-----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, IDw5FPDJyrVdMqk24veLoykiq+VwxaBgTI+Xoaff+WbJsCJy11/ZSwQWOJI6/q9y vRquzS+Ei++93pQv6AJrkQ== 0000910680-99-000010.txt : 19990115 0000910680-99-000010.hdr.sgml : 19990115 ACCESSION NUMBER: 0000910680-99-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990114 EFFECTIVENESS DATE: 19990114 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: SEC FILE NUMBER: 333-70571 FILM NUMBER: 99506406 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 MOTORCAR PARTS & ACCESSORIES, INC. Registration No. 333- As filed with the Securities and Exchange Commission on January 14, 1998 - -------------------------------------------------------------------------------- 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) Richard Marks President 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) with a copy to: Gary J. Simon, Esq. Parker Chapin Flattau & Klimpl, LLP 1211 Avenue of the Americas New York, New York 10036 212-704-6374 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 240,000 shares $11.56 $2,774,400 $771.29 TOTAL 240,000 shares $2,774,400 $771.29 - -------------------------------------------------------------------------------- (1) Pursuant to Rule 416(b), there also shall 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 bid and asked prices per share of the registrant's Common Stock on the Nasdaq National Market on January 11, 1999 with respect to 240,000 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. 333-18651) as previously filed with the Securities and Exchange Commission, covering 720,000 shares of Common Stock that may be issued pursuant to the Plan. This Registration Statement is being filed to register an additional 240,000 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 City of New York, State of New York, on the 30th day of November, 1998. 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 premises, 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 Directors November 30, 1998 - ------------------------------ (principal executive officer) Mel Marks /s/ Richard Marks President, Chief Operating Officer November 30, 1998 - ------------------------------ and Director Richard Marks /s/ Peter Bromberg Chief Financial Officer (principal November 30, 1998 - ------------------------------ financial and accounting officer) Peter Bromberg /s/ Karen Brenner Director November 30, 1998 - ------------------------------ Karen Brenner Director November , 1998 - ------------------------------ Selwyn Joffe /s/ Mel Moskowitz Director November 30, 1998 - ------------------------------ Mel Moskowitz /s/ Murray Rosenzweig Director November 30, 1998 - ------------------------------ Murray Rosenzweig /s/ Gary J. Simon Secretary and Director November 30, 1998 - ------------------------------ Gary J. Simon
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-5.1 2 OPINION OF PARKER CHAPIN EXHIBIT 5.1 PARKER CHAPIN FLATTAU & KLIMPL, LLP 1211 Avenue of the Americas New York, NY 10036 (212) 704-6000 January 11, 1999 Motorcar Parts & Accessories, Inc. 2727 Maricopa Street Torrance, California 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 240,000 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 addition to shares previously registered on Form S-8. 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 to be issued pursuant to the exercise of options granted or to be granted under the Plan will be, when issued and paid for pursuant to the provisions of the Plan, validly issued, fully paid and non-assessable (subject to the provisions of 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-23.1 3 CONSENT OF RICHARD A. EISNER & COMPANY, LLP EXHBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 19, 1998 on our audit of the financial statements of Motorcar Parts & Accessories, Inc. for the year ended March 31, 1998 included in the annual report on Form 10-K for the year then ended. /s/ Richard A. Eisner & Company, LLP - ------------------------------- Richard A. Eisner & Company, LLP New York, New York January 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----