<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
/ x / Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended April 30, 1998, or
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File No. 0-16115
IMPCO Technologies, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 91-1039211
------------------------ -----------------------
(State of Incorporation) (IRS Employer ID. No.)
16804 Gridley Place, Cerritos, California 90703
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (562) 860-6666
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
Approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of June 30, 1998 was $115,238,516
Number of shares outstanding of each of the registrant's classes of common
stock, as of June 30, 1998:
7,091,601 shares of Common Stock
Documents incorporated by reference:
See Item 14
Part III (Items 10, 11, 12 and 13) is hereby added to registrant's Form
10-K filed on July 29, 1998
<PAGE>
2
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the executive
officers and directors of the Company as of April 30, 1998:
<TABLE>
<CAPTION>
Name Age Position With Company
- ---- --- ---------------------
<S> <C> <C>
Robert M. Stemmler (1). . . . . . 62 President, Chief Executive
Officer and Director
Thomas M. Costales. . . . . . . . 51 Treasurer and Chief Financial
Officer
Dale L. Rasmussen . . . . . . . . 48 Senior Vice President and
Secretary
Syed Hussain. . . . . . . . . . . 45 Vice President of Technology
and Automotive OEM Operations
Hans J. Roehricht . . . . . . . . 57 Vice President of Gaseous Fuel
Products until July 16, 1997
Norman L. Bryan (2) . . . . . . . 57 Director
V. Robert Colton (1). . . . . . . 68 Director
Paul Mlotok (1) . . . . . . . . . 53 Director
Christopher G. Mumford (2). . . . 52 Director
Edward L. Scarff (3). . . . . . . 67 Director
Don J. Simplot (2). . . . . . . . 63 Director
Rawland F. Taplett (3). . . . . . 77 Director
Douglas W. Toms (3) . . . . . . . 68 Director
</TABLE>
- -------------------
(1) Term as Board of Director member expires 1998.
(2) Term as Board of Director member expires 1999.
(3) Term as Board of Director member expires 2000.
The Board of Directors is divided into three classes, each consisting of
three Directors, with the three classes serving staggered three-year terms. The
executive officers are elected annually by the Board of Directors and serve at
the pleasure of the Board of Directors.
ROBERT M. STEMMLER 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.
THOMAS M. COSTALES 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
<PAGE>
3
Omnifax's predecessor, Telautograph Corporation, from 1987 until it was
acquired by Danka Industries.
DALE L. RASMUSSEN has been Senior Vice President and Secretary since June
1989. He jointed the Company in 1984 as Vice President of Finance and
Administration.
SYED HUSSAIN has been Vice President of Technology and Automotive OEM
Operations since 1996. Mr. Hussain joined the Company in 1993 and held various
positions with the Company before becoming a Vice President.
HANS J. ROEHRICHT was Vice President of Gaseous Fuel Products from November
1996 until July 16, 1997, and is now Director of Strategic Planning. He jointed
the Company in 1990 and held various positions with the Company prior to
November 1996.
NORMAN L. BRYAN 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.
V. ROBERT COLTON has been a Director of the company since March 1989. Mr.
Colton is a retired dentist and has engaged in real estate investments and
development activities for a number of years.
PAUL MLOTOK has been a Director of the Company 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.
CHRISTOPHER G. MUMFORD 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.
EDWARD L. SCARFF 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.
DON J. SIMPLOT 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.
<PAGE>
4
RAWLAND F. TAPLETT 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 1992. He is the founder and owner of R.F. Taplett Fruit and Storage
Company, a grower, packer and marketer of fruit, primarily apples.
DOUGLAS W. TOMS 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.
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).
ITEM 11 - EXECUTIVE COMPENSATION
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
Annual Compensation Awards
------------------------- -------------
Securities
Underlying
Name and Fiscal Salary Bonus Options All Other
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 1997 108,333 27,900 17,000 (2) 10,900
Technology and 1996 94,385 23,000 3,000 (2) 9,400
Automotive OEM
<PAGE>
5
Operations
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.
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 % of Total
Shares Options
Underlying Granted to Exercise
Options 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
<PAGE>
6
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 $2,434,488
Dale L. Rasmussen 292,562 741,409
Syed Hussain 479,847 1,216,025
Thomas M. Costales 193,578 490,565
Hans J. Roehricht 481,756 1,220,864
</TABLE>
- --------------------------
(1) Material terms of options granted under the Incentive Stock Option Plans
are as follows: Options are granted at the fair market value of the Common
Stock on the date of grant and vest cumulatively at the rate of 40% after
the first two years following the date of the grant and 20% each year
thereafter so that the employee is 100% vested after five years. However,
if employment terminates due to death or disability, retirement at or after
age 62, or termination without cause, then options vest at the rate of 25%
for each full calendar year of employment. Options may be exercised only
while an optionee is employed by the Company, or within three months
following termination of employment. However, if termination results from
death or disability, options may be exercised within one year of the
termination date. In no event may options be exercised more than ten years
after date of grant.
(2) Based on ten-year option term and annual compounding at rates shown.
The dollar amounts under these columns are the results of calculations
at the 5% and 10% rates set by the Securities and Exchange Commission
and, therefore, are not intended to forecast possible future
appreciation, if any, of the Common Stock. No gain to optionees is
possible without stock price appreciation, which will benefit all
stockholders on a commensurate basis.
<PAGE>
7
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND
FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to exercise of
options during fiscal year 1998 and the value of unexercised options at the
end of fiscal year 1998.
<TABLE>
<CAPTION>
Shares Number of
Acquired Unexercised Value of Unexercised
On Value Options (in shares) In-The-Money Options
Exercise Realized at Fiscal Year-End At Fiscal Year-End(2)
Name (#) ($) (1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert M. -0- -0- 117,500 / 281,174 $426,675 /$1,348,490
Stemmler
Dale L. 19,380 $226,552 58,334 / 72,000 449,506 / 359,800
Rasmussen
Syed 13,200 $ 62,280 -0- / 118,800 -0- / 593,766
Hussain
Thomas M. -0- -0- 9,000 / 50,285 31,500 / 242,686
Costales
Hans J. -0- -0- 6,833 / 112,811 42,035 / 555,575
Roehricht
</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 AGREEMENTS
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.
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.
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
<PAGE>
8
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.
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.
<PAGE>
9
DEFERRED COMPENSATION PLAN
The Board of Directors has adopted a Deferred Compensation Plan to provide
a select group of management and 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 Plan 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 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.
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 vest only if on or prior to April 30, 1999 the
trading price of the Common Stock equals or exceeds (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.
<PAGE>
10
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.
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 GRAPH
<PAGE>
11
<TABLE>
<CAPTION>
Nasdaq
Value at 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>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
VOTING SECURITIES
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 to stockholders for a vote. 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 is convertible. On August 1, 1998, 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.
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>
Name and Address Amount and Nature of Percent
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 Aktiengesellschaft 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
<PAGE>
12
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.
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>
Name of Amount and Nature of Percent
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.
<PAGE>
13
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>
Title of Name of Beneficial Amount and Nature of Percent of
Class Owner Beneficial Ownership Class
- -------- ------------------ -------------------- ----------
<S> <C> <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. 2,034,211 (5) 26.07%
Mumford
Common Dale L. Rasmussen 144,981 (6) 1.98%
Common Hans Roehricht 6,833 (7) *
Common Edward L. Scarff 2,034,211 (8) 26.07%
Common Don J. Simplot 295,901 (9) 4.01%
Common Robert M. Stemmler 131,241 (10) 1.79%
Common Rawland F. Taplett 586,892 (11) 7.92%
Common Douglas W. Toms 240,715 (12) 3.29%
Common All executive 3,623,440 41.64%
officers and
directors as a group
(13 persons)
Preferred See "Ownership of
Certain Beneficial
Owners - Preferred
Stock" for ownership
of 1993 Preferred
Stock
All executive
officers and
directors as a group 5,950 (13) 100.00%
(13 persons)
</TABLE>
<PAGE>
14
- ------------------------
* 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 shares beneficially
owned by Questor Partners Fund, L.P. and Questor Side-by-Side Partners,
L.P. See "Ownership of Certain Beneficial Owners."
(9) 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.
(10) Includes 130,000 shares subject to options under Incentive Stock Option
Plan and 1,241 shares held in a self-directed 401(k) plan.
(11) 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.
(12) 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.
(13) 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.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<PAGE>
15
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated August 27, 1998.
IMPCO TECHNOLOGIES, INC.
By /s/Thomas M. Costales
--------------------------
Thomas M. Costales,
Chief Financial Officer
and Treasurer
