<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QA - AMENDMENT 1
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 26, 1999
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________to _________
Commission file number 0-15858
IMP, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2722142
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2830 North First Street, San Jose, CA 95134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 432-9100
---------------------------------------------------
(Former name, former address and former fiscal year
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by 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 such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.01 par value outstanding at December 26, 1999: 4,040,544
<PAGE> 2
IMP, Inc.
FORM 10-QA - AMENDMENT 1
THIRD QUARTER
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Part I: Financial Information (unaudited)
Condensed Balance Sheet at December 26, 1999 and March 28, 1999 3
Condensed Statement of Operations for the three months ended December 4
26, 1999 and December 27, 1998
Condensed Statement of Operations for the nine months ended December 5
26, 1999 and December 27, 1998
Condensed Statement of Cash Flows for the nine months ended December 6
26, 1999 and December 27, 1998
Notes to condensed financial statements 7
Management's discussion and analysis of financial condition and results 10
of operations
Part II: Other Information
Item 1. Legal Proceedings 18
Item 3. Defaults by the Company on its Senior Securities 18
Item 6. Reports on Form 8K 18
Signatures 19
</TABLE>
2
<PAGE> 3
IMP, Inc.
CONDENSED BALANCE SHEET
(In thousands)
(unaudited)
ASSETS
<TABLE>
<CAPTION>
DEC 26, 1999 MARCH 28, 1999
------------ --------------
(RESTATED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 631 $ 1,606
Accounts receivable - net of allowances for
doubtful accounts and returns of $217
and $2,529 6,714 9,191
Inventories 6,027 6,076
Deposits and other current assets 384 693
-------- --------
Total current assets 13,756 17,566
Leasehold improvements and equipment 91,577 91,371
Accumulated depreciation (86,160) (83,470)
-------- --------
Net leasehold improvements and equipment 5,417 7,901
Other long term assets 436 494
-------- --------
$ 19,609 $ 25,961
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of debt $ 6,096 $ 5,212
Trade accounts payable 2,264 6,756
Accrued payroll and related expenses 950 1,322
Other accrued liabilities 2,268 1,528
Current portion of capital lease obligations 3,047 3,216
-------- --------
Total current liabilities 14,625 18,034
Long-term portion of debt
and capital lease obligations 1,060 2,942
Stockholders' equity:
Common stock 42 35
Additional paid-in capital 74,763 72,671
Accumulated deficit (66,984) (63,824)
Treasury stock at cost (3,897) (3,897)
-------- --------
Total stockholders' equity 3,924 4,985
-------- --------
$ 19,609 $ 25,961
======== ========
</TABLE>
See notes to unaudited condensed financial statements
3
<PAGE> 4
IMP, Inc.
CONDENSED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
DEC 26, 1999 DEC 27, 1998
------------ ------------
(RESTATED)
<S> <C> <C>
Net revenues $ 8,740 $ 9,755
Cost of revenues 6,595 5,901
------- -------
Gross profit 2,145 3,854
Operating expenses:
Research and development 1,137 2,748
Selling, general and administrative 824 1,048
------- -------
Operating income 184 58
Interest:
Expense (261) (266)
Income - 20
------- -------
Net interest (261) (246)
------- -------
Net loss $ (77) $ (188)
======= =======
Basic and diluted net loss
per share $ (.02) $ (.07)
======= =======
Shares used in computing basic and
diluted net income (loss) per share 3,641 2,833
======= =======
</TABLE>
See notes to unaudited condensed financial statements.
4
<PAGE> 5
IMP, Inc.
CONDENSED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
DEC 26, 1999 DEC 27, 1998
------------ ------------
(RESTATED)
<S> <C> <C>
Net revenues $ 27,056 $ 23,080
Cost of revenues 21,990 18,079
-------- --------
Gross profit 5,066 5,001
Operating expenses:
Research and development 3,912 7,255
Selling, general and administrative 3,443 3,817
-------- --------
Operating loss (2,289) (6,071)
Interest:
Expense (871) (892)
Income -- 158
-------- --------
Net interest (871) (734)
-------- --------
Net loss $ (3,160) $ (6,805)
======== ========
Basic and diluted net loss per share $ (.91) $ (2.40)
======== ========
Shares used in computing basic and
diluted net loss per share 3,457 2,830
======== ========
</TABLE>
See notes to unaudited condensed financial statements.
5
<PAGE> 6
IMP, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
DEC 26, 1999 DEC 27, 1998
------------ ------------
(RESTATED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,160) $ (6,805)
Adjustments to reconcile net loss
to net cash used for
operating activities:
Depreciation and amortization 2,690 3,805
Warrants issued to a consultant 35 --
Increase (decrease) from changes in:
Accounts receivable 2,477 (2,187)
Inventories 49 (2,455)
Deposits and other assets 367 (183)
Trade accounts payable (4,492) 1,019
Accrued payroll and related expenses (372) (898)
Other accrued liabilities 740 340
-------- --------
Net cash used for operating
activities (1,666) (7,364)
-------- --------
Cash flows from investing activities:
Net cash used for investing activities
for purchase of capital equipment (188) (955)
-------- --------
Cash flows from financing activities:
Proceeds from credit facility 2,601 2,025
Payments of principal on credit facility (3,276) (883)
Proceeds from equipment note payable 1,731 --
Payments of principal under capital
lease obligations, net (1,475) (2,713)
Payments on notes payable (766) (626)
Proceeds from issuance of common stock 2,064 53
-------- --------
Net cash provided by (used for) financing 879 (2,144)
activities
Net decrease in cash and cash equivalents (975) (10,463)
Cash and cash equivalents at beginning of
the period 1,606 11,819
-------- --------
Cash and cash equivalents at end of the
period $ 631 $ 1,356
======== ========
Supplemental cash flow disclosures:
Interest paid $ 871 $ 734
Supplemental non cash disclosures:
Equipment acquired under capital lease $ 18 $ 1,183
</TABLE>
See notes to unaudited condensed financial statements.
6
<PAGE> 7
IMP, Inc.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
(unaudited)
1. Basis of presentation
The accompanying unaudited interim condensed financial statements have
been prepared in conformity with generally accepted accounting principles,
consistent with those applied in, and should be read in conjunction with,
the audited financial statements for the year ended March 28, 1999
included in the Company's Annual Report on Form 10-K/A filed with the
Securities and Exchange Commission. The interim financial information is
unaudited, but reflects all adjustments consisting only of normal
recurring adjustments which are, in the opinion of management, necessary
to a fair statement of results for the interim periods presented. For
financial reporting purposes, the Company reports on a 13 or 14 week
quarter and a 52 or 53 week year ending on the Sunday closest to March 31.
2. Cash
At December 26, 1999, the Company had cash and cash equivalents of
approximately $631,000. The Company's cash balance has decreased over each
of the last several quarters. The Company entered into a new financing
facility during the quarter ended June 1999 (see Note 4, Notes Payable &
Financing Arrangements for more details).
The Company failed to make its scheduled payments due during the months of
August, September and October 1999 under certain of its credit facilities
and its equipment leases. These instances of non-payment put the Company
in default of these agreements and in default of the revolving credit
facility (see Note 4) due to a cross default charge in the revolving
credit facility agreement. The Company has renegotiated the payment terms
under the equipment notes payable amounting to $1,292,000 and capital
lease obligations with an aggregate balance of $3,047,000 as of December
26, 1999. However, the Company has been unable to renegotiate the payment
terms under one capital lease obligation amounting to $927,000 as of
December 26, 1999. The lessor has not required acceleration of such
obligation and management continues to pursue renegotiated payment terms.
As such, as of December 26, 1999, the Company remains in default of the
revolving credit facility amounting to $4,804,000 and capital lease
obligations with an aggregate balance of $1,105,000 due to cross default
clauses in these agreements. As a result, the Company may not be able to
continue to draw on unused amounts under the revolving credit facility.
The indebtedness related to agreements in which the Company remains in
default (as described above) is classified as current on the Company's
balance sheet because such creditors and lessors continue to have the
right to effectively declare the principal amount of the Company's
indebtedness to be immediately due and payable (or to exercise an
equivalent remedy with respect to a capitalized lease). The amount
reclassified from long-term to current, as of December 26, 1999 was
$1,684,000.
3. Inventories
Inventories consist of:
<TABLE>
<CAPTION>
DEC 26, 1999 MARCH 28, 1999
------------ --------------
<S> <C> <C>
Raw materials $ 832 $1,103
Work-in-process 4,317 4,120
Finished goods 878 853
------ ------
$6,027 $6,076
====== ======
</TABLE>
4. Notes Payable & Financing Arrangements
Credit facility - On April 30, 1999, the Company entered into a revolving
credit facility, which includes term loans, with The CIT Group. The
maximum and minimum amount of the borrowing is $9.5 million and $2.5
million, respectively. $7.5 million of the facility allows the Company to
borrow up to 80% of eligible accounts receivable and 25% of the Company's
inventory of raw materials. Up to $1.0 million of the $7.5 million may be
based on the raw materials inventory. $2.0 million of the facility is for
term loans relating to equipment. The facility is for a minimum period to
April 30, 2002. The interest rate for the revolving credit facility is
prime rate plus 1.5%, and for the term loans is prime rate plus 2%. At
March 31, 2000, if the Company's net income for
7
<PAGE> 8
the fiscal year then ending is greater than $1.0 million, the interest
rates will be decreased by 0.5% from March 31, 2000 onward. If an event of
default occurs, an additional 1.0% interest is payable. Although the
Company is in default of this facility due to cross default clauses on
other leases, the additional interest has not been charged to the Company.
If the Company has a net loss, for that period, the interest rate will be
increased by 0.5% from March 31, 2000 onward. The facility is secured by
inventory, equipment and fixtures, and other assets, excluding all assets
under lease from other creditors. As of December 26, 1999, $3,278,000 was
drawn down on the $7.5 million revolving facility, and the balance
outstanding on the term loan was approximately $1,526,000. As at December
26, 1999 all amounts due under this facility are classified as current due
to the instance of default discussed in Note 2. This facility does not
contain any restrictive financial covenants. As a result of the defaults
as discussed in Note 2, the Company may not be able to continue to draw on
unused amounts under the revolving credit facility.
Equipment notes payable - The Company has a $5.0 million facility with an
asset based lender. Due to the decrease in the value of the assets, this
facility has been fully utilized. This note does not contain any
restrictive financial covenants. The balance outstanding under this line
at December 26, 1999 was approximately $1,343,000.
The indebtedness represented by certain credit facilities and capital
lease obligations is classified as current on the Company's balance sheet
due to certain credit defaults discussed in Note 2.
5. Earnings per share
Statement of Financial Accounting Standards No. 128, Earnings per Share,
requires presentation of both basic and diluted EPS. Basic EPS is computed
by dividing net income (loss) available to common stockholders by the
weighted average number or common shares outstanding during the period.
Diluted EPS is computed using the weighted average number of common shares
outstanding, plus the effects of options and warrants outstanding during
the period, except when the inclusion of those items would be
antidilutive. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be
repurchased with the proceeds from the exercise of stock options. A
reconciliation of the numerators and the denominators of the basic and
diluted per share computation is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------- ----------------------
DEC 26, DEC 27, DEC 26, DEC 27,
1999 1998 1999 1998
-------- -------- -------- --------
(RESTATED) (RESTATED)
<S> <C> <C> <C> <C>
Net loss $ (77) $ (188) $(3,160) $(6,805)
Shares used in per share computation:
Weighted Average Shares Outstanding 3,641 2,833 3,457 2,830
Basic and diluted loss per share $ (0.02) $ (0.07) $ (0.91) $ (2.40)
======= ======= ======= =======
</TABLE>
Options to purchase 139,031 shares of common stock were outstanding at
December 26, 1999, but were not included in the computation of diluted EPS
for the three months ended December 26, 1999 because the options' exercise
price was greater than the average market price of the common shares
during the three months ended December 26, 1999. Options to purchase
261,480 shares of common stock were outstanding at December 27, 1998 but
were not included in the computation of diluted EPS for the three months
ended December 27, 1998, as the Company was in a loss position, and
therefore, to do so would have been antidilutive.
6. Restatement
In connection with its year end closing process, the Company determined
that it was necessary to restate its previously issued unaudited results
for the three months ended December 26, 1999. The balance sheet, statement
of operations, and statement of cash flows as of December 26, 1999 have
been restated to reflect certain adjustments relating to sales commission
expenses, sales discounts and warrants.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------- -----------------------------
DEC 26, 1999 DEC 26, 1999 DEC 26, 1999 DEC 26, 1999
AS REPORTED RESTATED AS REPORTED RESTATED
<S> <C> <C> <C> <C>
Revenue $8,917 $8,740 $27,233 $27,056
Pre-tax income (loss) 64 (77) (3,019) (3,160)
Net income (loss) 64 (77) (3,019) (3,160)
Basic and diluted loss per share $ 0.02 $(0.02) $ (0.87) $ (0.91)
====== ====== ======= =======
</TABLE>
7. Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes a
new model for accounting for derivatives and hedging activities. In July
1999, the Financial Accounting Standards Board issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133" ("SFAS 137"). SFAS 137
deferred the effective date of SFAS 133 until the first fiscal year
beginning after June 15, 2000. The impact of the implementation of SFAS
133 on the consolidated financial statements of the Company is not
expected to be significant, as the Company does not currently buy or sell
derivative instruments
8
<PAGE> 9
8. Teamasia Agreements
In October 1999, the Company entered into a stock purchase agreement (the
"Agreement") under which Teamasia Semiconductors (India) Ltd.,
("Teamasia"), a corporation headquartered in India involved in the
manufacturing and sale of discrete semiconductor devices purchased an
aggregate of 16.7% of the Company's common stock outstanding for
consideration of $2,050,000. The transaction closed during the quarter
ending December 26, 1999. The sale of all of the shares and therefore the
receipt of all of the $2,050,000 was subject to the Company's compliance
with certain terms and conditions. The Company met such terms and
conditions and received all of the $2,050,000 during the third quarter of
fiscal 2000. The agreement places certain restrictions on the use of the
funds received by the Company for the sale of stock under the agreement.
Under the agreement, Teamasia is also obligated to place orders with the
Company for wafer fabrication through the second quarter of fiscal 2001.
On December 15, 1999, the Company and Teamasia entered into a second stock
purchase agreement (the "Phase Two Stock Purchase Agreement") under which
Teamasia will make an additional equity investment in the Company. After
the closing of the Phase Two Stock Purchase Agreement, Teamasia will have
purchased an aggregate total of approximately 5.5 million shares, bringing
their total equity ownership in the Company to approximately 61.9%. The
Phase Two Stock Purchase Agreement will be subject to approval by the
shareholders of the Company at a meeting which will also be the Company's
annual meeting and is planned for the first or second quarter of calendar
2000. If approved by the Company's shareholders, the transaction
contemplated by the Phase Two Stock Purchase Agreement is expected to
close shortly thereafter. During the period between December 15, 1999 and
the date of approval of the Phase Two Stock Purchase Agreement, Teamasia
is required to use reasonable efforts to provide the Company with
additional financing up to the amount of the purchase price upon
commercially reasonable terms, if the Company so requests. Such loan, if
made, shall be repaid at the closing of the Phase Two Stock Purchase
Agreement. During the period between the approval date and the date of the
closing of the Phase Two Stock Purchase Agreement, if the Company so
requests, Teamasia is required to provide the Company with additional
financing up to the amount of the purchase price upon commercially
reasonable terms. Such amount shall be repaid at the closing of the Phase
Two Stock Purchase Agreement. In order for the Phase Two Stock Purchase
Agreement to be approved, the Company must receive approval of the Phase
Two Stock Purchase Agreement from its shareholders and all other required
governmental approvals and must make certain amendments to its Articles of
Incorporation.
9
<PAGE> 10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operation
Except for the historical information contained herein, the matters discussed in
this document are forward-looking statements that involve certain risks and
uncertainties, including the risks and uncertainties set forth below under
"Factors Affecting Future Results."
Results of Operations - Third Quarter of Fiscal 2000 Compared to Third Quarter
of Fiscal 1999
Net revenues for the third quarter of fiscal 2000 were $8.7 million compared to
$9.8 million for the same period of the prior year. The decrease in net revenues
was due to a decrease in foundry sales. Revenues in the immediate prior quarter
were $7.7 million. The Company's power management products have not yet had a
significant impact on the Company's revenues.
Cost of revenues in the third quarter of fiscal 2000 was $6.6 million,
representing 75% of net revenues for that period compared to $5.9 million,
representing 60% of net revenues for the same quarter in the prior fiscal year.
Cost of revenues as a percentage of revenues in the third quarter of fiscal 2000
are higher as a result of under-utilization of fab capacity. In addition, as a
result of lower than forecasted market demand for our power management
products, an additional $108,000 of inventory reserves were provided for on one
single slow moving power management device in the third quarter of fiscal 2000.
Research and development expenses were $1.1 million (13% of revenue) in the
third quarter of fiscal 2000 compared to $2.7 million (28% of revenue) in the
corresponding quarter of the prior fiscal year. The research and development
expenses are lower due to the engineering resources being focused on third party
consulting projects instead of internal research and development. Continuing the
Company's focus on the development of a portfolio of standard analog products is
important, however the Company believes that research and development expenses
in absolute dollars will need to be aligned to be consistent with our current
business conditions and new product development strategies.
Selling, general and administrative expenses were $824,000 (9% of net revenues)
in the third quarter of fiscal 2000 down from $1.0 million (11% of net revenues)
in the same quarter of the prior year. Included in the $824,000 is an accrual
for a potential legal settlement. The decrease was primarily due to a reduction
in expenses in marketing and sales administration and the successful negotiation
of a one-time $177,000 downward adjustment of commission expense with four of
the five largest sales representatives under contract with the Company.. As a
result, , the Company recorded a one-time adjustment related to commission
liabilities outstanding at the start of the third quarter of fiscal 2000.
Net interest expense was $261,000 for the third quarter of fiscal 2000, compared
to $246,000 for fiscal 1999. The increase is due to a decrease in interest
income (which offsets interest expense) resulting from lower cash balances.
Net loss for the third quarter of fiscal 2000 was $77,000 compared to a net
loss of $188,000 for the same period of the prior year. This resulted in a
net loss of $.02 per share for the third quarter of fiscal 2000 compared to
$0.07 loss per share in the same period of the prior year.
Results of Operations - First Nine Months of Fiscal 2000 Compared to First Nine
Months of Fiscal 1999.
Net revenues for the nine-month period ended December 26, 1999 were $27.1
million, up 17% compared to net revenues of $23.1 million for the same period of
the prior year. The increase in net revenues was due to increased demand for the
company's standard products as well as an increase in design revenue in the
first quarter of fiscal 2000.
Cost of revenues in the nine-month period ended December 26, 1999 was $22.0
million, representing 81% of net revenues, compared to $18.1 or 78% of net
revenues in the corresponding period of the prior fiscal year. Cost of revenues
as a percentage of revenues in fiscal 2000 are higher as a result of
under-utilization of fab capacity.
Research and development expenses were $3.9 million (14% of net revenues) for
the nine-month period ended December 26, 1999 compared to $7.3 million (31% of
net revenue) in the comparable period of fiscal 1999. The decline is due to the
engineering resources being focused on third party consulting projects instead
of internal research and development. Continuing the Company's focus on the
development of a portfolio of standard analog products is important, however the
Company believes that research and development expenses in absolute dollars will
need to be aligned to be consistent with our current business conditions and new
product development strategies.
Selling, general and administrative expenses were $3.4 million (13% of net
revenues) for the nine-month period ended December 26, 1999 compared to $3.8
million (16% of net revenues) in the corresponding period of the prior year. The
$3.4 million includes an accrual for a potential legal settlement. The decrease
in absolute dollars was primarily due to a reduction in expenses in
10
<PAGE> 11
marketing and sales administration as well as lower commission expenses
associated with the one-time favorable negotiation with four of the five largest
sales representatives under contract with the Company .
Net interest expense was $871,000 for the nine-month period ended December 26,
1999 compared to $734,000 for the corresponding period of the prior fiscal year.
The increase is due to a decrease in interest income as a result of lower cash
balances.
Net loss for the nine-month period ended December 26, 1999 was $3.2 million
compared to a net loss of $6.8 million for the same period of the prior fiscal
year. This resulted in net loss of $.91 per share for the nine-month period
ended December 26, 1999 compared to $2.40 loss per share in the same period of
the prior fiscal year.
Liquidity and Capital Resources
At December 26, 1999, the Company had cash and cash equivalents of approximately
$631,000. The Company's cash balance has decreased over each of the last several
quarters. On April 30, 1999, the Company entered into a $9.5 million financing
facility with The CIT Group. Included in the $9.5 million is a facility for up
to $2.0 million in secured term loans and a facility which allows the Company to
borrow up to $7.5 million based on accounts receivable and inventory balances.
During the nine-month period ended December 26, 1999, the Company's net cash
used by operations was $1.7 million compared to net cash used by operations of
$7.4 million in the nine-month period ended December 27, 1998. The net cash used
by operating activities for the nine-month period ended December 26, 1999
consisted of a net decrease in operating assets and liabilities of $1.2 million
combined with the net loss, before depreciation and amortization and other
non-cash expenses, of $3.2 million for the nine-month period ended December 26,
1999. The net cash used for operating activities for the nine-month period
ended December 27, 1998 consisted primarily of the net loss, before depreciation
and amortization, of $3.0 million and an increase in net operating assets and
liabilities of $4.4 million. For the nine-month period ended December 26, 1999,
non-cash adjustments consisted mainly of depreciation and amortization expense
of $2.7 million compared to $3.8 million for the nine-month period ended
December 27, 1998.
Our investing activities used cash of $188,000 for the nine-month period ended
December 26, 1999 compared to the use of $955,000 for the nine-month period
ended December 27, 1998. The decrease is due to tight capital expenditure
controls in place in order to conserve cash.
Our financing activities provided cash of approximately $879,000 during the
nine-month period ended December 26, 1999. Proceeds from a new credit facility
and equipment note payable totaled $4.3 million offset by payments of $5.5
million relating to a replaced credit facility, repayment of the amounts
initially drawn down on the new credit facility as a result of a reduced
borrowing base, payments on notes payable and payments of principal under
capital lease obligations. In addition, proceeds from the issuance of common
stock totaled $2.1 million, primarily from the Company's stock purchase
agreement with Teamasia Semiconductors (India) Ltd. For the nine-months ended
December 27, 1998 financing activities used cash of approximately $2.1 million.
Payments of principal under capital lease obligations and payments on notes
payable declined from $3.3 million for the nine-month period ended December 27,
1998 to $2.2 million for the nine-month period ended December 26, 1999 as a
result of not making scheduled payments in the second and third quarter of
fiscal 2000.
During the second and third quarters of fiscal year 2000, the Company was unable
to meets its obligations under its equipment notes payable and certain of its
capital leases. These instances of non-payment put the Company in default of
these agreements and in default of the revolving credit facility entered into in
April 1999 due to a cross default clause in the revolving credit facility
agreement. The Company has renegotiated the payment terms under the equipment
notes payable amounting to $1,292,000 and capital lease obligations with an
aggregate balance of $3,047,000 as at December 26, 1999. However, the Company
has been unable to renegotiate the payment terms under one capital lease
obligation amounting to $927,000 as at December 26, 1999. As of December 26,
1999, the lessor has not required acceleration of such obligation and management
intends to continue to pursue renegotiated payment terms. As of December 26,
1999, the Company remains in default of the revolving credit facility amounting
to $4,804,000 as at December 26, 1999 and capital lease obligations with an
aggregate total balance of $1,105,000 as at December 26, 1999 due to cross
default clauses in these agreements. As a result, the Company may not be able to
continue to draw on unused amounts under the revolving credit facility.
The Company has minimal financial resources and operating needs are funded
principally from the collection of accounts receivable. Should the cash flow
from accounts receivable be lessened or interrupted by slow collections or by a
decrease in revenue generation, the Company could very quickly again find itself
unable to meet its obligations. In addition, the Company's cash balance has
11
<PAGE> 12
decreased over each of the last several quarters. If the Company continues to
report operating losses and negative cash flow it will need to obtain additional
funding to remain in operation. There can be no assurance that such funding will
be available at reasonable rates, or terms if at all.
In October 1999, the Company entered into a stock purchase agreement (the
"Agreement") under which Teamasia Semiconductors (India) Ltd., ("Teamasia"), a
corporation headquartered in India involved in the manufacturing and sale of
discrete semiconductor devices purchased an aggregate of 16.7% of the Company's
common stock outstanding for consideration of $2,050,000. The transaction closed
during the quarter ending December 26, 1999. The sale of all of the shares and
therefore the receipt of all of the $2,050,000 was subject to the Company's
compliance with certain terms and conditions. The Company met such terms and
conditions and received all of the $2,050,000 in the third quarter of fiscal
2000. The agreement places certain restrictions on the use of the funds received
by the Company for the sale of stock under the agreement. Under the agreement,
Teamasia is also obligated to place orders with the Company for wafer
fabrication through the second quarter of fiscal 2001.
On December 15, 1999, the Company and Teamasia entered into a second stock
purchase agreement (the "Phase Two Stock Purchase Agreement") under which
Teamasia will make an additional equity investment in the Company. After the
closing of the Phase Two Stock Purchase Agreement, Teamasia will have purchased
an aggregate total of approximately 5.5 million shares, bringing their total
equity ownership in the Company to approximately 61.9%. The Phase Two Stock
Purchase Agreement will be subject to approval by the shareholders of the
Company at a meeting which will also be the Company's annual meeting and is
planned for the first or second quarter of calendar 2000. If approved by the
Company's shareholders, the transaction contemplated by the Phase Two Stock
Purchase Agreement is expected to close shortly thereafter. During the period
between December 15, 1999 and the date of approval of the Phase Two Stock
Purchase Agreement, Teamasia is required to use reasonable efforts to provide
the Company with additional financing up to the amount of the purchase price
upon commercially reasonable terms, if the Company so requests. Such loan, if
made, shall be repaid at the closing of the Phase Two Stock Purchase Agreement.
During the period between the approval date and the date of the closing of the
Phase Two Stock Purchase Agreement, if the Company so requests, Teamasia is
required to provide the Company with additional financing up to the amount of
the purchase price upon commercially reasonable terms. Such amount shall be
repaid at the closing of the Phase Two Stock Purchase Agreement. In order for
the Phase Two Stock Purchase Agreement to be approved, the Company must receive
approval of the Phase Two Stock Purchase Agreement from its shareholders and all
other required governmental approvals and must make certain amendments to its
Articles of Incorporation.
If the shareholders of the Company do not approve this transaction with Teamasia
or the transaction does not close for some other reason, the Company's liquidity
could be adversely affected.
Factors Affecting Future Results
The Company's business, financial condition and future results of operations
have been, and may in the future, be affected by a variety of factors, including
those described below:
Cash. As discussed above in "Liquidity and Capital Resources" on December 26,
1999 the Company had very low cash balances. The Company has minimal financial
resources and operating needs are funded principally from the collection of
accounts receivable. In September 1999, the Company took steps to materially
reduce its ongoing payroll expenses and continues to keep tight control on
expenses. In October 1999, the Company entered into an equity investment
agreement with Teamasia for $2,050,000, which has been completed. In December
1999, a second stock purchase agreement was entered into with Teamasia, under
which Teamasia has agreed to make an additional investment in the Company,
subject to the satisfaction of certain conditions precedent, including approval
by the Company's shareholders. Teamasia is also placing orders with the Company
for wafer fabrication.
Stock Traded on Nasdaq SmallCap Market. On December 11, 1998, a hearing was held
before a Panel authorized by the National Association of Securities Dealers,
Inc. Board of Governors to determine whether the Company would be allowed to
maintain the listing of its common stock on the Nasdaq National Market. The
hearing addressed, among other things, the Company's compliance with the minimum
$1 per share price requirement and the $4 million net tangible assets
requirement for stock traded on Nasdaq. The Panel concluded that the Company
could retain its listing on the Nasdaq National Market if it complied with the
following conditions: (i) effect a one-for-ten reverse split of our common stock
so that the Company's closing bid price meets or exceeds the $1.00 per share for
a minimum of ten consecutive trading days; (ii) file with the Securities and
Exchange Commission (SEC) on or before February 16, 1999, a December 31, 1998
balance sheet, which, with pro forma adjustments for significant events and
transactions after such date, shows net tangible assets of at least $4.0
million; and (iii) file with the SEC on or before March 31, 1999, a balance
sheet as of a
12
<PAGE> 13
date 45 days prior thereto, which, with appropriate pro forma adjustments, shows
net tangible assets of at least $6.5 million. Effective January 13, 1999, the
Company effected a one-for-ten reverse stock split, thus addressing the minimum
trading price per share requirement. On February 16, 1999 the Company filed a
proforma balance sheet dated as of December 31, 1998 incorporating the effect of
a February 1999 Private Placement showing net tangible assets of $6.1 million.
The Company did not satisfy the final criterion of net tangible assets of $6.5
million by March 31, 1999. As a result, on April 7, 1999 the Company's common
stock was moved from the Nasdaq National Market to the Nasdaq SmallCap Market
where it continues to trade under the symbol "IMPX."
On November 19, 1999, the Nasdaq SmallCap Market informed the Company that,
based on the net tangible assets of the Company as of the end of the third
quarter of 1999, the Company no longer met the $2,000,000 net tangible assets
requirements for continued listing on the Nasdaq SmallCap Market. The Company
provided Nasdaq with financial statements indicating that as of the end of
November, 1999 the Company had net tangible assets in excess of the level
required by Nasdaq. Management believes that the Company is now in compliance
with Nasdaq's criteria for continued listing on the Nasdaq SmallCap Market.
Because of the low volume of trading on the Nasdaq SmallCap Market, an investor
could find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of, our securities. In addition, if the Company's common
stock trading price remains below $5.00 per share, trading in the Company's
common stock could also be subject to the requirements of certain rules
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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 trading in the Company's
common stock, which could severely limit the market liquidity of the common
stock and the ability of investors to trade our common stock.
In addition, the Company's market capitalization might decrease and stockholder
value might decrease as a result of the reverse stock split. The reverse split
increased the number of odd-lot holders of the Company's common stock.
Transaction costs involving odd-lot amounts of common stock are generally higher
on a per-share basis than transaction costs involving even-lot amounts of common
stock. Thus, the reverse split might have the effect of increasing the
transaction costs of certain of the Company's stockholders.
Dependence on Foundry Business. In the near term the Company's success depends
on its ability to attract additional business from new and existing customers
for its analog and high-voltage wafer fabrication services. During periods of
low demand, high fixed wafer fabrication costs have historically had a material
adverse effect on the Company's results of operations. For example, during the
last three-quarters of fiscal 1997, all of fiscal 1998, the first half of fiscal
1999 and the second quarter of fiscal 2000 the Company's operating results were
adversely affected by the low utilization of the Company's manufacturing
facility.
In addition, potential revenues from new and existing customers for wafer
fabrication services may be subject to delays stemming from the time involved to
(i) have the customer complete its process of reviewing and qualifying the
Company as a supplier, (ii) ramp-up suppliers of raw materials, (iii) ramp-up
the Company's production capabilities and (iv) customer's request to change
agreed fabrication schedule. Such delays may cause revenues which had been
anticipated to be recognized in one quarter to be delayed to a subsequent
quarter.
Dependence on New Analog Products. In the long term the Company's success
depends on its ability to develop new analog integrated circuit products for
existing and new applications, to introduce such products in a timely manner,
and to gain customer acceptance for its products. The development of new analog
integrated circuits is highly complex and from time to time the Company has
experienced delays in developing and introducing new products. Successful
product development and introduction depends on a number of factors including
proper new product definition, completion of design and testing of new products
on time, achievement of acceptable manufacturing yields and market acceptance of
the Company's and its customers' products. Moreover, successful product design
and development is dependent on the Company's ability to attract, retain and
motivate qualified analog design engineers, of which there are a limited number.
There can be no assurance that the Company will be able to meet these challenges
or adjust to changing market conditions as quickly and cost-effectively as
necessary to compete successfully. Due to the complexity and variety of analog
circuits, the limited number of analog circuit designers and the limited
effectiveness of computer-aided design systems in the design of analog circuits,
there can be no assurance that the Company will be able to continue to
successfully develop and introduce new products on a timely basis. The Company
seeks to design alternate source products that have already achieved market
acceptance from other vendors, as well as new proprietary IMP products. However,
there can be no assurance that any products introduced by the Company will be
accepted by customers or that any product initially accepted by the Company's
customers will result in production orders. The Company's failure to continue to
develop, introduce and sell new products successfully could materially and
adversely affect its long-term business and operating results.
13
<PAGE> 14
Dependence upon Ability to Fabricate Higher-Margin Products. The ability of the
Company to transition from the fabrication of lower-margin products to
higher-margin products, including both those developed by the Company and those
for which it serves as a third-party foundry, is very important for the
Company's future results of operations. Rapidly changing customer demands may
result in the obsolescence of existing Company inventories. There can be no
assurances that the Company will be successful in its efforts to keep pace with
changing customer demands. In this regard, the ability of the Company to develop
higher-margin products will be materially and adversely affected if it is unable
to retain its engineering personnel due to the Company's current business
climate.
Competition. Currently, the Company's principal competitors in the silicon
foundry market include American Microsystems Inc., a division of Japan Energy
Corporation, Austrian Micro Systems, GMT Microelectronics Corporation, Orbit
Semiconductor, a division of the DII Group, Tower Semiconductor, as well as
internal manufacturing facilities within its customers and excess fabrication
capacity within standard product vendors. To a lesser degree the Company also
competes with large Asian foundries, such as Chartered Semiconductor of
Singapore and TSMC of Taiwan. The Company's principal competitors for existing
and new Analog Products include Dallas Semiconductor, Linear Technology
Corporation, Linfinity Microelectronics, Maxim Integrated Products, Inc.,
Micrel, Semtech, Sipex, Supertex, Texas Instruments, Unitrode Corporation and
certain European and Asian manufacturers. Many of the Company's competitors have
substantially greater technical, manufacturing, financial and marketing
resources than the Company. The Company's international sales are primarily
denominated in U.S. currency. Consequently, changes in exchange rates that
strengthen the U.S. dollar could increase the price in local currencies of the
Company's products in foreign markets and make the Company's products relatively
more expensive than competitor's products that are denominated in local
currency.
Due to the current excess of supply over demand for semiconductors of all types,
including both foundry services and analog integrated circuits, the Company
expects continued strong competition from existing suppliers as well as the
entry of new competitors. Such competitive pressures could reduce the market
acceptance of the Company's products and result in market price reductions and
increases in expenses that could adversely affect the Company's business,
financial condition or results of operations.
Patents and Licenses. Although the Company is not currently a party to any
material litigation relating to patents and other intellectual property rights,
because of technological developments in the semiconductor industry, it is
possible that certain of the Company's designs or processes may involve
infringement of existing patents. There can be no assurance that any patent
owned by the Company will not be invalidated, circumvented or challenged, that
the rights granted thereunder will provide competitive advantages to the Company
or that any of the Company's pending or future patent applications will be
issued. The Company has from time to time received, and may in the future
receive, communications from third parties asserting patents, maskwork rights,
or copyrights on certain of our products and technologies. The Company has been
contacted by the Lemelson Medical Foundation. This foundation has filed patent
violation legal actions against 88 semiconductor companies. The Company has been
named as one of many defendants in this action. We believe that, based on
statements by the Lemelson Medical Foundation, licenses or rights under Lemelson
patents, or any future patents, can be negotiated. However, we cannot be sure
that we can negotiate rates which will allow us to compete economically in the
marketplace.
Manufacturing. The fabrication of integrated circuits is a highly complex and
precise process. Minute impurities, contaminants in the manufacturing
environment, difficulties in the fabrication process, defects in the masks used
to print circuits on a wafer, manufacturing equipment failure, wafer breakage or
other factors can cause a substantial percentage of wafers to be rejected or
numerous die on each wafer to be nonfunctional. The majority of the Company's
costs of manufacturing are relatively fixed, and, consequently, the number of
shippable die per wafer for a given product is critical to the Company's results
of operations. To the extent the Company does not achieve acceptable
manufacturing yields or experiences product shipment delays, its financial
condition or results of operations would be materially and adversely affected.
The Company has from time to time in the past experienced lower than expected
production yields, which have delayed product shipments and adversely affected
gross margins. Moreover, there can be no assurance that the Company in general
will be able to maintain acceptable manufacturing yields in the future.
The Company manufactures all of its wafers at the one fabrication facility in
San Jose. Given the unique nature of the Company's processes, it would be
difficult to arrange for independent manufacturing facilities to supply such
wafers in a short period of time. Any prolonged inability to utilize the
Company's manufacturing facility as a result of fire, natural disaster or
otherwise, would have a material adverse effect on the Company's financial
condition or results of operations. Although it believes that it has adequate
capacity to support its near term plans, the Company has in the past
subcontracted the fabrication of a portion of its wafer production to outside
foundries, and may need to do so again. At the present time, there are several
wafer foundries that are capable of supplying certain of
14
<PAGE> 15
the Company's needs. However, there can be no assurance that the Company will
always be able to find the necessary foundry capacity.
Due to the relatively long manufacturing cycle for integrated circuits, the
Company builds some of its inventory in advance of receiving orders from its
customers. As a consequence of inaccuracies inherent in forecasting demand for
such products, inventory imbalances periodically occur that result in surplus
amounts of some Company products and shortages of others. Such shortages can
adversely affect customer relationships; surpluses can result in larger than
desired inventory levels, or inventory adjustments.
The Company's backlog consists of distributor and OEM customer orders required
to be shipped within six months following the order date. Customers may
generally cancel or reschedule orders to purchase products without significant
penalty to the customer. As a result, to reflect changes in their needs,
customers frequently revise the quantities of the Company's products to be
delivered and their delivery schedules. Since backlog can be canceled or
rescheduled without significant penalty, the Company does not believe its
backlog is a meaningful indicator of future revenue. In addition, the Company's
backlog includes its orders from domestic distributors as to which revenues are
not recognized until the products are sold by the distributors. Such products
when sold may result in revenue lower than the stated backlog amounts as a
result of discounts that are authorized by the Company at the time of sale by
the distributors.
Furthermore, the Company is dependent on a number of subcontractors for
performance by the Company of certain of its manufacturing processes, such as
epitaxial deposition services. The failure of any of these subcontractors to
perform these processes on a timely basis could result in manufacturing delays,
which could materially adversely affect the Company's results of operations.
Currently, the Company purchases certain materials, including silicon wafers, on
a purchase order basis from a limited number of vendors. Any delay, disruption
or termination of supply from any of these suppliers could have a material
adverse effect on the Company's financial condition and results of operations.
The packaging of the Company's products is performed by a limited group of third
party subcontractors located predominantly in Asian and Pacific Rim countries,
including Indonesia. Certain of the raw materials included in such products are
obtained from sole source suppliers. Although the Company seeks to reduce its
dependence on its sole and limited source suppliers, disruption or termination
of any of these sources could occur and such disruptions could have a material
adverse effect on the Company's financial condition or results of operations. In
the event that any of the Company's subcontractors were to experience financial,
operational, production or quality assurance difficulties resulting in a delay,
reduction or interruption in supply to the Company, the Company's operating
results would be adversely affected until alternate subcontractors, if any,
became available.
Environmental and Safety Regulation. Federal, state, and local regulations
impose a variety of safety and environmental controls on the storage, handling,
discharge and disposal of certain chemicals and gases used in semiconductor
manufacturing. The Company's facilities have been designed to comply with these
regulations, and it believes that its activities are conducted in material
compliance with such regulations. There can be no assurance, however, that
interpretation and enforcement of current or future environmental regulations
will not impose costly requirements upon the Company. Any failure of the Company
to control adequately the storage, use and disposal of regulated substances
could result in future liabilities.
While the Company to date has not experienced any materially adverse effects on
its business from safety and environmental regulations, there can be no
assurance that changes or new interpretations of such regulations will not
impose costly equipment, facility or other requirements.
Year 2000 Issues
General. The Company is currently conducting a company-wide Year 2000 readiness
program (the Y2K program). The Y2K program is addressing the issue of computer
programs and embedded computer chips being able to distinguish between the year
1900 and the year 2000. Any of such systems and equipment, including integrated
circuits, computers and manufacturing equipment, sold or used by the Company,
its customers and its suppliers, that recognize a date code field of "00" as the
year 1900 rather than the year 2000 could cause such systems or equipment to
malfunction prior to or in the year 2000 and lead to significant business
delays, additional expenses and disruptions in service or operations. As a
result, the systems and equipment of all business organizations containing
integrated circuits, software or computer hardware may need to be upgraded or
replaced in order to resolve the potential impact of this misinterpretation and
the resulting errors or system failures and to make such systems, equipment and
software Year 2000 compliant.
15
<PAGE> 16
The Company's Y2K program is divided into four sections - (1) IMP Manufactured
Products, (2) Internal Information Technology (IT) Systems, (3) Manufacturing
Systems and Equipment, and (4) Third Party Suppliers and Customers. The Y2K
program is divided into three phases (i) inventorying potential Year 2000 items,
(ii) assessing the Year 2000 compliance of items determined to be material to
the Company; and (iii) repairing or replacing such material items. The Company
has substantially completed the first two phases of work required to achieve
Year 2000 compliance requirement and in Phase Three it has repaired or replaced
the majority of items on its inventory.
Through December 26, 1999, the Company has incurred less than $200,000.00 in
expenses associated with making its systems and equipment Year 2000 compliant.
Based on the preliminary results of the assessment and the modifications
completed to date, the Company believes that the total cost for year 2000
compliance will not exceed $200,000. However, there can be no assurance that any
such assessments and updates will be completed on a timely basis, if at all, or
within estimated budgets, or that any required updates or corrections will work
as anticipated in the year 2000.
Impact on Sales of IMP Manufactured Products. The Company designs its products
both internally and through third party design providers. Both sources of
product design rely on licenses of third party technology for certain aspects of
these designs. The Company has done an internal assessment of the Year 2000
compliance of certain of its stand-alone products, and the Company believes that
these products are designed so that they are not dependent on embedded software
or hardware that relies on a date code field and, therefore, such products are
Year 2000 compliant. The Company also manufactures wafers containing designs
implemented by its customers. It has no knowledge of the Year 2000 compliance of
such products. To the extent that date information is necessary for the proper
functioning of the Company's and its customer's products, the products rely on
date information from other manufacturer's devices resident in the networks or
systems in which they operate. Thus, any Year 2000 problems within these third
party products or systems could cause the such products not to work accurately
and/or without disruption, if at all, with other companies' devices and systems.
Any failure of these products to be Year 2000 compliant would result in the
malfunctioning of such products or of the systems in which such products
operate. Any failure of the Company's products, its customers designs or any
third party products on which the Company's products rely or any third party
products which incorporate certain of the Company's licensed designs or
technologies to be Year 2000 compliant could result in a substantial decline in
the Company's revenues or could result in the Company's incurring substantial
unexpected expenses associated with product returns, warranty claims and claims
for consequential damages and would materially adversely affect the Company's
business, results of operations and financial condition.
Internal Information Technology (IT) System. With respect to its internal IT
computer systems, the Company is now in Phase Three of the Y2K program. It has
evaluated and has replaced or has tested operating systems for the critical
computers used for its management information systems. Many applications
programs have been modified and the majority of such programs are expected to be
modified as required. The Company is also in Phase Three for its non-IT systems,
such as personal computers.
Manufacturing Systems and Equipment. The Company relies on a number of embedded
programs, computer systems and applications to operate and monitor the design,
control and manufacturing aspects of its business. These include its automated
design software and its fabrication, test and physical plant equipment with
embedded hardware and/or software. With respect to such items, the Company is
now in Phase Three of the Y2K program. It has evaluated and has replaced or has
tested modifications for the majority of such systems.
Third Party Suppliers and Customers. The Company has contacted the majority of
its key suppliers and contract manufacturers to assess the possible effects of
their Year 2000 readiness on the Company's business. Although many of these
suppliers and contract manufacturers have notified the Company that they have
been addressing the problem, they have not provided specific assurance regarding
the Year 2000 compliance of their systems and software. The Company's reliance
on suppliers and contract manufacturers and, therefore, on the proper
functioning of their information systems and software, means that failure of
such key suppliers and contract manufacturers to address Year 2000 issues could
have a material impact on the Company's operations and financial results.
In addition to its suppliers and contract manufacturers, the Company relies on a
large variety of business enterprises such as customers, creditors, financial
organizations, and domestic and international governmental entities for the
accurate exchange of data. Any disruption in the computer systems of any of
these third parties could materially and adversely affect the Company.
Summary. The Company has not established detailed contingency plans for the Year
2000 issues. The Company will evaluate the need for such plans.
16
<PAGE> 17
Many of the Company's products, systems, suppliers and customers address markets
that are vulnerable to technological issues involving the Year 2000, therefore
substantially all of the Company's revenues may be at risk. Despite the
Company's efforts to address the Year 2000 impact on its products, internal
systems and business operations, the Year 2000 issue may result in a material
disruption of its business or have a material adverse effect on the Company's
business, financial condition or results of operations.
17
<PAGE> 18
IMP, Inc.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The previously disclosed securities class action and derivative lawsuits
filed against the Company and certain of its present and former officers and
directors have been settled and all claims dismissed with prejudice.
The Company has received a claim that some of its products infringes on
patents of a third party. The Company disputes such claim and intends to
vigorously contest it. Management does not expect that such claim will have a
material adverse effect on the Company of its business.
Item 3. Defaults by the Company on its Senior Securities
The Company has failed to make its scheduled payments due during the
months of August, September, and October 1999 under its credit facilities and
certain of its equipment leases, for a total aggregate amount of $1,035,654 (See
Note 2 to Condensed Financial Statements).
Item 6. Reports on Form 8-K.
NO REPORTS ON FORM 8-K WERE FILED DURING THE THREE MONTHS ENDED DECEMBER
26, 1999.
<TABLE>
<S> <C>
Exhibit 1 Stock Purchase Agreement dated as of October 8, 1999 between
the Company and Teamasia Semiconductors (India) Ltd.*
Exhibit 2 Phase Two Stock Purchase Agreement, dated as of December 15,
1999 between the Company and Teamasia Semiconductors PTE Ltd.*
</TABLE>
--------
* Previously filed
18
<PAGE> 19
Signatures
Pursuant to the requirements of the Securities 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.
Registrant
June 28, 2000 /s/ BRAD WHITNEY
------------------- -------------------------------------
Brad Whitney, President and
Chief Executive Officer
19
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit No. Description
----------- ------------
Exhibit 1 Stock Purchase Agreement dated as of October 8, 1999 between
the Company and Teamasia Semiconductors (India) Ltd.*
Exhibit 2 Phase Two Stock Purchase Agreement, dated as of December 15,
1999 between the Company and Teamasia Semiconductors PTE Ltd.*
</TABLE>
--------
* Previously filed
