-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QuBd34sqKG8torJaLXeyBcDQtp1Ztv6hbce4/u71PRYYvTX2DtGHutTpusrJFJps 1WWikJjZrXwRQi8eMF+DeA== 0000910680-96-000380.txt : 19961224 0000910680-96-000380.hdr.sgml : 19961224 ACCESSION NUMBER: 0000910680-96-000380 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961223 EFFECTIVENESS DATE: 19961223 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18651 FILM NUMBER: 96685321 BUSINESS ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3102127910 MAIL ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 S-8 1 REGISTRATION STATEMENT ON FORM S-8 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- MOTORCAR PARTS & ACCESSORIES, INC. (Exact name of registrant as specified in its charter) New York 11-2153962 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2727 Maricopa Street, Torrance, California 90503 (Address of Principal Executive Offices) (Zip Code) 1994 STOCK OPTION PLAN (Full title of the plan) Mel Marks Chief Executive Officer MOTORCAR PARTS & ACCESSORIES, INC. 2727 Maricopa Street, Torrance, California 90503 (Name and address of agent for service) 310-212-7910 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2) - -------------------------------------------------------------------------------- Common Stock, par value $.01 per share.... 270,000 shares $ 14.1875 $ 3,830,625 $ 1,160.80 ================================================================================ Total 270,000 $ 3,830,625 $ 1,160.80 - -------------------------------------------------------------------------------- (1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such additional securities as may result from anti-dilution adjustments under the 1994 Stock Option Plan. (2) Estimated solely for the purpose of calculating the registration fee on the basis of, pursuant to Rule 457(c) and (h), the average of the high and low sales prices per share of the registrant's Common Stock on the NASDAQ National Market on December 16, 1996 with respect to 270,000 shares subject to future grant under the 1994 Stock Option Plan. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement on Form S-8 relates to shares of the Common Stock, par value $.01 per share (the "Common Stock"), of Motorcar Parts & Accessories, Inc. (the "Registrant"), which may be issued under the Registrant's 1994 Stock Option Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (File No. 33-93988) as previously filed with the Securities and Exchange Commission, covering 450,000 shares of Common Stock that may be issued pursuant to the Plan. This Registration Statement is being filed to register an additional 270,000 shares of the Registrant's Common Stock subject to issuance under the Plan. ITEM 8. EXHIBITS 5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to the Registrant, as to the legality of the securities being offered. 23.1 Consent of Richard A. Eisner & Company, LLP, Independent Auditors. 23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (contained in exhibit 5.1). 24.1 Power of Attorney (contained in the signature page to this Registration Statement). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Woodbury, State of New York, on the 9th day of September, 1996. MOTORCAR PARTS & ACCESSORIES, INC. By: /S/ MEL MARKS ---------------------------------- Mel Marks, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mel Marks and Richard Marks, and each of them, his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the prem ises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /S/ MEL MARKS Chairman of the Board of September 9, 1996 - ------------------------ Directors (principal executive Mel Marks officer) /S/ RICHARD MARKS President, Chief Operating September 9, 1996 - ------------------------ Officer and Director Richard Marks /S/ MURRAY ROSENZWEIG Director September 9, 1996 - ------------------------ Murray Rosenzweig /S/ MEL MOSKOWITZ Director September 10, 1996 - ------------------------ Mel Moskowitz /S/ SELWYN JOFFE Director September 9, 1996 - ------------------------ Selwyn Joffe /S/ PETER BROMBERG Chief Financial Officer September 9, 1996 - ------------------------ (principal financial and Peter Bromberg accounting officer) EXHIBIT INDEX Exhibit Number Page No. - ------ -------- *5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to the Company, as to the legality of the securities being offered. *23.1 Consent of Richard A. Eisner & Company, LLP, Independent Auditors. *23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit 5.1). *24.1 Power of Attorney (contained in the signature page to this Registration Statement). - ----------------------- * Filed herewith. EX-5 2 EX.5.01 - PCFK OPINION PARKER CHAPIN FLATTAU & KLIMPL, LLP [LETTERHEAD] December 20, 1996 Motorcar Parts & Accessories, Inc. 2727 Maricopa Street Torrance, CA 90503 Gentlemen: We have acted as counsel to Motorcar Parts & Accessories, Inc., a New York corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, relating to the offering of an additional 270,000 shares (the "Shares") of Common Stock, $.01 par value per share, to certain employees, consultants and directors of the Company issuable upon exercise of options which may from time to time be granted by the Company under its 1994 Stock Option Plan (the "Plan"). In connection with the foregoing, we have examined originals or copies satisfactory to us, of all such corporate records and of all such agreements, certificates and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates of officers or other representatives of the Company. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the Plan and the options upon exercise of which they become issuable, will be validly issued, fully paid and non-assessable (except for such liability as is provided in Section 630 of the New York Business Corporation Law). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP PARKER CHAPIN FLATTAU & KLIMPL, LLP EX-23 3 EX.23.01 - ACCOUNTANTS' CONSENT CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Motorcar Parts & Accessories, Inc. of our report dated May 17, 1996 which is in the annual report on Form 10-KSB for the year ended March 31, 1996. /s/ Richard A. Eisner & Company, LLP New York, New York December 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----