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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): November 28, 2000
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IMP, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-15858 94-2722142
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 November 28, 2000, IMP, Inc., a Delaware corporation ("IMP"),
issued to Teamasia Semiconductors (India) Ltd. ("TSIL")., an affiliate of IMP's
majority stockholder, a Convertible Debenture due May 28, 2001. Pursuant to the
provisions of the Convertible Debenture, TSIL loaned $1.2 million to IMP at no
interest for a period of six months. IMP currently plans to use the proceeds
from the Convertible Debenture for working capital and general corporate
purposes. The Convertible Debenture was unanimously 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 May 28, 2001. At TSIL's
election, IMP shall repay the Convertible Debenture through the issuance to TSIL
or its assignee of 685,714 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
$0.6875, or 65%, to the $1.0625 closing price of IMP's common stock on the
Nasdaq Small Cap Market on November 28, 2000.
A copy of the Convertible Debenture is attached hereto has 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
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99.1 Convertible Debenture Due May 28, 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: November 30, 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 Description
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99.1 Convertible Debenture Due May 28, 2001.