<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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
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:
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<PAGE>
IMPCO TECHNOLOGIES, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 27, 1999
------------------------
IMPCO Technologies, Inc. will hold its Annual Meeting of Stockholders at the
Company's Irvine facility, 17872 Cartwright Road, Irvine, California, on
Wednesday, October 27, 1999 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 10, 1999, 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,
/s/ DALE L. RASMUSSEN
--------------------------------------
Dale L. Rasmussen
SECRETARY
Cerritos, California
September 20, 1999
<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
Wednesday, October 27, 1999, at 1:30 p.m. at the Company's Irvine facility,
17872 Cartwright Road, Irvine, California, and any adjournment thereof.
These proxy materials are being mailed to stockholders commencing on or
about September 20, 1999. 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 10, 1999
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. The holders of shares of Common Stock representing one-third of the
Common Stock 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 present in person or represented by proxy and entitled to vote at
the Annual 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. Consequently, any such non-voted shares will
have no effect on the vote for the election of Directors.
1
<PAGE>
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 2002
NORMAN L. BRYAN, age 58, 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 53, 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 64, 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF EACH OF THESE
NOMINEES.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000
EDWARD L. SCARFF, age 68, has been a Director since June 1998 and is Chair
of the Nominating Committee. 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 78, has been a Director of the Company since May
1978. 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 69, 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.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2001
PAUL MLOTOK, age 54, has been a Director since April 1997. 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 59, has been a Director since October 1998. He has been
the Chairman and Chief Executive Officer of BERU AG since 1997 and Managing
Director of BERU AG and its predecessors
2
<PAGE>
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 63, has been a Director since May 1993, and became
the President and Chief Executive Officer of the Company on July 1, 1993 and is
Chair of the Board of Directors. 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. Mr. Stemmler is a director of Pacific
Aerospace & Electronics, Inc., a manufacturer of aerospace and electronics
components.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended April 30, 1999, there were six 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 Rawland F. Taplett who attended four of the meetings.
Current members of the Audit Committee are Norman L. Bryan, Chair, Paul
Mlotok and Christopher G. Mumford. 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, 1999.
Current members of the Compensation Committee are Don J. Simplot, Chair,
Ulrich Ruetz 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, 1999.
Current members of the Nominating Committee are Edward L. Scarff, Chair,
Ulrich Ruetz, Rawland F. Taplett and Douglas W. Toms. The Nominating Committee
is responsible for recruiting and recommending candidates for membership on the
Board of Directors. For information about suggesting candidates for
consideration as nominees for election to the Board of Directors, see "Proposals
of Stockholders." The Nominating Committee met one time during the fiscal year
ended April 30, 1999.
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, the Chairs of Audit, Compensation and Nominating
Committees are paid an annual fee of $3,000.
As of August 1, 1999, a total of 250,000 options were held by Directors
under the 1993 Stock Option Plan for Nonemployee Directors, of which 197,500
remain unexercised and are held by Messrs. Bryan, Mlotok, Mumford, Ruetz,
Scarff, Simplot, Taplett and Toms. 20,000 options were available for future
grants as of August 1, 1999. 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.
3
<PAGE>
VOTING SECURITIES
The only class of stock entitled to vote at the Annual Meeting is the
Company's Common Stock. At the close of business on August 1, 1999, there were
8,456,278 shares of Common Stock outstanding and entitled to vote at the Annual
Meeting, and the holders of those shares will be entitled to one vote per share.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of August 1, 1999, 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. .................................. 2,034,326(1) 24.1%
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
BERU AG ...................................................... 1,230,614(2) 14.6%
Moerikestrasse 155
Ludwigsburg, Germany
Rawland F. Taplett ........................................... 429,979(3) 5.2%
P.O. Box 2188
Wenatchee, WA 98801
</TABLE>
- ------------------------
(1) Includes 136,297 shares owned by Questor Side-by-Side Partners, L.P.
(2) Based on shares owned as of August 12, 1999 as provided by BERU AG on its
Schedule 13D (Amendment No. 8).
(3) Includes 50,000 shares subject to options under the Directors Stock Option
Plan.
4
<PAGE>
OWNERSHIP OF MANAGEMENT
The following table sets forth information as of August 1, 1999, as to the
number of shares of Common 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
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- -------------------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Norman L. Bryan....................................................................... 28,500(1) *
Thomas M. Costales.................................................................... 30,819(2) *
Donald L. Dominic..................................................................... 23,737(3) *
Dennis D. Hartman..................................................................... 11,800(4) *
Syed Hussain.......................................................................... 37,600(5) *
Paul Mlotok........................................................................... 10,000(6) *
Christopher G. Mumford................................................................ 2,034,326(7) 24.1%
Ulrich Ruetz.......................................................................... 1,230,614(8) 14.6%
Edward L. Scarff...................................................................... 2,034,326(9) 24.1%
Don J. Simplot........................................................................ 295,933(10) 3.5%
Robert M. Stemmler.................................................................... 239,733(11) 2.3%
Rawland F. Taplett.................................................................... 429,979(12) 5.1%
Douglas W. Toms....................................................................... 243,273(13) 2.9%
All executive officers and directors as a group (13 persons).......................... 4,616,314 54.4%
</TABLE>
- ------------------------
* Less than 1%
(1) Includes 27,500 shares subject to options under Directors Stock Option
Plan.
(2) 30,819 shares subject to options under Incentive Stock Option Plan;
employment terminated July 1999.
(3) 23,737 shares subject to options under Incentive Stock Option Plan.
(4) 8,800 shares subject to options under Incentive Stock Option Plan.
(5) 37,600 shares subject to options under Incentive Stock Option Plan.
(6) 10,000 shares subject to options under Directors Stock Option Plan.
(7) 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."
(8) Shares voting and investment power with respect to 1,230,614 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."
(10) Includes 30,000 shares subject to options under Directors Stock Option
Plan.
(11) 238,414 shares subject to options under Incentive Stock Option Plan and
1,319 shares held in a self-directed 401(k) plan.
(12) Includes 50,000 shares subject to options under Directors Stock Option
Plan.
(13) Includes 50,000 shares subject to options under Directors Stock Option
Plan.
5
<PAGE>
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
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 49, has been the Senior Vice President and Secretary
since June 1989. He joined the Company in 1984 as Vice President of Finance and
Administration. Mr. Rasmussen is a director of Pacific Aerospace & Electronics,
Inc., a manufacturer of aerospace and electronic products.
SYED HUSSAIN, age 46, has been the Vice President of Technology and
Automotive OEM Operations since November 1996. Mr. Hussain joined the Company in
1993 and held various positions with the Company before becoming a Vice
President.
DENNIS D. HARTMAN, age 56, has been the Vice President of the Gaseous Fuels
Products Division since February 1999. Mr. Hartman joined the Company in April
1997 and held various positions with the Company before becoming a Vice
President. From February 1996 until joining the Company, Mr. Hartman was the
Operating Manager and a director of Columbia River Homes of Astoria, Oregon, a
manufacturer of modular homes. Prior to holding this position, Mr. Hartman was a
Vice President of Nacco Material Handling, Inc., a manufacturer of lift trucks.
DONALD L. DOMINIC, age 56, has been a Vice President and the General Counsel
since February 1999. Mr. Dominic is also the Assistant Secretary. He joined the
Company in 1994 and held various positions with the Company prior to becoming a
Vice President and the General Counsel.
WILLIAM B. OLSON, age 36, has been the Treasurer and Chief Financial Officer
since July 1999. He joined the Company in 1994 and has held various financial
positions with the Company, including serving as corporate controller, prior to
his appointment as Treasurer and CFO.
THOMAS M. COSTALES, age 52, was the Treasurer and Chief Financial Officer of
the Company from March 1995 until July 1999. 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.
6
<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 ....................... 1999 $ 239,255 $ 119,000 476(2) $ 34,439(3)
President and Chief 1998 229,673 96,000 200,139(2) 25,631
Executive Officer 1997 197,917 62,600 58,535(2) 31,181
Syed Hussain ............................. 1999 $ 159,615 $ 26,000 -0- $ 13,261(4)
Vice President of Technology 1998 134,321 30,500 100,000(2) 13,052
and Automotive OEM Operations 1997 108,333 27,900 17,000(2) 10,900
Donald L. Dominic ........................ 1999 $ 108,885 $ 32,000 476(2) $ 11,452(5)
Vice President 1998 127,507 32,000 40,545(2) 11,347
and General Counsel 1997 125,000 22,500 16,343(2) 12,526
Dennis D. Hartman ........................ 1999 $ 120,769 $ 36,000 112(2) $ 1,675(6)
Vice President of 1998 101,910 26,000 34,000(2) 1,506
Gaseous Fuel Products 1997 3,461(7) -0- -0- -0-
Division
Thomas M. Costales(8) .................... 1999 129,500 $ 25,000 -0- $ 17,621(9)
Treasurer and Chief 1998 118,458 36,000 40,237(2) 19,238
Financial Officer 1997 104,188 30,600 7,048(2) 17,355
</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 $18,494, Christmas bonus of $1,000,
automobile allowance of $12,000 and Company's contribution of $2,945
pursuant to the IMPCO Employee Savings Plan.
(4) Group term life insurance premium of $261, Christmas bonus of $1,000 and
automobile allowance of $12,000.
(5) Group term life insurance premium of $675, Christmas bonus of $1,000,
Company contribution of $1,377 pursuant to the IMPCO Employee Savings Plan
and automobile allowance of $8,400
(6) Group term life insurance premium of $675 and Christmas bonus of $1,000.
(7) Employment commenced April 1997.
(8) Employment terminated July 1999.
(9) Group term life insurance premium of $1,913, Company's contribution of
$2,708 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
7
<PAGE>
OPTIONS GRANTED IN FISCAL YEAR 1999
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.............................................. 476 43% $ 13.125 01/04/09
Syed Hussain.................................................... -0- 0% N/A N/A
Donald L. Dominic............................................... 476 43% 13.125 01/04/09
Dennis D. Hartman............................................... 112 10% 13.125 01/04/09
Thomas M. Costales.............................................. 53 4% 13.125 01/04/09
</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.................................................................... $ 10,176 $ 16,204
Syed Hussain.......................................................................... -0- -0-
Donald L. Dominic..................................................................... 10,177 16,204
Dennis D. Hartman..................................................................... 2,394 3,813
Thomas M. Costales.................................................................... 1,130 1,804
</TABLE>
- ------------------------
(1) Options granted to officers participating in the Company's Deferred
Compensation Plan. The Company matches fifty percent of each participant's
annual deferred compensation contribution under the Plan and approximately
one-half of the Company's matching contribution is in the form of options
under the Incentive Stock Option Plans.
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.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
AND
FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to exercise of options
during fiscal year 1999 and the value of unexercised options at the end of
fiscal year 1999.
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED
OPTIONS (IN VALUE OF UNEXERCISED
SHARES) IN-THE-MONEY OPTIONS
SHARES AT FISCAL AT FISCAL
ACQUIRED YEAR-END YEAR-END(2)
ON VALUE ----------------- --------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------- ----------- ------------- ----------------- --------------------
<S> <C> <C> <C> <C>
Robert M. Stemmler............................ -0- $ -0- 158,414/240,736 $ 165,130/$224,595
Donald L. Dominic............................. -0- -0- 7,737/49,627 17,100/53,700
Dennis D. Hartman............................. -0- -0- 0/34,112 0/8,700
Syed Hussain.................................. 7,400 47,512 0/111,400 0/105,954
Thomas M. Costales............................ -0- -0- 14,819/44,519 3,540/40,110
</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, 1999 ($8.50) and the
exercise price of the options.
EMPLOYMENT AGREEMENT
An Employment Agreement between the Company and Robert M. Stemmler that
provided for two consecutive twelve-month periods of employment of Mr. Stemmler
as the President and Chief Executive Officer terminated on April 1, 1999. The
Employment Agreement required payment of an annual base salary of $230,000 and
payment of incentive compensation under the Company's Bonus Incentive Plan.
The Company entered into a new Employment Agreement with Mr. Stemmler for a
term of three consecutive twelve-month periods commencing on April 1, 1999. It
requires payment of an annual base salary of $300,000 during the first twelve
months, $330,000 during the second twelve months and $360,000 during the third
twelve months, and payment of incentive compensation under the Company's Bonus
Incentive Plan unless the Board of Directors approves another cash bonus plan
which supersedes the Bonus Incentive Plan. It also provides for certain
benefits, including term life insurance of $750,000, disability insurance and a
car allowance. The Employment Agreement is subject to termination events, which
include Mr. Stemmler's resignation and the Company's right to terminate him. If
terminated without cause, Mr. Stemmler is entitled to cash payments and benefits
that he would have otherwise been entitled to during the eighteen months
following termination, and if termination is without cause following a change in
ownership of the Company, Mr. Stemmler is entitled to such cash payments and
benefits for twenty-four months following termination.
9
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the Board of
Directors. In fiscal year 1999, as in prior years, the nonmanagement members of
the Board of Directors determined the compensation to be paid to the executive
officers.
FISCAL YEAR 1999 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 the
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 highly compensated management employees and Directors with the
opportunity to participate in a deferred compensation program. Under the Plan,
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 granted on the first day of each
calendar year and the exercise price is the closing price on the Nasdaq National
Market on the first trading day of the calendar year. 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 the 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 for a term which ended on April 1, 1999. Pursuant to that
Employment Agreement, he was paid a base salary at an annual rate of $230,000.
In addition to the base salary, Mr. Stemmler was eligible for an annual cash
bonus under the Bonus Incentive Plan. Mr. Stemmler's bonus for fiscal year 1999
was $119,000.
The Company entered into a new Employment Agreement with Mr. Stemmler for a
three-year term commencing April 1, 1999 which is described under "Employment
Agreement" above. It provides for a base salary at an annual rate of $300,000
during the first twelve months.
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<PAGE>
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 1999 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 foregoing report was made by the members of the Compensation Committee.
Don J. Simplot, Chair
Ulrich Ruetz
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>
<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 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 was
then 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.
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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).
<TABLE>
<CAPTION>
NASDAQ
VALUE AT TRUCKING
APRIL 30 IMPCO NASDAQ TRANSPORTATION
- ----------- ----------- ----------- ---------------
<S> <C> <C> <C>
1994..... 100.0 100.0 100.0
1995..... 80.0 116.3 100.1
1996..... 78.8 165.7 118.7
1997..... 72.9 175.4 116.3
1998..... 117.7 262.0 170.8
1999..... 80.0 356.0 145.5
</TABLE>
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APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has audited the Company's financial statements for the
fiscal years ended April 30, 1988 through 1999.
The Board of Directors has selected Ernst & Young LLP as independent public
accountants for the Company for the fiscal year ending April 30, 2000. 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 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 2000 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 1999 all
officers, directors and greater than 10% beneficial owners complied with the
Section 16(a) filing requirements, except that Messrs. Costales, Hussain and
Stemmler each filed one late report covering the acquisition of shares under the
Deferred Compensation Plan, Messrs. Mumford and Scarff each failed to file one
report covering grants of options under the Directors Stock Option Plan, Mr.
Ruetz filed one late report covering a grant of options under the Directors
Stock Option Plan, and Messrs. Hussain and Taplett each filed one late report
covering one sale transaction.
PROPOSALS OF STOCKHOLDERS
In order for proposals of stockholders to be included in the proxy materials
for presentation at the 2000 Annual Meeting of Stockholders, such proposals must
be received by the Corporate Secretary no later than May 12, 2000.
The Company's Bylaws require that nominations of persons for election to the
Board of Directors must be received by the Corporate Secretary not less than
seventy nor more than ninety days prior to the anniversary of the preceding
year's annual meeting. Last year's annual meeting was held on October 15, 1998.
The Nominating Committee will consider stockholder nominations when making
recommendations to the Board of Directors.
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<PAGE>
OTHER INFORMATION
The 1999 Annual Report of the Company for the fiscal year ended April 30,
1999 was mailed to stockholders prior to or together with the mailing of this
Proxy Statement. Stockholders who did not receive a copy of the 1999 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,
/s/ DALE L. RASMUSSEN
--------------------------------------
Dale L. Rasmussen
SECRETARY
Cerritos, California
September 20, 1999
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<PAGE>
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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 27, 1999, and at any adjournment thereof, as follows:
------------------
See Reverse
Side
------------------
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^ 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
Norman L. Bryan Christopher G. Mumford Don J. Simplot 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 ___________________, 1999
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>
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^ FOLD AND DETACH HERE ^
