ITEM 2. PROPERTIES.
The Company's primary manufacturing activities and process technology research and development activities are located in a 59,000 square foot building in San Jose, California leased under an agreement expiring in fiscal 2000. The Company's general administrative activities and design services are located in a nearby 22,000 square foot building leased under an agreement expiring in fiscal 2000. The Company's design research and development activities are performed in a 8,800 square foot office located in Pleasanton, California. The Company believes that its existing facilities are adequate to meet its requirements for the foreseeable future.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS.
IMP v. Power Max
On or about July 14, 1995, the Company instituted a collection action in the California Superior Court, Santa Clara County (#CV751019) against a former customer, Power Max Enterprises, Inc. The Company later amended the complaint to add the shareholders, directors and officers of Power Max (and a related Company) personally liable for the debts of Power Max. Power Max filed a cross-complaint against the Company, alleging that the Company interfered with a contractual relationship between Power Max and Ma Laboratories, Inc. The Company has in turn filed a cross-complaint for indemnity against Ma Labs. The Company believes that Power Max's cross-complaint is without merit and intends to defend it vigorously.
IMP v. ID Technologies
On or about January 5, 1996, the Company instituted a collection action in the California Superior Court, Santa Clara County (#CV755019) against a former customer, ID Technologies. ID Technologies filed an answer generally denying the allegations and filed a cross-complaint against the Company for allegedly breaching a contract. The Company believes that ID Technologies' cross-complaint is without merit and intends to defend it vigorously.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended March 26, 1995.
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company and their respective ages and positions are as follows:
Mr. Carrington joined the Company in May 1982 as Vice President, Operations. In October 1982, he was named President and Chief Operating Officer. He has been a director since October 1982. In August 1986, he was appointed Chief Executive Officer. In May 1996, Mr. Carrington resigned as President and Chief Executive Officer and was appointed as Chairman of the Board. Prior to joining IMP, Mr. Carrington was employed by the Semiconductor Division of Gould/AMI for 10 years, where the last position he held was Senior Vice President and Manufacturing Group Manager.
Mr. Laws joined the Company in February 1995 as its Senior Vice President, Marketing and Business Development. In May 1996, he was appointed President and Chief Executive Officer and as a director of the Company. Mr. Laws was President and Chief Executive Officer of QuickLogic Corporation, a company engaged in the development of field programmable gate arrays, from September 1990 to January 1994. From January 1986 to September 1990, Mr. Laws was Vice President of Marketing for Altera Corporation, a supplier of programmable logic devices. Prior to Altera, he served in various positions at Advanced Micro Devices from May 1975 to January 1986, including as Managing Director of the PLD business unit and Vice President of Business Development.
Mr. Isherwood joined the Company in August 1986 as Senior Vice President, Chief Financial Officer and Secretary and in January 1988 was named Executive Vice President. In April, 1991, Mr. Isherwood was named Senior Vice President - Corporate Services. Prior to joining IMP, he was employed by Gould/AMI for 18 years, the first ten of which were as Senior Vice President of Manufacturing and the last eight of which were as Senior Vice President of Corporate Services.
Mr. Crossley joined the Company in February 1988 as Manager, Human Resources. In June 1990 he was named Director, Human Resources and in November 1991 he was named Vice President - Administration. Prior to joining IMP, Mr. Crossley was employed by Advanced Micro Devices for 13 years, most recently as Director, Human Resources.
Officers are elected by and serve at the discretion of the Board of Directors.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Incorporated by reference from page 19 of the Annual Report to Stockholders for the fiscal year ended March 31, 1996 filed as Exhibit 13.1 to this Annual Report on Form 10-K, except that the information regarding the the appoximate number of holders of the Company's Common Stock should read 613 shareholders of record as of March 31, 1996.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference from page 18 of the Annual Report to Stockholders for the fiscal year ended March 31, 1996 filed as Exhibit 13.1 to this Annual Report on Form 10-K.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Incorporated by reference from pages 16 to 18 of the Annual Report to Stockholders for the fiscal year ended March 31, 1996 filed as Exhibit 13.1 to this Annual Report on Form 10-K.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Consolidated financial statements of the Company at March 31, 1996 and for each of the three years in the period ended March 31, 1996 and the independent auditor's report thereon and the Company's unaudited quarterly financial data for the two-year period ended March 31, 1996 are incorporated by reference from pages 5 to 14 of the Annual Report to Stockholders for the fiscal year ended March 31, 1996 filed as Exhibit 13.1 to this Annual Report on Form 10-K.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
(1) Identification of Directors:
The information concerning the Company's directors and nominees is incorporated by reference from the section entitled "Proposal No. 1 - --Election of Directors" in the Proxy Statement for the 1996 Annual Meeting of Stockholders to be held on August 21, 1996, a copy of which will be filed with the Securities and Exchange Commission no later than 120 days from the end of the Company's last fiscal year.
(2) Identification of Executive Officers:
See Part I, "Executive Officers of the Registrant."
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the section entitled "Executive Compensation" in the Proxy Statement for the 1996 Annual Meeting of Stockholders to be held on August 21, 1996, a copy of which will be filed with the Securities and Exchange Commission.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the sections entitled "Share Ownership" in the Proxy Statement for the 1996 Annual Meeting of Stockholders to be held on August 21, 1996, a copy of which will be filed with the Securities and Exchange Commission.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the section entitled "Certain Relationships and Related Transactions" in the Proxy Statement for the 1996 Annual Meeting of Stockholders to be held on August 21, 1996, a copy of which will be filed with the Securities and Exchange Commission.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Index to Financial Statements. The following financial statements and supplemental data are included in Item 8 of this Annual Report on Form 10-K by incorporation by reference from the Annual Report to Stockholders for the fiscal year ended March 31, 1996 filed as Exhibit 13.1 hereto:
2. Index to Financial Statement Schedules. The following financial statement schedules for each of the three years in the period ended March 31, 1996, are filed as part of this Annual Report on Form 10-K:
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
3. (a) Exhibits - see Exhibit List below.
(b) Form 8-K. The Company filed no reports on Form 8-K during the fourth quarter of the fiscal year 1996.
EXHIBIT LIST
Exhibit Number Description - ------ -----------
3.1(5) Restated Certificate of Incorporation.
3.2(1) Bylaws.
3.3(9) Certificate of Amendment to Restated Certificate of Incorporation.
10.21(1) Real Property Lease Agreement dated as of August 26, 1981 between the Company and Orchard Investment Company No. 701.
10.22(1) Real Property Lease Agreement dated as of July 6, 1983 between the Company and Orchard Investment Company No. 701.
10.23(1) Real Property Lease Agreement dated as of August 1, 1984 between the Company and Orchard Investment Company No. 701.
10.28(1) Employment Agreement dated as of March 4, 1987, between the Company and Barry Carrington.
10.29(1) Form of Indemnification Agreement executed by the Company and its officers and directors.
10.39(2) Letter Agreement dated January 21, 1988 between the Company and Barry Carrington.
10.40(2) Letter Agreement dated October 19, 1987 between the Company and George Rassam.
10.47(6) Technology Agreement between the Company and IMP Europe Limited.
10.48(6) Supply Agreement between the Company and IMP Europe Limited.
10.49(6) Agreement for the sale and purchase of all the A Ordinary Shares in IMP Europe Limited dated as of July 3, 1990, between the Company and Dialogue Semiconductor Limited.
Exhibit Number Description - ------ -----------
10.50(7)* License Agreement dated as of September 12, 1991, between the Company and Asahi Chemical Industry Co., Ltd.
10.51(7)* Distributorship Agreement dated as of December 1, 1991 by and between the Company and Asahi Chemical Industry Co., Ltd.
10.52 Business Loan Agreement dated as of August 19, 1991 by and between the Company and Silicon Valley Bank, including Promissory Notes, dated August 19, 1991, Commercial Pledge Agreement, dated August 19, 1991, Commercial Security Agreement, dated August 19, 1991, Agreement to Provide Insurance, dated August 19, 1991, Non-Interference Agreement, dated December 20, 1991, Change in Terms Agreement, dated March 16, 1992, Change in Terms Agreement, dated July 15, 1992, Change in Terms Agreement dated August 15, 1992, Modification to Loan Agreement dated February 19, 1993, Change in Terms Agreement dated February 19, 1993 and Disbursement Request and Authorization dated February 19, 1993. Loan Modification Agreement dated September 19, 1994.
10.53(7)* Heads of Agreement dated as of March 27, 1992, between the Company and South African Micro-Electronic Systems Pty Limited
10.54(9) First Amendment dated March 11, 1994 to Real Property Lease Agreement dated August 26, 1981 between the Company and Orchard Investments Company No. 701.
10.55(9) First Amendment dated December 21, 1987, Second Amendment dated March 15, 1989, Third Amendment dated November 25,1991, Fourth Amendment dated December 13, 1993 and Fifth Amendment dated March 11, 1994 to the Real Estate Lease Agreement dated July 6, 1983 between the Company and Orchard Investment Company No. 701.
10.56(10) Loan Modification Agreement dated September 19, 1995 by and between the Company and Silicon Valley Bank.
10.57(10) Letter Agreement dated February 13, 1995 between the Company and David Laws.
10.58(10) Real Property Sublease Agreement dated November 9, 1992 by and between the Company and AT&T Resource Management Corporation, and Master Lease dated September 23, 1986 by and between AT&T Resource Management Corporation and American Telephone and Telegraph Company.
13.1 Annual Report to Stockholders.
23.1 Consent of Price Waterhouse, Independent Accountants
28.1 1996 Employee Stock Purchase Plan and forms of agreements thereto.
28.2 Stock Option Plan and forms of agreements thereto.
* "*" on such exhibits indicates that portions have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission.
(1) Incorporated by reference from an identically numbered exhibit filed with the Company's Registration Statement on Form S-1 (File No. 33-13600) declared effective by the Securities and Exchange Commission on June 10, 1987.
(2) Incorporated by reference from an identically numbered exhibit filed with the Company's Annual Report on Form 10-K for the year ended March 27, 1988 filed with the Securities and Exchange Commission on June 25, 1988.
(3) Incorporated by reference to an identically numbered exhibit filed with the Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (File No. 33-16624), as filed with the Securities and Exchange Commission on November 13, 1987.
(4) Incorporated by reference to an identically numbered exhibit filed with the Company's Registration Statement on Form S-8 (File No. 33-24635) as filed with the Securities and Exchange Commission on September 15, 1988.
(5) Incorporated by reference from an identically numbered exhibit filed with the Company's Annual Report on Form 10-K for the year ended March 26, 1989 filed with the Securities and Exchange Commission on June 26, 1989.
(6) Incorporated by reference from an identically numbered exhibit filed with the Company's Annual Report on Form 10-K for the year ended March 31, 1991 filed with the Securities and Exchange Commission on July 1, 1991.
(7) Incorporated by reference from an identically numbered exhibit filed with the Company's Annual Report on Form 10-K for the year ended March 29, 1992 filed with the Securities and Exchange Commission on June 29, 1992, as amended by Amendment to Application or Report on Form 8 filed with the Securities and Exchange Commission on September 16, 1992.
(8) Portions incorporated by reference from an identically numbered exhibit filed with the Company's Annual Report on Form 10-K for the year ended March 28, 1993 filed with the Securities and Exchange Commission on June 28, 1993.
(9) Portions incorporated by reference from an identically numbered exhibit filed with the Company's Amendment to the Annual Report on Form 10-K for the year ended March 27, 1994 filed with the Securities and Exchange Commission on July 6, 1994.
(10) Portions incorporated by reference from an identically numbered exhibit filed with the Company's Annual Report on Form 10-K for the year ended March 26, 1995 filed with the Securities and Exchange Commission on June 26, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in San Jose, California on this 26th day of June, 1996.
IMP, INC.
By: /s/ Charles S. Isherwood ------------------------------------------ Charles S. Isherwood Senior Vice President--Corporate Services, Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ----
/s/ David A. Laws President, Chief June 26, 1996 - --------------------------- Executive Officer David A. Laws and Director
Chairman of the Board June , 1996 - --------------------------- Barry M. Carrington
/s/ Charles S. Isherwood Senior Vice June 26, 1996 - ---------------------------- President--Corporate Charles S. Isherwood Services, Chief Financial Officer and Secretary
/s/ George Rassam Controller June 26, 1996 - ---------------------------- (Principal Accounting George Rassam Officer)
/s/Zvi Grinfas Director June 26, 1996 - ---------------------------- Zvi Grinfas
/s/ Peter D. Olson Director June 27, 1996 - ---------------------------- Peter D. Olson
/s/ Bernard V. Vonderschmitt Director June 27, 1996 - ---------------------------- Bernard V. Vonderschmitt
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of IMP, Inc.
Our audits of the financial statements referred to in our report dated April 30, 1996 appearing on Page 15 of the 1996 Annual Report to the Stockholders of IMP, Inc. (which report and financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a) of this 10-K. In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements.
/s/Price Waterhouse - ------------------- Price Waterhouse LLP San Jose, California June 27, 1996
II-1 SCHEDULE VIII
IMP, Inc. Valuation and Qualifying Accounts (In thousands)
*Includes amounts charged directly to revenues.
II-2