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): June 5, 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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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) 972-4005
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))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 5, 2008, the Board of Directors (the “Board”) of Motorcar Parts of America, Inc.
(the “Registrant”) appointed Duane Miller as a director of the Registrant, expanding the Board to
seven directors.
Mr. Miller, 60, retired from General Motors Corporation in April 2008 after 37 years of service. At
the time of his retirement, Mr. Miller served as executive director, GM Service and Parts
Operations (“SPO”) Field Operations where he was responsible for all SPO field activities, running
GM Parts (original equipment), ACDelco (aftermarket) and GM Accessories business channels, as well
as SPO’s Global Independent Aftermarket.
At this time, the Board has not named Mr. Miller to any committees of the Board, and currently does
not expect to name Mr. Miller to any committees of the Board.
Pursuant to the terms of the Registrant’s 2004 Non-Employee Director Stock Option Plan, Mr. Miller
was granted an option to purchase 25,000 shares of the Registrant’s common stock at an exercise
price of $7.27 upon his appointment to the Board on June 5, 2008. One-third of the option is
immediately exercisable, one-third of the option becomes exercisable
on June 5, 2009 and one-third of
the option becomes exercisable on June 5, 2010, assuming that Mr. Miller remains a member of the
Board on such anniversary dates. Mr. Miller will also receive fees consistent with those fees
received by the existing non-employee directors for his service as a director of the Registrant.
A copy of the Registrant’s press release announcing Mr. Miller’s appointment is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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| Exhibit No. |
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Description |
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99.1
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Press Release dated June 9, 2008 |