UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Motorcar Parts of America, Inc.

(Exact name of registrant as specified in its charter)

New York		001-33861		11-2153962
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2929 California Street, Torrance CA		90503
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 212-7910

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Explanatory Note: This Form 8-K/A is being filed solely to file new copies of the redacted agreements referenced herein. Other than the agreements, the disclosure in the Form 8-K filed on May 5, 2009 has not changed.

Item 1.01. Entry into a Material Definitive Agreement.

     As previously reported on May 5, 2009, on April 29, 2009 Motorcar Parts of America, Inc. (the “Registrant”) entered into a Vendor Agreement (the “Vendor Agreement”), effective as of March 31, 2009, with its largest customer pursuant to the terms of which the Registrant will continue to supply the customer with alternators and starters. On April 29, 2009, the Registrant also entered into the Core Amendment to Vendor Agreement (the “Amendment”), effective as of March 31, 2009, pursuant to which the Registrant will purchase a portion of the customer’s core inventory.

     Although copies of the Vendor Agreement and the Amendment were filed as exhibits to the Registrant’s Report on Form 8-K, as filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2009, the Registrant is filing modified redacted copies of the Vendor Agreement and the Amendment attached hereto as Exhibits 10.1 and 10.2, respectively. Neither the Vendor Agreement nor the Amendment has been amended, but the Registrant is revising the redacted copies in response to comments the Registrant has received from the staff of the Commission with respect to its confidential treatment request to the Commission covering the Vendor Agreement and the Amendment.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

10.1		Vendor Agreement, dated as of March 31, 2009, between Motorcar Parts of America, Inc. and AutoZone Parts, Inc..*
10.2		Core Amendment to Vendor Agreement, dated as of March 31, 2009, between Motorcar Parts of America, Inc. and AutoZone Parts, Inc.*

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.

EXHIBIT INDEX

10.1		Vendor Agreement, dated as of March 31, 2009, between Motorcar Parts of America, Inc. and AutoZone Parts, Inc..*
10.2		Core Amendment to Vendor Agreement, dated as of March 31, 2009, between Motorcar Parts of America, Inc. and AutoZone Parts, Inc.*