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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of
1934 (Fee required)
For the fiscal year ended March 31, 2000
or
[_] Transition report pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 (No fee required)
For the transition period from __________ to __________.
Commission File No. 0-16115
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
IMPCO Investment and Tax Savings Plan
c/o Impco Technologies, Inc.
(formerly AirSensors, Inc.)
16804 Gridley Place
Cerritos, CA 90703
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Impco Technologies, Inc.
(formerly AirSensors, Inc.)
16804 Gridley Place
Cerritos, CA 90703
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Financial Statements Filed as Part of This Report:
Page
Report of Independent Auditors............................................ 4
Statements of Net Assets Available for Plan Benefits...................... 5
Statements of Changes in Net Assets Available for Benefits................ 6
Notes to Financial Statements............................................. 7
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year...... 14
SIGNATURES
The Plan. Pursuant to the requirement of the Securities Exchange Act of
1934, the Administrative Committee of the IMPCO Investment and Tax Savings Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
September 25, 2000
IMPCO INVESTMENT AND TAX
SAVINGS PLAN
By /s/ Don L. Dominic
___________________________________
Plan Administrator
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Index to Exhibits
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Exhibit No. Page
23.1 Consent of Ernst & Young LLP 15
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Report of Independent Auditors
IMPCO Technologies, Inc. as
Plan Administrator of
The IMPCO Investment and Tax Savings Plan
We have audited the accompanying statements of net assets available for benefits
of IMPCO Investment and Tax Savings Plan as of March 31, 2000 and 1999, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
March 31, 2000 and 1999, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of March 31, 2000, is presented
for the purpose of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Long Beach, California
September 25, 2000
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IMPCO Investment and Tax Savings Plan
Statements of Net Assets Available for Benefits
March 31
2000 1999
---------------------------------
Assets
Investments, at fair value:
Interest bearing cash $1,091,917 $ 334,908
Pooled investments 6,698,079 4,197,918
Loans receivable 305,881 304,026
---------------------------------
Total investments 8,095,877 4,836,852
Contributions receivable:
Participants - 58,268
Employer - 10,981
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Total contributions receivable - 69,249
---------------------------------
Net assets available for benefits $8,095,877 $4,906,101
=================================
See accompanying notes to financial statements.
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IMPCO Investment and Tax Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended March 31,
2000 1999
-----------------------
Additions to net assets attributed to:
Net realized/unrealized appreciation (depreciation)
in fair value of investments $1,574,041 $ (624,117)
Investment income 354,445 382,602
Contributions:
Participants 1,166,690 582,798
Rollovers 95,406 19,143
Employer 452,454 118,092
-----------------------
Total additions 3,643,036 478,518
Deductions from net assets attributed to:
Benefits paid to participants 453,260 351,878
-----------------------
Total deductions 453,260 351,878
-----------------------
Net increase 3,189,776 126,640
Net assets available for benefits at beginning of year 4,906,101 4,779,461
-----------------------
Net assets available for benefits at end of year $8,095,877 $4,906,101
=======================
See accompanying notes to financial statements.
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1. Description of the Plan
General
The IMPCO Investment and Tax Savings Plan (the Plan) is a defined contribution
plan which is qualified under Internal Revenue Service Code Section 401(k). The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan was adopted July 1, 1984, and amended in 1988 and
1993. Effective May 3, 1999, the Plan was amended and restated, and the trustee,
Prudential Bank and Trust Company, was changed to Putman Fiduciary Trust Company
(the Trustee). All Plan assets held by the former trustee were then transferred
to the new Trustee.
All employees of the Company employed on or before July 1, 1984, are eligible to
participate in the Plan. All other employees who are at least age 21 or older
are eligible to participate in the Plan on the first day of any calendar month
following one year of service with the Company. Effective January 1, 1999, there
is no longer a service requirement.
The Board of Directors of the Company has appointed certain of its officers and
employees to act as an Administrative Committee. The Administrative Committee is
responsible for management and control of the operation and the administration
of the Plan. Prudential Mutual Fund Services, Inc. (PMFS) had been engaged to
perform certain administrative services (i.e., day-to-day recordkeeping of the
Plan) and provide assistance to the Administrative Committee. Effective May 3,
1999, responsibility for these administrative services was transferred to Putman
Investments.
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
Contributions
Employees of the Company who elect to participate in the Plan may contribute
into the Plan not less than 1% nor more than 15% of compensation, as defined in
the Plan, each payroll period, up to a maximum of $10,500 for calendar year 2000
($10,000 in 1999). The Company's matching contributions are discretionary. The
Company matched elective salary deferrals up to 1.8% of compensation for the
1999 plan year. Effective May 3, 1999, the Company amended the Plan to match
100% of the first 3% of compensation.
"Rollover" contributions from other qualified plans are accepted by the Plan.
The Company does not match contributions of this type.
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1. Description of the Plan (continued)
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings.
Participant contributions and Company contributions are allocated into the
separate funds based on election by the participants while Plan earnings are
allocated based on the specific earnings of the separate fund. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Company contributions. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Participants may change the current allocation among their accounts at any time
through notification to Putnam Investments. Upon reallocation, Putnam then
notifies the Company of any designated changes made to a participant's account.
Participants may also change the allocation of future participant and Company
contributions.
Vesting
Participants have a 100% nonforfeitable right to their "salary deferral account"
and "rollover account" (i.e., participant contributions plus actual earnings
thereon) upon withdrawal from the Plan. The Plan uses a graduated vesting
schedule for Company contributions and related earnings as follows:
Vested
Years of Service Percentage
---------------- -----------
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
The participant also becomes 100% vested when he or she reaches retirement age,
becomes disabled while employed by the Company, or upon death while employed by
the Company.
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1. Description of the Plan (continued)
Investment Options
Individual participants designate the way in which their contributions and
employer contributions are invested and may change their investment designation
at any time. The following investment funds were available to the participants
as of March 31, 2000 and 1999:
Prior to May 3, 1999:
Prudential Government Money Market Series is a mutual fund account
-----------------------------------------
maintained by Prudential Mutual Fund Management, Inc. The assets of
this account are invested principally in a diversified portfolio of
short-term money-market instruments issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
Prudential Utility Fund is a mutual fund account maintained by
-----------------------
Prudential Mutual Fund Management, Inc. The assets of this account are
invested primarily in equity and debt securities of utility companies.
Prudential Equity Fund is a mutual fund account maintained by
----------------------
Prudential Mutual Fund Management, Inc. The assets of this account are
invested primarily in the common stock of major, established
corporations as well as in preferred stocks and bonds.
Prudential Small Company Fund is a mutual fund account maintained by
-----------------------------
Prudential Mutual Fund Management, Inc. The assets of this account are
invested in a selected portfolio of common stocks which are generally
stocks of companies with market capitalizations less than $750,000,000.
Prudential Balance Fund is a mutual fund account maintained by
-----------------------
Prudential Investments Fund Management, Inc. The assets of this account
are invested in stocks, bonds, and convertible securities.
Prudential Government Income Fund is a mutual fund account maintained
---------------------------------
by Prudential Mutual Fund Management, Inc. The assets of this account
are invested primarily in U.S. government securities, including U.S.
Treasury bills, notes, bonds, and other debt securities issued by the
U.S. Treasury, and obligations issued by or guaranteed by U.S.
government agencies or instrumentalities. This fund may also write
covered call options and covered put options and purchase put and call
options.
Prudential Special Money Market is a mutual fund account maintained by
-------------------------------
Prudential Mutual Fund Management, Inc. The assets of this account are
invested principally in a diversified portfolio of short-term money-
market instruments issued or guaranteed by the U.S. government, its
agencies or instrumentalities.
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1. Description of the Plan (continued)
Prudential Government Money Market Private Shares is a mutual fund
-------------------------------------------------
account maintained by Prudential Mutual Fund Management, Inc. The
assets of this account are invested principally in a diversified
portfolio of short-term money-market instruments issued or guaranteed
by the U.S. government, its agencies or instrumentalities.
IMPCO Technologies, Inc. Stock is a special stock account maintained by
------------------------------
Prudential Mutual Fund Management, Inc. The assets of this account are
invested directly in the publicly traded stock of Impco Technologies,
Inc.
Fidelity Advisor Growth Opportunities Fund is a mutual fund maintained
------------------------------------------
by Prudential Mutual Fund Management. The assets of this account are
invested primarily in the common stocks of major, established
corporations as well as in debt obligations and equity securities.
Fidelity Advisor Equity Income Fund is a mutual fund account maintained
-----------------------------------
by Prudential Mutual Fund Management. The assets of this account are
invested in portfolios consisting of stocks, bonds, convertible
securities and short-term investments.
AIM Balanced A Fund is a mutual fund account maintained by Prudential
-------------------
Mutual Fund Management. The assets in equities, and the balance in
investment-grade fixed-income securities. The fixed-income portion may
include U.S. government obligations, mortgage or asset-backed
securities and corporate debt.
Templeton World I is a mutual fund account maintained by Prudential
-----------------
Mutual Fund Management. The fund has a flexible policy of investing in
companies and governments of any nation. It is long-term capital
growth; realized income is incidental.
Prudential Stock Index Z is a mutual fund account maintained by
------------------------
Prudential Mutual Fund Management. The fund invests assets in
securities listed on the S&P 500 index.
Effective May 3, 1999:
Putnam Investors Fund is a mutual fund primarily investing in blue-chip
---------------------
growth stocks from a broad range of industries. The fund seeks long-
term growth of capital.
Putnam American Government Income Fund is a mutual fund investing in a
--------------------------------------
wide array of government securities, many of which are backed by the
U.S. government. The fund typically divides its assets between U.S.
Treasury securities and Government National Mortgage Association
certificates.
Putnam OTC & Emerging Growth Fund is a mutual fund that aggressively
---------------------------------
targets thriving small companies with leadership positions in their
industries or those that have created their own lucrative niches. The
portfolio may include common stocks that are traded in the over-the-
counter (OTC) market and stocks of emerging growth companies listed on
securities exchanges.
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1. Description of the Plan (continued)
Putnam Asset Allocation Fund is a mutual fund that diversifies assets
----------------------------
in varying degrees among equity and fixed-income securities and
multiple asset categories, such as the Growth Portfolio, the Balanced
Portfolio and the Conservative Portfolio.
Putnam Money Market Fund is a mutual fund that seeks to maintain a
------------------------
stable net asset value of $1.00 per share. The fund investments are
primarily high quality money market instruments with a short-term
maturity (with a dollar-weighted average portfolio maturity of 90 days
or less).
Putnam Equity Income Fund is a mutual fund that makes dividends a
-------------------------
priority when selecting equities. It invests primarily in "value
stocks," which are considered to be undervalued companies.
Putnam New Century Growth Fund is a mutual fund that seeks capital
------------------------------
appreciation. The fund invests mainly in common stocks of U.S.
companies with a focus on growth stocks.
Putnam Voyager Fund II is a mutual fund that targets rapidly growing
----------------------
companies across a range of industry sectors. The fund seeks long-term
growth of capital by investing in companies that have superior
financial strength and strong management.
Putnam International Growth Fund is a mutual fund that primarily
--------------------------------
invests in stocks that offer a combination of growth potential and
attractive prices. The fund seeks capital appreciation and generally
diversifies its investments among a number of different countries.
IMPCO Technologies, Inc. Stock is a special stock account, the assets
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of which are invested directly in the publicly traded stock of IMPCO
Technologies, Inc.
The fair market value of individual investments that represent 5 percent or more
of the Plan's net assets as of December 31, 2000 and 1999, is as follows:
March 31
2000 1999
--------------------------------
Putman Investors Fund $1,632,404 $ -
Putman OTC & Emerging Growth Fund 606,485 -
Putman Voyager Fund II 1,380,905 -
Putman Asset Allocation Fund 1,156,345 -
Putman International Growth Fund 680,857 -
Putman Money Market Fund 1,091,917 -
Putman Equity Income Fund 604,495 -
Prudetial Government Money Market Series - 342,673
Prudential Utility Fund - 899,647
Prudential Equity Fund - 1,062,988
Prudential Small Company Fund - 636,972
Prudential Balance Fund - 563,048
Fidelity Advisor Growth Opportunities - 478,726
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1. Description of the Plan (continued)
Participant Loans
Participants may borrow up to 50% of their vested interest from their fund
accounts subject to Plan restrictions. Participants may borrow a minimum of
$1,000, up to a maximum of $50,000. The loans are secured by the participants'
accounts and bear interest at a rate of 8.50% to 8.95%. The term of participant
loans may not exceed five years except under certain conditions as defined in
the Plan. Principal and interest are paid ratably through monthly payroll
deductions.
Payment of Benefits
Upon termination of service, participants are entitled to receive a distribution
of the vested portion of their account. Upon retirement, participants shall
receive a distribution of the entire vested value of their accounts.
2. Summary of Accounting Policies
Valuation of Investments and Income Recognition
Mutual fund investments are stated at fair value as determined by publicly
quoted market price. The participant loans are recorded at cost which
approximates fair value. Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
Effect of Recently Issued Accounting Standard
In August 1999, the Financial Accounting Standards Board (FASB) approved SOP 99-
3, "Accounting for and Reporting of Certain Defined Contribution Benefit Plan
Investments and Other Disclosure Matters." Among other things, the statement
eliminates the previous requirement for the defined contribution plan to present
plan investments by significant classes of investments in the statement of net
assets available for benefits. It also eliminates the requirement for a defined
contribution plan to disclose participant-directed investment programs. The SOP
is effective for financial statements for plan years ending after December 15,
1999, with earlier adoption encouraged. The Company adopted the SOP effective
April 1, 1999, and has presented comparative amounts in the 1999 financial
statements to conform with their 2000 presentation.
Administrative and Contract Expenses
Administrative and contract expenses are paid by the Company.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
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3. Income Tax Status
The Plan has received an opinion letter from the Internal Revenue Service dated
March 11, 1994, stating that the written form of the underlying prototype plan
document is qualified under Section 401(a) of the Internal Revenue Code (the
"Code"), and that any employer adopting this form of the prototype plan will be
considered to have a plan qualified under Section 401(a) of the Code. Therefore,
the related trust is exempt from taxation. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
4. Plan Termination
It is the intent of the Company to continue the Plan; however, the Company
reserves the right to modify, suspend or terminate the Plan at any time subject
to the provisions of the Employee Retirement Income Security Act of 1974. In the
event of plan termination, the participants become 100% vested, and the amounts
in each participant's account will be distributed as soon as administratively
feasible, following the date on which a distribution is requested or is
otherwise payable.
5. Party-in-Interest Transactions
The records of the Plan indicate no party-in-interest transactions which are
prohibited by the Employee Retirement Income Security Act of 1974 and for which
no statutory or administrative exemption exists.
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IMPCO Investment and Tax Savings Plan
Schedule of Assets Held for Investment Purposes at End of Year
March 31, 2000
<TABLE>
<CAPTION>
Description of Investment, Including Maturity Date,
Identity of Issue, Borrower, Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value
-----------------------------------------------------------------------------------------------------------------------------
<S> <C>
Putman Fiduciary Trust Company New Century Growth Fund (1,681 shares)
Investors Fund (82,486 shares)
American Government Income Fund (24,299 shares)
OTC & Emerging Growth Fund (14,728 shares)
Voyager Fund II (32,400 shares)
Asset Allocation Fund (92,347 shares)
International Growth Fund (21,594 shares)
Money Market Fund (1,091,917 shares)
Equity Income Fund (44,415 shares)
Impco Technologies, Inc. * Common Stock (10,166 shares)
Participant loans * Loans to participants, collateralized by vested account balances,
interest at 8.50% - 8.95% per annum
* Indicates party-in-interest to the Plan
<CAPTION>
Current
Identity of Issue, Borrower, Lessor or Similar Party Cost Value
----------------------------------------------------------------------------------------------------
<S> <C> <C>
Putman Fiduciary Trust Company $50,274 $47,855
1,381,316 1,632,404
205,368 202,410
436,149 606,485
945,641 1,380,905
1,116,623 1,156,345
578,224 680,857
1,091,917 1,091,917
721,755 604,495
Impco Technologies, Inc. * 143,094 386,323
Participant loans *
0 305,881
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$6,670,361 $8,095,877
=================================
* Indicates party-in-interest to the Plan
</TABLE>
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