<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
[ X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the fiscal year ended March 29, 1999 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(No Fee Required)
COMMISSION FILE NUMBER: 0-15858
IMP, INC.
---------
(Exact number of Registrant as specified in its charter)
Delaware 94-2722142
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2830 North First Street
San Jose, California 95134
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code:
(408) 432-9100
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- -------------------
<S> <C>
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed under Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
Yes [X] No [ ]
<PAGE> 2
Indicate by checkmark if disclosure of delinquent files pursuant to
item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
The aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant, as of June 23, 1999 was approximately
$9,973,909 (based upon the closing price for shares of the Registrant's Common
Stock as reported by the Nasdaq Smallcap Market System on that date). Shares of
common stock held by each officer, director and holder of 5% or more of the
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliates is not necessarily a
conclusive determination for other purposes.
On June 23, 1999, approximately 3,463,000 shares of Common Stock, $.01
par value, were outstanding.
Documents Incorporated By Reference: NONE
IMP, INC.
PART III
Item 10 of the Annual Report filed pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the fiscal year ended March 29, 1999 is
hereby amended in full as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(1) Identification of Directors:
<TABLE>
<CAPTION>
Year First
Appointed Principal Occupation
Name and Title Age Director During Past Five Years
-------------- --- -------- ----------------------
<S> <C> <C> <C>
James Phillips Ferguson 68 1997 Mr. Ferguson, 68, joined the Company in June 1997 as President,
Chief Executive Officer and a member of the Board of
Directors. He served as a consultant to the Company from
December 1996 to June 1997. From 1967 to June 1997 he was a
principal in Ferguson Associates, a firm providing domestic and
international consulting services. In recent consulting
assignments, Mr. Ferguson assumed chief executive officer or
chief operating officer responsibilities with QuickLogic
Corporation, Plus Logic and Paradigm Technologies. Mr.
Ferguson's prior employment included positions at Texas
Instruments and Fairchild Semiconductor, and he was founder,
President and Chief Executive Officer of General
Microelectronics.
Zvi Grinfas 58 1981 Mr. Grinfas, 58, a co-founder of the Company, has been a
director of the Company since its organization in January
1981. He served as Senior Vice President for the Company,
managing the Business
</TABLE>
2
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<TABLE>
<S> <C> <C> <C>
Development Group, until December 1984. At that time he became
Senior Vice President, Engineering, a position he held until May
1986, when he became Vice President, Business Development and
Sales Director of Southern Europe of IMP Europe Limited. Mr.
Grinfas ceased working for IMP Europe Limited in December 1988,
and has been employed as a consultant since that time, including
serving in the function of General Manager, Microelectronic
Operations for Elron Electronics Industries, Ltd. from February
1989 through February 1990.
Peter D. Olson 56 1989 Mr. Olson, 56, has been a director of the Company since August
1989. Since July 1997, Mr. Olson has been Executive Vice
President of MachOne Communications, Inc. From July 1994
through July 1997, Mr. Olson served as President of H3D
Entertainment, Inc.
Bernard V. Vonderschmitt 75 1991 Mr. Vonderschmitt, 75, was a co-founder of Xilinx, Inc.
("Xilinx"), a supplier of field programmable gate arrays. He
served as the President of Xilinx from its inception in
February 1984 to August 1994 and as its Chief Executive Officer
from August 1994 to January 1996 and is currently Chairman of
the board of directors of Xilinx. Mr. Vonderschmitt also
serves as a director on the boards of directors of Credence
Systems Corporation and Sanmina Corporation, as well as various
private companies. He has been a director of the Company since
February 1991.
</TABLE>
(2) Identification of Executive Officers:
See Part I, Item 1, "Executive Officers of the Company" of the Registrant's
Form 10-K:
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There are no family relationships among executive officers or directors of the
Company.
SECTION 16(A) INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely upon review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that all reporting requirements under Section 16(a) for the
fiscal year ended March 29, 1999 were met in a timely manner by its executive
officers, Board members and greater than ten percent (10%) stockholders, except
for the following:
James P. Ferguson failed to timely file a Form 4 relating to the purchase of
20,000 shares of the Registrant's Common Stock. Tarsaim Batra failed to timely
file a Form 4 relating to the purchase of 20,000 shares of the Registrant's
Common Stock. Each of Ron Laugeson, David Laws and Jerry DaBell failed to timely
file Form 5 relating to the purchase of 100 shares each of the Registrant's
Common Stock.
Item 11 of the Annual Report filed pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the fiscal year ended March 29, 1999, is
hereby amended in full as follows:
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The compensation paid to the Company's Chief Executive Officer and each
of the Company's other executive officers who received compensation in excess of
$100,000 for services in all capacities to the Company and its subsidiaries
during fiscal 1997, 1998 and 1999 (collectively, the "Named Executive Officers")
is set forth below.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
================================================================================================================
Long Term
Securities
Underlying Other
Name and Position Year Salary($)(1) Bonus($) Options Compensation($)(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James Philips Ferguson 1999 209,248 -- -- 9,240
President and Chief Executive Officer 1998 148,439 -- 25,000 7,980
1997 -- -- -- --
- ----------------------------------------------------------------------------------------------------------------
Barry Wiley 1999 173,933 -- -- 5,148
Vice President Sales and Marketing 1998 114,912 -- 12,000 4,132
1997 -- -- -- --
================================================================================================================
</TABLE>
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<TABLE>
================================================================================================================
<S> <C> <C> <C> <C> <C>
David A. Laws, 1999 163,394 -- -- 4,300
Former Chairman of the Board 1998 181,808 250,000 -- 3,600
1997 185,985 40,000 24,584 3,600
- ----------------------------------------------------------------------------------------------------------------
Jerry DaBell 1999 158,834 -- -- 2,797
Senior Vice President, Design 1998 155,855 -- 6,500 2,804
Engineering 1997 145,848 22,915 -- 2,304
- ----------------------------------------------------------------------------------------------------------------
Moiz Khambaty 1999 155,672 -- -- 6,192
Vice President Technology 1998 155,065 -- 7,000 5,616
1997 138,386 21,000 -- 5,616
================================================================================================================
</TABLE>
- ----------
(1) Salary includes amounts deferred pursuant to the Company's 401(k) plan.
The amounts shown under the Bonus column include cash bonuses earned
for the indicated fiscal years.
(2) Includes the premium paid on behalf of each executive officer for
supplemental life insurance plus any other amount as indicated for each
individual.
STOCK OPTION GRANTS IN 1999
No stock options were granted to the executive officers named in the
Summary Compensation Table in fiscal 1999.
OPTION EXERCISES AND HOLDINGS
The table below sets forth information concerning the exercise of stock
options during the 1999 fiscal year by the Named Executive Officers and the
unexercised options held as of the end of the 1999 fiscal year by such
individuals. For purposes of the latter calculation, the fiscal year-end market
value of the shares is deemed to be $3.312, the closing sale price of the
Company's Common Stock as reported on the National Association of Securities
Dealers Automated Quotations System on Friday, March 26, 1999. No stock
appreciation rights were exercised by the Named Executive Officers during the
1999 fiscal year, and no stock appreciation rights were held by those
individuals at the end of such year.
All share information reflects the reverse one-for-ten stock split that took
place on January 13, 1999.
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<TABLE>
<CAPTION>
====================================================================================================================
Number of Value of
Shares Number of Unexercised
Acquired Unexercised In-the-Money
on Value Options at Options at
Exercise Realized FY-End FY-End ($3.312)
- --------------------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James Phillips Ferguson -- -- 9,999 15,001 33,112 $49,683
- --------------------------------------------------------------------------------------------------------------------
Barry Wiley -- -- 4,602 7,398 15,242 24,502
- --------------------------------------------------------------------------------------------------------------------
David A. Laws -- -- 29,688 312 98,327 1,033
- --------------------------------------------------------------------------------------------------------------------
Jerry DaBell -- -- 4,664 6,336 15,442 20,985
- --------------------------------------------------------------------------------------------------------------------
Moiz Khambaty -- -- 4,040 5,960 13,380 19,740
====================================================================================================================
</TABLE>
TEN-YEAR OPTION REPRICING TABLE
The Company permitted certain holders of options to purchase the
Company's Common Stock to reprice their options on September 22, 1997 and on
February 27,1998. On September 22, 1997, the Company permitted employees,
excluding executive officers named in the Summary Compensation Table, to cancel
outstanding options that had been granted under the Company's Stock Option Plan
but that had not yet been exercised and that had an exercise price in excess of
the then-current fair market value of the Company's Common Stock and replace
them with new options for an equal number of shares with an exercise price equal
to $14.40 per share, the fair market value on September 22, 1997 (not adjusted
for the stock split). These repriced options were subsequently repriced on
February 27, 1998.
On February 27, 1998, the Company permitted employees, including
executive officers named in the Summary Compensation Table, to cancel
outstanding options that had been granted under the Company's Stock Option Plan
but that had not yet been exercised and that had an exercise price in excess of
the then-current fair market value of the Company's Common Stock (including the
options that were repriced on September 22, 1997) and replace them with new
options for an equal number of shares with an exercise price equal to $11.60 per
share, the fair market value on February 27, 1998 (not adjusted for the stock
split). Each repriced option granted was not exercisable until February 27, 1999
at which time each option became vested and exercisable as to the number of
shares subject to the canceled options that were vested as of February 27, 1998;
thereafter, the vesting schedules under the original option agreement continues
as to the unvested shares. In accordance with the regulations promulgated by the
Securities and Exchange Commission, such repricing requires the Company to
disclose all repricings of the Company's options held by its executive officers
that have occurred during the last ten completed years (exclusive of years prior
to the year in which the Company became a reporting company under the Exchange
Act), in the format set forth below:
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TEN-YEAR OPTION REPRICING TABLE
<TABLE>
<CAPTION>
LENGTH OF ORIGINAL
NUMBER SHARES MARKET PRICE EXERCISE OPTION TERM
OF COMMON OF STOCK AT PRICE AT NEW REMAINING AT DATE
DATE OF STOCK UNDERLYING TIME OF TIME OF EXERCISE OF REPRICING
NAME PRICING OPTIONS REPRICED REPRICING REPRICING PRICE (IN MONTHS)
- ---------------------- ------------ ----------------- ------------- ------------ ------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
James Philips 2/27/98 10,000 $11.60 $19.40 $11.60 40
Ferguson
2/27/98 15,000 11.60 14.40 11.60 43
David A. Laws 2/27/98 10,000 11.60 15.00 11.60 12
Jerry DaBell 2/27/98 2,000 11.60 12.90 11.60 47
2/27/98 4,500 11.60 14.40 11.60 43
9/22/97 4,500 14.40 25.70 14.40 40
2/13/91 6,000 8.10 30.00 8.10 27
Moiz Khambaty 2/27/98 2,000 11.60 12.90 11.60 47
2/27/98 3,000 11.60 13.80 11.60 35
2/27/98 5,000 11.60 14.40 11.60 31
9/22/97 3,000 14.40 25.70 14.40 40
2/13/91 1,750 8.10 30.00 8.10 --
2/13/91 1,840 8.10 42.50 8.10 --
Ron Laugesen 2/27/98 2,000 11.60 12.90 11.60 48
2/27/98 4,490 11.60 14.40 11.60 43
2/27/98 1,000 11.60 19.40 11.60 16
2/27/98 2,000 11.60 25.70 11.60 34
2/27/98 1,000 11.60 59.40 11.60 18
2/13/91 750 8.10 16.25 8.10 26
George Rassam 2/27/98 8,000 11.60 14.40 11.60 36
2/27/98 2,000 11.60 12.90 11.60 48
2/13/91 1,010 8.10 42.50 8.10 2
2/13/91 256 8.10 26.25 8.10 6
Taraim Batra 2/27/98 6,320 11.60 14.40 11.60 43
2/27/98 2,000 11.60 12.90 11.60 48
2/27/98 1,125 11.60 18.50 11.60 15
2/27/98 3,000 11.60 25.70 11.60 36
Barry Wiley 2/27/98 7,500 11.60 16.00 11.60 41
2/27/98 2,500 11.60 14.40 11.60 43
2/27/98 2,000 11.60 12.90 11.60 48
Barry Carrington (1) 2/13/91 90 8.10 30.00 8.10 --
2/13/91 5,379 8.10 30.00 8.10 --
2/13/91 9,400 8.10 42.50 8.10 --
2/13/91 14,620 8.10 36.00 8.10 --
2/13/91 14,130 8.10 42.50 8.10 --
Charles Isherwood (2) 2/15/91 10,000 8.10 42.50 8.10 --
</TABLE>
(1) Mr. Carrington served as the Company's Chief Executive Officer through
1996.
(2) Mr. Isherwood served as the Company's Chief Financial Officer through
1996.
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COMPENSATION OF DIRECTORS
Each non-employee member of the Board of Directors receives $1,500 for
each full fiscal quarter that he serves as a member of the Board of Directors,
and $1,000 for each meeting he attends. Mr. Grinfas does not receive fees, but
instead receives reimbursement for his travel expenses incurred in attending
meetings of the Board of Directors, which totaled approximately $27,869 in
fiscal 1999. In addition, non-employee members of the Board are eligible to
receive options to purchase shares of the Company's Common Stock.
Each individual newly elected or appointed as a non-employee member of
the Board will be granted on such date of election or appointment an automatic
option grant for 2,000 shares of Common Stock under the Company's Stock Option
Plan (the "Option Plan"). Each individual who continues to serve as a
non-employee Board member will receive additional automatic option grants, each
for 2,000 shares of Common Stock, at successive four (4)-year intervals over his
or her period of continued Board service. The first such additional grant will
be made on the later of (A) the date of the 1994 Annual Stockholders Meeting or
(B) the date of the Annual Stockholders Meeting held in the calendar year in
which occurs the fourth anniversary of the grant date of the initial automatic
option grant made to such individual, provided he or she is re-elected to the
Board at that Annual Meeting. Additional automatic grants for 2,000 shares each
will be made to such individual at every fourth Annual Stockholders Meeting
thereafter over such individual's period of continued service as a non-employee
Board member.
Each such grant becomes exercisable for all of the shares upon the
optionee's completion of six (6) months of service on the Board and becomes
immediately exercisable for all of the option shares if the Company is acquired
by merger, asset sale or hostile take-over. The option shares are subject to
repurchase at the original exercise price if the optionee ceases Board service
prior to vesting in the shares. The Board member will vest in twenty-five
percent (25%) of the option shares upon completion of one (1) year of Board
service, and the balance will vest in thirty-six (36) successive equal monthly
installments over the optionee's continued period of Board service, subject to
accelerated vesting upon the optionee's death or disability or if the Company is
acquired by merger, asset sale or hostile take-over. Such options have a maximum
term of ten (10) years, subject to earlier termination upon the optionee's
cessation of Board service. Upon the successful completion of a hostile tender
offer for more than fifty percent (50%) of the Company's outstanding Common
Stock, each automatic option grant will be canceled, and the non-employee Board
member will be entitled to a cash distribution from the Company based upon the
tender-offer price.
Item 12 of the Annual Report filed pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the fiscal year ended March 29, 1999, is
hereby amended in full as follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
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SHARE OWNERSHIP
The following table sets forth certain information known to the Company
regarding the ownership of the Company's Common Stock as of March 28, 1999 for
(i) each director and nominee, (ii) all persons who are beneficial owners of
five percent (5%) or more of the Company's Common Stock, (iii) the executive
officers named in the compensation tables, 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......................... 0 *
Zvi Grinfas..................................... 33,622 1.0
David A. Laws (2)............................... 309 *
Peter D. Olson.................................. 0 *
Bernard V. Vonderschmitt........................ 0 *
Jerry DaBell (3)................................ 300 *
Moiz Khambaty................................... 0 *
Ron Laugesen.................................... 300 *
All directors and executive officers as a
group (11 persons).............................. 100 *
</TABLE>
* Less than one percent (1%).
(1) Percentage of beneficial ownership is calculated assuming 3,463,163
shares of Common Stock were outstanding on March 28, 1999. This
percentage may include Common Stock of which such individual or entity
has the right to acquire beneficial ownership within 60 days of March 28,
1999, 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) Shares beneficially owned by Mr. Laws are in the name of the Laws Family
Trust.
(3) Shares beneficially owned by Mr. DaBell are in the name of Jerry and
Christy DaBell.
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Item 13 of the Annual Report filed pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the fiscal year ended March 29, 1999, is
hereby amended in full as follows:
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Certain Relationships and Related Transactions.
On December 9, 1996, the Company entered into a contact for services
with James Phillips Ferguson pursuant to which Mr. Ferguson agreed to render
services to the Company as its Chief Operating Officer in exchange for the
payment of fees specified in the contract. The Company paid an aggregate of
$130,000 to Mr. Ferguson pursuant to such contract through its termination on
June 19, 1997.
During fiscal 1998, the Company billed H3D Entertainment, Inc. $50,000
for shipments of component parts for integrated circuits. Peter D. Olson, a
member of the Company's Board of Directors, is the principal stockholder, Chief
Executive Officer and a member of the Board of Directors of H3D Entertainment,
Inc.
(b) Employment Contracts.
Except as indicated below, none of the Company's executive officers
have employment contracts or severance agreements with the Company, and their
employment may be terminated at any time at the discretion of the Board of
Directors.
By letter agreement between the company and David Laws dated December
10, 1996, the Company confirmed, among other things, a retention bonus of
$250,000 payable to Mr. Laws in fiscal year 1998. See also "Certain
Relationships and Related Transactions" for a description of a terminated
contract for services between the Company and James Phillips Ferguson.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
IMP, INC.
By: /s/ JAMES PHILLIPS FERGUSON
--------------------------------
J. P. Ferguson
President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ JAMES PHILLIPS FERGUSON President and Chief Executive July 26, 1999
- -------------------------------- Officer and Director (Principal
James Phillips Ferguson Executive Officer)
*/s/ GEORGE RASSAM Chief Financial Officer and July 26, 1999
- -------------------------------- Secretary (Principal Financial and
George Rassam Accounting Officer
*/s/ ZVI GRINFAS Director July 26, 1999
- --------------------------------
Zvi Grinfas
*/s/ PETER D. OLSON Director July 26, 1999
- --------------------------------
Peter D. Olson
*/s/ BERNARD V. VONDERSCHMITT Director July 26, 1999
- --------------------------------
Bernard V. Vonderschmitt
*By: /s/ JAMES PHILLIPS FERGUSON
----------------------------
Attorney in Fact
</TABLE>
11
