-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VoS9Z7qRyNnz1ATIA/nZbMmrUUFH6hfaOLoHc854YHMsPbb1Iol8s3zyxvtgRQDp f/vtT76EV8vyufFDRjygKA== 0001017062-02-001678.txt : 20020927 0001017062-02-001678.hdr.sgml : 20020927 20020927154803 ACCESSION NUMBER: 0001017062-02-001678 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000790708 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 911039211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15143 FILM NUMBER: 02774790 BUSINESS ADDRESS: STREET 1: 16804 GRIDLEY PLACE CITY: CERRITOS STATE: CA ZIP: 90701 BUSINESS PHONE: 5628606666 MAIL ADDRESS: STREET 1: 16804 GRIDLEY PL CITY: CERRITOS STATE: CA ZIP: 90703 FORMER COMPANY: FORMER CONFORMED NAME: AIRSENSORS INC DATE OF NAME CHANGE: 19920703 11-K 1 d11k.htm FORM 11-K Prepared by R.R. Donnelley Financial -- Form 11-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 11-K
 
x    Annual Report Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
(Fee required)
 
For the fiscal year ended March 31, 2002
 
or
 
¨    Transitional report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
(Fee required)
 
For the transition period from              to             .
 
Commission File No. 0-16116
 

 
A.    Full title of the plan and the address of the plan, if different from that
of the issuer named below:
 
IMPCO Investment and Tax Savings Plan c/o
 
Impco Technologies, Inc.
 
(formerly AirSensors, Inc.)
16804 Gridley Place
Cerritos, CA 90703
 
B.    Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
 
Impco Technologies, Inc.
(formerly AirSensors, Inc.)
16804 Gridley Place
Cerritos, CA 90703
 

Page 1


 
Financial Statements Filed as Part of This Report:
 
 
 
 
SIGNATURES
 
The Plan. Pursuant to the requirement of the Securities Exchange Act of 1934, the Administrative Committee of the IMPCO Investment and Tax Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
September 27, 2002
 
IMPCO INVESTMENT AND TAX SAVINGS PLAN
By:
 
/s/    KELLY NILA   

   
Kelly Nila
Plan Administrator
 
 
Page 2


 
Index to Exhibits
 
Exhibit No.

       
Page

23.1
  
Consent of Ernst & Young LLP, Independent Auditors
  
21
 
Page 3


 
Report of Independent Auditors
 
IMPCO Technologies, Inc. as
Plan Administrator of
The IMPCO Investment and Tax Savings Plan
 
We have audited the accompanying statements of net assets available for benefits of IMPCO Investment and Tax Savings Plan as of March 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at March 31, 2002 and 2001, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
 
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of March 31, 2002 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
 
         
Long Beach, California
September 25, 2002
         
/s/    ERNST & YOUNG LLP        
                 
 
Page 4


 
IMPCO Investment and Tax Savings Plan
 
Statements of Net Assets Available for Benefits
 
    
March 31
    
2002

  
2001

Assets
             
Investments, at fair value:
             
Interest-bearing cash
  
$
1,179,720
  
$
1,091,581
Mutual funds
  
 
6,532,403
  
 
5,136,305
IMPCO Technologies, Inc. common stock
  
 
396,453
  
 
467,170
Loans receivable
  
 
483,272
  
 
474,880
    

  

Net assets available for benefits
  
$
8,591,848
  
$
7,169,936
    

  

See accompanying notes to financial statements.
             
 
Page 5


 
IMPCO Investment and Tax Savings Plan
 
Statements of Changes in Net Assets Available for Benefits
 
    
Year ended March 31,
 
    
2002

  
2001

 
Additions to net assets attributed to:
               
Investment income
  
$
126,228
  
$
470,371
 
Contributions:
               
Participants
  
 
1,588,376
  
 
1,478,132
 
Rollovers
  
 
182,109
  
 
190,386
 
Employer
  
 
609,683
  
 
581,052
 
    

  


Total additions
  
 
2,506,396
  
 
2,719,941
 
Deductions from net assets attributed to:
               
Net realized/unrealized depreciation in fair value of investments
  
 
384,358
  
 
3,110,496
 
Benefits paid to participants
  
 
700,126
  
 
535,386
 
    

  


Total deductions
  
 
1,084,484
  
 
3,645,882
 
    

  


Net increase (decrease)
  
 
1,421,912
  
 
(925,941
)
Net assets available for benefits at beginning of year
  
 
7,169,936
  
 
8,095,877
 
    

  


Net assets available for benefits at end of year
  
$
8,591,848
  
$
7,169,936
 
    

  


 
See accompanying notes to financial statements.
 
Page 6


 
IMPCO Investment and Tax Savings Plan
 
Notes to Financial Statements
 
1.    Description of the Plan
 
General
 
The IMPCO Investment and Tax Savings Plan (the Plan) is a defined contribution plan, which is qualified under Internal Revenue Service Code Section 401(k). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan was adopted July 1, 1984, and amended in 1988, 1993, and 1999. All Plan assets are held by the Plan Trustee, Putnam Fiduciary Trust Company.
 
All employees of IMPCO Technologies, Inc. (the Company) employed on or before July 1, 1984, are eligible to participate in the Plan. All other employees who are at least age 21 or older are eligible to participate in the Plan on the first day of any calendar month following one year of service with the Company. Effective January 1, 1999, there is no longer a service requirement.
 
The Board of Directors of the Company has appointed certain of its officers and employees to act as an Administrative Committee. The Administrative Committee is responsible for management and control of the operation and the administration of the Plan. Putnam Investments has been engaged to perform certain administrative services (i.e., day-to-day record keeping of the Plan) and provide assistance to the Administrative Committee.
 
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
Contributions
 
Employees of the Company who elect to participate in the Plan may contribute into the Plan not less than 1% nor more than 15% of compensation, as defined in the Plan, each payroll period, up to a maximum of $11,000 and $10,500 for calendar years 2002 and 2001, respectively. The Company matches 100% of the first 3% of compensation contributed by employees.
 
“Rollover” contributions from other qualified plans are accepted by the Plan. The Company does not match contributions of this type.
 
Page 7


IMPCO Investment and Tax Savings Plan
 
Notes to Financial Statements
 
1.    Description of the Plan (continued)
 
Participant Accounts
 
Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings. Participant contributions and Company contributions are allocated into the separate funds based on election by the participants while Plan earnings are allocated based on the specific earnings of the separate fund. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
Participants may change the current allocation among their accounts at any time through notification to Putnam Investments. Upon reallocation, Putnam then notifies the Company of any designated changes made to a participant’s account. Participants may also change the allocation of future participant and Company contributions.
 
Vesting
 
Participants have a 100% nonforfeitable right to their “salary deferral account” and “rollover account” (i.e., participant contributions plus actual earnings thereon) upon withdrawal from the Plan. The Plan uses a graduated vesting schedule for Company contributions and related earnings as follows:
 
Years of Service  

  
Vested
Percentage

Less than 2 years
  
    0%
2 years but less than 3 years
  
  25%
3 years but less than 4 years
  
  50%
4 years but less than 5 years
  
  75%
5 years or more
  
100%
 
The participant also becomes 100% vested when he or she reaches retirement age, becomes disabled while employed by the Company, or upon death while employed by the Company.
 
Investment Options
 
Individual participants designate the way in which their contributions and employer contributions are invested and may change their investment designation at any time within several investment options offered by the Plan, including IMPCO Technologies, Inc. common stock.

Page 8


 
IMPCO Investment and Tax Savings Plan
 
Notes to Financial Statements
 
1.    Description of the Plan (continued)
 
Participant Loans
 
Participants may borrow up to 50% of their vested interest from their fund accounts subject to Plan restrictions. Participants may borrow a minimum of $1,000, up to a maximum of $50,000. The loans are secured by the participants’ accounts and bear interest at a rate of Prime plus 1%. The term of participant loans may not exceed five years except under certain conditions as defined in the Plan. Principal and interest are paid ratably through monthly payroll deductions.
 
Payment of Benefits
 
Upon termination of service, participants are entitled to receive a distribution of the vested portion of their accounts. Upon retirement, participants shall receive a distribution of the entire vested value of their accounts.
 
2.    Summary of Accounting Policies
 
Valuation of Investments and Income Recognition
 
Mutual fund investments are stated at fair value as determined by publicly quoted market price. The participant loans are recorded at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
Administrative and Contract Expenses
 
Administrative and contract expenses are paid by the Company.
 
Use of Estimates
 
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Page 9


 
IMPCO Investment and Tax Savings Plan
 
Notes to Financial Statements
 
3.    Investments
 
The fair market value of individual investments that represent 5% or more of the Plan’s net assets as of March 31, 2002 and 2001 is as follows:
 
    
March 31

    
2002

  
2001

Putnam Investors Fund
  
$
1,469,262
  
$
1,242,092
Putnam Voyager Fund II
  
 
1,011,839
  
 
746,022
Putnam Asset Allocation Fund
  
 
1,101,397
  
 
1,185,481
Putnam International Growth Fund
  
 
649,694
  
 
562,031
Putnam Money Market Fund
  
 
1,179,720
  
 
1,091,581
Putnam Equity Income Fund
  
 
1,041,317
  
 
795,411
Impco Technologies, Inc. common stock
  
 
*
  
 
467,170
 
*
 
Investment balance is less than 5% of the Plan’s net assets.
 
During the years ended March 31, 2002 and 2001, the Plan’s investments (including investments purchased, sold, as well as held during the year) depreciated in fair value as determined by quoted market prices as follows:
 
    
Year ended March 31

 
    
2002

    
2001

 
Mutual funds
  
$
(215,852
)
  
$
(2,874,973
)
IMPCO Technologies, Inc. common stock
  
 
(168,506
)
  
 
(235,523
)
    


  


    
$
(384,358
)
  
$
(3,110,496
)
    


  


 
4.    Income Tax Status
 
The Plan has received an opinion letter from the Internal Revenue Service dated April 16, 1997, stating that the written form of the underlying prototype plan document is qualified under Section 401(a) of the Internal Revenue Code (the Code), and that any employer adopting this form of the prototype plan will be considered to have a plan qualified under Section 401(a) of the Code. Therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

Page 10


 
IMPCO Investment and Tax Savings Plan
 
Notes to Financial Statements
 
5.    Plan Termination
 
It is the intent of the Company to continue the Plan; however, the Company reserves the right to modify, suspend or terminate the Plan at any time subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of plan termination, the participants become 100% vested, and the amounts in each participant’s account will be distributed as soon as administratively feasible, following the date on which a distribution is requested or is otherwise payable.
 
6.    Party-in-Interest Transactions
 
The records of the Plan indicate that there were no party-in-interest transactions, which are prohibited by the Employee Retirement Income Security Act of 1974 and for which no statutory or administrative exemption exists.
 
7.    Subsequent Event
 
The Company spun-off its Quantum Fuel Systems Technologies Worldwide, Inc. subsidiary (Quantum) on July 23, 2002. The Quantum employees participate in a comparable plan and their assets were transferred to Quantum’s plan upon the completion of the spin-off of Quantum from the Company.

Page 11


 
IMPCO Investment and Tax Savings Plan
 
Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
 
March 31, 2002
 
Identity of Issue, Borrower, Lessor or
Similar Party

  
Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value

  
Cost

  
Current Value

Putnam Fiduciary Trust Company
  
Putnam New Century Growth Fund (13,530 shares)
  
$
217,972
  
$
168,849
    
Putnam Investors Fund (132,009 shares)
  
 
1,980,038
  
 
1,469,262
    
Putnam American Government Income Fund (40,807 shares)
  
 
349,019
  
 
353,795
    
Putnam OTC & Emerging Growth Fund (56,824 shares)
  
 
808,854
  
 
409,136
    
Putnam Voyager Fund II (60,336 shares)
  
 
1,444,775
  
 
1,011,839
    
Putnam Asset Allocation Fund—Balanced (111,028 shares)
  
 
1,280,113
  
 
1,101,397
    
Putnam Asset Allocation Fund—Conservative (37,599 shares)
  
 
371,122
  
 
327,113
    
Putnam International Growth Fund (32,259 shares)
  
 
782,284
  
 
649,694
    
Putnam Money Market Fund (1,179,720 shares)
  
 
1,179,720
  
 
1,179,720
    
Putnam Equity Income Fund (68,418 shares)
  
 
1,056,475
  
 
1,041,317
Impco Technologies, Inc.*
  
Common Stock (30,591 shares)
  
 
532,422
  
 
396,453
Participant loans*
  
Loans to participants, collateralized by vested account balances, interest at 8.50%—8.95% per annum
  
 
—  
  
 
483,273
         

  

         
$
10,002,794
  
$
8,591,848
         

  

 
*
 
Indicates party-in-interest to the Plan.

Page 12
EX-23.1 3 dex231.htm CONSENT OF ERNST & YOUNG LLP Prepared by R.R. Donnelley Financial -- Consent of Ernst & Young LLP
 
Exhibit 23.1
 
Consent of Ernst & Young LLP, Independent Auditors
 
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-62889) pertaining to the IMPCO Investment and Tax Savings Plan of IMPCO Technologies, Inc. of our report dated September 25, 2002, with respect to the financial statements and schedule of the IMPCO Investment and Tax Savings Plan included in this Annual Report (Form 11-K) for the year ended March 31, 2002.
 
 
/s/    ERNST & YOUNG LLP
 
Long Beach, California
September 25, 2002
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