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 26, 2012

Motorcar Parts of America, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	001-33861	11-2153962
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2929 California Street, Torrance CA	90503
(Address of Principal Executive Offices)	(Zip Code)

(310) 212-7910

(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))

Item 1.01    Entry into a Material Definitive Agreement

On April 26, 2012, Motorcar Parts of America, Inc. (the “Company”) closed the sale of 1,936,000 shares of common stock to accredited investors in a private placement exempt from registration under the Securities Act in reliance upon Rule 506 of Regulation D for a purchase price of $7.75 per share (the “Private Placement”), pursuant to a Subscription Agreement and a Registration Rights Agreement dated April 20, 2012.  The Private Placement raised aggregate gross proceeds of approximately $15 million for the Company. A press release was issued on April 26, 2012 announcing the transaction, a copy of which is filed as an exhibit to this Form 8-K.

Item 3.02    Unregistered Sales of Equity Securities

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 9.01    Financial Statements and Exhibits

d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated April 26, 2012.

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 thereunto duly authorized.

	Motorcar Parts of America, Inc.
Date: April 27, 2012	By:	/s/ Michael M. Umansky
		Michael M. Umansky  Vice President and General Counsel

EX-99.1

Exhibit 99.1

CONTACT:                Gary S. Maier

                                     Maier & Company, Inc

                                     (310) 442-9852

MOTORCAR PARTS OF AMERICA CLOSES $15 MILLION PRIVATE PLACEMENT

LOS ANGELES, CA – April 26, 2012 – Motorcar Parts of America, Inc. (Nasdaq:MPAA) today announced it has closed a private placement of common stock, raising $15.0 million in gross proceeds.

Under the terms of the financing announced last week, the company issued an aggregate 1,936,000 shares of common stock at a price of $7.75 per share.  Motorcar Parts of America will use the proceeds to enhance the integration of its Fenco Automotive Products acquisition and for general corporate purposes to support the company’s growth.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors.  Reference is also made to the Risk Factors set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2011 and in its Forms 10-Q filed  with the SEC thereafter for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

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