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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 8, 2000
IMP, INC.
(Exact name of registrant as specified in its charter)
0-15858
(Commission File Number)
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DELAWARE 94-2722142
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
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2830 NORTH FIRST STREET
SAN JOSE, CA 95134
(Address of principal executive offices, with zip code)
(408) 432-9100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
PriceWaterhouseCoopers LLP ("PWC") has resigned as the principal accountant
for IMP, Inc. ("IMP" or the "Company") as of August 8, 2000.
The reports of PWC on the financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle,
except that such reports included an explanatory paragraph expressing
substantial doubt regarding the Company's ability to continue as a going
concern.
During the Company's fiscal years ended March 28, 1999 and March 26, 2000,
and the period subsequent to March 26, 2000 preceding PWC's resignation, there
were no disagreements between the Company and PWC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of PWC,
would have caused PWC to make a reference to the subject matter of the
disagreement(s) in connection with its report on the Company's financial
statements, except as follows:
1. As of September 27, 1998 (the end of the second quarter of fiscal year
1999), IMP had inventory reserves and allowances recorded. During PWC's review
for the quarter ended December 27, 1998 (the third quarter of fiscal year 1999),
it noted that IMP had reversed all reserves and allowances for inventory that
had been outstanding as of the end of the second quarter. PWC communicated to
management that it disagreed with that result. PWC reported the issue to the
audit committee. After analysis, reserves and allowances as of the third quarter
were adjusted to an amount totaling approximately half of that existing at the
end of the second quarter.
2. During the fourth quarter of fiscal year 1999, IMP and PWC had a
disagreement regarding the valuation of the Company's inventory. After
discussions on the issue, adjustments were made by the Company to reduce the
value of inventory on hand. The matter was resolved prior to being communicated
to the audit committee.
The Company has authorized PWC to respond fully to any inquiries of a
successor accountant with regard to either of the above matters.
The above matters occurred between PWC and IMP's prior executive management
team.
By letters relating to fiscal years ended March 28, 1999 and March 26, 2000
(the "Management Letters"), PWC advised the Company and its audit committee of
the following material weaknesses: inadequate overall internal control design;
absence of appropriate reviews and approvals of transactions, accounting entries
or system output; inadequate procedures for appropriately assessing and
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applying accounting principles; inadequate provisions for the safeguarding of
assets; and failure to perform tasks that are a part of a sound system of
internal control, such as preparation of timely account reconciliations. PWC
discussed each of the material weaknesses identified in the Management Letters
with the Company's management and with the audit committee. The Company has
authorized PWC to discuss the subject matter of each material weakness
identified in the Management Letters with any successor accountant subsequently
engaged as the principal accountant to audit the Company's financial statements.
The Company's current executive management team is in the process of addressing
the material weaknesses noted in the Management Letters.
Attached hereto as Exhibit 16.1 is a letter from PWC stating whether it
agrees with the statements made by IMP in this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16.1 Letter re Change in Certifying Accountant
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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 hereunto duly authorized.
IMP, INC.
Date: AUGUST 15, 2000 By: /s/ JOY LEO
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JOY LEO
VICE PRESIDENT, FINANCE, ADMINISTRATION AND
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
Exhibit 16.1 Letter re Change in Certifying Accountant
