e424b3
MOTORCAR PARTS OF AMERICA, INC.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-144887
PROSPECTUS
SUPPLEMENT NO. 8
(To Prospectus dated October 22, 2007)
This is a prospectus supplement to our prospectus dated October 22, 2007 relating to the
resale from time to time by selling stockholders of up to 4,188,192 shares of our Common Stock. On
June 9, 2008, we filed with the Securities and Exchange
Commission a Current Report on Form 8-K
with respect to the appointment of Duane Miller to our Board of Directors. The Form 8-K is
attached to and made a part of this prospectus supplement.
This prospectus supplement should be read in conjunction with the prospectus, and this
prospectus supplement is qualified by reference to the prospectus, except to the extent that the
information provided by this prospectus supplement supersedes the information contained in the
prospectus.
The securities
offered by the prospectus involve a high degree of risk. You should carefully
consider the Risk Factors referenced on page 2 of the prospectus in determining whether to
purchase the Common Stock.
The
date of this prospectus supplement is June 11, 2008.
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) |
Registrants 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 SPOs 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 Registrants 2004 Non-Employee Director Stock Option Plan, Mr. Miller
was granted an option to purchase 25,000 shares of the Registrants 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 Registrants press release announcing Mr. Millers 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 |
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.
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Date: June 9, 2008 |
MOTORCAR PARTS OF AMERICA, INC.
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/s/ Michael M. Umansky
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Michael M. Umansky |
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Vice President and General Counsel |
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EXHIBIT INDEX
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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 |
Exhibit 99.1
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CONTACT: |
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Gary S. Maier
Maier & Company, Inc.
(310) 442-9852 |
MOTORCAR PARTS OF AMERICA NAMES VETERAN
AUTOMOTIVE EXECUTIVE TO BOARD
LOS ANGELES, CA June 9, 2008 Motorcar Parts of America, Inc. (NasdaqGM:MPAA) today
announced the appointment of Duane F. Miller to its board of directors, expanding the board to
seven members.
Duane Miller, 60, retired in April 2008 after a 37-year career with General Motors
Corporation. He most recently served as executive director for General Motors Service and Parts
Operation, responsible for all field activities, GM Parts (original equipment), AC Delco
(aftermarket), GM Accessories business channels and the Global Independent Aftermarket business.
His career with General Motors included numerous assignments and increasing responsibilities,
commencing as a merchandising representative for the former AC Spark Plug division.
Duane Millers extensive automotive industry experience, particularly within the area of hard
parts distribution, greatly complements the companys focus on customer service, growth and
quality. We look forward to Duanes contributions and counsel as the company further strengthens
its position within the alternator and starter replacement parts market, said Selwyn Joffe,
chairman, president and chief executive officer of Motorcar Parts of America, Inc.
Miller served on the board of OEConnection, an automotive ecommerce organization focused on
applying technology to provide supply chain solutions and analysis. He currently serves on the
boards of McLaren Hospital in Genesee County, Michigan and the Flint/Genesee County Convention and
Visitors Bureau. His experience also includes serving on the boards of the Urban League of Flint,
Michigan, and the Boys and Girls Club of Flint, Michigan.
He earned a Bachelor of Science degree in marketing from Western Michigan University, and
attended the Executive Development Program at the University of California Berkeley Hass School Of
Business.
About Motorcar Parts of America
Motorcar Parts of America, Inc. is a remanufacturer of alternators and starters utilized in
imported and domestic passenger vehicles and light trucks. Its products are sold to automotive
retail
Motorcar Parts of America, Inc.
2-2-2
outlets and the professional repair market throughout the United States and Canada, with
facilities located in California, Tennessee, Mexico, Malaysia and Singapore. 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 companys current expectations and beliefs
concerning future developments and their potential effects on the company, including expected
benefits from the companys new board member. 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 factor. Reference is also made to the Risk Factors set forth in the
companys Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC)in June
2007 and in its Form 10-Qs filed with the SEC thereafter 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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