<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
IMP, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
IMP, INC.
2830 North First Street
San Jose, California 95134
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 19, 1998
TO THE STOCKHOLDERS OF IMP, INC.:
A Special Meeting of Stockholders of IMP, Inc. (the "Company") will be held
at the executive offices of IMP, Inc., 2830 North First Street, San Jose,
California on Monday, October 19, 1998, at 11:00 a.m. (the "Special Meeting")
for the following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation
to effect a one-for-ten reverse split of the Company's Common Stock; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Any stockholders of record at the close of
business on September 10, 1998, will be entitled to vote at the Special Meeting
and at any adjournment thereof. The transfer books will not be closed. A list of
stockholders entitled to vote at the Special Meeting will be available for
inspection at the offices of the Company. If you do not plan to attend the
Special Meeting in person, please sign, date and return the enclosed proxy in
the envelope provided. If you attend the Special Meeting and vote by ballot your
proxy will be revoked automatically and only your vote at the Special Meeting
will be counted. The prompt return of your proxy will assist us in preparing for
the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
San Jose, California George Rassam
September 16, 1998 Secretary and Chief Financial Officer
<PAGE> 3
IMP, INC.
2830 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134
PROXY STATEMENT
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 19, 1998
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of IMP,
Inc., a Delaware corporation (the "Company"), for use at a Special Meeting of
stockholders to be held on October 19, 1998 (the "Special Meeting"). The Special
Meeting will be held at 11:00 a.m. at the executive offices of IMP, Inc., 2830
North First Street, San Jose, California 95134. Stockholders of record on
September 10, 1998 will be entitled to notice of and to vote at the Special
Meeting.
This Proxy Statement and accompanying proxy (the "Proxy") and Notice of
Special Meeting were first mailed to all stockholders entitled to vote on or
about September 16, 1998.
VOTING
On September 10, 1998, the record date for determination of stockholders
entitled to vote at the Special Meeting, there were approximately 30,384,400
shares of Common Stock outstanding. No shares of the Company's preferred stock
are outstanding. Each stockholder is entitled to one vote for each share of
Common Stock held by such stockholder. All votes will be tabulated by the
inspector of election appointed for the meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-votes. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions will be counted
towards the tabulations of votes cast on proposals presented to the stockholders
and will have the same effect as negative votes, whereas broker non-votes will
not be counted for purposes of determining whether a proposal has been approved
or not.
REVOCABILITY OF PROXIES
Any person giving a Proxy has the power to revoke it at any time before its
use. It may be revoked by filing with the Secretary of the Company at the
Company's principal executive offices, IMP, Inc., 2830 North First Street, San
Jose, California, 95134, a notice of revocation or another signed Proxy with a
later date or by attending the Special Meeting and voting in person.
SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional soliciting materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees or agents
of the Company. No compensation will be paid to these individuals for any such
services. Except as described above, the Company does not presently intend to
solicit proxies other than by mail.
<PAGE> 4
SHARE OWNERSHIP
The following table sets forth certain information known to the Company
regarding the ownership of the Company's Common Stock as of August 31, 1998 for
(i) each director, (ii) all persons who are beneficial owners of five percent
(5%) or more of the Company's Common Stock, (iii) the Company's Chief Executive
Officer and the Company's other four most highly paid executive officers who
earned in excess of $100,000 during the fiscal year ended March 29, 1998, and
(iv) all current directors and executive officers of the Company as a group.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
Number of Percent of Total
Name Shares Shares Outstanding(1)
---- --------- ---------------------
<S> <C> <C>
James Phillips Ferguson.................. 10,000 *
Zvi Grinfas(2)........................... 356,227 1.2%
David A. Laws(3)......................... 102,094 *
Peter D. Olson(4)........................ 12,501 *
Bernard V. Vonderschmitt(5).............. 22,000 *
Jerry DaBell(6).......................... 9,500 *
Moiz Khambaty............................ -- *
Ron Laugesen............................. 18,000 *
All directors and executive officers as a
group (12 persons)....................... 533,322 1.8%
</TABLE>
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* Less than one percent (1%).
(1) Percentage of beneficial ownership is calculated assuming 30,384,400 shares
of Common Stock were outstanding on August 31, 1998. This percentage may
include Common Stock of which such individual or entity has the right to
acquire beneficial ownership within 60 days of August 31, 1998, including
but not limited to the exercise of an option; however, such Common Stock
shall not be deemed outstanding for the purpose of computing the percentage
owned by any other individual or entity. Such calculation is required by
General Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
(2) Includes 20,000 shares issuable upon exercise of options within 60 days of
August 31, 1998.
(3) Shares beneficially owned by Mr. Laws are in the name of the Laws Family
Trust.
(4) Includes 12,501 shares issuable upon exercise of options within 60 days
of August 31, 1998.
(5) Includes 20,000 shares issuable upon exercise of options within 60 days
of August 31, 1998.
(6) Shares beneficially owned by Mr. DaBell are in the name of Jerry and
Christy DaBell.
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<PAGE> 5
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PROPOSAL NO. 1
AMENDMENT TO CERTIFICATE OF INCORPORATION
EFFECTING A REVERSE COMMON STOCK SPLIT
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INTRODUCTION
The Board has approved an amendment to the Company's Certificate of
Incorporation to effect a reverse stock split, pursuant to which each ten shares
of Common Stock of the Company will become one share of Common Stock (the
"Reverse Split"). The stockholders are being asked to approve this proposed
amendment. The Reverse Split will take effect, if at all, after it is approved
by the stockholders of the Company and after filing the amendment with the
Secretary of State of the State of Delaware (the "Effective Date"). Even if the
Reverse Split is approved by the stockholders it is within the discretion of the
Board of Directors not to carry out the Reverse Split.
PURPOSE OF REVERSE SPLIT
The Company was recently informed by the Nasdaq Stock Market ("Nasdaq")
that the Company's stock price was not in compliance with the minimum per share
price requirement for stock traded on Nasdaq. The Company will become in
compliance if its stock trades at or above the minimum trading price of $1.00
for at least ten consecutive trading days. If the Company does not meet this
requirement, Nasdaq will issue a delisting letter, at which time the Company may
request a hearing to appeal the delisting.
If the Company's securities are delisted from Nasdaq, trading, if any, of
the Company's securities would thereafter have to be conducted in the non-Nasdaq
over-the-counter market. In such event, an investor could find it more difficult
to dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities. In addition, if the Common Stock were to become delisted
from trading on Nasdaq and the trading price of the Common Stock were to remain
below $5.00 per share, trading in the Company's Common Stock would also be
subject to the requirements of certain rules promulgated under the Securities
Exchange Act of 1934, as amended, which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-Nasdaq equity security that has a market price
of less than $5.00 per share, subject to certain exceptions). The additional
burdens imposed upon broker-dealers by such requirements could discourage
broker-dealers from effecting transactions in the Common Stock, which could
severely limit the market liquidity of the Common Stock and the ability of
investors to trade the Company's Common Stock. There is no guaranty that the
Reverse Split will result in compliance with the Nasdaq minimum trading price
requirement. The Company's securities may be delisted even after the Reverse
Split.
As a result of the Reverse Split, the 30,384,400 shares of Common Stock
outstanding on September 10, 1998 will become approximately 3,038,044
shares of Common Stock and any other shares issued prior to the Effective Date
will be similarly adjusted. In addition, on the Effective Date each option and
warrant to purchase Common Stock outstanding on the Effective Date will be
adjusted so that the number of shares of Common Stock issuable upon their
exercise shall be divided by ten (and corresponding adjustments will be made to
the number of shares vested under each outstanding option) and the exercise
price of each option and warrant shall be multiplied by ten. No fractional
shares will be issued upon the Reverse Split. In lieu thereof, the Company will
pay each holder of a fractional interest an amount in cash equal to the value of
such fractional interest on the Effective Date. The Reverse Split will have the
effect of increasing the number of odd-lot holders of the Company's Common
Stock. Transactions involving odd-lot amounts of Common Stock are generally
higher on a per-share basis than transactions involving even-lot amounts of
Common Stock. Thus, the Reverse Split may have the effect of increasing the
transaction costs of certain of the Company's stockholders.
The Reverse Split will have the effect of creating additional authorized
and unreserved shares of the Company's Common Stock. The Company has no current
plans to issue such shares. As of August 31, 1998, the Company had 50,000,000
authorized shares of Common Stock of which 30,384,000 were issued and
outstanding. As of August 31, 1998, an aggregate of 9,867,000 shares had been
reserved for issuance under the Company's Stock Option Plan and Employee Stock
Purchase Plan, or for exercise of options
-3-
<PAGE> 6
issued under such Plans. Of these 9,867,000 shares, 1,130,344 shares remained
available for issuance or for exercise of options under such plans. As of August
31, 1998, 18,485,656 shares of the Company's Common Stock remained unissued and
unreserved.
APPROVAL REQUIRED
Approval of Proposal No. 1 requires the affirmative vote of a majority of
the outstanding shares of Common Stock of the Company.
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION EFFECTING A REVERSE COMMON STOCK SPLIT.
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ADDITIONAL INFORMATION
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STOCKHOLDER PROPOSALS FOR 1999 PROXY STATEMENT
Stockholder proposals that are intended to be presented at the Company's
Annual Meeting of stockholders to be held in 1999 must be received by the
Company no later than March 19, 1999 in order to be included in the proxy
statement and related proxy materials.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented
for consideration at the Special Meeting. If other matters are properly brought
before the Special Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
George Rassam
Secretary and Chief Financial Officer
Dated: September 16, 1998
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<PAGE> 7
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
IMP, INC.
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 19, 1998
The undersigned stockholder of IMP, Inc., a Delaware corporation, hereby
acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy
Statement, each dated September 16, 1998, and hereby appoints James Phillips
Ferguson and George Rassam or either of them, proxies and attorneys-in-fact,
with full power to each of substitution, on behalf and in the name of the
undersigned at the Special Meeting of Stockholders of IMP, Inc. to be held on
Monday, October 19, 1998 at 11:00 a.m., local time, at the executive offices
of IMP, Inc., 2830 North First Street, San Jose, California and at any
adjournment or postponement thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO EFFECT A ONE-FOR-TEN REVERSE SPLIT OF THE COMPANY'S COMMON
STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and, in their discretion, upon such other matter or matters that may properly
come before the meeting and any postponement(s) or adjournment(s) thereof.
<PAGE> 8
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED AS FOLLOWS: FOR APPROVAL OF AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO EFFECT A ONE-FOR-TEN REVERSE SPLIT OF THE
COMPANY'S COMMON STOCK AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING.
(This Proxy should be marked, dated, signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
Date:
- -------------------------------------- ---------------------------
Signature
