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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
IMPCO TECHNOLOGIES, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
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(Title of Class of Securities)
45255W106
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(CUSIP Number)
Questor Partners Fund, L.P.
Questor Side-by-Side Partners, L.P.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
(302) 478-6160
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
Edward L. Scarff Michael J. Coleman, Esq.
601 California Street Shearman & Sterling
Suite 1450 555 California Street, Suite 2000
San Francisco, CA 94108 San Francisco, CA 94104
Telephone: (415) 433-6670 Telephone: (415) 616-1100
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April 6, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Page 1 of 11
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SCHEDULE 13D
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CUSIP NO. 45255W106
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questor Partners Fund, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
1,856,969
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 133,357
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,856,969
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
133,357
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,990,326
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.2%**
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Based upon 8,562,807 shares outstanding as of February 29, 2000 as reported
in Impco's Report on Form 10-Q for the fiscal quarter ended January 31, 2000.
Page 2 of 11
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SCHEDULE 13D
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CUSIP NO. 45255W106
- -----------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questor Side-by-Side Partners, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
133,357
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,856,969
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
133,357
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,856,969
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,990,326
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.2%**
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Based upon 8,562,807 shares outstanding as of February 29, 2000 as reported
in Impco's Report on Form 10-Q for the fiscal quarter ended January 31, 2000.
Page 3 of 11
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This Amendment No. 3 ("Amendment No. 3") amends the Statement on
Schedule 13D (as amended, the "Schedule 13D") filed with the Securities and
Exchange Commission on June 16, 1998, as amended, by Questor Partners Fund,
L.P., a Delaware limited partnership ("Questor Partners"), and Questor Side-by-
Side Partners L.P., a Delaware limited partnership ("Questor SBS", and together
with Questor Partners, the "Reporting Persons") with respect to shares of common
stock, par value $0.001 per share (the "Common Shares"), of IMPCO Technologies,
Inc., a Delaware corporation ("Impco").
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Schedule 13D. Except as indicated herein, the
information set forth in the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
----------------------
The following text is added to Item 4 of the Schedule 13D:
On April 6, 2000, Questor Partners and Questor SBS signed an agreement
with Impco (the "Registration Agreement"), pursuant to which Impco agreed, among
other things, to include 875,000 (or such lesser number requested by Questor
Partners and Questor SBS) of the Common Shares owned by Questor Partners and
Questor SBS in a registration statement that Impco has filed with the Securities
and Exchange Commission with respect to a proposed offering of Common Shares by
Impco (the "Proposed Offering"). In addition, Impco agreed that if Questor
Partners and Questor SBS hold more than 75,000 Common Shares, Questor Partners
and Questor SBS may demand in writing that Impco register some or all of the
Common Shares held by Questor Partners and Questor SBS. Questor Partners and
Questor SBS may make such demand at any time after the earliest of (i) 30 days
following the effective date of the Proposed Offering or (ii) the date on which
FleetBoston Robertson Stephens Inc. advises Impco that FleetBoston Robertson
Stephens Inc. will not be proceeding as lead manager with respect to the
Proposed Offering or (iii) July 31, 2000. Questor Partners and Questor SBS also
agreed not to sell Common Shares (except under the Proposed Offering), without
the consent of FleetBoston Robertson Stephens Inc., until 135 days after the
effective date of the Proposed Offering (or, with certain exceptions, such
shorter period as may apply to directors, officers or affiliates of Impco);
provided, however, that such agreement shall terminate if the Proposed Offering
is not completed by July 31, 2000 or on the date on which FleetBoston Robertson
Stephens Inc. advises Impco that it will not be proceeding as lead manager with
respect to the Proposed Offering. The parties also agreed that persons
designated by Questor Partners and Questor SBS on Impco's Board of Directors
will resign from the Board prior to the effective date of the Proposed Offering,
but that Impco will take all action necessary to cause a person designated by
Questor Partners and Questor SBS to be appointed or elected to the Board if the
Proposed Offering does not occur by July 31 or if Questor Partners and Questor
SBS hold at least 500,000 Common Shares on April 5, 2001. The foregoing summary
of the Registration Agreement is qualified by reference to the copy of the
Registration Agreement attached as Exhibit 7.
Item 5. Interest in Securities of Issuer.
--------------------------------
Item 5 of the Schedule 13D is amended and restated in its entirety to
read as follows:
(a) The table set forth below indicates the number of Common Shares
owned by Questor Partners and Questor SBS. The percentage calculations are
based on 8,562,807
Page 4 of 11
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Common Shares being outstanding as of February 29, 2000 (according to Impco's
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2000).
<TABLE>
<CAPTION>
Beneficial Ownership
Number of Percentage of
Common Shares Common Shares
--------------------- ----------------------
<S> <C> <C>
Questor Partners 1,856,969 21.7%
Questor SBS 133,357 1.6%
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Total 1,990,326 23.2%
</TABLE>
Each of Mr. Scarff and Mr. Mumford holds stock options to purchase
20,000 Common Shares at an exercise price of $16.25 per share, which stock
options vest at the rate of 25% per year beginning October 15, 1999 until fully
vested. Neither Questor Partners nor Questor SBS has any beneficial ownership in
these stock options or the underlying securities. Such stock options and the
underlying securities are not included in the number of Common Shares owned by
Questor Partners or Questor SBS.
Except as set forth above, none of the other persons named in Item 2
above own any interests in Common Shares.
(b) The number of Common Shares with respect to which Questor
Partners and Questor SBS (i) have sole voting power, (ii) share voting power,
(iii) have sole dispositive power and (iv) share dispositive power, are listed
in the responses to Items 7, 8, 9 and 10, respectively, on the cover pages filed
herewith, and such responses are incorporated by reference herein.
(c) Questor Partners and Questor SBS sold Common Shares in the
following open market transactions:
Date of Sale Number of Common Shares Price Per Common Share
- ------------ ----------------------- ----------------------
March 8, 2000 3,500 $49.9375
3,900 $49.875
2,600 $49.75
9,500 $49.6875
6,000 $49.625
2,000 $49
Page 5 of 11
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Except as described in the Schedule 13D, none of Questor Partners or Questor SBS
or any party referred to above, has acquired or disposed of, or entered into any
other transaction with respect to, any Common Shares during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of Issuer.
-------------------------------------
The following text is added to Item 6 of Schedule 13D:
See the summary of the Registration Agreement in Item 4 above
and the copy of the Registration Agreement attached as Exhibit 7.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit Number Description Page
7 Agreement among Impco Technologies, Inc.,
Questor Partners Fund, L.P. and Questor
Side-by-Side Partners, L.P. dated as of
April 5, 2000
Page 6 of 11
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SIGNATURE
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After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
April 7, 2000 Questor Partners Fund, L.P.
By: Questor General Partner, L.P., its
general partner
By: Questor Principals, Inc., its
general partner
By: /s/ Robert E. Shields
------------------------
Name: Robert E. Shields
Questor Side-by-Side Partners, L.P.
By: Questor Principals, Inc., its
general partner
By: /s/ Robert E. Shields
---------------------
Name: Robert E. Shields
Page 7 of 11
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Exhibit index
Exhibit Number Description Page
7 Agreement among Impco Technologies, Inc.,
Questor Partners Fund, L.P. and Questor
Side-by-Side Partners, L.P. dated as of
April 5, 2000
Page 8 of 11
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EXHIBIT 7
AGREEMENT
THIS AGREEMENT is dated as of April 5, 2000 among Questor Partners Fund,
L.P., a Delaware limited partnership, Questor Side-by-Side Partners, L.P., a
Delaware limited partnership, (collectively "Questor") and IMPCO Technologies,
Inc., a Delaware corporation (the "Company").
WHEREAS
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The Company is working with FleetBoston Robertson Stephens Inc. ("Lead Bank"),
with whom representatives of Questor have had discussions in the last week, and
other investment bankers in preparing an S-3 registration statement and
preparing for a primary underwritten offering to be led by Lead Bank prior to
July 31, 2000 (the "Primary Offering").
NOW THIS AGREEMENT WITNESSETH:
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The parties hereto, intending to be legally bound, hereby agree as follows:
1. The Company will include (on customary terms, including indemnification of
selling stockholders) 875,000 (or such lesser number requested by Questor)
of Questor's shares of the Company's Common Stock in the Primary Offering,
such number to be reduced by (i) any public sales of Common Stock by Questor
under Rule 144 on or after the date of this agreement and prior to
consummation of the Primary Offering, and (ii) if prior to consummation of
the Primary Offering Questor sells at least 700,000 shares of the Company's
Common Stock in a private transaction to a buyer that was brought to Questor
by the Company, 50% of the aggregate number of shares sold by Questor in
such private transaction (such net number of shares, the "First Tranche").
Questor shall have no obligation to consummate any such private sale. The
Company will pay all expenses incurred by the Company associated with the
Primary Offering, other than underwriting concessions and discounts on
shares included by Questor and fees of Questor's counsel. In connection with
the Primary Offering, Questor will agree to enter into a customary
underwriting agreement with the underwriters, provided, however, Questor's
indemnification obligations will be limited to its representations,
warranties and agreements as to its ownership of shares, its authorization
of the sale of such shares and similar matters and to information expressly
provided by it for inclusion in the registration statement. Questor will
also enter into a standard lock-up agreement with the underwriters on the
same form provided to other affiliates and officers and directors that is
consistent with the terms of this agreement.
2. Questor's shares will be the first shares included in the Primary Offering
(and conversely, will be the last shares cut-back).
3. In addition to the Company's obligations under paragraph 1, if Questor holds
more than 75,000 shares of the Company's Common Stock, Questor may demand in
writing that the Company register some or all of the shares that it holds on
Form S-3. Questor may exercise its right to demand registration at any time
on or after the earliest of (i) thirty days following the effective date of
the Primary Offering or (ii) the date on which the Lead Bank advises the
Company that it will not be proceeding as lead manager with respect to the
Primary Offering or (iii) July 31, 2000. The written demand shall state the
number of shares that Questor desires the Company to register. If the
Primary Offering does not occur before July 31, 2000, Questor shall have the
right to exercise a demand on two occasions, otherwise Questor shall have
the right to exercise a demand on only one occasion. Upon receipt of a
demand meeting the foregoing requirements, the Company at its expense will
promptly prepare, file and use reasonable efforts to have declared effective
a stand-alone S-3 registration statement covering all shares of the
Company's Common stock that Questor has stated it wishes to have registered
in such registration. The Company will use its best efforts to maintain the
effectiveness of any registration statement filed in response to Questor's
demand until the earlier of the sale of all of the shares covered by the
registration statement or the expiration of two years from the effective
date of the registration statement (three years if Questor is not able to
sell all of the First Tranche in the Company's Primary offering by
<PAGE>
July 31, 2000). Each such registration will provide for a broad manner of
distribution (e.g., block trades, ordinary broker transactions, privately
negotiated sales and, if Questor provides the necessary information,
underwritten offerings), and the Company and Questor will sign a
registration rights agreement providing for the Company's cooperation with
any secondary offering by Questor (including indemnification of the selling
stockholders and underwriters by the Company) and other customary terms.
4. Questor will not sell publicly (except under the Primary Offering), without
the consent of the Lead Bank, any shares of the Company's Common Stock
during a period (the "Interim Period") beginning on the date of this
agreement and ending on the earliest to occur of (i) the consummation of the
Primary Offering, (ii) July 31, 2000, if no Primary Offering that includes
the First Tranche has been consummated by July 31, 2000, and (iii) the date
on which the Lead Bank advises the Company that it will not be proceeding as
lead manager with respect to the Primary Offering.
5. If a Primary Offering that includes all of the First Tranche is consummated
by July 31, 2000, Questor will not sell publicly (except under the Primary
Offering), without the prior written consent of the Lead Bank any shares of
the Company's Common Stock for a period beginning on the day prior to the
consummation of the Primary Offering and ending 135 days after the effective
date of the Primary Offering. The 135 day period specified in the preceding
sentence shall be shortened to any shorter period that applies to any
officer, director or other person who is an affiliate by virtue of share
ownership on the date of this agreement; provided, however, this provision
shall not apply to (i) case by case exceptions made by the Lead Bank or (ii)
up to 1000 shares for each person who becomes an officer after the date of
this agreement or who own no shares on the date of this agreement who in
either case receives the shares by virtue of purchases upon exercise of
options or similar rights.
6. Persons designated by Questor on the Company's Board of Directors will
resign from the Board prior to the effective date of the Primary Offering.
If the directors have resigned and the Primary Offering does not occur by
July 31, 2000 or the Primary Offering does occur before that date, but on
the first anniversary of the date of this agreement Questor continues to
hold at least 500,000 shares of the Company's Common Stock, then upon
receipt of a written request to appoint or elect a person designated by
Questor to become a member of the Company's Board of Directors, naming a
person who is willing to become a director, the Company will take all action
necessary and within its power and will use all reasonable good faith
efforts to cause such person to be appointed or elected to the Board.
7. It is understood by the parties that this agreement will be disclosed in
connection with one or more filings with the Securities and Exchange
Commission.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first written above.
QUESTOR PARTNERS FUND, L.P.
By: Questor General Partner, L.P., its general
partner
By: Questor Principals, Inc, its general
partner
By: /s/ ROBERT D. DENIOUS
-------------------------
Name: Robert D. Denious
Title: Managing Director
QUESTOR SIDE-BY-SIDE PARTNERS, L.P.
By: Questor Principals, Inc, its general partner
By: /s/ ROBERT D. DENIOUS
-------------------------
Name: Robert D. Denious
Title: Managing Director
IMPCO TECHNOLOGIES, INC.
By: /s/ WILLIAM BRIAN OLSON
-------------------------
Name: William Brian Olson
Title: Chief Financial Officer
