<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the quarterly period ended  June 28, 1998 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from  _________to _________

          Commission file number     0-15858
          IMP, Inc.
          (Exact name of registrant as specified in its charter)

              Delaware                       94-2722142
              --------                       ----------
          (State or other jurisdiction      (IRS Employer
          of incorporation or               Identification No.)
          organization)

          2830 North First Street, San Jose, CA        95134
          -------------------------------------        -----
          (Address of principal                        (Zip Code)
          executive offices)

          Registrant's telephone number, including area code (408) 432-9100

          -------------------------------------
          (Former name, former address and former fiscal
          year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes  [X]            No [ ]



<PAGE>   2

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                            Outstanding at
Common Stock, $0.001 par value              June 28, 1998
                                            -------------
<S>                                         <C>       
                                              28,284,098
</TABLE>



<PAGE>   3

                                    IMP, Inc.
                                    FORM 10-Q
                                  FIRST QUARTER

                                      INDEX

<TABLE>
<CAPTION>
                                                         Page
                                                         ----
<S>                                                      <C>
Part I:  Financial Information (unaudited)

         Condensed Balance Sheet at                        4
           June 28, 1998 and March 29, 1998

         Condensed Statement of                            5
           Operations for the three months ended
           June 28, 1998 and June 29, 1997

         Condensed Statement of Cash                       6
           Flows for the three months ended
           June 28, 1998 and June 29, 1997

         Notes to condensed financial                      8
           statements

         Management's discussion and analysis of          10
           financial condition and results of
           operations


Part II:  Other Information

         Item 1, Legal Proceedings                        13

         Signatures                                       14
</TABLE>



<PAGE>   4

                                    IMP, Inc.
                             CONDENSED BALANCE SHEET
                                 (In thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                      June 28, 1998    March 29, 1998
                                                      -------------    --------------
<S>                                                   <C>              <C>     
ASSETS

Current assets:
  Cash and cash equivalents                             $  7,703           $ 11,819
  Accounts receivable - net                                4,353              5,357
  Inventories                                              3,271              3,064
  Deposits and other current assets                        1,000                950
                                                        --------           --------
      Total current assets                                16,327             21,190
Leasehold improvements and equipment                      89,677             88,931
  Accumulated depreciation                               (79,873)           (78,547)
                                                        --------           --------
  Net leasehold improvements and equipment                 9,804             10,384
Other long term assets                                       387                375
                                                        --------           --------
                                                        $ 26,518           $ 31,949
                                                        ========           ========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of notes payable                      $  3,236           $  3,348
  Trade accounts payable                                   5,445              6,018
  Accrued payroll and related expenses                     1,668              1,954
  Other accrued liabilities                                  357                276
  Current portion of capital lease obligations             3,296              3,582
                                                        --------           --------
      Total current liabilities                           14,002             15,178
Long-term portion of notes payable
    and capital lease obligations                          5,210              6,173
Stockholders' equity:
  Common stock                                                30                 30
  Additional paid-in capital                              70,413             70,370
  Accumulated deficit                                    (59,240)           (55,905)
  Treasury stock at cost                                  (3,897)            (3,897)
                                                        --------           --------
      Total stockholders' equity                           7,306             10,598
                                                        --------           --------
                                                        $ 26,518           $ 31,949
                                                        ========           ========
</TABLE>



See notes to unaudited condensed financial statements



<PAGE>   5

                                    IMP, Inc.
                        CONDENSED STATEMENT OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (unaudited)



<TABLE>
<CAPTION>
                                                     Three Months Ended
                                               --------------------------------
                                               June 28, 1998      June 29, 1997
                                               -------------      -------------
<S>                                            <C>                <C>          
Net revenues                                   $       6,588      $      11,006
Cost of revenues                                       5,997              7,841
                                               -------------      -------------
      Gross profit                                       591              3,165
Operating expenses:
  Research and development                             2,318              2,058
  Selling, general and administrative                  1,388              1,792
                                               -------------      -------------

Operating income (loss)                               (3,115)              (685)
Interest:
  Expense                                               (325)              (438)
  Income                                                 105                126
                                               -------------      -------------
      Net interest                                      (220)              (312)
Income (loss) before provision for
  income taxes                                        (3,335)              (997)
Provision for income taxes                                --                 --
                                               -------------      -------------
Net income (loss)                              $      (3,335)     $        (997)
                                               =============      =============

Basic and diluted net income (loss)
  per share                                    $        (.12)     $        (.04)
                                               =============      =============

Shares used in computing basic and
  diluted net income (loss) per share                 28,284             28,209
                                               =============      =============
</TABLE>


See notes to unaudited condensed financial statements.



<PAGE>   6

                                    IMP, Inc.
                        CONDENSED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                       --------------------------------
                                                       June 28, 1998      June 29, 1997
                                                       -------------      -------------
<S>                                                    <C>                <C>           
Cash flows from operating activities:
  Net income (loss)                                    $      (3,335)     $        (997)
  Adjustments to reconcile net income (loss)
    to net cash provided by
    operating activities:
    Depreciation and amortization                              1,326              1,545
    Increase (decrease) from changes in:
         Accounts receivable                                   1,004              1,668
         Inventories                                            (207)               709
         Deposits and other assets                               (62)              (948)
         Trade accounts payable                                 (573)              (162)
         Accrued payroll and related expenses                   (286)                (6)
         Other accrued liabilities                                81               (245)
                                                       -------------      -------------
  Net cash (used for) provided by
    operating activities                                      (2,052)             1,564
                                                       -------------      -------------

Cash flows from investing activities:
  Net cash used for investing activities
     for purchase of capital equipment                          (646)               (18)
                                                       -------------      -------------
Cash flows from financing activities:
  Payments of principal under capital
  lease obligations, net                                      (1,007)              (977)
  Payments on notes payable                                     (454)              (425)
  Proceeds from issuance of common stock                          43                 52
                                                       -------------      -------------
  Net cash (used for) provided by
     financing activities                                     (1,418)             (1350)
</TABLE>



<PAGE>   7

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                       --------------------------------
                                                       June 28, 1998      June 29, 1997
                                                       -------------      -------------
<S>                                                    <C>                <C>           

Net increase (decrease) in cash and cash
 equivalents                                                  (4,116)               196
Cash and cash equivalents at beginning of
  the period                                                  11,819             13,306
                                                       -------------      -------------
Cash and cash equivalents at end of the
  period                                               $       7,703      $      13,502
                                                       =============      =============
Supplemental cash flow disclosures:
  Interest paid                                        $         220      $         312
Supplemental non cash disclosures:
  Equipment under capital lease                        $         100                 --
</TABLE>

See notes to unaudited condensed financial statements.



<PAGE>   8

                                    IMP, Inc.
                          NOTES TO CONDENSED FINANCIAL
                                   STATEMENTS
                                   (unaudited)

1.   Basis of presentation

     The accompanying unaudited interim condensed financial statements have been
     prepared in conformity with generally accepted accounting principles,
     consistent with those applied in, and should be read in conjunction with,
     the audited financial statements for the year ended March 29, 1998 included
     in the Company's Annual Report on Form 10-K filed with the Securities and
     Exchange Commission. The interim financial information is unaudited, but
     reflects all adjustments consisting only of normal recurring adjustments
     which are, in the opinion of management, necessary to a fair statement of
     results for the interim periods presented. For financial reporting
     purposes, the Company reports on a 13 or 14 week quarter and a 52 or 53
     week year ending on the Sunday closest to March 31.

2.   Inventories

     Inventories consist of:

<TABLE>
<CAPTION>
                                                   June 28, 1998             March 29, 1998
                                                   -------------             --------------
<S>                                                <C>                       <C>    
           Raw materials                              $   986                    $ 1,111
           Work-in-process                              1,733                      1,650
           Finished goods                                 552                        303
                                                       ------                     ------
                                                      $ 3,271                    $ 3,064
                                                        =====                      =====
</TABLE>

3.   Notes Payable

     Line of credit - At June 28, 1998, the Company had a line of credit
     agreement with a bank which provides for borrowings up to the lessor of
     $5,000,000 or 80% of eligible account receivable. No amounts were
     outstanding under this line of credit. The agreement expires on October 31,
     1998.

     Bank equipment term loan - The Company had a financing agreement in place
     with a bank under which the Company may borrow up to $3,000,000 to finance
     100% of the cost of collateralized equipment. Under the agreement the
     Company is restricted from paying dividends and is required to maintain
     certain financial ratios among other covenants. At June 28, 1998 the
     Company was not in compliance with certain financial covenants, for which



<PAGE>   9

     it expects to obtain a waiver from the bank. The balance outstanding under
     this line on June 28, 1998 was approximately $1,900,000.

     Equipment notes payable - The Company had a $5,000,000 facility with assets
     based lender, which is fully utilized. This note does not contain any
     restrictive financial covenants. The balance outstanding under this line at
     June 28, 1998 was approximately $2,643,000.

4.   Earnings per share

     The Company adopted Statement of Accounting Standard No. 128 ("FAS 128"),
     Earnings per Share ("EPS"), which was issued in February 1997. FAS 128
     requires presentation of both basic and diluted EPS on the income
     statement. For all periods presented, basic EPS is computed by dividing net
     income available to common stockholders by the weighted average number or
     common shares outstanding during the period. Diluted EPS is computed using
     the weighted average number of common and potential common stock equivalent
     shares outstanding during the period, except when antidilutive. In
     computing dilutive EPS, the average stock price for the period is used in
     determining the number of shares assumed to be purchased from the exercise
     of stock options. All prior period EPS data has been restated to comply
     with the requirements of FAS 128. A reconciliation of the numerators and
     the denominators of the basic and diluted per share computation as follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                  ---------------------------
                                                   June 28           June 29
                                                    1998               1997
                                                  --------           --------
<S>                                               <C>                <C>      
     Basic EPS:
     Net income (loss)                            $ (3,335)          $   (997)

     Weighted average shares outstanding            28,284             28,209

     Basic (loss) per share                       $  (0.12)          $  (0.04)
                                                  ========           ========

     Effects of dilutive securities:
     Stock options                                      --                 --
                                                  --------           --------

     Diluted EPS:
     Shares outstanding                             28,284             28,209

     Diluted (loss) per share                     $  (0.12)          $  (0.04)
                                                  ========           ========
</TABLE>


     Options to purchase 2,210,671 and 1,141,631 shares of common stock were
     outstanding at June 28, 1998 and June 29, 1997, respectively, but were not
     included in the computation of diluted EPS as the Company was in a loss
     situation and to do so would have been antidilutive.



<PAGE>   10

5.   Recently Issued Accounting Standard

     In June 1998, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" ("SFAS 133"). FAS 133 establishes a new
     model for accounting for derivatives and hedging activities and supercedes
     and amends a number of existing accounting standards. SFAS 133 requires
     that all derivatives be recognized in the balance sheet at their fair
     market value, and the corresponding derivative gains or losses be either
     reported in the statement of operations or as a deferred item depending on
     the type of hedge relationship that exists with respect to such derivative.
     Adopting the provisions of SFAS 133 are not expected to have a material
     effect on the Company's consolidated financial statements, which will be
     effective for the Company's fiscal 2001.



<PAGE>   11

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operation

Except for the historical information contained herein, the matters discussed in
this document are forward-looking statements that involve certain risks and
uncertainties, including the risks and uncertainties set forth below under
"Factors Affecting Future results."

Results of Operations - First Quarter of Fiscal 1999 Compared to First Quarter
of Fiscal 1998

Net revenues for the first quarter of fiscal 1999 were $6.6 million compared to
$11.0 million for the same period of the prior year. In addition, revenues are
down from the prior quarter revenue of $9.0 million, as a result of a slow down
in the semiconductor industry.

Cost of revenues in the first fiscal quarter of 1999 were 91% of revenues
compared to 71% for the same quarter in the prior year. Cost of revenues in the
first quarter of fiscal 1999 are higher as a result of less than optimum
utilization of the Company's foundry.

Research and development expenses were $2,318,000 in the first quarter of fiscal
1999 compared to $2,058,000 in the corresponding quarter of the prior year. Due
to the investment in the Company's standard products, the Company believes that
research and development expense will remain higher than fiscal 1998 levels.

Selling, general and administrative expenses were $1,388,000 in the first
quarter of fiscal 1999 down from $1,792,000 in the same quarter of the prior
year. The decrease was primarily due to lower commission expenses associated
with lower sales.

Net interest expense was $220,000 for the first quarter of fiscal 1999, compared
to $312,000 for fiscal 1998. The decrease is attributed to decreased borrowings.

Net loss for the first quarter of fiscal 1998 was $3,335,000 compared to net
loss of $997,000 for the same period of the prior year. This resulted in a loss
per share of $.12 for the first quarter of fiscal 1999 compared to $.04 loss per
share in the same period of the prior year.

Management believes that sources of liquidity, anticipated cash flow from
operations and borrowings under credit facilities will be adequate to satisfy
its anticipated working capital and capital equipment requirements through
fiscal 1999.



<PAGE>   12

Liquidity and Capital Resources

At June 28, 1998, the Company had cash and cash equivalents of approximately
$7,700,000. While the Company's cash situation is currently stable, business
conditions remain uncertain and although the Company has taken measures to
conserve cash, it is unable to predict when it will return to profitability.

Factors Affecting Future Results

The Company's business, financial condition and future results of operations
have been, and may in the future, be affected by a variety of factors, including
those described below: Dependence on Foundry Business. In the near term the
company's success depends on its ability to attract additional business from new
and existing customers for its analog and high-voltage wafer fabrication
services. Due to the reduction in demand for such services as a result of the
current worldwide decline in the semiconductor business, the market for such
services is extremely competitive. As long as this situation continues the
slowdown in foundry business has and will continue to result in less than
optimum utilization of the Company's manufacturing facilities. During periods of
low demand, high fixed wafer fabrication costs have historically had a material
adverse effect on the Company's results of operations. For example, during the
last three-quarters of fiscal 1997 and all of fiscal 1998 the Company's
operating results were adversely impacted due to low utilization oft the
Company's manufacturing facility. 

Dependence on New Analog Products. In the long term the company's success
depends on its ability to develop new analog integrated circuit products for
existing and new applications, to introduce such products in a timely manner,
and to gain customer acceptance for its products. The development of new analog
integrated circuits is highly complex and from time to time the Company has
experienced delays in developing and introducing new products. Successful
product development and introduction depends on a number of factors including
proper new product definition, timely completion of design and testing of new
products, achievement of acceptable manufacturing yields and market acceptance
of the Company's and its customers' products. Moreover, successful product
design and development is dependent on the Company's ability to attract, retain
and motivate qualified analog design engineers, of which there is a limited
number. There can be no assurance that the Company will be able to meet these
challenges or adjust to changing market conditions as quickly and
cost-effectively as necessary to compete successfully. Due to the complexity and
variety of analog circuits, the limited number of analog circuit designers and
the limited effectiveness of computer-aided design systems in the design of
analog circuits, there can be no assurance that the Company will be able to
continue to successfully develop and introduce new products on a timely basis.
The Company seeks to design alternate source products



<PAGE>   13

that have already achieved market acceptance from other vendors, as well as new
proprietary IMP products. However, there can be no assurance that any products
introduced by the Company will be accepted by customers or that any product
initially accepted by the Company's customers will result in production orders.
The Company's failure to continue to develop, introduce and sell new products
successfully could materially and adversely affect its long-term business and
operating results. 

Competition. Currently, the Company's principal competitors in the silicon
foundry market include American Microsystems Inc., a division of Japan Energy
Corporation, Austrian Micro Systems, GMT Microelectronics Corporation, Orbit
Semiconductor, a division of the DII Group, Tower Semiconductor, as well as
internal manufacturing facilities within its customers. To a lesser the Company
also competes with large Asian foundries, such as Chartered Semiconductor of
Singapore and TSMC of Taiwan. The Company's principal competitors for existing
and new Analog Products include Dallas Semiconductor, Linear Technology
Corporation, Linfinity Microelectronics, Maxim Integrated Products, Inc.,
Micrel, Semtech, Sipex, Supertex, Texas Instruments, Unitrode Corporation and
certain European and Asian manufacturers. Many of the Company's competitors have
substantially greater technical, manufacturing, financial and marketing
resources than the Company. The Company's international sales are primarily
denominated in U.S. currency. Consequently, changes in exchange rates that
strengthen the U.S. dollar could increase the price in local currencies of the
Company's products in foreign markets and make the Company's products relatively
more expensive than competitor's products that are denominated in local
currency. 

Due to the current excess of supply over demand for semiconductors of all types,
including both foundry services and analog integrated circuits, the Company
expects continued strong competition from existing suppliers and the entry of
new competitors. Such competitive pressures could reduce the market acceptance
of the Company's products and result in market price reductions and increases in
expenses that could adversely affect the Company's business, financial condition
or results of operations. 

Patents and Licenses. Although the Company is not currently a party to any
material litigation relating to patents and other intellectual property rights,
because of technological developments in the semiconductor industry, it is
possible that certain of the Company's designs or processes may involve
infringement of existing patents. There can also be no assurance that any patent
owned by the Company will not be invalidated, circumvented or challenged, that
the rights granted thereunder will provide competitive advantages to the Company
or that any of the Company's pending or future patent applications will be
issued with the scope of the claims sought by the Company, if at all. In
addition, effective copyright and trade secret protection may be unavailable or
limited in certain foreign countries. The Company has from time to time
received, and may in the future receive, communications from third parties
asserting patents, mask work rights, or copyrights on certain of the Company's
products and technologies. Although the Company is not currently a



<PAGE>   14

party to any material litigation, in the event a third party were to make a
valid intellectual property claim and a license was not available on
commercially reasonable terms, the Company's operating results could be
materially and adversely affected. Litigation, which could result in substantial
cost to the Company and diversion of its resources, may also be necessary to
enforce patents or other intellectual property rights of the Company or to
defend the Company against claimed infringement of the rights of others.

Manufacturing. The fabrication of integrated circuits is a highly complex and
precise process. Minute impurities, contaminants in the manufacturing
environment, difficulties in the fabrication process, defects in the masks used
to print circuits on a wafer, manufacturing equipment failure, wafer breakage or
other factors can cause a substantial percentage of wafers to be rejected or
numerous die on each wafer to be nonfunctional. The majority of the Company's
costs of manufacturing are relatively fixed, and, consequently, the number of
shippable die per wafer for a given product is critical to the Company's results
of operations. To the extent the Company does not achieve acceptable
manufacturing yields or experiences product shipment delays, its financial
condition or results of operations would be materially and adversely affected.
The Company has from time to time in the past experienced lower than expected
production yields, which have delayed product shipments and adversely affected
gross margins. Moreover, there can be no assurance that the Company in general
will be able to maintain acceptable manufacturing yields in the future. 

The Company manufactures all of its wafers at the one fabrication facility in
San Jose. Given the unique nature of the Company's processes, it would be
difficult to arrange for independent manufacturing facilities to supply such
wafers in a short period of time. Any prolonged inability to utilize the
Company's manufacturing facility as a result of fire, natural disaster or
otherwise, would have a material adverse effect on the Company's financial
condition or results of operations. Although it believes that it has adequate
capacity to support its near term plans, the Company has in the past
subcontracted the fabrication of a portion of its wafer production to outside
foundries, and may need to do so again. At the present time, there are several
wafer foundries that are capable of supplying the certain of Company's needs.
However, there can be no assurance that the Company will always be able to find
the necessary foundry capacity. 

Due to the relatively long manufacturing cycle for integrated circuits, the
company builds some of its inventory in advance of receiving orders from its
customers. As a consequence of inaccuracies inherent in forecasting demand for
such products, inventory imbalances periodically occur that result in surplus
amounts of some Company products and shortages of others. Such shortages can
adversely affect customer relationships; surpluses can result in larger than
desired inventory levels. 

The Company's backlog consists of distributor and OEM customer orders required
to be shipped within six months following the order date. Customers may
generally cancel or reschedule orders to purchase products without significant
penalty to the customer. As a result, to reflect changes in their needs,
customers frequently revise



<PAGE>   15

the quantities of the Company's products to be delivered and their delivery
schedules. Since backlog can be canceled or rescheduled without significant
penalty, the Company does not believe its backlog is a meaningful indicator of
future revenue. In addition, the Company's backlog includes its orders from
domestic distributors as to which revenues are not recognized until the products
are sold by the distributors. 

Such products when sold may result in revenue lower than the stated backlog
amounts as a result of discounts that are authorized by the Company at the time
of sale by the distributors. Furthermore, the Company is dependent on a number
of subcontractors for certain of its manufacturing processes, such as epitaxial
deposition services. The failure of any of these subcontractors to perform these
processes on a timely basis could result in manufacturing delays, which could
materially adversely affect the Company's results of operations. 

Currently, the Company purchases certain materials, including silicon wafers, on
a purchase order basis from a limited number of vendors. Any disruption or
termination of supply from any of these suppliers could have a material adverse
effect on the Company's financial condition and results of operations. The
packaging of the Company's products is performed by a limited group of third
party subcontractors in the United States, as well as Indonesia and other Asian
countries. Certain of the raw materials included in such products are obtained
from sole source suppliers. Although the Company seeks to reduce its dependence
on its sole and limited source suppliers, disruption or termination of any of
these sources could occur and such disruptions could have a material adverse
effect on the Company's financial condition or results of operations. As is
common in the industry, independent third party subcontractors in Asia currently
assemble all of the Company's products. In the event that any of the Company's
subcontractors were to experience financial, operational, production or quality
assurance difficulties resulting in a reduction or interruption in supply to the
Company, the Company's operating results would be adversely affected until
alternate subcontractors, if any, became available. 

Environmental and Safety Regulation. Federal, state, and local regulations
impose a variety of safety and environmental controls on the storage, handling,
discharge and disposal of certain chemicals and gases used in semiconductor
manufacturing. The Company's facilities have been designed to comply with these
regulations, and it believes that its activities are conducted in material
compliance with such regulations. There can be no assurance, however, that
interpretation and enforcement of current or future environmental regulations
will not impose costly requirements upon the Company. Any failure of the Company
to control adequately the storage, use and disposal of regulated substances
could result in future liabilities. 

Increasing public attention has been focused on the safety and environmental
impacts of electronic manufacturing operations. While the Company to date has
not experienced any materially adverse effects on its business from such
regulations, there can be no assurance that changes or new interpretations of
such regulations will not impose costly equipment, facility or other
requirements. 



<PAGE>   16

Year 2000 Issues. There is a risk to the company for problems arising from the
fact that most computer systems and programs were designed to handle dates with
the capacity to store only the last two digits to represent the year. When the
year 2000 begins, these systems could stop working or interpret the date
incorrectly as 1900. The integrated circuits that the company designs are not
believed to have any Year 2000 embedded issues, however the hardware and
software used in their design, production, sales and support are impacted by the
Year 2000. To understand and take appropriate measures to mitigate these issues
the Company has performed its own internal evaluation and has also contacted its
vendors of such hardware and software. We have assurances from some of them that
they will have solutions this year, and from others that they will have
solutions available next year. This matter is not within the direct control of
the company, however as many of these vendors depend on continued sales of such
services to our industry, we rely on their representations on this matter.



<PAGE>   17

                                    IMP, Inc.

PART II     OTHER INFORMATION

Item 1.  Legal Proceedings.

Several purported securities class action and derivative lawsuits have been
filed against the Company and certain of its present and former officers and
directors based on events which allegedly occurred in the time period of April
24, 1996 through July 22, 1996. The lawsuits are as follows: two stockholder
class actions are pending: Lee, et al, v. IMP, Inc., et. al., No. CV760793
(Superior Court, Santa Clara County, September 17, 1996) is a purported
securities class action consolidating several complaints filed in California
State Superior Court. In re IMP, Inc. Securities Litigation, No. C96-20826-SW
(N.D. Cal. October 1, 1996) is a purported securities class action consolidating
several complaints filed in the United States District Court for the Northern
District of California. In addition, two stockholder derivative actions are
pending and purport to assert claims on behalf of the Company against certain of
its present and former officers and directors. They are Shockley, et. al., v.
Carrington, et. al., No. CV762109 (Superior Court, Santa Clara County, January
15, 1997) and Walsh, et. al., v. Carrington, Et., al., No. C97-20238-SW (N.D.
Cal. March 18, 1997. These lawsuits, all of which include similar factual
allegations, allege that the Company and certain of its present and former
officers and directors issued false or misleading statements regarding the
Company's business, resulting in inflation of the Company's stock price, and
that certain of the defendants traded stock while in possession of material
adverse information. These lawsuits assert claims under the federal securities
laws, California securities laws, and California common law. The plaintiffs in
all actions seek damages in an unspecified amount.

The parties in all of the above class action lawsuits have settled in principle
and court documents have been submitted for final approval.



<PAGE>   18

                                   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 thereunto duly authorized.



                    IMP, Inc.
                    Registrant


                    /s/George Rassam
---------------     ---------------------------------
August 13, 1998     George Rassam
                    Chief Financial Officer



<PAGE>   19

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EX. NUMBER                          DESCRIPTION
----------                          -----------
<S>                                 <C>
27.1                                Financial Data Schedule
</TABLE>