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):  April 27, 2010

Dorman Products, Inc.

(Exact name of Registrant as Specified in Charter)

Pennsylvania	000-18914	23-2078856
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3400 East Walnut Street, Comar, Pennsylvania 18915

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (215) 997-1800

	Not Applicable
(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 1.01. Entry into a Material Definitive Agreement.

On April 26, 2010, Dorman Products, Inc (the "Borrower") entered into Amendment No. 2 ("Amendment No. 2") to the Third Amended and Restated Credit and Security Agreement, dated July 24, 2006, with Wells Fargo Bank, National Association, (successor by merger to Wachovia Bank, National Association) (the “Bank"), as amended by Amendment No. 1 dated December 24, 2007 (the "Agreement").  The Agreement provides the Borrower with a $30 million maximum aggregate credit facility.  A copy of Amendment No. 2 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.  A copy of the Agreement and related documents have been filed as exhibits to the Current Report on Form 8-K dated July 27, 2006.  A copy of Amendment No. 1 and related documents have been filed as exhibits to the Current Report on Form 8-K dated January 2, 2008.  The description set forth herein is qualified in its entirety by reference to the Amendments and the Agreement and related documents.

Amendment No. 2 amends the Agreement by extending the Revolving Credit Termination Date to June 30, 2013 and granting Borrower the right to terminate the Agreement at any time upon thirty (30) Business Days prior written notice to the Bank and upon repayment of the Loans in full.  Under Amendment No. 2, the borrowing rate will fluctuate between LIBOR plus 100 basis points and LIBOR plus 250 basis points and the fee for unused Credit Facilities will fluctuate between 0.15% and 0.25% of the unused Credit Facility based on the ratio of the Company's Consolidated Funded Debt to Consolidated EBITDA.  Under Amendment No. 2, the definition of Consolidated Funded Debt is amended to include borrowings with a maturity of less than one year and outstanding letters of credit.

In addition to the foregoing, Amendment No. 2 amends the Agreement by (i) increasing the Borrower’s permitted purchase money security interest amount from $500,000 to $1,000,000, (ii) increasing the amount of the Borrower’s permitted Liens not listed on the date of the Agreement from $250,000 to $500,000, and (iii) increasing the amount of aggregate consideration that the Borrower is permitted to spend for an acquisition from $15,000,000 to $25,000,000.

The Agreement contains affirmative and negative covenants typical of this type of facility, including: (i) restrictions on Borrower's and its Subsidiaries' ability to allow liens on their assets, (ii) restrictions on the incurrence of indebtedness, (iii) restrictions on the Borrower's and its Subsidiaries' ability to dispose of assets, engage in mergers or acquisitions, make loans or investments, transfer property or make payments to present or former shareholders, officers, or other Affiliates of Borrower, (iv) the requirement that the Borrower will maintain a Consolidated Total Funded Debt to EBITDA ratio of no more than 2:50:1.00 for each quarter ending on or after June 30, 2006.  The Borrower's obligations under the Agreement are guaranteed by certain of its subsidiaries.

Item 2.02. Results of Operation and Financial Condition.

The information being furnished in this Item 2.02 and in Exhibit 99.2 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

On April 27, 2010, Dorman Products, Inc. (the “Company”) issued a press release announcing its operating results for the second quarter ended March 27, 2010.  A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K.

Certain statements in this report constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  While forward-looking statements sometimes are presented with numerical specificity, they are based on various assumptions made by management regarding future circumstances over many of which the Company has little or no control.  Forward-looking statements may be identified by words including "anticipate," "believe," "estimate," "expect," and similar expressions.  The Company cautions readers that forward-looking statements, including, without limitation, those relating to future business prospects, revenues, working capital, liquidity, and income, are subject to certain risks and uncertainties that would cause actual results to differ materially f rom those indicated in the forward-looking statements.  Factors that could cause actual results to differ from forward-looking statements include but are not limited to competition in the automotive aftermarket industry, concentration of the Company's sales and accounts receivable among a small number of customers, the impact of consolidation in the automotive aftermarket industry, foreign currency fluctuations, dependence on senior management and other risks and factors identified from time to time in the reports the Company files with the Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.  For additional information concerning factors that could cause actual results to differ materially from the information contained in this report, reference is made to the information in  Part I, "Item 1A, Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2009.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Amendment Number 2 to the Third Amended and Restated Credit Agreement dated April 26, 2010.
99.2	Press Release dated April 27, 2010

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.

	DORMAN PRODUCTS, INC.
Date:    April 27, 2010	By:	/s/ Mathias J. Barton
	Name:	Mathias J. Barton
	Title:	Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Amendment Number 2 to the Third Amended and Restated Credit Agreement dated April 26, 2010.
99.2	Press Release dated April 27, 2010

EX-99.1

Exhibit 99.1

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (“Amendment No. 2”) is dated as of April 26, 2010 by and between DORMAN PRODUCTS, INC. (formally known as R & B, Inc.), a Pennsylvania corporation (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), a national banking association (the “Bank”) for itself and as agent hereunder (the “Agent”).

WHEREAS, the Borrower and the Bank are parties to a Third Amended and Restated Credit Agreement dated as of July 24, 2006, as amended December 24, 2007 (collectively, the “Credit Agreement”); and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto, intending to be legally bound, hereby agree that the Credit Agreement shall be amended as follows, effective on the date first above written:

1.             Consolidated Funded Debt.  The definition of “Consolidated Funded Debt” in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“‘Consolidated Funded Debt’ means, at any date, all Funded Debt of the Borrower and Subsidiaries on a consolidated basis in accordance with GAAP, after eliminating all intercompany transactions, and which constitutes (a) indebtedness for borrowed money which the Borrower or any Subsidiary has directly or indirectly incurred; (b) indebtedness secured by any encumbrance on property owned by the Borrower or any Subsidiary, whether or not the Borrower or any Subsidiary has assumed or become liable for the payment of such debt; (c) indebtedness with respect to which the Borrower or any Subsidiary has become directly or indirectly liable and which  represents or has been incurred to finance the purchase price (or a portion thereof) of any property o r services or business acquired by the Borrower or any Subsidiary, whether by purchase, consolidation, merger or otherwise; and (d) indebtedness of entities other than the Borrower or any Subsidiary with respect to which the Borrower or any Subsidiary has become liable by way of a guaranty, agreement to advance funds or similar undertaking, including, without limitation, letters of credit.  The Standby Letter of Credit number SM222090 in the amount of $377,000.00 will be excluded for the purposes of determining ‘Consolidated Funded Debt’.”

2.             Revolving Credit Termination Date.  The definition of “Revolving Credit Termination Date” in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

(a) “‘Revolving Credit Termination Date’ means June 30, 2013; or such other date to which the Revolving Credit Facilities have been extended in the sole discretion of the Bank(s) or on which they have been terminated in accordance with the terms of this Agreement.”

3.             Termination.  The following shall be inserted as a new Section 2.01(f) to the Credit Agreement to read in its entirety as follows:

“(f)  Borrower may, at any time upon thirty (30) Business Days’ prior written notice to Agent, terminate this Agreement by repaying the Loans in full, including, without limitation, all principal, interest, fees and other amounts, if any, payable hereunder, and returning or collateralizing any outstanding Letters of Credit.  If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Agreement shall terminate upon Borrower’s repayment of the outstanding principal balance of the Loans, along with any and all interest, fees and other amounts, if any, payable hereunder in accordance with Section 5.01 hereof and, until Borrower can return any outstanding Letters of Credit, Borrower’s provision to Agent of cash collateral or other collateral acceptable to Age nt in an amount equal to 100% of the balance of the outstanding Letters of Credit.  When this Agreement has been terminated and the outstanding principal balance of the Loans, along with any and all interest, fees and other amounts, if any, payable hereunder has been paid in full and all outstanding Letters of Credit have been returned or collateralized, Agent will execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent’s Liens and all notices of security interests and liens previously filed by Agent with respect to the Obligations.”

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4.             Applicable Margin.  The following shall be inserted as a new paragraph at the end of Section 4.01 of the Credit Agreement:

“Beginning July 1, 2010 and continuing thereafter, the Applicable Margin shall be calculated as set forth below and shall automatically change as the ratio of Consolidated Funded Debt to Consolidated EBITDA changes (Consolidated EBITDA shall be the sum of quarterly EBITDA for the most recent four (4) quarters), provided that, for purposes of this calculation, Consolidated Funded Debt shall be net of cash and cash equivalents shown on the Borrower’s consolidated financial statements as of the date of such calculation:

Consolidated Funded Debt/Consolidated EBITDA	Applicable Margin	Unused Fee
< .5x	100 bps	.15%
> = .51<1.5	165 bps	.25%
> =1.5x<2.0x	200 bps	.25%
> 2.01x+	250 bps	.25%

5.             Unused Facility Fee.  The following sentence is hereby added to the end of Section 6.01 of the Credit Agreement:

“Beginning July 1, 2010 and continuing thereafter, the unused fee shall be as set forth in Section 4.01 herein and shall remain payable as set forth above.”

6.             Ratio of Consolidated Funded Debt to Consolidated Total Capitalization.  The following is hereby deleted from Section 10.02 of the Credit Agreement:

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“…, provided that immediately after giving effect to the incurrence thereof and to the application of the proceeds therefrom, Consolidated Funded Debt does not exceed sixty percent (60%) of Consolidated Total Capitalization.”

7.             Purchase Money Security Interests.  The reference in Section 10.04 (f) of the Credit Agreement to “$500,000” is hereby amended to read “$1,000,000.”

8.             Liens.  The reference in Section 10.04 (i) of the Credit Agreement to “$250,000” is hereby amended to read “$500,000.”

9.             Loans, Investments, Etc.  The reference in Section 10.07 (h) of the Credit Agreement to “$15,000,000” is hereby amended to read “$25,000,000.”

10.           Conditions Precedent.  As a condition precedent to effectiveness of this Amendment No. 2, the Agent must receive (a) an original copy of this Amendment No. 2 executed by the Borrower, (b) an original executed Officer’s Certificate in the form attached hereto as Exhibit A, and (c) an original executed Secretary’s Certificate in the form attached hereto as Exhibit B.

11.           Costs.  The Borrower shall pay (as and when incurred) all costs, expenses and fees (including, without limitation, any attorneys’ fees) associated with the Credit Agreement and this Amendment No. 2.

12.           Capitalized Terms.  All capitalized terms used in this Amendment No. 2, unless otherwise defined herein, shall have the meanings ascribed thereto in the Credit Agreement.

13.           Representations and Covenants.  The Borrower certifies that all representations and warranties contained in the Loan Documents, including without limitation the exhibits thereto, are true, correct and complete on and as of the date hereof, and that all covenants and agreements made in the Loan Documents have been complied with and fulfilled, and that no Default or Event of Default is in existence on the date hereof.

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14.           Ratification.  Other than as specifically set forth herein, the Borrower hereby ratifies and confirms the Loan Documents and all instruments and agreements relating thereto, and confirms that (a) all of the foregoing remain in full force and effect, (b) each of the foregoing is enforceable against the Borrower in accordance with its terms, and (c) in furtherance and not limitation of the foregoing, the security interests granted pursuant to the Loan Documents and any other security agreement, surety agreement, mortgage, assignment or other collateral agreement, remain in full force and effect and secure all liabilities and obligations of the Borrower to the Bank(s) under the Credit Agreement, as amended hereby, or otherwise.

15.           Miscellaneous.  Article XIII of the Credit Agreement is incorporated herein by this reference and shall apply to this Amendment No. 2.  Execution of this Amendment No. 2 shall not constitute an agreement by the Agent or the Bank(s) to execute any other amendment or modification of the Credit Agreement.  References to the Credit Agreement in any document relating thereto shall be deemed to include this Amendment No. 2.  This Amendment No. 2 may be executed in counterparts.

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IN WITNESS WHEREOF, the Borrower, the Agent, and the Bank have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first above written.

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
for itself and as Agent
By:	/s/ Mathew Seifer
	Name:	Mathew Seifer
	Title:	Senior Vice President

ATTEST:			DORMAN PRODUCTS, INC.
			(formerly known as R & B, Inc.)
By:	/s/ Thomas J. Knoblauch		By:	/s/ Mathias Barton
	Name:	Thomas J. Knoblauch		Name:	Mathias Barton
	Title:	Vice President		Title:	CFO

[Corporate Seal]

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EXHIBIT A

OFFICER’S CERTIFICATE

Pursuant to Amendment No. 2 to the Third Amended and Restated

Credit Agreement

The undersigned, ____________________, ______________________ of Dorman Products, Inc. (the “Company”), in such capacity and on behalf of such Company, hereby certifies, pursuant to Amendment No. 2 (“Amendment No. 2”) to the Third Amended and Restated Credit Agreement dated as of July 24, 2006, as amended December 24, 2007 and the date hereof (collectively, the “Credit Agreement”), between Dorman Products, Inc. and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association) that:

(1)           no Event of Default has occurred and is continuing;

(2)           there has been no material adverse change in the Company’s business, operations, properties or condition, financial or otherwise, since July 24, 2006; and

(3)           all representations, warranties and covenants made by the Company in the Credit Agreement and/or Amendment No. 2 are true and correct in all material respects, and all conditions precedent to the Banks’ obligations there under, have been satisfied or waived by the Bank(s) in writing.

All capitalized terms herein shall have the meaning set forth in the Credit Agreement, unless defined herein.

Dated:  _____________________, 2010	By:
		Name:
		Title:

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EXHIBIT B

SECRETARY’S CERTIFICATE - DORMAN PRODUCTS, INC.

Pursuant to Amendment No. 2 to Third Amended and Restated

Credit Agreement

The undersigned, ___________________, ____________________ of Dorman Products, Inc. (“Company”), in such capacity and on behalf of such Company, hereby certifies, pursuant to Amendment No. 2 (“Amendment No. 2”) to the Third Amended and Restated Credit Agreement dated as of July 24, 2006, as amended December 24, 2007 and the date hereof (collectively, the “Credit Agreement”), between the Company and Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association), that (i) the copies of items (1), (2) and (4) below as delivered pursuant to a Secretary’s Certificate dated July 24, 2006 and (ii) attached items (3) and (5) below are true and correct copies of the following and are in full force and effect and have not been amended, altered, or repealed as of the dat e hereof except as shown in such attachments:

(1)           certificate of incorporation, as certified by the Secretary of State of the state of incorporation, of the Company;

(2)           good standing certificates with respect to the Company from the Secretary of State of the state in which the Company is incorporated or formed, and in each state in which the Company is required to qualify to do business, except such states where the failure to so qualify would have no material adverse effect on the financial condition of the Company;

(3)           the bylaws of the Company;

(4)           the names, incumbency and signatures of the officers of the Company authorized to execute and deliver Amendment No. 2, upon which the Bank(s) may conclusively rely until it shall receive a further certificate of the Company amending the prior certificate; and

(5)           resolutions of the Board of Directors of the Company, authorizing the execution and delivery of Amendment No. 2 and all documents related thereto.

Dated:  _____________________, 2010	By:
		Name:
		Title:

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Resolutions

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EX-99.2

Exhibit 99.2

NEWS RELEASE

	Corporate Headquarters:
	Dorman Products, Inc.
	3400 East Walnut Street
	Colmar, Pennsylvania 18915
	Fax: (215) 997-8577
For Further Information Contact:	Visit our Home Page:
Mathias J. Barton, CFO	www.dormanproducts.com
(215) 997-1800 x 5132
E-mail: MBarton@dormanproducts.com

Dorman Products, Inc. Reports Sales and Earnings for the First Quarter Ended March 27, 2010

Colmar, Pennsylvania (April 27, 2010) – Dorman Products, Inc. (NASDAQ:DORM) today announced financial results for the first quarter ended March 27, 2010.

For the thirteen weeks ended March 27, 2010 and March 28, 2009:

· Revenues for the three months ended March 27, 2010 increased 14.6% over the prior year to $99.0 million from $86.4 million last year.  Revenue growth in both periods was driven by strong overall demand for our products and higher new product sales.

· Net income in the first quarter of 2010 was up 111% to $9.6 million from $4.6 million in the same period last year.  Diluted earnings per share in the first quarter of 2010 rose 112% to $0.53 from $0.25 in the same period last year.

· Gross profit margin was 38.2% in 2010 compared to 32.9% in 2009. The increase in margin is the result of a reduction in freight expenses and certain material costs, along with lower product return costs.

· Selling, general and administrative expenses increased 5.7% in 2010 to $22.1 million from $20.9 million in 2009, but were down as a percentage of sales from 24.3% in 2009 to 22.3% in 2010.  The spending increase was the result of higher variable costs related to our sales increase, increased new product development spending and higher incentive compensation expense due to higher earnings levels.  These increases were partially offset by lower operating expenses in most areas due to cost reduction initiatives.

· Interest expense, net, remained consistent with prior year levels.

· Our effective tax rate increased to 38.5% from 38.3% in the prior year.  The increase is a result of an additional valuation allowance recorded against certain foreign tax loss carryforwards.

· Operating cash flow for 2010 was $7.1 million compared to $8.5 million in 2009.  Cash flow declined from prior year levels due primarily to an increase in accounts receivable levels as a result of sales growth and a reduction in accounts receivable sold under customer-sponsored sale programs.  Total debt outstanding as of March 27, 2010 was only $0.3 million.

Mr. Richard Berman, Chairman and Chief Executive Officer, said, "Strong demand for our core product lines along with continued growth from our New to the Aftermarket product lines were the primary drivers behind our double-digit sales growth.  Our second of three planned Dorman Guides will be released shortly with close to 50 formerly dealer-only parts available for the first time in the aftermarket.  We will continue to invest in our new product capabilities and look forward to sharing the new products generated by these investments with our customers and end users as the year progresses."

Dorman Products, Inc. is a leading supplier of OE Dealer "Exclusive" automotive replacement parts, automotive hardware, brake products, and household hardware to the Automotive Aftermarket and Mass Merchandise markets.  Dorman products are marketed under the Dorman (R), OE Solutions (TM), HELP! (R), AutoGrade (TM), First Stop (TM), Conduct-Tite (R), Symmetry (R) and Scan-Tech (R) brand names.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.  Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.  Factors that could cause actual results to differ materially include, but are not limited to, those factors discussed in the Company's 2009 Annual Report on Form 10-K under Item 1A - Risk Factors.

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per-share amounts)

	13 Weeks				13 Weeks
First Quarter (unaudited)	3/27/10		Pct.		3/28/09		Pct.
Net sales	$	98,976		100.0	$	86,431		100.0
Cost of goods sold		61,199 61.8		58,034		67.1
Gross profit		37,777		38.2		28,397		32.9
Selling, general and administrative expenses		22,078		22.3		20,934		24.3
Income from operations		15,699		15.9		7,463		8.6
Interest expense, net		65		0.1		81		0.1
Income before income taxes		15,634		15.8		7,382		8.5
Provision for income taxes		6,019		6.1		2,826		3.2
Net income	$	9,615		9.7	$	4,556		5.3
Earnings per share
Basic	$	0.54		-	$	0.26		-
Diluted	$	0.53		-	$	0.25		-
Average shares outstanding
Basic		17,689		-		17,643		-
Diluted		18,061		-		17,965		-

DORMAN PRODUCTS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

	3/27/10		12/26/09
Assets:
Cash and cash equivalents	$	15,926	$	10,626
Accounts receivable		99,149		88,164
Inventories		89,223		89,927
Deferred income taxes		12,849		12,620
Prepaid expenses		2,694		2,248
Total current assets		219,841		203,585
Property & equipment		25,319		25,218
Goodwill		26,553		26,553
Other assets		2,047		2,046
Total assets	$	273,760	$	257,402
Liability & Shareholders' Equity:
Current portion of long-term debt	$	90	$	90
Accounts payable		23,151		16,098
Accrued expenses and other		13,417		14,244
Total current liabilities		36,658		30,432
Long-term debt and other		2,983		2,941
Deferred income taxes		8,799		8,694
Shareholders' equity		225,320		215,335
Total Liabilities and Equity	$	273,760	$	257,402

Selected Cash Flow Information:

(in thousands)	13 Weeks (unaudited)
	3/27/10		3/28/09
Depreciation and amortization	$	1,924	$	1,890
Capital Expenditures	$	1,994	$	1,911