0001140361-12-037687.txt : 20120820 0001140361-12-037687.hdr.sgml : 20120818 20120817204748 ACCESSION NUMBER: 0001140361-12-037687 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120813 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120820 DATE AS OF CHANGE: 20120817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33861 FILM NUMBER: 121043772 BUSINESS ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3109724015 MAIL ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS AMERICA INC DATE OF NAME CHANGE: 20040112 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC DATE OF NAME CHANGE: 19940128 8-K 1 form8k.htm MOTORCAR PARTS OF AMERICA, INC 8-K 8-13-2012 form8k.htm
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): August 13, 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)
(Commission File Number)
(IRS Employer Identification No.)


2929 California Street, Torrance CA
90503
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (310) 212-7910

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:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 13, 2012, Motorcar Parts of America, Inc. (the “Registrant”) received a notice from the NASDAQ Stock Market indicating that the Registrant is not in compliance with NASDAQ listing rules because its Form 10-Q for the quarter ended June 30, 2012 was not timely filed.  The notice, which the Registrant expected, was issued in accordance with standard NASDAQ procedures as a result of the delayed filing. Timely filing of periodic reports is a requirement for continued listing under NASDAQ Marketplace Rule 5250(c)(1).
 
The delay in filing is due to the Registrant’s inability to timely process the financial information for the quarter and to present it to its independent registered public accounting firm for review and comment.  The delay in processing this information is a result of the Registrant’s acquisition of Fenwick Automotive Products Limited and related companies in May 2011.  This has consequently delayed the filing of the Registrant’s Form 10-Q for the quarter ended June 30, 2012.
 
The Registrant is focusing significant efforts on completing the processing of this information and expects to file its Form 10-K for the year ended March 31, 2012 in the near future.  The Registrant also expects to file its Form 10-Q for the quarter ended June 30, 2012 shortly after the filing of its Form 10-K for the year ended March 31, 2012.
 
The NASDAQ notice directs the Registrant to submit a plan to regain compliance with the continuing listing requirements by August 28, 2012.  The Registrant expects to address the notice by filing its Forms 10-K and 10-Q and submitting a required compliance plan within such timeframe.
 
A copy of the press release relating to this issue is attached as Exhibit 99.1 and is incorporated herein by reference.
 
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this Form 8-K that are not historical facts, including but not limited to, statements regarding the time for the Registrant to regain compliance with the Nasdaq listing rules, are forward-looking statements based on the Registrant’s current expectations and beliefs concerning future developments and their potential effects on the Registrant. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the Registrant) and are subject to change based upon various factors.  Reference is also made to the Risk Factors set forth in the Registrant’s Form 10-K Annual Report filed with the Securities and Exchange Commission (the “SEC”) in June 2011 and in its Forms 10-Q filed with the SEC thereafter for additional risks and uncertainties facing the Registrant. The Registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
 
Item 9.01. Financial Statements and Exhibits

 
(d)
Exhibits

99.1 Press Release dated August 17, 2012.

 
 
 

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.


 
MOTORCAR PARTS OF AMERICA, INC.
   
   
Date: August 17, 2012
/s/ Michael M. Umansky
 
Michael M. Umansky 
 
Vice President and General Counsel 

 
 
 

EXHIBIT INDEX
 
 
Press Release dated August 17, 2012
 
 
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
Exhibit 99.1

Motorcar Parts of America Receives Notice From NASDAQ Due to Delayed Filing of Form 10-Q

LOS ANGELES, Aug. 17, 2012 (GLOBE NEWSWIRE) -- Motorcar Parts of America, Inc. (Nasdaq:MPAA) today announced it received a notice from the NASDAQ Stock Market indicating that the company is not in compliance with NASDAQ listing rules because its Form 10-Q for its fiscal 2013 first quarter ended June 30, 2012 was not timely filed. The notice, which the company expected, was issued in accordance with standard NASDAQ procedures as a result of the delayed filing. Timely filing of periodic reports is a requirement for continued listing under NASDAQ Marketplace Rule 5250(c)(1).

The delay in filing is due to the company's inability to timely process the financial information for the fiscal year as a result of the company's acquisition of Fenwick Automotive Products Limited and related companies in May 2011. This consequently has delayed the filing of the company's fiscal 2013 first quarter Form 10-Q.

The company is focusing significant efforts on completing the processing of this information and expects to file its Form 10-K for the fiscal year ended March 31 in the near future. The company also noted that it expects to file its fiscal 2013 first quarter report shortly thereafter.

The NASDAQ notice directs the company to submit a plan to regain compliance with the continued listing requirements by August 28, 2012. The company expects to address the notice by filing its Forms 10-K and 10-Q and submitting a required compliance plan.

About Motorcar Parts of America

Motorcar Parts of America, Inc. is a remanufacturer of alternators and starters utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Through its wholly owned subsidiary Fenco Automotive Products, the company also offers a broad line of under-the-car products – including brakes, steering and driveline. Motorcar Parts of America's products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with remanufacturing facilities located in California, Mexico, Malaysia, and administrative offices located in California, Tennessee, Mexico, Canada, Singapore and Malaysia. Additional information is available at www.motorcarparts.com.

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, including but not limited to, statements regarding the timing for the company to regain compliance with the NASDAQ listing rules, 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.

CONTACT:
Gary S. Maier
Maier & Company, Inc.
(310) 442-9852


Source: Motorcar Parts of America