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): April 9, 2014


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 or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

2929 California Street, Torrance CA
90503
(Address of Principal Executive Offices)
(Zip Code)

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

N/A
(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:

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



Item 5.03     Amendment to Articles of Incorporation or Bylaws

On April 9, 2014, Motorcar Parts of America, Inc. (the “Company”) amended its Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of the Company’s common stock.  The Amendment was approved and filed of record by the New York Department of State on April 14, 2014.  The Amendment increased the total number of shares of common stock from 20,000,000 to 50,000,000.   The text of the Amendment is incorporated herein and filed as Exhibit 3.1.

Item 9.01        Financial Statements and Exhibits
 
d) Exhibits.

Exhibit
No.
 
Description
 
 
 
Certificate of Amendment of the Certificate of Incorporation of Motorcar Parts of America, Inc.


SIGNATURE
 
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.

 
Motorcar Parts of America, Inc.
 
 
 
Date: April 16, 2014
By:
/s/ Michael M. Umansky
 
 
Michael M. Umansky
  Vice President and General Counsel

 

 

Exhibit 3.1
 
Certificate of Amendment of the Certificate of Incorporation
of
MOTORCAR PARTS OF AMERICA, INC.
Under Section 805 of the Business Corporation Law
 

It is hereby certified that:

FIRST: The name of the corporation is Motorcar Parts of America, Inc. (the “Corporation”).

SECOND: The certificate of incorporation of the Corporation was filed by the Department of State on April 2, 1968. The name under which the Corporation was formed was Motorcar Parts Associates, Inc.

THIRD: The amendment of the certificate of incorporation of the Corporation effected by this certificate of amendment is as follows: to increase the aggregate number of shares that the Corporation shall have authority to issue by authorizing 30,000,000 additional shares of Common Stock, with a par value of $0.01 per share, and of the same class of Common Stock as the presently authorized shares.

FOURTH: To accomplish the foregoing amendment, the first paragraph of Article FOURTH of the certificate of incorporation of the Corporation, relating to the aggregate number of shares that the Corporation is authorized to issue, is hereby amended to read as follows:

“The total number of shares of stock which the Corporation shall have authority to issue is 55,000,000 shares, consisting of 50,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000 shares of Preferred Stock par value $0.01 per share.”

FIFTH: The foregoing amendment of the certificate of incorporation of the Corporation was authorized by the consent in writing of all the members of the Board of Directors of the Corporation, followed by the consent of holders of outstanding shares of the Corporation entitled to vote on the said amendment of the certificate of incorporation at a meeting duly held, having not less than the minimum requisite proportion of votes, which has been given in accordance with Section 615 of the Business Corporation Law. Written notice has been given as and to the extent required by the said Section 615.

Signed on April 9, 2014

/s/ Michael M. Umansky                                                       
Name: Michael M. Umansky
Title: VP & General Counsel