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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 18, 2000
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IMP, Inc.
(Exact name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 0-15858 94-2722142
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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2830 North First Street
San Jose, California 95134
(Address of Principal Executive Offices)
(408) 432-9100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On December 18, 2000, IMP, Inc., a Delaware corporation ("IMP"),
issued to Teamasia Semiconductors (India) Ltd. ("TSIL"), a affiliate of IMP's
majority stockholder, a Convertible Debenture due June 18, 2001. Pursuant to the
provisions of the Convertible Debenture, TSIL loaned $2.3 million to IMP at no
interest for a period of one year. IMP currently plans to use the proceeds from
the Convertible Debenture, together with $1.2 million of proceeds from the
convertible debenture issued to TSIL in November 2000, for working capital and
general corporate purposes. The Convertible Debenture was approved by both (i) a
committee (the "Independent Committee") consisting of the independent member of
the Company's Board of Directors and (ii) upon the recommendation of the
Independent Committee, the Company's Board of Directors unanimously.
The Convertible Debenture is due on June 18, 2001. At TSIL's election,
IMP shall repay the Convertible Debenture through the issuance to TSIL or its
assignee of 1,314,286 shares of common stock, par value $0.01 per share, of IMP.
In the event that TSIL elects to receive such shares, the effective per share
price paid TSIL therefor would be $1.75, representing a premium of $1.1875, or
211%, to the $0.5625 closing price of IMP's common stock on the Nasdaq Small Cap
Market on December 18, 2000.
A copy of the Convertible Debenture is attached hereto as Exhibit 99.1
and incorporated by reference herein. The foregoing description of certain terms
of the Convertible Debenture is not complete and is qualified in its entirety by
reference to the full text of the Convertible Debenture.
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The forward-looking statements
contained herein are subject to risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward-looking
statements. For a discussion of the risks associated with IMP's business, please
see the discussion under the caption "Factors Affecting Future Results" in IMP's
Report on Form 10-Q for the quarter ended September 24, 2000 which has been
filed with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit No. Description
99.1 Convertible Debenture Due June 18, 2001.
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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.
Date: December 19, 2000 IMP, INC.
By: /s/ Sugriva Reddy
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Name: Sugriva Reddy
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Convertible Debenture Due June 18, 2001.
