UNITED STATES 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 22, 2003 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 5. OTHER EVENTS On August 28, 2003, IMP, Inc. (NasdaqSC: IMPXE) announced that on August 22, 2003 it received notice from the Nasdaq indicating that IMP, Inc. has failed to comply with Nasdaq's independent director and audit committee rules set forth in Nasdaq Marketplace Rules 4350(c) and 4350(d)(2). These Rules require IMP, Inc. to have at least three independent directors on its board and to have an audit committee consisting solely of independent directors and with at least three members. At this time, IMP, Inc. has no independent directors on its board. Because of its failure to comply with these Rules, IMP, Inc.'s securities are subject to delisting from the Nasdaq SmallCap Market. Additional information is set forth in the press release, a copy of which is filed as Exhibit 99.1 hereto and which information is incorporated herein by reference. IMP, Inc. is currently in the process of appealing a decision by Nasdaq to delist its stock from the Nasdaq SmallCap Market. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) EXHIBITS: The following Exhibit is attached hereto and incorporated herein by reference: Exhibit Number Description of Exhibit -------------------------------------------------------------------------------- 99.1 Press Release dated August 29, 2003. 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: August 29, 2003 IMP, INC. By /s/ Subbarao Pinamaneni ----------------------- Subbarao Pinamaneni, CEO ------------------------