SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 3, 2012
Motorcar Parts of America, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(Registrant’s telephone number including area code)
(Former Name or Former Address, if Changed Since Last Report)
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:
On December 3, 2012, Motorcar Parts of America, Inc. (the “Company”) entered into a Stock Repurchase Agreement (the “Agreement”) with Mel Marks, the Company’s founder, a member of the board of directors of the Company and consultant to the Company, and Melmarks Enterprises LLLP, a limited liability partnership controlled by Mr. Marks (the “Shareholders”), which, among other things, provides the Shareholders, on or prior to February 28, 2013, with the option to sell up to $300,000 of the Company’s common stock held by the Shareholders (the “Shares”) at a purchase price that is 10% below the average daily closing price per share of the Company’s common stock for the five (5) consecutive trading days immediately preceding the date of the notice of sale. A copy of the Agreement is being filed as an exhibit to this Form 8-K.
On December 3, 2012, in connection with the transaction described above, the Company amended its existing Financing Agreement (as amended to date, the “Financing Agreement”) by entering into the Fourth Amendment to Financing Agreement (the “Cerberus Fourth Amendment”) with the lenders party thereto, Cerberus Business Finance, LLC (“Cerberus”), as collateral agent, and PNC Bank, National Association, as administrative agent. The Cerberus Fourth Amendment permits the Company to repurchase the Shares pursuant to the Agreement. A copy of the Cerberus Fourth Amendment is being filed as an exhibit to this Form 8-K.
To the extent applicable, the information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
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.