<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 under (S)240.14a-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.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22 (a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 by written 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 on October 19, 2000
---------------------
IMPCO Technologies, Inc. (the "Company" or "IMPCO") will hold its Annual
Meeting of Stockholders at the Hyatt Regency Hotel, 17900 Jamboree Blvd.,
Irvine, California, on Thursday, October 19, 2000 at 1:30 p.m. local time.
We are holding this meeting:
. To elect two members of the Board of Directors for terms of three years
or until his successor is elected and qualified;
. To consider and vote upon a proposal to approve the 2000 Incentive Stock
Option Plan;
. To consider and vote upon a proposal to amend the Certificate of
Incorporation of the Company to increase the number of authorized shares
of Common Stock from 25,000,000 to 100,000,000;
. 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 15, 2000 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. A list of such stockholders will be available for examination by any
stockholder at the Annual Meeting for any purpose germane to the Annual
Meeting, at the Company's office at 17872 Cartwright Road, Irvine, California,
for a period of ten days prior to the Annual Meeting. The vote of each
stockholder is important. Whether or not you plan to attend the Annual
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 19, 2000
<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 19, 2000 at 1:30 p.m., local time, at the Hyatt Regency
Hotel, 17900 Jamboree Blvd., Irvine, California, and at any adjournment
thereof.
These proxy materials are being mailed to stockholders commencing on or
about September 19, 2000. 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 the election of all of
the nominees for the Company's Board of Directors listed in this Proxy
Statement, (ii) for approval of the 2000 Stock Incentive Option Plan, (iii) for
approval of an amendment to the Certificate of Incorporation of the Company
increasing the authorized Common Stock of the Company to 100,000,000 shares,
and (iv) for ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants. If other matters come before the
Annual 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 Annual 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 15, 2000
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. While there is no definitive statutory or case law
authority in Delaware as to the proper treatment of abstentions (also referred
to as withheld votes), the Company believes that abstentions should be counted
for purposes of determining if a quorum is present at the Annual Meeting for
the transaction of business. With respect to broker nominee votes, the Delaware
Supreme Court has held that broker nominee votes may be counted as present or
represented for purposes of determining the presence of a quorum. Abstentions
are included in determining the number of shares voted on the proposals
submitted to stockholders (other than the election of directors) and will have
the same effect as a vote against such proposals. Broker "non-votes" are
included in determining the number of shares voted on for the proposal to
ratify the selection of Ernst & Young LLP as the Company's independent auditors
and will be the same effect as a vote against such proposal. However, broker
non-votes will not be counted for the other proposals submitted to
stockholders. Directors are elected by plurality of the votes of the shares of
Common Stock represented and voted at the Annual Meeting and abstentions and
broker non-votes will have no effect on the outcome of the election of
Directors. The affirmative vote of a majority of the shares of Common Stock
represented and voted at the meeting is required for approval of Proposal II,
Proposal III and Proposal IV.
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, 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.
Information About Directors
and Nominees for Election
The names 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 Term Continuing Until 2003
Douglas W. Toms has been a Director since October 1980 and is the Chair of
the Nominating Committee. He served as our President and Chief Executive
Officer from October 1980 to April 1989. From April 1989 to March 1995, Mr.
Toms was a consultant to American Honda Motor Company, Inc. Since March 1995,
Mr. Toms has been self-employed as a contract engineer. Mr. Toms holds a B.S.
degree from Central Michigan University in accounting/economics and a
M.S. degree in traffic engineering from Michigan State University.
J. David Power III was elected as a Director by the Board of Directors to
fill a vacancy in August, 2000. He is the founder of J.D. Power and Associates
where he has been Chairman since 1996. Mr. Power has previously worked with
Ford Motor Company, General Motors Corporation, and J.I. Case Company.
Mr. Power was a recipient of the Automotive Hall of Fame's Distinguished
Service Citation. Mr. Power graduated from the College of Holy Cross, has an
M.B.A. from The Wharton School of Finance at the University of Pennsylvania,
and holds honorary doctorate degrees from College of the Holy Cross, California
Lutheran University, and California State University, Northridge.
The Board of Directors recommends a vote "FOR" election of each of these
nominees.
Directors Whose Terms Continue Until 2001
Paul Mlotok has been a Director since April 1997. Since July 1990, he has
been a Principal of Global Business Network, a consulting firm specializing in
strategy development particularly in the energy and natural resources
industries. From 1989 to 1995, he was a Principal and analyst at Morgan Stanley
& Co. Mr. Mlotok has a B.A. degree in economics from Cornell University and a
Ph.D. degree in economics from Brown University.
Ulrich Ruetz 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 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. Mr. Ruetz holds a B.Sc. degree in mechanical
engineering from Polytechnikum Friedberg.
2
<PAGE>
Robert M. Stemmler has been our President and Chief Executive Officer since
May 1993. He has also been a Director since May 1993, and the Chairman of our
Board of Directors since June 1998. From December 1992 until July 1993, Mr.
Stemmler was a full time consultant for IMPCO. He was also the General Manager
of IMPCO Technologies, Inc. from 1982 to 1985 and has held various management
and executive positions throughout his career at Celanese Corp (now Hoechst-
Celanese), A.J. Industries and Sargent Fletcher Company. Mr. Stemmler is a
director of Pacific Aerospace & Electronics, Inc., an international
manufacturer of aerospace and electronic components. He holds an M.B.A. degree
from Seton Hall University and a B.S. degree in mechanical engineering from
Washington University.
Directors Whose Terms Continue Until 2002
Norman L. Bryan has been a Director since November 1993 and is Chair of the
Audit Committee. He has been a consultant since 1995. Mr. Bryan has been
employed as the Senior Vice President of Sales and Marketing of EIT, Inc., an
electric meter manufacturing company, since 1998. 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. Mr. Bryan holds a M.A. degree in business
from Stanford University and a B.S.M.E. degree in mechanical engineering from
California State University in San Jose.
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 Director member of the office of
the chair 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.
Meetings of the Board of Directors and Committees
During the fiscal year ended April 30, 2000, there were seven 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.
Current members of the Audit Committee are Norman L. Bryan, Chair, Paul
Mlotok and Douglas W. Toms. 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, 2000.
Current members of the Compensation Committee are Don J. Simplot, Chair, J.
David Power and Ulrich Ruetz. 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, 2000.
Current members of the Nominating Committee are Douglas W. Toms, Chair, J.
David Power and Don J. Simplot. 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, 2000.
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 the Audit, Compensation and Nominating
Committees are paid an annual fee of $3,000.
3
<PAGE>
As of July 31, 2000, a total of 150,000 options were held by our current
Directors under the 1993 Stock Option Plan for Nonemployee Directors, of which
130,000 are vested and are held by Messrs. Bryan, Mlotok, Ruetz, Simplot and
Toms. A total of 60,000 options were available for future grants as of July 31,
2000. 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 25.0% 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 25.0% for each full calendar year in which the optionee served as one of our
Directors. Options must be exercised while serving as 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 Interlocks and Insider Participation
During fiscal year 2000, the Compensation Committee consisted, at various
times, of Rawland F. Taplett and Christopher G. Mumford, both resigned
Directors, and Mr. Simplot and Mr. Ruetz. None of these persons is or has been
an officer or employee of the Company or any of its subsidiaries. In addition,
there are no Compensation Committee interlocks between the Company and other
entities involving the Company's executive officers and Directors who serve as
executive officers of such entities.
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 July 31, 2000, there were
10,268,805 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting (not including treasury shares or shares issuable upon exercise
of options), and the holders of those shares will be entitled to one vote per
share.
4
<PAGE>
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of our outstanding Common Stock as of July 31, 2000 by:
. each person who is the beneficial owner of more than 5% of the Company's
capital stock;
. each of the Company's Directors;
. the Company's chief executive officer and the Company's four other most
highly compensated executive officers whose annual compensation exceeded
$100,000 for the last fiscal year (the "Named Executive Officers"); and
. all of the Company's executive officers and Directors as a group.
Except as otherwise indicated, all of the shares indicated in the table are
shares of Common Stock and each beneficial owner has sole voting and investment
power with respect to the shares set forth opposite its name. This percentage
ownership included in the following is based on 10,268,805 shares of Common
Stock outstanding as of July 31, 2000.
<TABLE>
<CAPTION>
Shares Beneficially
Owned
---------------------------
Name of Beneficial Owner Number Percent
------------------------ ------------ ----------
<S> <C> <C>
Norman L. Bryan................................. 31,000(1) *
Donald L. Dominic............................... 35,943(2) *
Dennis D. Hartman............................... 21,028(3) *
Syed Hussain.................................... 40,600(4) *
Paul Mlotok..................................... 15,000(5) *
J. David Power III.............................. 0 *
Dale L. Rasmussen............................... 131,362(6) 1.3%
Ulrich Ruetz.................................... 1,235,614(7) 12.0
Don J. Simplot.................................. 295,933(8) 2.9
Robert M. Stemmler.............................. 296,615(9) 2.8
Douglas W. Toms................................. 288,637(10) 2.8
Kern Capital Management, LLC(11)................ 1,219,300 11.9
Questor Partners Fund, L.P...................... 1,115,326(12) 10.9
BERU Aktiengesellschaft(13)..................... 1,230,614 12.0
All executive officers and Directors as a
group(12 persons).............................. 2,407,732(14) 22.8
</TABLE>
--------
* Less than 1% of the outstanding Common Stock.
(1) Includes 30,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(2) Includes 35,943 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(3) Includes 18,028 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(4) Includes 40,600 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(5) Includes 15,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(6) Includes 44,700 shares subject to options issuable upon exercise of
outstanding options that are exercisable within 60 days after July 31,
2000.
(7) Shares voting and investment power with respect to 1,230,614 shares owned
by BERU AG. Includes 5,000 shares issuable upon exercise of outstanding
options that are exercisable within 60 days after July 31, 2000. The
address for Mr. Ruetz is c/o BERU Aktiengesellschaft, Moerikestrasce 155,
Ludwigsburg, Germany.
(8) Includes 30,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(9) Includes 291,496 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(10) Includes 50,000 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
(11) The address of Kern Capital Management LLC is 114 West 47th Street, Suite
1926, New York, New York 10036.
5
<PAGE>
(12) Represents 1,040,594 shares owned by Questor Partners Fund, L.P. and
74,732 shares owned by Questor Side-by-Side Partners, L.P. In March 2000,
the two Questor partnerships entered into an agreement that, without the
consent of FleetBoston Robertson Stephens, Inc., the partnerships will not
sell any of their remaining shares before the expiration of 135 days after
the completion of an offering of common stock in a registration statement
on Form S-3 dated July 14, 2000. After the thirtieth day following the
effective date of such registration statement, the Questor partnerships
may require us to register some or all of their remaining shares on a
separate registration statement. Sales under this separate registration
statement could begin to occur after completion of the 135 day period or
at a later time, if the Questor partnerships defer their request to a
later date. The address of Questor Partners Fund, L.P. and Questor Side-
by-Side Partners, L.P. is 103 Springer Building, 3411 Silverside Road,
Wilmington, Delaware 19810.
(13) The address of BERU Aktiengesellschaft is Moerikestrasce 155, Ludwigsburg,
Germany.
(14) Includes 576,766 shares issuable upon exercise of outstanding options that
are exercisable within 60 days after July 31, 2000.
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. Executive 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 2000 all executive officers, Directors and greater than 10% beneficial
owners complied with the Section 16(a) filing requirements, except that Mr.
Toms filed one late Form 4 report relating to a sale transaction.
6
<PAGE>
MANAGEMENT
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 Certain
Beneficial Owners and Management."
Directors and Executive Officers
The names, ages and positions of our current Directors and executive
officers as of September 19, 2000 are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <S> <C>
Robert M. Stemmler (4)........... 64 Chairman of the Board of Directors, President and
Chief Executive Officer
Dale L. Rasmussen................ 50 Senior Vice President and Secretary
Syed Hussain..................... 47 Vice President of Technology and Automotive OEM
Division
Dennis D. Hartman................ 58 Vice President of the Gaseous Fuel Products Division
Donald L. Dominic................ 59 Vice President and General Counsel
William B. Olson................. 37 Treasurer and Chief Financial Officer
Norman L. Bryan (1)(4)........... 59 Director
Paul Mlotok (1)(4)............... 55 Director
J. David Power (2)(3)(4)......... 69 Director
Ulrich Ruetz (2)(4) ............. 60 Director
Don J. Simplot (2)(3)(4)......... 65 Director
Douglas W. Toms (1)(3)(4)........ 70 Director
</TABLE>
--------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating Committee
(4) See biography under "Proposal I--Election of Directors--Information About
Directors and Nominees for Election."
Dale L. Rasmussen has been our Senior Vice President and Secretary since
June 1989. He joined IMPCO in April 1984 as Vice President of Finance and
Administration and Corporate Secretary. Prior to joining IMPCO, Mr. Rasmussen
was a commercial banker for 12 years at banks that were acquired by Key Bank
and U.S. Bank. Mr. Rasmussen is a director of Pacific Aerospace & Electronics,
Inc., an international manufacturer of aerospace and electronic components. He
received his B.A. degree in Business Administration and Economics from Western
Washington University and is a graduate of the Pacific Coast Banking School.
Syed Hussain has been our Vice President of Technology and Automotive OEM
division since November 1996. Prior to joining IMPCO in 1992, Mr. Hussain
worked for General Motors Saturn, Eaton and Bendix (Allied Signal). He has over
18 years of automotive experience in engines, emission controls, powertrain and
related electronic and electromechanical devices. Mr. Hussain holds an M.S.E.E.
degree from Illinois Institute of Technology in Chicago, Illinois and a
B.S.E.E. degree from the University of Engineering and Technology in Pakistan.
Dennis D. Hartman has been our Vice President and General Manager of IMPCO
Technologies in charge of the Gaseous Fuel Products division since February
1999. From January 1996 until joining IMPCO in April 1997, 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 and worked for the Ford Motor Company in Dearborn, Michigan in finance.
Mr. Hartman is a graduate of the University of California, Berkeley. He holds a
M.B.A. degree in finance from that same institution.
7
<PAGE>
Donald L. Dominic has been our Vice President, General Counsel and Director
of Human Resources since February 1999 and is also our Assistant Secretary.
Prior to joining our company in 1994, Mr. Dominic held various management and
technical positions with Honeywell, Hughes and Sargent-Fletcher Company.
Mr. Dominic holds a B.S.E.E. degree from the University of Illinois, a M.S.E.E.
from West Coast University, a M.B.A. degree from the University of Southern
California, and a J.D. degree from the University of La Verne.
William B. Olson has been our Treasurer and Chief Financial Officer since
July 1999. He originally joined IMPCO in 1994 and has held various financial
positions with us, including serving as Corporate Controller. Prior to joining
IMPCO, Mr. Olson was with the public accounting firm of Ernst & Young and its
Kenneth Leventhal Group. Mr. Olson holds a B.S. degree in business and
operations management from Western Illinois University and a M.B.A. degree in
finance and economic policy from the University of Southern California.
Mr. Olson is a Certified Financial Manager and a Certified Management
Accountant.
Executive Compensation
The following table sets forth all compensation paid or accrued during each
of the Company's last three fiscal years to the Named Executive Officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
------------------
Annual Compensation Securities All Other
--------------------- Underlying Compensation
Name and Principal Position Year Salary($)(1) Bonus($) Options/SARs(2)(#) ($)
--------------------------- ---- ------------ -------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Robert M. Stemmler............. 2000 $308,233 $127,000 452 $39,164(3)
President and Chief 1999 239,255 120,000 476 33,439
Executive Officer 1998 229,673 96,000 200,129 25,631
Dale L. Rasmussen.............. 2000 $125,000 $33,000 452 $15,885(4)
Senior Vice President 1999 103,885 22,000 0 15,763
and Secretary 1998 93,164 28,000 60,000 14,118
Syed Hussain................... 2000 $203,846 $49,000 10,000 $12,198(5)
Vice President of Technology 1999 159,615 27,000 -- 12,261
and Automotive OEM Division 1998 134,321 30,500 100,000 13,052
Donald L. Dominic.............. 2000 $120,000 $38,000 452 $44,525(6)
Vice President 1999 108,885 33,000 476 10,452
and General Counsel 1998 127,507 32,000 40,545 11,347
Dennis D. Hartman.............. 2000 $170,000 $45,000 20,153 $19,131(7)
Vice President of Gaseous Fuel 1999 120,769 37,000 112 1,575
Products Division 1998 101,910 26,000 34,000 1,506
</TABLE>
--------
(1) Includes amounts deferred by executive officers pursuant to the Employee
Savings Plan and Deferred Compensation Plan.
(2) Includes options under Incentive Stock Option Plans.
(3) Includes a group term life insurance premium of $11,152, an automobile
allowance of $12,000, a matching contribution of $4,512 pursuant to the
Employee Savings Plan, and $11,500 of tax preparation and planning fees.
(4) Includes a group term life insurance premium of $1,170, a matching
contribution of $2,715 pursuant to the Employee Savings Plan and an
automobile allowance of $12,000.
(5) Includes a group term life insurance premium of $198 and an automobile
allowance of $12,000.
(6) Includes a group term life insurance premium of $545, a matching
contribution of $1,980 pursuant to the Employee Savings Plan, an automobile
allowance of 12,000, and payments to a related party of $30,000.
(7) Includes a group term life insurance premium of $545, a matching
contribution of $6,586 pursuant to the Employee Savings Plan and an
automobile allowance of $12,000.
8
<PAGE>
Option/Grants During Fiscal Year 2000
The following table describes the options to acquire shares of our Common
Stock that were granted to the Named Executive Officers in fiscal year 2000:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options/SARs Exercise Price Appreciation for
Underlying Granted to or Base Option Term(2)
Options/SARs Employees in Price Expiration -----------------------
Name Granted(1) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ------------ ------------ -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Stemmler...... 452 * $13.813 01/03/10 $ 3,926 $ 9,950
Dale L. Rasmussen....... 452 * 13.813 01/03/10 3,926 9,950
Syed Hussain............ 10,000(3) 9.5% 10.375 07/19/09 65,248 165,351
Donald L. Dominic....... 452 * 13.813 01/03/10 3,926 9,950
Dennis D. Hartman....... 20,000(4) 19.0% 10.375 07/19/09 130,496 330,702
153(5) * 13.813 01/03/10 1,329 3,368
</TABLE>
--------
* Less than 1%
(1) Represents options granted to officers participating in the Deferred
Compensation Plan. We matched 50% of each participant's annual deferred
compensation contribution under the Deferred Compensation Plan and
approximately 50% of our matching contribution is in the form of options
under our 1996 and 1997 Incentive Stock Option Plans. Options are granted
at the fair market value of our 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
us, or within three months following termination of employment. 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) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent our estimate or projection of our future common stock prices.
(3) Represents options issued to Mr. Hussain under the 1997 Incentive Stock
Option Plan.
(4) Represents options issued to Mr. Hartman under the 1997 Incentive Stock
Option Plan.
(5) Represents options issued to Mr. Hartman under the 1996 Incentive Stock
Option Plan.
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values
The following table sets forth information concerning exercises of stock
options during fiscal year 2000 and the value of unexercised options held by
the Company's Named Executive Officers.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options Shares Underlying In-the-Money Options at
Acquired on Value at Fiscal Year-End (#) Fiscal Year-End(2)
Exercise Realized ------------------------- -------------------------
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Stemmler...... 3,800 $26,600 251,495 144,307 $2,998,918 $1,829,071
Dale L. Rasmussen....... -- -- 32,200 40,252 412,970 507,740
Syed Hussain............ 23,400 86,775 20,600 77,400 259,522 955,512
Donald L. Dominic....... -- -- 27,942 29,874 366,742 377,345
Dennis D. Hartman....... -- -- 13,628 40,637 145,456 416,967
</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, 2000 and the exercise
price of the options.
9
<PAGE>
Employment Agreements
The Company entered into an Employment Agreement with Mr. Stemmler for a
term of three consecutive 12-month periods commencing on April 1, 1999. It
requires payment of an annual base salary of $300,000 during the first 12
months, $330,000 during the second 12 months and $360,000 during the third 12
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 18 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 24 months following termination.
The Company also entered into an Employment Agreement with its Chief
Financial Officer, William B. Olson, on August 2, 1999 for a term of one year
with an option to extend the agreement for an additional one year period. It
requires payment of an annual base salary of $130,000 per year and a
discretionary annual or periodic bonus. The Employment Agreement is subject to
termination events, which include the Company's right to terminate Mr. Olson's
employment. If terminated without cause, Mr. Olson is entitled to cash payments
and benefits that he would have otherwise been entitled to during the 26 weeks
following termination.
Compensation Committee Report on Executive Compensation
The following report on executive compensation is furnished by the Board of
Directors. In fiscal year 2000, as in prior years, the nonmanagement members of
the Board of Directors determined the compensation to be paid to the Company's
executive officers.
Fiscal Year 2000 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.
10
<PAGE>
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 has served as Chief Executive Officer pursuant to a
three year Employment Agreement which commenced April 1, 1999. Pursuant to
that Employment Agreement, he was paid a base salary at an annual rate of
$300,000 in fiscal year 2000. 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 2000 was $127,000.
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 2000
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
as of February 9, 2000.
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 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 shares of Common Stock owned by it as of June 5, 1998 (including 614,250
shares of Common Stock into which the Company's 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 the Company (other than
because of death or disability) will terminate.
11
<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).
[PERFORMANCE GRAPH APPEARS HERE]
Value at April 30
<TABLE>
<CAPTION>
Nasdaq
Value at Trucking
April 30 IMPCO Nasdaq Transportation
-------- ----- ------ --------------
<S> <C> <C> <C>
1995 100.0 100.0 100.0
1996 98.5 136.8 111.4
1997 91.2 161.3 115.2
1998 147.1 221.8 162.4
1999 100.0 220.5 121.0
2000 238.2 357.1 140.7
</TABLE>
The foregoing report of the Compensation Committee of the Board of Directors
on executive compensation and the performance graph that appears immediately
above shall not be deemed to be soliciting material or to be filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934, or incorporated
by reference in any document so filed.
12
<PAGE>
PROPOSAL II
APPROVAL OF 2000 INCENTIVE STOCK OPTION PLAN
The Board of Directors adopted the 2000 Incentive Stock Option Plan (the
"Plan") subject to stockholder approval. It is similar to the Company's 1996
and 1997 Incentive Stock Option Plans and was adopted because of the small
number of options remaining available for grant under the prior plans. The
Board of Directors believes that use of stock options is desirable as an
effective means of securing to the Company and its stockholders the advantages
of the incentive inherent in stock ownership by participating employees, whose
judgment, initiative and efforts are important to the Company for the
successful conduct of its business. Stockholder approval of the Plan will
enable the Company to continue incentive stock option programs for employees of
the Company and provide the flexibility to make stock-based incentive
compensation awards.
The Plan is set forth in full as Appendix A to this Proxy Statement and
reference is made thereto for a complete statement of its terms and provisions.
The principal features of the Plan are discussed below.
Description of the Plan
The Plan is administered by the Board of Directors, which has the authority
to appoint a Stock Option Committee consisting of three directors and delegate
administration to the Committee. It determines the employees to be granted
options and the amount of stock options to be awarded to employees. Employees,
including officers, of the Company and its subsidiaries are eligible to receive
options. As of July 31, 2000, the Company had approximately 600 employees. The
total number of shares of Common Stock which may be issued pursuant to options
under the Plan is 500,000. When an option expires or terminates for any reason,
the number of unexercised or forfeited shares subject to the option may again
become available for grant under the Plan.
The Plan provides for options which qualify as "incentive stock options" as
defined under the Internal Revenue Code. The option price must be at least
equal to the fair market value of the Company's Common Stock on the date of
grant. Options are not assignable except by will or the laws of decent and
distribution. Normally, Options vest and are exercisable cumulatively (i) as to
40% of the total number of shares initially subject to the option, 24 months
following the date of grant of such option, and (ii) as to 20% of the total
number of shares initially subject the option, once during each 12-month period
thereafter, so that 60 months following the date of grant such options are
fully vested and exercisable. An optionee may exercise an option only while an
employee of the Company or one of its subsidiaries, or within three months
following the termination of such employment. If an optionee becomes disabled
or dies while in the employ of the Company or a subsidiary, the option may be
exercised within one year of the optionee's death or termination due to
disability. If an optionee retires at age 62 or older and was continuously
employed for five years preceding retirement, any unvested options immediately
vest upon retirement and must be exercised within three months following the
date of retirement. In no event may an option be exercised more than ten years
after the date of grant. The option price may be paid in cash or by the
surrender of shares of the Company's Common Stock owned by the employee
exercising the option and having a fair market value on the date of exercise
equal to the option price, or in any combination of cash and shares equal to
the option price.
The Plan does not limit the aggregate number of shares which may be optioned
to any one employee or in any single year. However, the maximum value of grants
that vest in a calendar year is limited to $100,000 for each employee. The Plan
provides for appropriate adjustment of the number of shares available for
issuance under the Plan, including the number of shares subject to outstanding
options and the purchase price thereof, in the event of reorganizations, stock
splits, combinations of shares, stock dividends or other recapitalizations of
the Company.
The Plan will terminate on August 17, 2010. The Board of Directors may at
any time amend, suspend or discontinue the Plan, except that no amendment may
be made without the approval of the stockholders which would increase the
number of shares subject to the Plan, materially change the designation of the
class of employees eligible to receive options, remove the administration of
the Plan from the Board of Directors or the Stock Option Committee or
materially increase the benefits accruing to participants under the Plan.
13
<PAGE>
Federal Income Tax Effects
An optionee realizes no taxable income upon either a grant or the exercise
of the option. If the optionee disposes of stock acquired upon exercise of the
option within two years from the date of grant or within one year from the
date of exercise (disqualifying disposition), the difference between the
option price and the fair market value on the date of exercise (not to exceed
the gain recognized on the sale) will be taxed at ordinary income rates and
any gain in excess of such amount will be a long-term or short-term capital
gain, depending on the length of time the stock was held by the optionee. If
the optionee sells the stock acquired upon exercise of the option more than
one year after the date of exercise and more than two years after the date of
grant, the difference between the option price and the sales price will be
taxed as long-term capital gain or loss. The spread between the option price
and the fair market value of the stock on the date of exercise will be
classified as an item of tax preference for purposes of computing the
alternative minimum tax.
The Company has no tax deduction with respect to the grant or exercise of
an option or the sale of stock acquired pursuant to an option under the Plan,
except to the extent that an employee recognizes ordinary income upon a
disqualifying disposition of such stock.
The Board of Directors recommends a vote "FOR" approval of the 2000
Incentive Stock Option Plan
PROPOSAL III
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY
INCREASING THE AUTHORIZED COMMON STOCK OF THE COMPANY TO 100,000,000 SHARES
On August 17, 2000, the Board of Directors approved, subject to the
approval of a majority of the holders of the outstanding shares of Common
Stock, the filing of a Certificate of Amendment to the Company's Certificate
of Incorporation to increase the number of the Company's authorized shares of
Common Stock by 75,000,000, from 25,000,000 to 100,000,000 shares. No change
is to be made to the authorized number of shares of the Company's preferred
stock.
If the amendment is approved, the Company will have 100,000,000 shares of
Common Stock authorized, $.001 par value. The increase in the number of
authorized shares of Common Stock will not effect the relative rights or
privileges of the holders of currently outstanding Common Stock.
The Board of Directors believes that it is desirable to increase the number
of authorized shares of Common Stock to have the ability to issue such
additional shares from time to time to provide flexibility in addressing the
financing needs of the Company and for general corporate purposes.
The Board of Directors recommends a vote "FOR" amending the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 25,000,000 to 100,000,000 shares.
14
<PAGE>
PROPOSAL IV
RATIFICATION OF APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has audited the Company's financial statements for the
fiscal years ended April 30, 1988 through 2000.
The Board of Directors has approved Ernst & Young LLP as independent public
accountants for the Company for the fiscal year ending April 30, 2001. Although
not required to be voted upon by the stockholders, the Board of Directors deems
it appropriate for the approval 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 approval of Ernst &
Young LLP, unless a contrary choice has been specified in the proxy. If the
stockholders do not ratify the approval of Ernst & Young LLP by a majority
vote, the approval of independent public accountants will be considered by the
Board of Directors, although the Board of Directors would not be required to
approve different independent public accountants for the Company. The Board of
Directors retains the power to approve another firm as independent public
accountants for the Company to replace a firm whose approval 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 2001 and
recommends a vote "FOR" ratification of such appointment.
PROPOSALS OF STOCKHOLDERS
Stockholders who may wish to present proposals for inclusion in the
Company's proxy materials in connection with the 2001 Annual Meeting of
Stockholders must submit such proposals in writing to the Secretary at the
address shown at the top of page one not later than 70 nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting; provided
however, that in the event that the date of the annual meeting is advanced by
more than 20 days, or delayed by more than 70 days, from such anniversary date,
notice by the stockholder must be received not later than the close of business
on the tenth day following the day on which notice of the annual meeting date
was mailed or publicly disclosed. A stockholder's notice to the Secretary must
set forth for each matter proposed to be brought before the annual meeting (a)
as to
15
<PAGE>
each person whom the stockholder proposes to nominate for election or re-
election as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (b) as to any other business that the stockholder proposed
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposed is made; and (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the corporation which are
owned beneficially and of record by such stockholder and such beneficial owner.
OTHER INFORMATION
The 2000 Annual Report of the Company for the fiscal year ended April 30,
2000 is enclosed with this Proxy Statement. Stockholders who did not receive a
copy of the 2000 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 Annual Meeting. If any other
business requiring a vote of the stockholders should come before the Annual
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 19, 2000
16
<PAGE>
APPENDIX A
IMPCO TECHNOLOGIES, INC.
2000 INCENTIVE STOCK OPTION PLAN
Purpose of the Plan. The purpose of this Incentive Stock Option Plan is to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees of the Company
and to promote the success of the Company's business. It is intended that
options issued pursuant to this Incentive Stock Option Plan constitute
"incentive stock options" within the meaning of Section 422 of the Code.
1. Definitions. As used herein, the following definitions shall apply:
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the Company's common stock, par value $.001 per
share.
"Company" means IMPCO Technologies, Inc., a Delaware corporation.
"Committee" means the Committee appointed by the Board in accordance
with Section 3(a) of the Plan.
"Employee" means any person employed by the Company or any Subsidiary of
the Company which now exists or is hereafter organized or is acquired by
the Company.
"Option" means a stock option granted pursuant to the Plan.
"Optionee" means a person who holds an Option.
"Plan" means this 2000 Incentive Stock Option Plan.
"Subsidiary" means a corporation of which more than 50% of the voting
shares are held directly by the Company or directly and indirectly by the
Company and one or more Subsidiaries, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a
Subsidiary.
2. Stock Subject to the Plan. Subject to Section 10, the maximum number of
shares which may be optioned and sold under the Plan is 500,000 shares of
Common Stock.
If an Option should expire or become unexercisable in whole or in part for
any reason, the remaining shares of Common Stock which were subject to the
Option shall, unless the Plan shall have been terminated, become available for
other Options under the Plan.
3. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board or, as determined
by the Board, a Committee appointed by the Board. The Committee shall consist
of not less than three members of the Board and shall administer the Plan
subject to such terms and conditions as the Board may prescribe. From time to
time the Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan. The Committee shall
select one of its members as chairman and shall hold meetings at such times and
places as it may determine.
Members of the Board who are either eligible for Options or have been
granted Options may vote on any matters affecting the administration of the
Plan or the grant of any Options pursuant to the Plan, except that no such
member shall act upon the granting of an Option to himself, but any such member
may be counted in determining the existence of a quorum at any meeting of the
Board or the Committee during which action is taken with respect to the
granting of Options to him.
As used in the Plan and in any Option, the term "Board" shall refer to the
Board, or the Committee if a Committee has been appointed.
A-1
<PAGE>
(b) Powers of the Board/Committee. Subject to the provisions of the Plan,
the Board shall have the authority, in its discretion: (i) to determine, upon
review of relevant information, the fair market value of the Common Stock; (ii)
to determine the exercise price per share of Options to be granted, which price
shall in no event be less than the fair market value per share of Common Stock
on the date of grant of the Option, or 110% of such fair market value in the
case of any Option granted to an Employee who, immediately before the grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or of its parent or Subsidiaries;
(iii) to determine the Employees to whom, and the time or times at which,
Options shall be granted and the number of shares to be represented by each
Option; (iv) to interpret the Plan; (v) to prescribe, amend and rescind rules
and regulations relating to the Plan; (vi) except as otherwise provided in this
Plan, to determine the terms and provisions of each Option granted under the
Plan (which need not be identical) and, with the consent of the holder thereof,
modify or amend each Option; (vii) to accelerate the vesting or exercise date
of any Option; (viii) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option granted by
the Board; and (ix) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
All decisions, determinations and interpretations of the Board shall be
final and binding on all Optionees and any other holders of any Options granted
under the Plan. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option. If the Board has appointed a Committee, the actions of the Committee
shall be reported to the Board.
4. Eligibility. Options may be granted only to Employees. An Employee who
has been granted an Option may, if he or she is otherwise eligible, be granted
an additional Option or Options.
No Option may be granted to an Optionee under the Plan if, as the result of
such grant, the aggregate fair market value (determined as of the time each
Option is granted) of the shares of Common Stock for which such Optionee has
been granted options which are exercisable for the first time by such Optionee
during any calendar year (under all incentive stock option plans of the
Company) would exceed $100,000.
The Plan shall not confer upon any Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with his or her right or the Company's right to terminate his or her employment
at any time.
5. Term of Plan. Subject to Section 16, the Plan shall become effective upon
its adoption by the Board. It shall continue in effect for a term of ten (10)
years from the effective date unless sooner terminated under Section 12.
6. Term of Option. Except as otherwise provided in Sections 8 and 10, the
term of each Option shall be for ten (10) years from the date of grant thereof
unless otherwise determined by the Board when granting an Option and set forth
in an Optionee's option agreement, except that the term of each Option granted
to an employee who, immediately before such Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or of its parent or Subsidiaries shall be for not more
than five (5) years from the date of grant thereof. Subject to the foregoing,
the term of each Option shall be determined by the Board.
7. Option Price and Consideration.
(a) The price for the shares of Common Stock to be issued pursuant to an
Option shall be such price as is determined by the Board, but shall in no event
be less than the fair market value per share of the Common Stock on the date of
grant of the Option. In the case of an Option granted to an Employee who,
immediately before the grant of such Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
of its parent or Subsidiaries, the price shall be not less than 110% of the
fair market value per share of such Common Stock. The fair market value shall
be determined by the Board
A-2
<PAGE>
in its discretion; provided, that if there is a public market for the Common
Stock, the fair market value shall be (i) the closing sale price as of the date
of grant on the Nasdaq National Market or, if the Common Stock is traded on a
stock exchange, the closing sale price as of the date of grant on the principal
stock exchange on which such stock is traded, and (ii) the mean of the reported
closing bid and ask prices for the Common Stock as of the date of grant if the
Common Stock is not traded as provided in clause (i).
(b) The consideration to be paid for the Common Stock to be issued upon
exercise of an Option, and the method of payment, shall be determined by the
Board and may consist of cash or any other consideration and method of payment
for the issuance of common stock which is permitted under the Delaware
Corporation Law and complies with other applicable laws and regulations
(including but not limited to, applicable federal tax and federal and state
securities laws and regulations).
8. Vesting and Exercise of Options.
(a) Vesting and Exercise of Options While an Employee. Unless otherwise
determined by the Board when granting an Option and set forth in an Optionee's
option agreement, each Option held by an Optionee shall vest and shall be
exercisable at any time so long as such Optionee continues to be an Employee,
cumulatively, (i) as to forty percent (40%) of the total number of shares
subject to such Option, twenty-four (24) months following the date of grant of
such Option, and (ii) as to twenty percent (20%) of the total number of shares
subject to such Option, once during each twelve (12) month period commencing on
the third and each subsequent anniversary date of the grant of such Option, so
that sixty (60) months following the date of the grant of each Option one
hundred percent (100%) of the shares subject to such Option may be purchased by
exercise of the Option.
(b) Vesting of Options Upon Retirement. Unless otherwise determined by the
Board when granting an Option and set forth in an Optionee's option agreement,
all Options held by an Optionee who retires at age 62 or older and was
continuously an Employee for five (5) years immediately preceding retirement
which are not vested as provided in Section 8(a) shall immediately vest upon
such Optionee's retirement and be exercisable as provided in Section 8(c).
(c) Exercise of Options Following Termination of Status as an
Employee. Following termination of employment as an Employee, an Optionee may
exercise an Option to the extent that he or she was entitled to exercise the
Option at the date of such termination as provided in Section 8(a) and (b) as
follows:
(i) Except in the case of death or disability (within the meaning of
Section 22(e)(3) of the Code), within thirty (30) days following the date of
termination of employment, except that the Board may extend the period for such
exercise up to a period not exceeding three (3) months following the date of
termination;
(ii) If an Optionee dies while an Employee, the period of time within
which the Board may permit exercise of Options after the date of death may be
up to one (1) year, and such Options may be exercised by the Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance or by reason of the death of an Optionee; and
(iii) If an Optionee becomes disabled while an Employee, the period of
time within which the Board may permit exercise of Options after the date of
termination as an Employee of the Company may be up to one (1) year.
Options which are not vested as provided in Section 8(a) and (b) or which
are vested but not exercised as required by Section 8(c) shall terminate.
(d) Special Limitation on Exercise. Notwithstanding Sections 8(a) and (b),
in no event shall an Option be exercisable if such Option, together with all
other incentive stock options under this or any other incentive stock option
plan which are exercisable for the first time during any calendar year, are for
the purchase of
Common Stock with an aggregate fair market value (determined as of the date of
grant of each such option) in excess of $100,000.
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(e) Procedure for Exercise; Rights as Stockholder. An Option shall be deemed
to be exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the shares of Common Stock with
respect to which the Option is exercised has been received by the Company. An
Option may not be exercised for a fraction of a share of Common Stock.
Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such shares of Common Stock, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to such
Common Stock, notwithstanding the exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 10.
Exercise of an Option shall result in a decrease in the number of shares of
Common Stock which thereafter may be available, both for purposes of the Plan
and for purchase under the Option, by the number of shares of Common Stock as
to which the Option is exercised.
9. Non-Transferability of Options. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation of an Option, as well as the price per share of Common Stock
covered by each such outstanding Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split or the payment of a stock dividend (but only on
the Common Stock) or any other increase or decrease in the number of such
shares of Common Stock affected without receipt of consideration by the
Company; provided, that conversion of any convertible securities of the Company
shall not be deemed to have been "affected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option.
In the event of (i) the dissolution or liquidation of the Company, (ii) the
sale of substantially all of the assets of the Company, or (iii) the merger,
consolidation or other reorganization of the Company with or into another
corporation, the Options will terminate unless otherwise provided by the Board.
The Board may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of a date fixed by the Board or may
give all or certain Optionees the right to exercise their Options as to all or
any part of the shares of Common Stock which are subject to such Options,
including shares of Common Stock as to which Options would not otherwise be
exercisable.
In the event of a "change of control" of the Company, the Board may, in the
exercise of its sole discretion, give all or certain Optionees the right to
exercise their Options as to all or any part of the shares of Common Stock
which are subject to such Options, including shares of Common Stock as to which
Options would not otherwise be exercisable. For purposes of this paragraph,
"change of control" shall mean (i) within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, any person or group becomes a beneficial
owner, directly or indirectly, of the Company's securities representing 50% or
more of the total voting power of the Company's then outstanding securities,
(ii) the stockholders of the Company approve the
A-4
<PAGE>
dissolution or liquidation of the Company, (iii) the stockholders of the
Company approve an agreement to merge or consolidate, or otherwise reorganize,
whether into one or more entities, as a result of which less than 50% of the
total voting power of securities of the surviving or resulting entity are, or
are to be, owned by former stockholders of the Company, or (iv) the
stockholders or directors of the Company approve the sale of seventy-five
percent (75%) or more of the Company's business and/or assets.
No Option granted pursuant to this Plan shall be adjusted by the Board
pursuant to this Section 10 in a manner that causes the Option to fail to
continue to qualify as an incentive stock option within the meaning of Section
422 of the Code.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part
of its business or assets.
11. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each Employee to whom an
Option is so granted within a reasonable time after the date of such grant.
12. Amendment and Termination of the Plan.
(a) Amendment and Termination The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem advisable, except
that, without approval of the holders of a majority of the outstanding shares
of the Common Stock, no such revision or amendment shall:
(i) Increase the number of shares of Common Stock subject to the Plan
other than in connection with an adjustment under Section 10 of the Plan;
(ii) materially change the designation of the class of employees
eligible to be granted Options;
(iii) remove the administration of the Plan from the Board; or
(iv) materially increase the benefits accruing to participants under the
Plan.
(b) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options granted prior to such amendment or
termination and such Options shall remain in full force and effect as if this
Plan had not been amended or terminated.
13. Conditions Upon Issuance of Shares. Shares of Common Stock shall not be
issued with respect to an Option granted under the Plan unless the exercise of
such Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange or market upon which the Common Stock
may then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for
investment and without any present intention to sell or distribute such Common
Stock if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
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<PAGE>
14. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of shares of Common Stock
as shall be sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain from any regulatory body having
jurisdiction authority deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any shares of Common Stock hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
shares as to which such requisite authority shall not have been obtained.
15. Option Agreements. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
16. Stockholder Approval. Effectiveness of the Plan shall be subject to
approval within twelve (12) months following the Board of Directors' adoption
of this Plan by the holders of the Company's outstanding Common Stock.
Adopted by the Board of Directors on August 17, 2000.
Approved by the stockholders on , 2000.
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<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 19, 2000; and at any
adjournment thereof, as follows:
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See Reverse
Side
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v FOLD AND DETACH HERE v
<PAGE>
Please mark [X]
your votes
like this
sample
FOR All Nominees listed WITHHOLD AUTHORITY
(except as indicated to to vote for all Nominees
the contrary) as indicated
1. ELECTION OF DIRECTORS. [_] [_]
INSTRUCTION--To withhold authority to vote for any Nominee, print that Nominee's
name in the following space:
________________________________________________________________________________
Douglas W. Toms J. David Power
FOR AGAINST ABSTAIN
2. For the approval of the 2000 Incentive [_] [_] [_]
Stock Option Plan.
3. For the approval of an amendment to the [_] [_] [_]
Certificate of Incorporation of the
Company increasing the authorized Common
Stock of the company to 100,000,000 shares.
4. For ratification of the appointment of [_] [_] [_]
Ernst & Young LLP as the Company's
independent auditors.
5. In their direction, the holders of this
proxy are authorized to vote upon such
other business as may properly come
before the 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 __________, 2000
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.
v FOLD AND DETACH HERE v
