MOTORCAR PARTS AMERICA INC (Form: 8-K, Received: 06/14/2016 13:01:46)

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 9, 2016

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:

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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))

Item 5.02.

Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2016, Mel Marks, a member of the Board of Directors (the “Board”), passed away. On June 9, 2016, the Board unanimously approved a resolution to amend the Amended and Restated By-Laws (as amended, the “By-Laws”) of Motorcar Parts of America, Inc. (the “Company”) which increased the maximum number of directors on the Board from seven to eight. See Item 5.03 and the press release attached hereto as Exhibit 99. Based on the Board vacancies that were created by the death of Mr. Marks and the amendment expanding the maximum number of directors of the Board and in accordance with the By-Laws, the Board elected Joseph Ferguson and David Bryan as new directors of the Board. Mr. Ferguson will serve on the Audit Committee of the Board, and Mr. Bryan will serve on the Compensation Committee of the Board.

Mr. Ferguson is a Co-Founder and Managing Partner at Vicente Capital Partners, a Los Angeles-based investment firm providing capital to privately held growth companies across North America. Prior to co-founding Vicente in 2009, Mr. Ferguson was a partner at Kline Hawkes & Company, which he joined at the firm’s inception in 1995. He began his career as an investment banker for Merrill Lynch & Co where he was a member of the Energy and Natural Resources Group and the General Corporate Finance Group. From 1989 to 1994, he worked on over 30 public and private transactions for numerous emerging growth and middle market companies. Mr. Ferguson received a B.B.A in Finance from Southern Methodist University and an M.B.A from the UCLA Anderson School of Management.

Dr. Bryan currently teaches at University of California at Santa Cruz. He also provides consulting expertise to multiple Santa Cruz independent and charter schools, and is involved with companies developing effective tools for online education. Dr. Bryan was founding Head of New Roads School from 1995 – 2013. Dr. Bryan received a B.A. from the State University of New York at Stony Brook, an M.S. from the University of California at Los Angeles and a J.D. and Ph.D. from the State University of New York at Buffalo.

Item 5.03.

Amendments to the Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 9, 2016, the Board adopted and approved, effective immediately, an amendment to the Amended and Restated By-Laws of the Company that increased the maximum number of directors constituting the entire Board from seven to eight directors. The foregoing description of the amendment to the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the amendment to the Amended and Restated By-Laws, attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

The following are filed as exhibits to this Current Report on Form 8-K.

	Number	Exhibit

	3.1	Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on June 9, 2016.

	99	Press Release dated June 14, 2016

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.

	MOTORCAR PARTS OF AMERICA, INC.

Date: June 14, 2016	s/ Michael M. Umansky
	Michael M. Umansky
	Vice President and General Counsel

Exhibit 3.1

AMENDMENT

AMENDED AND RESTATED

BY-LAWS

MOTORCAR PARTS OF AMERICA, INC.

This Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc. (the “ Existing By-Laws ”) is dated this 9th day of June 2016.

RECITALS

WHEREAS , the Board of Directors (the “ Board ”) of Motorcar Parts of America, Inc. (the “ Company ”) determined that it is in the best interests of the Company and stockholders of the Company to adopt and approve this Amendment (the “ Amendment ”) to the Existing By-Laws;

WHEREAS , the Board has adopted and approved the Amendment;

NOW, THEREFORE , the Existing By-Laws are hereby amended as follows:

Section 2.1 of Article II of the Existing By-Laws is hereby amended by deleting the phrase “The number of directors constituting the entire Board of Directors shall consist of not less than three (3) nor more than seven (7) directors” in the third sentence thereof and, replacing it with: “The number of directors constituting the entire Board of Directors shall consist of not less than three (3) nor more than eight (8) directors”.

The undersigned, in his capacity as Secretary of the Company, hereby certifies that the Amendment was adopted by the Board at a Meeting of the Board held on June 9, 2016.

	/s/MichaelUmansky
	Name:	Michael Umansky
	Title:	Vice President, General Counsel
		and Secretary
	Date:	June 9, 2016

Exhibit 99

CONTACT:	Gary S. Maier
	Maier & Company, Inc.
	(310) 471-1288

MOTORCAR PARTS OF AMERICA ANNOUNCES ELECTION OF NEW DIRECTORS

LOS ANGELES, CA – June 14, 2016 – Motorcar Parts of America, Inc. (Nasdaq:MPAA) today announced its board of directors has elected two new directors, Joseph Ferguson and David Bryan.

Two vacancies were recently created on the board of directors, as a result of the death of director Mel Marks who passed away on March 12, 2016, and the board’s adoption on June 9, 2016 of an amendment to Motorcar Parts of America’s Amended and Restated By-Laws to increase the maximum number of members of the board of directors from seven to eight members.

Joseph Ferguson is a co-founder and managing partner at Vicente Capital Partners, a Los Angeles-based investment firm providing capital to privately held growth companies across North America. Prior to co-founding Vicente in 2009, Ferguson was a partner at Kline Hawkes & Company, joining at the firm’s inception in 1995. He began his career as an investment banker for Merrill Lynch & Co where he was a member of the Energy and Natural Resources Group and the General Corporate Finance Group. From 1989 to 1994, he worked on more than 30 public and private transactions for numerous emerging growth and middle market companies. He earned a Bachelor of Business Administration degree in finance from Southern Methodist University and a Master of Business Administration from the UCLA Anderson School of Management.

David Bryan currently teaches at University of California at Santa Cruz. He also provides consulting expertise to multiple Santa Cruz independent and charter schools, and is involved with companies developing tools for online education. He was founding head of New Roads School in Santa Monica, CA from 1995 – 2013. He earned a Bachelor of Arts degree from the State University of New York at Stony Brook, a Master of Science degree from the University of California at Los Angeles and a J.D. and Ph.D. from the State University of New York at Buffalo.

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“Jay and Dave offer a wealth of unique experience that will be invaluable to the company as we grow, make acquisitions and invest in value-added customer service programs. We look forward to benefiting from their advice and counsel at an exciting time in the company’s evolution,” said Selwyn Joffe, chairman, president and chief executive officer of Motorcar Parts of America, Inc.

About Motorcar Parts of America

Motorcar Parts of America, Inc. is a remanufacturer, manufacturer and distributor of automotive aftermarket parts -- including alternators, starters, wheel hub assembly and brake master cylinder products utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Motorcar Parts of America’s products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with facilities located in California, Mexico, Malaysia and China, and administrative offices located in California, Tennessee, Mexico, Singapore, Malaysia and Toronto. Additional information is available at www.motorcarparts.com .

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors. Reference is also made to the Risk Factors set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2016 and in its Forms 10-Q filed with the SEC for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. .

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