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): January 26, 2022


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, California
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
MPAA
The Nasdaq Global Select Market

Item 5.02.
Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 26, 2022, the Board unanimously approved a resolution to further amend the Amended and Restated By-Laws (as amended, the “ByLaws”) of Motorcar Parts of America, Inc. (the “Company”) which increased the maximum number of directors on the Board from ten to eleven. See Item 5.03 and the press release attached hereto as Exhibit 99. Based on the Board vacancies that were created by the amendment expanding the maximum number of directors of the Board and in accordance with the Third Amendment to the Amended and Restated By-Laws, the Board appointed Patricia Warfield (“Warfield”) as a new director of the Board.
 
Patricia (Tribby) Warfield, 62, most recently, from 2019 to 2020, served as chairman and chief executive officer of APC Automotive Technologies, overseeing a restructuring and a strategic refocusing on braking and exhaust related products. Earlier, from 2017 - 2019, she served as senior vice president, business development and strategy for Nitta Corporation, a Japanese global provider of power transmission and conveyor belting products for Europe, Middle East & Africa. Previously, from 2014 - 2017, Warfield held dual positions at Kaman Corporation, as senior vice president and general manager for Kaman Fluid Power and Kaman Automation. Her career includes 25 years, from 1988 - 2013 with the Gates Corporation including 11 consecutive years in Europe in key senior management and operational positions, serving in Belgium, Germany, and the United Kingdom.

Warfield currently serves on the board of two private equity-sponsored global diversified manufacturing portfolio companies. She is an advisor board member of the University of Colorado Denver Business School, and formally served as an adjunct professor and guest lecturer at the Daniels College of Business at the University of Denver, from 2014 - 2016. She is a member of the National Association of Corporate Directors, as well as The Committee of 200, comprised of the world’s most successful women entrepreneurs and corporate innovators.  Warfield graduated cum laude with a bachelor’s degree in Business Administration from National University, San Diego.

Item 5.03.
Amendments to the Articles of Incorporation or Bylaws; Changes in Fiscal Year.
 
On January 26, 2022, the Board adopted and approved, effective immediately, a third amendment to the Amended and Restated By-Laws of the Company that increased the maximum number of directors constituting the entire Board from ten to eleven directors. The foregoing description of the Third Amendment to the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the Third 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.
 
Exhibit
No.
 
Description
     
     
3.1
 
Third Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on January 26, 2022.
     
99
 
Press Release dated February 1, 2022.

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: February 1, 2022
By:
/s/ Juliet Stone
    Juliet Stone
    Vice President, General Counsel and Secretary
GRAPHIC
 
INDEX TO EXHIBITS
 
Exhibit
No.
 
Description
     
     
3.1
 
Third Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on January 26, 2022.
     
99
 
Press Release dated February 1, 2022
     
104  
Cover Page Interactive Data File (embedded within the Inline XBRL document).


Exhibit 3.1

THIRD AMENDMENT
TO
AMENDED AND RESTATED BY-LAWS
OF
MOTORCAR PARTS OF AMERICA, INC.
 
This Third Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc. (the “Existing By-Laws”) is dated this 26th day of January 2022.
 
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 Third Amendment (the “Third Amendment”) to the Existing By-Laws; and
 
WHEREAS, the Board has adopted and approved the Third 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 ten (10) 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 eleven (11) directors”.
 
The undersigned, in her capacity as Secretary of the Company, hereby certifies that the Third Amendment was adopted by the Board at a Meeting of the Board held on January 26, 2022 whereby Selwyn Joffe acted as the Secretary of the Company.
 
   
/s/Juliet Stone
   
   
Name:
Juliet Stone
 
Title:
Vice President, General Counsel
 
and Secretary
 
Date:
January 26, 2022


Exhibit 99


NEWS RELEASE

CONTACT:
Gary S. Maier
310-972-5124

MOTORCAR PARTS OF AMERICA ANNOUNCES
APPOINTMENT OF VETERAN INTERNATIONAL EXECUTIVE TO BOARD

LOS ANGELES, CA – February 1, 2022 – Motorcar Parts of America, Inc. (Nasdaq: MPAA) today announced the appointment of Patricia (Tribby) W. Warfield to its board of directors --reflecting the company’s strong commitment to board diversity, experience, and solid corporate governance policies.

The Motorcar Parts of America board now consists of 11 directors, 10 of whom are independent.

“Tribby offers a wealth of automotive, industrial and distribution experience that will be invaluable to the company as we continue to benefit from the company’s global footprint. We look forward to her advice and counsel at an exciting stage in the company’s evolution, which today includes numerous complementary and high-demand product line offerings supported by favorable market dynamics,” said Selwyn Joffe, chairman, president and chief executive officer of Motorcar Parts of America, Inc.

Warfield, 62, most recently served as chairman and chief executive officer of APC Automotive Technologies, overseeing a restructuring and a strategic refocusing on braking and exhaust-related products. Earlier, she served as senior vice president, business development and strategy for Nitta Corporation, a Japanese global provider of power transmission and conveyor belting products for Europe, the Middle East & Africa. Previously, Warfield held dual positions at Kaman Corporation (NYSE: KAMN), as senior vice president and general manager for Kaman Fluid Power and Kaman Automation. Her career includes 25 years with the Gates Corporation (NYSE:GTES) and 11 consecutive years in Europe in key senior management and operational positions, serving in Belgium, Germany, and the United Kingdom.

Warfield currently serves on the board of two private equity-sponsored global diversified manufacturing portfolio companies. She is an advisor board member of the University of Colorado Denver Business School, and formally served as an adjunct professor at the Daniels College of Business at the University of Denver. She is a member of the National Association of Corporate Directors, as well as The Committee of 200, comprised of the world’s most successful women entrepreneurs and corporate innovators.

 Warfield graduated cum laude with a bachelor’s degree in Business Administration from National University, San Diego.

About Motorcar Parts of America

Motorcar Parts of America, Inc. is a remanufacturer, manufacturer, and distributor of automotive aftermarket parts -- including alternators, starters, wheel bearings and hub assemblies, brake calipers, brake master cylinders, brake power boosters, turbochargers, and diagnostic testing equipment utilized in imported and domestic passenger vehicles, light trucks, and heavy-duty applications. Its products are sold to automotive retail outlets and the professional repair market throughout the United States, Canada, and Mexico, with facilities located in California, New York, Mexico, Malaysia, China and India, and administrative offices located in California, Tennessee, Mexico, Singapore, Malaysia, and Canada. In addition, the company’s electrical vehicle subsidiary designs and manufactures testing solutions for performance, endurance, and production of multiple components in the electric power train – providing simulation, emulation, and production applications for the electrification of both automotive and aerospace industries, including electric vehicle charging systems. Additional information is available at www.motorcarparts.com.

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 2021 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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