8-K

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): October 3, 2019 

U.S. AUTO PARTS NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33264	68-0623433
(State of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

16941 Keegan Avenue, Carson, CA 90746

(Address of principal executive offices) (Zip Code)

(310) 735-0092

(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))

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, $0.001 par value per share	PRTS	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On October 3, 2019, the Board of Directors (the “Board”) ofU.S. Auto Parts, Inc. (the “Company”) appointed Mr.  Jim Barnes as a Class III director of the Company, effective immediately, to serve untilthe 2021 Annual Meeting of Stockholders, or until his earlier death, disqualification, resignation or removal.  The Board has determined that Mr. Barnes is an independent director under the listing standards of the Nasdaq Global Market. Mr. Barnes was not appointed to any committees of the Board.

There are no family relationships between Mr.  Barnes and any director or executive officer of the Company and Mr.  Barnes does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Barnes’ appointment to the Board, Mr. Barnes will receive the standard compensation received by non-employee directors, which compensation was last described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019 and is incorporated herein by reference. Mr. Barnes will also enter the Company’s standard form of indemnification agreement, which was previously filed by the Company as Exhibit 10.7 to the Annual Report on Form 10-K filed with the SEC on March 11, 2016.

Mr.Barnes was recommended as a potential director candidate by Mr. Mehran Nia, a current member of the Board, in connection with the previously disclosed Board Candidate Agreement, dated May 31, 2018,  as amended by the Amendment to Board Candidate Agreement, dated January 17, 2019, among the Company, Mr. Mehran Nia and the Nia Living Trust Established September 2, 2004. The Board Candidate Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 31, 2018 and the Amendment to Board Candidate Agreement was filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 23, 2019.  In connection with the Board Candidate Agreement, as amended, and upon its own review and consideration of Mr. Barnes’ qualifications and independence, the Board has agreed to appoint Mr. Barnes as a director of the Company.

Item 7.01.Regulation FD Disclosure.

On October 4, 2019, the Company issued a press release announcing the appointment of Mr.  Barnes to the Board. A copy of that press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01.Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 4, 2019, by U.S. Auto Parts Network, Inc.

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.

	U.S. Auto Parts Network, Inc.
Dated: October 4, 2019	By:	/s/ David Meniane
	Name:	David Meniane
	Title:	COO & CFO

EX-99.1

October 4, 2019

U.S. Auto Parts Announces Appointment of Jim Barnes to its Board of Directors

CARSON, Calif., October 4, 2019 /PRNewswire/ -- U.S. Auto Parts Network, Inc. (NASDAQ: PRTS), one of the largest online providers of aftermarket automotive parts and accessories, today announced the appointment of Jim Barnes to its Board of Directors.

Mr. Barnes currently serves as the CEO of enVista, LLC, a supply chain and unified commerce consulting firm, where he has served since he co-founded enVista in 2002. Prior to founding enVista, he was the Executive Vice President and co-founder of Q4 Logistics. He has spent the last 25 years deploying supply chain and enterprise solutions and synchronizing material and information flow for Fortune 500 brands and retail companies.

Mr. Barnes holds a B.S. degree in Mechanical Engineering Technology from Purdue University. “We are extremely pleased to have Jim join us,” said Lev Peker, the Company’s CEO.  “Jim’s extensive logistics and operational expertise positions him well to make valuable contributions to U.S. Auto Parts and our Board of Directors.”

Mr. Barnes commented: "U.S. Auto Parts is well positioned to grow its business providing affordable aftermarket auto parts to consumers all over the U.S. I look forward to helping fuel that growth and collaborating with the rest of the board and management team."

About U.S. Auto Parts

Established in 1995, U.S. Auto Parts is a leading online provider of automotive aftermarket parts, including collision, engine, and performance parts and accessories. Through the Company's network of websites, U.S. Auto Parts provides consumers with a broad selection of competitively priced products, all mapped by a proprietary database with applications based on vehicle makes, models and years. U.S. Auto Parts' flagship websites include www.autopartswarehouse.com,  www.carparts.com,  and www.jcwhitney.com,  as well as the Company's corporate website at www.usautoparts.net.  

U.S. Auto Parts is headquartered in Carson, California.

Safe Harbor Statement

This press release contains statements which are based on management's current expectations, estimates and projections about the Company's business and its industry, as well as certain assumptions made by the Company. These statements are forward looking statements for the purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. Words such as "anticipates," "could," "expects," "intends," "plans," "potential," "believes," "predicts," "projects," "seeks," "estimates," "may," "will," "would," "will likely continue" and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, the Company's expectations regarding its future operating results

and financial condition, impact of changes in our key operating metrics, our potential growth and our liquidity requirements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such a difference include, but are not limited to, competitive pressures, our dependence on search engines to attract customers, demand for the Company's products, the online market and channel mix for aftermarket auto parts, the economy in general, increases in commodity and component pricing that would increase the Company's product costs, the operating restrictions in our credit agreement, the weather, and any other factors discussed in the Company's filings with the Securities and Exchange Commission (the "SEC"), including the Risk Factors contained in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.usautoparts.net and the SEC's website at www.sec.gov.  You are urged to consider these factors carefully in evaluating the forward-looking statements in this release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. Unless otherwise required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.

Investor Relations:

Sean Mansouri, CFA or Cody Slach

Gateway Investor Relations

949‑574‑3860

PRTS@gatewayir.com