<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
IMP, INC.
------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
---------------------------
(Title of Class of Securities)
449693209
---------------------------
(CUSIP Number)
Subba Rao Pinamaneni
Teamasia Semiconductors PTE Ltd.
PSA Building Post Office
P.O. Box 512
Singapore 911148
65-273-7643
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1999
--------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
(Continued on following pages)
(Page 1 of 8 Pages)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C>
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CUSIP NO. 449693209 PAGE 2 OF 8
---------------------------------------- --------------------------------------------
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1 NAME OF REPORTING PERSON
TEAMASIA SEMICONDUCTORS PTE LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
SINGAPORE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 671,173
OWNED BY EACH ---------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
---------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
671,173
---------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,173
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
<PAGE> 3
Teamasia Semiconductors PTE Ltd., a Singapore corporation (together with
its affiliates, "Teamasia"), hereby amends and restates, as set forth below,
Items 2, 3, 4, 5(c) and 6 of its Statement on Schedule 13D, dated October 8,
1999, filed with the Securities and Exchange Commission on February 14, 2000
(the "Statement") relating to the common stock, par value $.01 per share, of
IMP, Inc.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated as follows:
(a) This statement is being filed by Teamasia. Subba Rao Pinamaneni is
the sole Managing Director of Teamasia. K.Y. Mok is a Director of Teamasia.
(b) The address of the principal business and principal office of
Teamasia is PSA Building Post Office, P.O. Box 512, Singapore 911148. The
business address of Subba Rao Pinamaneni and K.Y. Mok is PSA Building Post
Office, P.O. Box 512, Singapore 911148.
(c) The principal business of Teamasia is the manufacture of
semiconductors. The present principal occupation or employment of each of Subba
Rao Pinamaneni and K.Y. Mok is as a Managing Director of Teamasia.
(d) During the last five years, neither Teamasia nor, to Teamasia's
knowledge, Subba Rao Pinamaneni or K.Y. Mok has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Teamasia nor, to Teamasia's
knowledge, Subba Rao Pinamaneni or K.Y. Mok has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) To Teamasia's knowledge, Subba Rao Pinamaneni is a citizen of the
United States and K.Y. Mok is a citizen of Singapore.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated as follows:
The consideration for the 671,173 shares of Common Stock acquired by
Teamasia was cash in the amount of $2,050,000. The consideration for the
additional shares of Common Stock to be acquired by Teamasia is cash in the
amount of $3,930,000.
The source of funds for the 671,173 shares of Common Stock acquired by
Teamasia was $1,500,000 of equity contributions by shareholders of Teamasia and
a $550,000 unsecured loan from Magnus Investments, Singapore. The loan is
convertible into an equity interest in Teamasia. Teamasia, Subba Rao Pinamaneni
and K.Y. Mok have entered into a letter of intent with The HSBC Private Equity
India Fund Limited and The HSBC Private Equity Fund 2 Limited, members of the
HSBC Holdings plc group (together, "HSBC"), pursuant to which, among other
things, HSBC will make an equity investment in Teamasia (the "HSBC Investment").
In addition to funds provided by capital contributions by its
(Page 3 of 8)
<PAGE> 4
existing shareholders, Teamasia may use a portion of the proceeds from any HSBC
Investment to fund the purchase of the additional shares of Common Stock to be
acquired by Teamasia.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated as follows:
Teamasia acquired 671,173 shares and is party to a contract with the
Company as described below to acquire an additional 4,793,235 shares of Common
Stock. On October 8, 1999, the Company and Teamasia Semiconductors (India) Ltd.,
a limited Indian corporation ("Teamasia India"), an affiliate of Teamasia,
entered in to Stock Purchase Agreement (the "October Stock Purchase Agreement")
pursuant to which Teamasia India agreed to acquire from the Company, and the
Company agreed to sell and issue to Teamasia India, an aggregate of 671,173
shares of Common stock for an aggregate price equal to $2,050,000 pursuant to
the following schedule:
<TABLE>
<CAPTION>
Date of Purchase Number of Shares Purchase Price
---------------- ---------------- --------------
<S> <C> <C>
October 8, 1999 83,897 $250,000
October 18, 1999 83,897 $250,000
November 1, 1999 167,793 $500,000
November 19, 1999 167,793 $500,000
December 8, 1999 167,793 $550,000
</TABLE>
Teamasia India subsequently assigned all of its rights under the October Stock
Purchase Agreement to Teamasia. Pursuant to the October Stock Purchase
Agreement, Teamasia received customary registration rights and rights of first
offer and Mr. Subba Rao Pinamaneni, Managing Director and a stockholder of
Teamasia, was elected to the Company's Board of Directors. In addition, Teamasia
agreed to purchase from the Company on specified terms a number of wafers
representing not less than 25% of the Company's installed capacity for the last
two quarters of fiscal 2000 and the first two quarters of fiscal 2001. Due to
delays in these products reaching full production at the Company, the Company
and Teamasia have arrived at adjusted schedules which Teamasia understands are
presently satisfactory to each party.
Pursuant to the October Stock Purchase Agreement, the Company and
Teamasia also agreed that it was their intent that Teamasia acquire not less
than 51% of the fully diluted Common Stock at a price equal to a total of
$5,980,000 (including the $2,050,000 purchase price for the 671,173 shares of
Common Stock acquired from October 8, 1999 to December 10, 1999) no later than
February 28, 2000. This share ownership will permit Teamasia to significantly
influence or control most corporate decisions involving the Company. The parties
agreed, promptly upon the execution of the October Stock Purchase Agreement, to
proceed to negotiate, in good faith, the terms and conditions of a share
purchase agreement for additional shares of Common Stock, which agreement would
result in Teamasia owning not less than 51% of the fully diluted Common Stock.
The Company agreed to use its reasonable efforts to obtain approval from its
stockholders and to obtain all applicable governmental approvals in order to
consummate Teamasia's purchase of such additional shares of Common Stock as
expeditiously as possible.
On December 15, 1999, the Company and Teamasia entered into a Phase 2
Stock Purchase Agreement (the "December Stock Purchase Agreement") pursuant to
which Teamasia Semiconductors PTE Ltd. agreed to acquire from the Company, and
the Company agreed to sell and issue to Teamasia Semiconductors PTE Ltd., an
aggregate of 4,793,235 shares of Common Stock for an aggregate price equal to
$3,930,000. Because the issuance of these additional shares is subject to a
number of conditions, Teamasia does not believe that it presently possesses
beneficial ownership thereof. However, Teamasia presently intends to waive
satisfaction of any conditions to completion by it of the December Stock
Purchase Agreement if not satisfied by June 14, 2000. Teamasia believes that all
conditions to the Company's obligation to complete the December Stock Purchase
Agreement have been satisfied. The only conditions to the obligations of the
Company contained in the December Stock Purchase Agreement relate to (i)
representations and warranties of Teamasia; (ii) covenants of Teamasia; (iii)
compliance certificates; (iv) creditor consents; and (v) bridge financing.
Pursuant to the December Stock Purchase Agreement, Teamasia received
customary registration rights and rights of first offer and, upon closing of the
purchase and sale of additional shares of Common Stock contemplated by the
December Stock Purchase Agreement, the Company is obligated to add one
additional person designated by Teamasia to the Company's Board of Directors.
(Page 4 of 8)
<PAGE> 5
Pursuant to the December Stock Purchase Agreement, the Company and
Teamasia also agreed that, unless approved unanimously by the Company's Board of
Directors, any purchase of additional shares of Common Stock by Teamasia or its
affiliates that would result in Teamasia and its affiliates owning more than 51%
of the fully diluted Common Stock will require the approval of the stockholders
of the Company and will be deemed to be approved if (i) at least 51% of the
Company's stockholders vote in favor of such acquisition and (ii) no more than
20% of the Company's stockholders affirmatively vote against such acquisition.
Teamasia has advised the Company that completing the second phase of
Teamasia's equity investment in the Company, as contemplated by the December
Stock Purchase Agreement, is a material element of Teamasia's decision to place
additional production orders with the Company beyond those already placed. The
December Stock Purchase Agreement has no termination date.
Teamasia intends to review its investment in the Company from time to
time and, depending upon the price and availability of the Common Stock,
subsequent developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to the
Teamasia, general stock market and economic conditions, tax considerations and
other factors deemed relevant, may decide to increase or decrease the size of
its investment in the Company. Teamasia also intends to explore opportunities
for the Company and Teamasia to work together on transactions involving assets
and/or business operations that Teamasia owns presently or may develop in the
future, including, without limitation, opportunities to share and mutually
benefit from production, design, quality control and other assets and/or
business operations applicable to the semiconductor industry. Teamasia may
investigate such transactions and opportunities, if any, from time to time and,
as it deems appropriate in its discretion, propose such transactions and/or
opportunities to the Company. The share ownership to be obtained by Teamasia
upon completion by it of the transactions described above will permit Teamasia
to significantly influence or control most corporate decisions involving the
Company.
Teamasia is also pursuing other possible investments in the
semiconductor industry in the United States and elsewhere. If Teamasia completes
the acquisition of control of the Company and makes any such additional
investments, it would similarly explore opportunities for the companies or
assets which are the subject of any such additional investments, the Company and
Teamasia to work together on transactions involving assets and/or business
operations that Teamasia owns presently or may develop in the future, including,
without limitation, opportunities to share and mutually benefit from production,
design, quality control and other assets and/or business operations applicable
to the semiconductor industry. Teamasia may investigate such transactions and
opportunities, if any, from time to time and, as it deems appropriate in its
discretion, propose such transactions and/or opportunities to the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(c) is amended and restated as follows:
(c) There have not been any transactions in the Common Stock effected by
or for the account of Teamasia during the past 60 days prior to the date of this
Amendment No. 1.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
Item 6 is amended and restated as follows:
The following descriptions are qualified in their entirety by reference
to the agreements attached as exhibits to the Statement and incorporated herein
by reference.
OCTOBER STOCK PURCHASE AGREEMENT
(Page 5 of 8)
<PAGE> 6
Pursuant to the October Stock Purchase Agreement, the Company issued and
sold to Teamasia, and Teamasia purchased from the Company, an aggregate of
671,173 shares of Common Stock for an aggregate purchase price equal to
$2,050,000, or $3.05 per share, representing 16.6% of the fully diluted Common
Stock. The purchase of shares of Common Stock by Teamasia under the October
Stock Purchase Agreement closed in stages during the months of October, November
and December 1999, with the final closing having occurred on December 8, 1999.
The Company agreed to use the proceeds from the sale of Common Stock to Teamasia
to make compensation payments to the Company's employees, to pay specified lease
obligations and to pay other operating expenses approved by Teamasia.
As provided by the October Stock Purchase Agreement, the Company added
one member designated by Teamasia to the Board of Directors of the Company.
Teamasia designated Subba Rao Pinamaneni to serve on the Board of Directors, and
on November 4, 1999 he was elected by the Board of Directors to fill an existing
vacancy. In addition, under the October Stock Purchase Agreement, Teamasia
committed to purchase wafers from the Company commencing in the third quarter of
fiscal 2000 and continuing through the second quarter of fiscal 2001. Teamasia
agreed to purchase a minimum of 750 wafers per week during the third fiscal
quarter of 2000 and a minimum of 1,500 wafers a week during the fourth fiscal
quarter of 2000 and the first and second fiscal quarters of 2001. Due to delays
in these products reaching full production at the Company, the Company and
Teamasia have arrived at adjusted schedules which Teamasia understands are
presently satisfactory to each party.
Under the terms of the October Stock Purchase Agreement, Teamasia has
certain rights to require that the Company register its shares of Common Stock
under the Securities Act of 1933 (the "Securities Act"). Teamasia also has
certain rights of first refusal, based on Teamasia's percentage ownership of the
Company's fully diluted common equity and subject to certain exceptions, should
the Company sell any shares of Common Stock or other equity securities or any
securities which are convertible into or exercisable for Common Stock or other
equity securities.
As provided in the October Stock Purchase Agreement, the Company and
Teamasia agreed to negotiate the terms of an additional investment in the
Company by Teamasia that would result in Teamasia owning a majority of the fully
diluted Common Stock.
DECEMBER STOCK PURCHASE AGREEMENT
Under the terms of the December Stock Purchase Agreement, the Company
has agreed to issue and sell to Teamasia, and Teamasia has agreed to purchase
from the Company, an aggregate of 4,793,235 shares of Common Stock of the
Company for the aggregate purchase price of $3,930,000, or $0.82 per share
("Purchase Price"). Giving effect to this sale and purchase, Teamasia will own
an aggregate of 5,464,408 shares of Common Stock, representing 61.9% of the
outstanding Common Stock and 51% of the fully diluted Common Stock of the
Company after taking into account the Company's stock option plans and employee
stock purchase plan and any outstanding warrants. The purchase will occur at a
closing not later than 14 business days after the last closing condition has
been satisfied or waived (the "Closing"). However, Teamasia presently intends to
waive satisfaction of any conditions to completion by it of the December Stock
Purchase Agreement if not satisfied by June 14, 2000. Teamasia believes that all
conditions to the Company's obligation to complete the December Stock Purchase
Agreement have been satisfied.
The December Stock Purchase Agreement also provides that, in the event
that Bernard Vonderschmidt ceases to serve as a member of the Board of
Directors, Zvi Grinfas may, in his sole discretion and provided he is then still
serving as a member of the Board of Directors, designate a person to replace Mr.
Vonderschmidt. The December Stock Purchase Agreement also provides that a new
chief executive officer hired by the Company will also be designated to serve as
a member of the Board of Directors. Teamasia understands that, in January 2000,
Mr. Brad Whitney was hired as the Company's Chief Executive Officer and
appointed to the Company's Board of Directors. The December Stock
(Page 6 of 8)
<PAGE> 7
Purchase Agreement also provides that, promptly after the Closing, the Company's
Board of Directors take the necessary steps to add one additional person
designated by Teamasia as a member of the Company's Board of Directors.
The December Stock Purchase Agreement further provides that if Teamasia
(considered together with its affiliates) seeks to purchase or otherwise acquire
(directly or indirectly) additional Common Stock of the Company, and after such
purchase or other acquisition Teamasia (considered together with its affiliates)
would own more than 51% of the fully diluted Common Stock of the Company, such
acquisition is required to be approved by (i) the Board of Directors unanimously
or (ii) holders of at least 51% of the Common Stock of the Company but will be
so approved only if holders of no more than 20% of the Common Stock
affirmatively vote against such acquisition. The foregoing provision will
terminate at such time as Teamasia (considered together with its affiliates)
owns 75% or more of the outstanding Common Stock. The Company has agreed to use
its reasonable best efforts to incorporate the foregoing provision into the
Company's Certificate of Incorporation. The incorporation of the foregoing
provision into the Company's certificate of incorporation is a condition to
Teamasia's obligations under the December Stock Purchase Agreement and may be
waived by Teamasia.
The December Stock Purchase Agreement further provides that the
Company's Board of Directors will adopt a new option plan covering 1,000,000
shares of Common Stock (or allocation of an additional 1,000,000 Common Stock to
an existing option plan). Teamasia understands that, on January 7, 2000, the
Board of Directors approved the allocation of an additional 1,000,000 Common
Shares to the IMP, Inc., Stock Option Plan. Such approval is subject to approval
by the Company's stockholders.
As a condition to the Closing of the December Stock Purchase Agreement,
the Company is required to obtain the consents of certain creditors. According
to the proxy statement which the Company filed with the Securities and Exchange
Commission on May 17, 2000, all such consents have been received.
Teamasia is required under certain circumstances to use reasonable
efforts to provide the Company with additional financing up to the amount of the
Purchase Price upon commercially reasonable terms, which amount shall be re-paid
at the Closing. In response to a request from the Company, in April 2000
Teamasia delivered documentation for a proposed bridge loan to the Company. To
Teamasia's knowledge, the Company has not further pursued such a financing.
Under the terms of the December Stock Purchase Agreement, Teamasia will
have certain rights to require that the Company register under the Securities
Act all shares of Common Stock acquired by Teamasia under the December Stock
Purchase Agreement and the October Stock Purchase Agreement. Upon the Closing,
the percentage applicable to Teamasia's rights of first refusal described above
with respect to any sale by the Company of shares of Common Stock or other
equity securities or any securities which are convertible into or exercisable
for Common Stock or other equity securities would increase by reason of
Teamasia's acquisition of additional shares of Common Stock.
Teamasia has retained MacKenzie Partners, Inc. to assist it in the
solicitation of proxies for a customary fee plus reasonable out of pocket
expenses.
(Page 7 of 8)
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 30, 2000 TEAMASIA SEMICONDUCTORS PTE LTD.
By: /s/ Subba Rao Pinamaneni
----------------------------------------
Name: Subba Rao Pinamaneni
Title: Managing Director
(Page 8 of 8)
