8-K 1 p17334_8-k.txt CURRENT REPORT 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 July 3, 2003 Date of Report (Date of earliest event reported) IMP, INC. (Exact name of registrant as specified in its charter) Delaware 0-15858 94-2722142 --------------------------- ---------- --------------------- State or other jurisdiction Commission IRS Employer Of incorporation File Number Identification Number 2830 North First Street, San Jose, CA 95134 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (408) 432-9100 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS On June 26, 2003, IMP, Inc., a Delaware corporation (the "Company") was notified by its independent certified public accountants, BDO Seidman, LLP that effective June 26, 2003, BDO Seidman, LLP has resigned as the Company's independent certified public accountants. The report of BDO Seidman, LLP, dated July 12, 2002, on the Company's financial statements for the fiscal year ended March 31, 2002, contained an explanatory paragraph that stated that "the Company continues to experience severe liquidity problems and absorb cash in its operating activities and, as of March 31, 2002, the Company has a working capital deficiency, is in default under the terms of certain financing agreements, is delinquent in the payment of its federal employment taxes, and has limited financial resources available to meet its immediate cash requirements. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty." Except as set forth in the immediately preceding sentence, the report of BDO Seidman, LLP on the Company's financial statements for the fiscal year ended March 31, 2002 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. The Company's financial statements for the fiscal year ended March 31, 2001 were audited by KPMG LLP and the information required to be reported in connection with the dismissal of KPMG LLP was included in a Current Report on Form 8-K filed on June 19, 2002 (as amended on July 5, 2002). During the Company's most recent fiscal year and the subsequent period through June 26, 2003, there were no disagreements with BDO Seidman, LLP on any matter of accounting procedures, or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report. BDO Seidman, LLP advised the Company and its Audit Committee by letter dated July 12, 2002, of certain matters that it considered to be material weaknesses in the Company's internal control and its operation, including inadequate cut-off procedures over sales and shipping; inadequate control procedures over the receipt and application of payments received from customers; lack of timely analysis and reconciliation of sub-ledger accounts to the general ledger; and lack of readily available documentation to support all Company transactions. The Company has authorized BDO Seidman, LLP to discuss the subject matter of each material weakness identified with any successor auditor subsequently engaged as the principal accountant to audit the Company's financial statements. In accordance with the rules of the Securities and Exchange Commission, the Company has requested BDO Seidman, LLP to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter will be filed in an amendment to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired: N/A (b) Pro forma financial information: N/A (c) Exhibits. To be filed in an amendment to this Form 8-K. Exhibit Number Description of Exhibit -------------- ---------------------- 16.1 Letter of BDO Seidman, LLP 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. Date: July 3, 2003 IMP INC. By /s/ Subbarao Pinamaneni ------------------------ Subbarao Pinamaneni, CEO

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 19, 2002

IMP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		0-15858		94-2722142
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer 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 9. REGULATION FD DISCLOSURE SIGNATURES

ITEM 9. REGULATION FD DISCLOSURE

On August 19, 2002, the Registrant filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (the “Form 10-Q”) with the Securities and Exchange Commission. Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Form 10-Q:

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of IMP, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 19, 2002 /s/ Subbarao Pinamaneni Subbarao Pinamaneni Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Certification of Chief Financial Officer

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 19, 2002 /s/ Tarsaim Batra Tarsaim Batra Chief Financial Officer

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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 19, 2002	By	/s/ Tarsaim Batra
		Name: Tarsaim Batra Title: Chief Financial Officer

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