SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(Amendment No. 7)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
IMP, Inc.
------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
---------------------------
(Title of Class of Securities)
449693209
---------------------------
(CUSIP Number)
The Managing Director
c/o HSBC Private Equity (Asia) Limited
Level 17, 1 Queen's Road Central
Hong Kong
852-2845-7688
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2002
--------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
(Continued on following pages)
(Page 1 of 23 Pages)
SCHEDULE 13D
---------------------------- ----------------------------
CUSIP No. 449693209 Page 2 of 23
---------------------------- ----------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Teamasia Mauritius
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
-------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
------------------------ ------ -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,092,882
EACH REPORTING PERSON
WITH
------ -----------------------------------------------
8 SHARED VOTING POWER
0
------ -----------------------------------------------
9
SOLE DISPOSITIVE POWER
1,092,882
------ -----------------------------------------------
10
SHARED DISPOSITIVE POWER
0
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,092,882
-------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- ----------------------------------------------------------------------
Item 1. SCHEDULE 13D
---------------------------- ----------------------------
CUSIP No. 449693209 Page 3 of 23
---------------------------- ----------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Teamasia Semiconductors (India) Ltd.
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
-------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
India
------------------------ ------ -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,334,293
WITH
------ -----------------------------------------------
8 SHARED VOTING POWER
1,092,882
------ -----------------------------------------------
9 SOLE DISPOSITIVE POWER
1,334,293
------ -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,092,882
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,427,175
-------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- ----------------------------------------------------------------------
---------------------------- ----------------------------
CUSIP No. 449693209 Page 4 of 23
---------------------------- ----------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Semiconductors Ltd.
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
-------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
------------------------ ------ -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH ------ -----------------------------------------------
8 SHARED VOTING POWER
2,427,175
------ -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ -----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,427,175
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,427,175
-------- ----------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- ----------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- ----------------------------------------------------------------------
SCHEDULE 13D
---------------------------- ----------------------------
CUSIP No. 449693209 Page 5 of 23
---------------------------- ----------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
The HSBC Private Equity Fund 2 Limited
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
-------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------------------ ------ -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH ------ -----------------------------------------------
8 SHARED VOTING POWER
2,427,175
------ -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ -----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,427,175
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,427,175
-------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- ----------------------------------------------------------------------
SCHEDULE 13D
---------------------------- ----------------------------
CUSIP No. 449693209 Page 6 of 23
---------------------------- ----------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
The HSBC Private Equity India Fund Limited
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
-------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
------------------------ ------ -----------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH ------ ----------------------------------------------
8 SHARED VOTING POWER
2,427,175
------ -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ -----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,427,175
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,427,175
-------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- ----------------------------------------------------------------------
Teamasia Mauritius, a Mauritius corporation, Teamasia Semiconductors
(India) Ltd., an Indian corporation, Semiconductors Ltd., a Mauritius
corporation, The HSBC Private Equity Fund 2 Limited, a Cayman Islands
corporation and the HSBC Private Equity India Fund Limited, a Mauritius
corporation (collectively, the "Reporting Persons"), hereby amend the Statement
on Schedule 13D, dated October 8, 1999, filed with the Securities and Exchange
Commission (the "Commission") on February 14, 2000, as amended by Amendment No.
1 filed with the Commission on May 31, 2000, Amendment No. 2 filed with the
Commission on June 1, 2000, Amendment No. 3 filed with the Commission on June 6,
2000, Amendment No. 4 filed with the Commission on June 8, 2000, Amendment No. 5
filed with the Commission on June 13, 2000 and Amendment No. 6 filed with the
Commission on June 27, 2000 (as amended, the "Statement"), relating to the
common stock, par value $0.01 per share (the "Common Stock"), of IMP, Inc.
("IMP").
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety to read as follows:
The persons listed in numbers 1 through 5 below are the persons filing this
joint statement.
1. (a) Teamasia Mauritius is a company organized under the laws of Mauritius
("Teamasia Mauritius").
(b) The address of the principal office of Teamasia Mauritius is c/o
International Financial Services Ltd., 3rd Floor, Les Cascades
Building, Edith Cavell Street, Port Louis, Mauritius.
(c) Teamasia Mauritius is an investment holding company.
(d) During the last five years, Teamasia Mauritius has not been convicted
in any criminal proceeding.
(e) During the last five years, Teamasia Mauritius has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
2. (a) Teamasia Semiconductors (India) Ltd. is a company organized under the
laws of India ("TSIL"). TSIL owns 100% of the outstanding capital
stock of Teamasia Mauritius.
(b) The address of the principal office of TSIL is 3-4-526/15,
Lingampalli, Hyderabad, 500 027, INDIA.
(c) TSIL is an investment holding company.
(d) During the last five years, TSIL has not been convicted in any
criminal proceeding.
7
(e) During the last five years, TSIL has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
3. (a) Semiconductors Ltd. is a company organized under the laws of
Mauritius ("Semiconductors"). Semiconductors owns 39% of the
outstanding capital stock of TSIL.
(b) The address of the principal office of Semiconductors is 3rd Floor,
Cerne House, La Chaussee, Port Louis, Mauritius.
(c) Semiconductors is an investment holding company.
(d) During the last five years, Semiconductors has not been convicted in
any criminal proceeding.
(e) During the last five years, Semiconductors has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
4. (a) The HSBC Private Equity Fund 2 Limited is a company organized
under the laws of the Cayman Islands ("HPEF2"). HPEF2 owns 100% of the
outstanding capital stock of Semiconductors.
(b) The address of the principal office of HPEF2 is HSBC Financial
Services (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, B.W.I.
(c) The principal business of HPEF2 is investing in companies located in
the Asia Pacific region.
(d) During the last five years, HPEF2 has not been convicted in any
criminal proceeding.
(e) During the last five years, HPEF2 has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
5. (a) The HSBC Private Equity India Fund Limited is a company organized
under the laws of Mauritius ("HPEIF"). HPEIF owns 21% of the
outstanding capital stock of TSIL. HSBC Private Equity Management
(Mauritius) Limited ("HPEM") is the Investment Manager of HPEIF and it
is vested with authority to execute all contracts which may be
necessary to manage HPEIF assets in its portfolio companies.
8
(b) The address of the principal office of HPEIF is 10, Frere Felix de
Valois Street, Port Louis, Mauritius.
(c) The principal business of HPEIF is investing in companies in South
Asia.
(d) During the last five years, HPEIF has not been convicted in any
criminal proceeding.
(e) During the last five years, HPEIF has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
The name, citizenship, business address and present principal occupation or
employment, as well as the name and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of the Reporting Persons are set forth on
Schedule A attached hereto, which Schedule A is incorporated herein by
reference.
During the last five years, to the knowledge of the Reporting Persons, no person
named on Schedule A with respect to that particular corporation has been (i)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by appending the following information to Item 4:
On March 6, 2001, Teamasia Semiconductors PTE Ltd., a Singapore
corporation, transferred all of its shares of Common Stock of IMP to Teamasia
Mauritius. As of that date, Teamasia Semiconductors PTE Ltd. ceased to have
beneficial ownership of any shares of Common Stock of IMP.
As previously disclosed by IMP, on May 10, 2001, IMP entered into a
Memorandum of Understanding Relating to Amendment of Convertible Debentures and
Support of Investment Transactions (the "Amendment Memorandum") with Teamasia
Mauritius and TSIL. Pursuant to the Amendment Memorandum, the terms of the $1.2
million convertible debenture (a copy of which is attached hereto as Exhibit 6
and incorporated in its entirety by reference herein) and the $2.3 million
convertible debenture (a copy of which is attached hereto as Exhibit 7 and
incorporated in its entirety by reference herein) held by TSIL (the "Convertible
Debentures") which otherwise would have become due and payable in May 2001 and
June 2001 were amended as follows: (1) the maturity date was extended for one
year; (2) interest accrues at the prime rate and is payable on the maturity
date; and (3) the conversion rate was reduced from $1.75 to $0.69, which was the
closing price of IMP's Common Stock on May 10, 2001 (as a result of the
completion of a 1-for-5 reverse split of the Common Stock that was announced on
October 2, 2001 as described below, the agreed conversion rate became adjusted
from $0.69 to
9
$3.45). In addition, pursuant to the Amendment Memorandum, the Company agreed to
issue to TSIL a warrant to purchase 1,599,000 million shares of common stock at
an exercise price of $0.22 per share (as a result of the subsequent 1-for-5
reverse split of the Common Stock, the agreed warrant became adjusted to a
warrant to purchase 319,800 shares at an exercise price of $1.10). Pursuant to
the Amendment Memorandum, TSIL agreed to vote all of its shares of IMP in favor
of the transactions contemplated by the Investment Memorandum (as defined
below). Pursuant to the Amendment Memorandum, TSIL will continue to be entitled
to nominate one director for election to IMP's Board of Directors for so long as
it continues to own at least five percent of the IMP's outstanding stock. A copy
of the Amendment Memorandum is attached hereto as Exhibit 8 and incorporated by
reference herein. The foregoing description of certain terms of the Amendment
Memorandum is not complete and is qualified in its entirety by reference to the
full text of the Amendment Memorandum.
Also on May 10, 2001, as previously disclosed by IMP, IMP entered into a
Memorandum of Understanding Relating to Common Stock Issuance and Related
Transactions (the "Investment Memorandum"). Pursuant to the Investment
Memorandum, IMP agreed to issue to a management-led investor group (the "New
Investor") an aggregate of 27.4 million shares of common stock for a purchase
price of $6.0 million, or $0.22 per share (subsequently adjusted for the 1-for-5
reverse split of the Common Stock). Members of the investor group include Subba
Rao Pinamaneni, IMP's Chairman of the Board, Sugriva Reddy, the Company's Chief
Executive Officer, John Chu, IMP's Vice President and General Manager--Standard
Products, Moiz Khambaty, IMP's Vice President--Technology, Tarsaim Batra--IMP's
Chief Operating Office and Vice President--Manufacturing, K.Y. Mok and Sam Lee.
The foregoing description of certain terms of the Investment Memorandum is not
complete and is qualified in its entirety by reference to the full text of the
Investment Memorandum filed as Exhibit 99.1 to IMP's report on Form 8-K filed
with the Commission on May 15, 2001.
Pursuant to the Investment Memorandum, Mr. Pinamaneni represented that
although he is a director and minority stockholder of Teamasia, in making the
proposal pursuant to the Investment Memorandum, Mr. Pinamaneni was acting on
behalf of himself and not acting directly or indirectly for Teamasia. Mr.
Pinamaneni and Mr. Mok are directors of Teamasia Mauritius, and Mr. Pinamaneni
is also a director of TSIL. The Reporting Persons disclaim any beneficial
ownership of any shares of Common Stock of IMP to be obtained by the New
Investor, including any interest of Mr. Pinamaneni and Mr. Mok therein, pursuant
to the Investment Memorandum.
On June 21, 2001, the Board of Directors of IMP approved, subject to
stockholder approval, a Stock Purchase Agreement (the "Stock Purchase
Agreement") to be entered into by and between IMP and the New Investor. On July
3, 2001, Teamasia Mauritius executed a written consent approving the Stock
Purchase Agreement.
On September 28, 2001, IMP entered into the Stock Purchase Agreement with
Subba Mok LLC, a Delaware limited liability company whose members include Subba
Rao Pinameni, K.Y. Mok, Dilip Kumor V. Lakhi, John Chu, Sugriva Reddy, Tarsaim
Batra, Moiz Khambaty and Sam Lee ("Subba Mok LLC") and Manohar Malwa, Au Wah and
Lee Shiu Hon (together with Subba Mok LLC, the "Purchasers").
On October 2, 2001, IMP announced that it had completed a 1-for-5 reverse
split of its Common Stock.
10
On November 21, 2001, Marcus P.S. Thompson, a director of TSIL, resigned
from the Board of Directors of IMP.
As of November 30, 2001, IMP completed the issuance of 5,482,284 shares of
Common Stock pursuant to the Stock Purchase Agreement and the closing of the
transactions contemplated by the Amendment Memorandum and the Investment
Memorandum.
Also as of November 30, 2001, TSIL and IMP entered into the Amended and
Restated Convertible Debenture due June 28, 2002 (the "Amended Convertible
Debenture") pursuant to which the Convertible Debentures were amended as
described above. A copy of the Amended and Restated Convertible Debenture is
incorporated by reference herein as Exhibit 9.
Also as of November 30, 2001, IMP issued to TSIL a warrant to purchase
319,800 shares of Common Stock at an exercise price of $1.10 (the "Warrant
Agreement"), as described above. A copy of the Warrant Agreement is incorporated
by reference herein as Exhibit 10.
In June, 2002, the maturity date for the Convertible Debentures was
extended to August 15, 2002. As previously disclosed by IMP, IMP has been in
negotiations with TSIL to extend the maturity date for the Convertible
Debentures for a further period or to convert the amount due under the
Convertible Debentures into equity, but no assurances can be given that any
agreement will be reached. TSIL reserves all of its rights under the Convertible
Debentures and may take such action as it deems appropriate to enforce such
rights.
Teamasia Mauritius, TSIL, Semiconductors, HPEF2 and HPEIF each, for itself
and without regard to the other Reporting Persons, intends to review its
investment in IMP from time to time and, depending upon, among other things, the
price and availability of the Common Stock, subsequent developments affecting
IMP, IMP's business and prospects, other investment and business opportunities
available to such Reporting Person, general stock market and economic
conditions, tax considerations and other factors deemed relevant, may decide to
increase or decrease the size of its investment in IMP. Each Reporting Person
may also be pursuing other possible investments in the semiconductor industry in
the United States and elsewhere. Each Reporting Person intends to explore
opportunities for IMP and each Reporting Person to work together on transactions
involving assets and/or business operations that each Reporting Person owns
presently or may develop or acquire in the future, including, without
limitation, opportunities to share and mutually benefit from production, design,
quality control and other assets and/or business operations applicable to the
semiconductor industry. Each Reporting Person may investigate such transactions
and opportunities, if any, from time to time and, as it deems appropriate in its
discretion, propose such transactions and/or opportunities to IMP.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) Teamasia Mauritius currently owns 1,092,882 shares of Common Stock
(approximately 15.6% of the total number of outstanding shares of
Common Stock). TSIL currently has the right to acquire 1,334,293
shares of Common Stock upon conversion of the convertible debentures,
as amended, and exercise of the warrant described above, which shares
it may be deemed to beneficially own.
(b) Teamasia Mauritius has the sole power to vote or direct the vote, and
to dispose or to direct the disposition of the shares of Common Stock
beneficially owned by it. TSIL has the sole power to vote or direct
the vote, and to dispose or to direct the disposition of the shares of
Common Stock beneficially owned by it. TSIL, as the sole stockholder
of Teamasia Mauritius, may be deemed to beneficially own the shares of
Common Stock beneficially owned by Teamasia Mauritius, but disclaims
any such ownership (except to the extent of its pecuniary interest
11
therein), and the filing of this statement shall not be construed as
an admission that TSIL is the beneficial owner of such securities.
Each of Semiconductors, HPEF2 and HPEIF, as a direct or indirect
stockholder of TSIL, may be deemed to beneficially own the shares of
Common Stock beneficially owned by Teamasia Mauritius and TSIL, but
disclaims any such ownership (except to the extent of its pecuniary
interest therein), and the filing of this statement shall not be
construed as an admission that any of Semiconductors, HPEF2 or HPEIF
is the beneficial owner of such securities.
(c) Except as described in Item 4 above, there have not been any
transactions in the Common Stock effected by or for the account of the
Reporting Persons during the past 60 days.
(d) Except as stated in this Item 5, to the knowledge of the Reporting
Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by appending the following information to Item 6:
The following descriptions are qualified in their entirety by reference to
the agreements attached as exhibits to the Statement and incorporated herein by
reference.
First Convertible Debenture
As previously disclosed by IMP, on November 28, 2000, IMP issued to TSIL a
Convertible Debenture due May 28, 2001 (the "First Convertible Debenture").
Pursuant to the provisions of the First Convertible Debenture, TSIL loaned
$1,200,000 to IMP at no interest for a period of six months (pursuant to the
Amendment Memorandum, the maturity date for the First Convertible Debenture was
extended as described below). At TSIL's election, IMP shall repay the First
Convertible Debenture through the issuance to TSIL or its assignee of 685,714
shares of Common Stock (which, after giving effect to the 1-for-5 reverse split
of the Common Stock, was changed to 347,826 shares of Common Stock upon the
closing of the transactions described in the Amendment Memorandum). TSIL may be
deemed to beneficially own these shares of Common Stock. The foregoing
description of the First Convertible Debenture is not complete and is qualified
in its entirety by reference to the full text of the First Convertible
Debenture.
Second Convertible Debenture
As previously disclosed by IMP, on December 18, 2000, IMP issued to TSIL a
Convertible Debenture due June 18, 2001 (the "Second Convertible Debenture").
Pursuant to the provisions of the Second Convertible Debenture, TSIL loaned
$2,300,000 to IMP at no interest for a period of six months (pursuant to the
Amendment Memorandum, the maturity date for the Second Convertible Debenture was
extended as described below). At TSIL's election, IMP shall repay the Second
Convertible Debenture through the issuance to TSIL or its assignee
12
of 1,314,286 shares of Common Stock (which, after giving effect to the 1-for-5
reverse split of the Common Stock, was changed to 666,667 shares of Common Stock
upon the closing of the transactions described in the Amendment Memorandum).
TSIL may be deemed to beneficially own these shares of Common Stock. The
foregoing description of the Second Convertible Debenture is not complete and is
qualified in its entirety by reference to the full text of the Second
Convertible Debenture.
Amendment Memorandum
As previously disclosed by IMP, on May 10, 2001, IMP entered into the
Amendment Memorandum with Teamasia Mauritius and TSIL. Pursuant to the Amendment
Memorandum, the terms of the First and Second Convertible Debentures which
otherwise would have become due and payable in May 2001 and June 2001 were
amended as follows: (1) the maturity date was extended for one year; (2)
interest accrues at the prime rate and is payable on the maturity date; and (3)
the conversion rate was reduced from $1.75 to $0.69 (adjusted to $3.45 after the
1-for-5 reverse split of the Common Stock). In addition, pursuant to the
Amendment Memorandum IMP agreed to issue to TSIL a warrant to purchase
approximately 1.6 million shares of common stock of IMP at an exercise price of
$0.22 per share (after the 1-for-5 reverse split of the Common Stock, adjusted
to a warrant to purchase 319,800 shares at $1.10 per share). Pursuant to the
Amendment Memorandum, TSIL agreed to vote all of its shares of IMP in favor of
the transactions contemplated by the Investment Memorandum. Pursuant to the
Amendment Memorandum, TSIL will continue to be entitled to nominate one director
for election to IMP's Board of Directors for so long as it continues to own at
least five percent of IMP's outstanding stock. The foregoing description of
certain terms of the Amendment Memorandum is not complete and is qualified in
its entirety by reference to the full text of the Amendment Memorandum.
Investment Memorandum
As previously disclosed by IMP, on May 10, 2001, IMP entered into the
Investment Memorandum. Pursuant to the Investment Memorandum, IMP agreed to
issue to a management-led investor group (the "New Investor") an aggregate of
27.4 million shares of common stock of IMP for a purchase price of $6.0 million,
or $0.22 per share (subsequently adjusted for the 1-for-5 reverse split of the
Common Stock). Among the members of the investor group are Mr. Pinamanei and Mr.
Mok. TSIL, as IMP's then majority stockholder agreed to approve the new
financing. The foregoing description of the Investment Memorandum is not
complete and is qualified in its entirety by reference to the full text of the
Investment Memorandum filed as Exhibit 99.1 to IMP's report on Form 8-K filed
with the Commission on May 15, 2001.
Amended Convertible Debenture
As of November 30, 2001, TSIL and IMP entered into the Amended Convertible
Debenture. The foregoing description of certain terms of the Amended Convertible
Debenture is not complete and is qualified in its entirety by reference to the
full text of the Amended Convertible Debenture.
In June, 2002, the maturity date for the Convertible Debentures was
extended to August 15, 2002.
Warrant Agreement
On November 30, 2001, IMP issued to TSIL, a warrant to purchase 319,800
shares of Common Stock at an exercise price of $1.10 per share. The foregoing
description of certain
13
terms of the Warrant Agreement is not complete and is qualified in its entirety
by reference to the full text of the Warrant Agreement.
Item 7. Material to be Filed as Exhibits
The following exhibits are added to Item 7:
Exhibit 6. Convertible Debenture due May 28, 2001 (Incorporated by
reference to Exhibit 99.1 to IMP's report on Form 8-K filed
with the Commission on December 6, 2000).
Exhibit 7. Convertible Debenture due June 18, 2001 (Incorporated by
reference to Exhibit 99.1 to IMP's report on Form 8-K filed
with the Commission on January 16, 2001).
Exhibit 8. Memorandum of Understanding Relating to Amendment of
Convertible Debentures and Support of Investment Transaction,
dated May 10, 2001 (Incorporated by reference to Exhibit 99.2
to IMP's report on Form 8-K filed with the Commission on May
15, 2001).
Exhibit 9. Amended and Restated Convertible Debenture due June 28,
2002 (Incorporated by reference to Exhibit 99.2 to IMP's
report on Form 8-K filed with the Commission on December 17,
2001).
Exhibit 10. Warrant issued to Teamasia Semiconductors (India) Ltd., dated
November 30, 2001 (Incorporated by reference to Exhibit 99.3
to IMP's report on Form 8-K filed with the Commission on
December 17, 2001).
Exhibit 11. Joint Filing Agreement, dated May 29, 2002, by and among
Semiconductors, Ltd., Teamasia Mauritius, Teamasia
Semiconductors (India) Ltd., The HSBC Private Equity Fund
2 Limited and The HSBC Private Equity India Fund Limited.
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 17, 2002 TEAMASIA MAURITIUS
By:/s/ C. Vivek
-------------------------
Name: C. Vivek
Title: Director
TEAMASIA SEMICONDUCTORS (INDIA) LTD.
By:/s/ C. Vivek
-------------------------
Name: C. Vivek
Title: Alternate Director
SEMICONDUCTORS LTD.
By:/s/ Srinivas Chidambaram
--------------------------
Name: Srinivas Chidambaram
Title: Attorney In Fact
THE HSBC PRIVATE EQUITY FUND 2 LIMITED
By:/s/ Srinivas Chidambaram
--------------------------
Name: Srinivas Chidambaram
Title: Attorney In Fact
THE HSBC PRIVATE EQUITY INDIA FUND LIMITED
By:/s/ Srinivas Chidambaram
--------------------------
Name: Srinivas Chidambaram
Title: Director, HSBC Private Equity
Management (Mauritius) Limited,
Investment Manager of The HSBC
Private Equity India Fund Limited
15
Schedule A
Directors and Officers of Teamasia Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Name, Citizenship and Current Business Address Present Principal Occupation or Employment; Position with
Reporting Person
--------------------------------------------------- ------------------------------------------------------------------
Subba Rao Pinamaneni; Chairman of IMP, Inc.;
United States; 2830 North First Street, Director
San Jose, California 95134
--------------------------------------------------- ------------------------------------------------------------------
K.Y. Mok; Director
Singapore; 70 Butterfly Avenue, Singapore
--------------------------------------------------- ------------------------------------------------------------------
Couldip Basanta Lala;
Mauritius; c/o International Financial Services
Ltd., 3rd Floor, Les Cascades Building, Edith Director
Cavell Street, Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Kapil Dev Joory;
Mauritius; c/o International Financial Services
Ltd., 3rd Floor, Les Cascades Building, Edith Director
Cavell Street, Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Vivek Challapalli; Director
India; IDA, Patancheru, Medak Dist. (A.P.)
--------------------------------------------------- ------------------------------------------------------------------
Directors and Officers of Teamasia Semiconductors (India) Ltd.
--------------------------------------------------- ------------------------------------------------------------------
Name, Citizenship and Current Business Address Present Principal Occupation or Employment; Position with
Reporting Person
--------------------------------------------------- ------------------------------------------------------------------
Subba Rao Pinamaneni; Chairman of IMP, Inc.;
United States; 2830 North First Street, Director
San Jose, California 95134
--------------------------------------------------- ------------------------------------------------------------------
Marcus P.S. Thompson;
United Kingdom; HSBC Private Equity (Asia) Ltd., Director
Level 17, 1 Queen's Road Central, Hong Kong
--------------------------------------------------- ------------------------------------------------------------------
Laetitia K. W. Yu;
Canada; HSBC Private Equity (Asia) Ltd., Level Director
17, 1 Queen's Road Central, Hong Kong
--------------------------------------------------- ------------------------------------------------------------------
Srinivas Chidambaram; Director
India; HSBC Private Equity (Asia) Ltd., Level 17,
1 Queen's Road Central, Hong Kong
--------------------------------------------------- ------------------------------------------------------------------
Directors and Officers of Semiconductors Ltd.
--------------------------------------------------- ------------------------------------------------------------------
Name, Citizenship and Current Business Address Present Principal Occupation or Employment; Position with
Reporting Person
--------------------------------------------------- ------------------------------------------------------------------
Robert Konfortion; Director
Mauritius; Bernardin de St. Pierre Avenue, Quatre
Bornes, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Chandra K. Gujadhur; Director
Mauritius; Morcellement, G.I.D.C., Floreal,
Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Directors and Officers of The HSBC Private Equity Fund 2 Limited
--------------------------------------------------- ------------------------------------------------------------------
Name, Citizenship and Current Business Address Present Principal Occupation or Employment; Position with
Reporting Person
--------------------------------------------------- ------------------------------------------------------------------
Thomas Clark; Director
United Kingdom;
HSBC Financial Services (Cayman) Limited,
4th Floor HSBC House,
P.O. Box 1109GT,
Grand Cayman, Cayman Islands
--------------------------------------------------- ------------------------------------------------------------------
Kareen Walter; Director
British Dependent Territories Citizen, Cayman
Islands;
HSBC Financial Services (Cayman) Limited,
4th Floor HSBC House,
P.O. Box 1109GT,
Grand Cayman, Cayman Islands
--------------------------------------------------- ------------------------------------------------------------------
Ava V. Marzouca;
British Dependent Territories Citizen, Cayman
Islands;
HSBC Financial Services (Cayman) Limited, Director
4th Floor HSBC House,
P.O. Box 1109GT,
Grand Cayman, Cayman Islands
--------------------------------------------------- ------------------------------------------------------------------
Linda Haddleton Director
Ireland;
HSBC Financial Services (Cayman) Limited,
4th Floor HSBC House,
P.O. Box 1109GT,
Grand Cayman, Cayman Islands
--------------------------------------------------- ------------------------------------------------------------------
Directors and Officers of HSBC Private Equity Management (Mauritius) Limited
--------------------------------------------------- ------------------------------------------------------------------
Name, Citizenship and Current Business Address Present Principal Occupation or Employment; Position with
Reporting Person
--------------------------------------------------- ------------------------------------------------------------------
Bharat Khosla Director
India;
10, Frere Felix de Valois Street,
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Bruno Lalanne Director
Mauritius;
10, Frere Felix de Valois Street,
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Chris M. Masterson
United Kingdom;
10, Frere Felix de Valois Street, Director
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Geoge A. Raffini
United States;
10, Frere Felix de Valois Street, Director
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Srinivas Chidambaram Director
India;
10, Frere Felix de Valois Street,
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Directors and Officers of The HSBC Private Equity India Fund Limited
--------------------------------------------------- ------------------------------------------------------------------
Name, Citizenship and Current Business Address Present Principal Occupation or Employment; Position with
Reporting Person
--------------------------------------------------- ------------------------------------------------------------------
Bharat Khosla Director
India;
10, Frere Felix de Valois Street,
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Bruno Lalanne Director
Mauritius;
10, Frere Felix de Valois Street,
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Chris M. Masterson;
United Kingdom;
10, Frere Felix de Valois Street, Director
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
Srinivas Chidambaram; Director
India;
10, Frere Felix de Valois Street,
Port Louis, Mauritius
--------------------------------------------------- ------------------------------------------------------------------
EXHIBIT INDEX
The following exhibits are added to Item 7:
Exhibit 6. Convertible Debenture due May 28, 2001 (Incorporated by
reference to Exhibit 99.1 to IMP's report on Form 8-K filed
with the Commission on December 6, 2000).
Exhibit 7. Convertible Debenture due June 18, 2001 (Incorporated by
reference to Exhibit 99.1 to IMP's report on Form 8-K filed
with the Commission on January 16, 2001).
Exhibit 8. Memorandum of Understanding Relating to Amendment of
Convertible Debentures and Support of Investment Transaction,
dated May 10, 2001 (Incorporated by reference to Exhibit 99.2
to IMP's report on Form 8-K filed with the Commission on May
15, 2001).
Exhibit 9. Amended and Restated Convertible Debenture due June 28,
2002 (Incorporated by reference to Exhibit 99.2 to IMP's
report on Form 8-K filed with the Commission on December 17,
2001).
Exhibit 10. Warrant issued to Teamasia Semiconductors (India) Ltd., dated
November 30, 2001 (Incorporated by reference to Exhibit 99.3
to IMP's report on Form 8-K filed with the Commission on
December 17, 2001).
Exhibit 11. Joint Filing Agreement, dated May 29, 2002, by and among
Semiconductors, Ltd., Teamasia Mauritius, Teamasia
Semiconductors (India) Ltd., The HSBC Private Equity Fund 2
Limited and The HSBC Private Equity India Fund Limited.