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): November 17, 2008
Motorcar Parts of America, Inc.
(Exact name of registrant as specified in its charter)
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| New York
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001-33861
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11-2153962 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 2929 California Street, Torrance CA
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90503 |
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| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On November 19, 2008, Motorcar Parts of America, Inc.
(the “Registrant”) notified the Nasdaq Stock Market, Inc.
(“NASDAQ”) that as a result of the vacancy caused by
Irv Siegel’s resignation from its Board of Directors, as discussed in Item 5.02 below, the Registrant is not presently
in compliance with NASDAQ Marketplace Rules 4350(c)(1) and 4350(d)(2)(A). These rules require
that (i) a majority of its Board of Directors be comprised of independent members and (ii) its Audit
Committee be comprised of three independent members, respectively. On November 20, 2008, the Registrant received
a NASDAQ Staff Deficiency Letter indicating that the Registrant presently fails to comply with these requirements.
The letter also indicated that NASDAQ will provide the Registrant with the cure periods in accordance with NASDAQ
Marketplace Rules 4350(c)(1) and 4350(d)(4)(B), respectively.
The
Registrant is currently conducting a search for a new director who
would meet the requirements of NASDAQ and be appointed to the
Registrant’s Board of Directors and Audit Committee within the cure
periods allowed under the NASDAQ Stock Market Rules.
In
addition, the Registrant’s By-Laws require that committees of its
Board of Directors consist of at least three members. The Registrant
intends to meet the By-Laws’ requirement by either appointing a new
director to serve on the committees that Mr. Siegel previously served
on or by appointing other current members of the Board of Directors
to serve on such committees.
On
November 21, 2008, the Registrant issued a press release regarding
the Registrant’s noncompliance with the requirements of the NASDAQ
Marketplace Rules and the NASDAQ Staff Deficiency Letter received by
the Registrant from NASDAQ. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 17, 2008, Irv Siegel resigned as a director of the Registrant. There was no disagreement or dispute between Mr. Siegel and the Registrant
relating to the Registrant’s operations, policies or practices.
In addition to being a member of the Registrant’s Board of Directors, Mr. Siegel was the Chairman
of the Compensation Committee and a member of the Audit, Ethics and Nominating and Corporate
Governance Committees. Mr. Siegel resigned from each of these committees effective November 17,
2008.
Mr. Siegel shall receive a consulting fee of $5,000 per month for the three months following his
resignation from the Registrant in connection with certain transition services which may be
provided by him to the Registrant as requested by the Registrant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release of Motorcar Parts of America, Inc., dated November 21, 2008. |