTORS HAS APPROVED THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR FISCAL YEAR 1999 AND
RECOMMENDS A VOTE "FOR" APPROVAL OF THE APPOINTMENT.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company or advice that no filings were required, during fiscal year 1998 all
officers, directors and greater than 10% beneficial owners complied with the
Section 16(a) filing requirements, except one Form 4 was filed late by each of
Peter B. Bensinger (one transaction), Thomas M. Costales (two transactions),
Syed Hussain (two transactions), Robert M. Stemmler (two transactions), and
Edwin J. Schneebeck (seven transactions), and two Form 4's were filed late by
Dale L. Rasmussen (one transaction and two transactions).
PROPOSALS OF STOCKHOLDERS
In order for proposals of stockholders to be included in the proxy materials
for presentation at the 1999 Annual Meeting of Stockholders, such proposals must
be received by the Corporate Secretary no later than May 13, 1999.
OTHER INFORMATION
The 1998 Annual Report of the Company for the fiscal year ended April 30,
1998 was mailed to stockholders prior to or together with the mailing of this
Proxy Statement. Stockholders who did not receive a copy of the 1998 Annual
Report with their Proxy Statement may obtain a copy by writing to or calling
Dale L. Rasmussen, Secretary, IMPCO Technologies, Inc., 708 Industry Drive,
Seattle, Washington 98188; telephone number (206) 575-1594.
OTHER BUSINESS
As of the date of this Proxy Statement management knows of no other business
which will be presented for action at the meeting. If any other business
requiring a vote of the stockholders should come before the meeting, the persons
named in the enclosed form of proxy will vote or refrain from voting in
accordance with their best judgment.
By Order of the Board of Directors,
Dale L. Rasmussen
SECRETARY
Cerritos, California
September 10, 1998
15
<PAGE>
- -------------------------------------------------------------------------------
IMPCO TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dale L. Rasmussen and Robert M.
Stemmler, and each of them, as proxies, with power of substitution, to vote
for and on behalf of the undersigned all of the shares of Common Stock of
IMPCO Technologies, Inc. that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held on
October 15, 1998, and at any adjournment thereof, as follows:
------------------
See Reverse
Side
------------------
- -------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
<PAGE>
<TABLE>
<S><C>
Please mark
your votes as / X /
indicated in
this example
FOR All Nominees listed WITHHOLD AUTHORITY
(except as indicated to to vote for all Nominees
the contrary) as indicated FOR AGAINST ABSTAIN
(1) ELECTION OF / / / / (2) FOR RATIFICATION OF / / / / / /
DIRECTORS. THE APPOINTMENT OF
ERNST & YOUNG LLP
AS THE COMPANY'S
INDEPENDENT AUDITORS.
INSTRUCTION--To withhold authority to vote for any Nominee,
print that Nominee's name in the following space: (3) IN THEIR DIRECTION, THE
HOLDERS OF THIS PROXY ARE
AUTHORIZED TO VOTE UPON
- ------------------------------------------------------------- SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE
Paul Mlotok Ulrich Ruetz Robert M. Steunuler MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THIS PROXY CARD. MANAGEMENT RECOMMENDS A VOTE FOR ALL
NOMINEES AND FOR THE MATTERS DESIGNATED ON THIS PROXY CARD; IF NO SPECIFICATION IS MADE, A VOTE FOR ALL OF SAID NOMINEES AND FOR
ALL SUCH MATTERS WILL BE ENTERED.
I plan to attend the meeting. / /
--------------
|
| The undersigned hereby revokes any proxy or
| proxies heretofore given for such shares and
ratifies all that said proxies or their
substitutes may lawfully do by virtue hereof.
Signature(s)__________________________________________________________________________ Dated ___________________, 1998
Please sign exactly as name appears on the proxy. If stock is held jointly, both persons should sign. Persons signing in a
representative capacity should give their title.
</TABLE>
- -------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
