Form 8-K

DORMAN PRODUCTS, INC.

Date: June 17, 2013

/s/ Matthew Kohnke

Matthew Kohnke

Chief Financial Officer

0001193125-13-261104.txt : 20130617 0001193125-13-261104.hdr.sgml : 20130617 20130617150632 ACCESSION NUMBER: 0001193125-13-261104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130613 ITEM INFORMATION: Other Events FILED AS OF DATE: 20130617 DATE AS OF CHANGE: 20130617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dorman Products, Inc. CENTRAL INDEX KEY: 0000868780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 232078856 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18914 FILM NUMBER: 13916552 BUSINESS ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 BUSINESS PHONE: 2159971800 MAIL ADDRESS: STREET 1: 3400 E WALNUT ST CITY: COLMAR STATE: PA ZIP: 18915 FORMER COMPANY: FORMER CONFORMED NAME: R & B INC DATE OF NAME CHANGE: 19930328 8-K 1 d555607d8k.htm FORM 8-K Form 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): June 13, 2013

DORMAN PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

000-18914

23-2078856

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


3400 East Walnut Street, Colmar, Pennsylvania		18915
(Address of principal executive offices)		(Zip Code)

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

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))

Item 8.01 Other Events

On June 13, 2013, Steven L. Berman, Chairman and Chief Executive Officer of Dorman Products, Inc. (the “Company”), entered into a Rule 10b5-1 trading plan (the “Plan”) with a broker to manage the sale of up to 248,000 shares of the Company’s common stock, subject to the terms and conditions of the Plan. The Plan will expire on December 31, 2013, unless renewed, extended, or terminated earlier by Mr. Berman.

Also on June 13, 2013, Mr. Berman, in his capacity as co-executor of the Estate of Richard Berman (the “Estate”), entered into a Rule 10b5-1 trading plan (the “Estate Plan”) with a broker to manage the sale of up to 248,000 shares of the Company’s common stock, subject to the terms and conditions of the Estate Plan. The Estate Plan will also expire on December 31, 2013, unless renewed, extended, or terminated earlier by the co-executors of the Estate, including Mr. Berman.

Mr. Berman will have no control over the timing of stock sales under the either the Plan or the Estate Plan (collectively, the “Plans”), thereby allowing trades to occur exempt from “blackout periods” prescribed by the Company’s Insider Trading Policy.

The Plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate insiders to establish prearranged written stock plans. A Rule 10b5-1 plan must be entered into in good faith at a time when the insider is not aware of material, nonpublic information.

The Plans have been entered into solely for estate planning and diversification purposes. Mr. Berman has stated that the Plans are designed to monetize the equity positions held in the Company in a systematic, nondiscretionary manner with the goal of minimal market impact and compliance with regulations adopted by the Securities and Exchange Commission.

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 hereunto duly authorized.