S-1MEF

As filed with the Securities and Exchange Commission on February 8, 2013

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOTORCAR PARTS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

New York	3714	11-2153962
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2929 California Street

Torrance, California 90503

(310) 212-7910

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael M. Umansky

General Counsel

Motorcar Parts of America, Inc.

2929 California Street

Torrance, California 90503

(310) 212-7910

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Steven B. Stokdyk

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071-1560

(213) 485-1234

Approximate date of commencement of proposed sale to the public:  From time to time on or after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ý      File No. 333-182075

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ý
Non-accelerated filer  ¨    (Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum aggregate offering price per share (1)		Proposed maximum aggregate offering price (1)		Amount of registration fee
Common Stock, $0.01 par value per share		5,975	$	6.93	$	41,406.75	$	5.65

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act and based upon a $6.93 per share average of high and low prices of the registrant's common stock as reported on the Nasdaq Global Market on February 6, 2013.  The registrant previously registered 1,936,000 shares of its common stock at a proposed maximum aggregate offering price of $8,266,820 on a Registration Statement on Form S-1 (File No. 333-182075), which was declared effective by the Securities and Exchange Commission on January 7, 2013.  In accordance with Rule 462(b) under the Securities Act, an additional 5,975 shares having a proposed maximum aggregate offering price of $41,406.75 are hereby registered.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, $0.01 par value per share (the “Common Stock”), of Motorcar Parts of America, Inc., a New York corporation (the “Company”), pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  The contents of the registration statement on Form S-1 (File No. 333-182075), initially filed by the Company with the Securities and Exchange Commission on June 12, 2012, as amended by Amendment No. 1 thereto filed on December 26, 2012, and which was declared effective on January 7, 2013, including the exhibits thereto, are incorporated herein by reference.  The 1,936,000 shares of the Common Stock previously registered by the Company were issued to selling securityholders on April 26, 2012 pursuant to the Subscription Agreement, dated April 20, 2012, between the selling securityholders and the Company.  The additional 1,459 and 4,516 shares of the Common Stock with respect to this registration statement will be issued to Blue Clay Capital Master Fund Ltd. and Grand Slam Capital Master Fund, Ltd., respectively, in February 2013 pursuant to the Registration Rights Agreement, dated April 20, 2012, between the selling securityholders and the Company in a private placement exempt from registration under the Securities Act in reliance upon Rule 506 of Regulation D.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

Unless the context requires otherwise, the words “we,” “us,” “our” and “Company” refer to Motorcar Parts of America, Inc. and its subsidiaries taken as a whole.  For purposes of this prospectus, the term “securityholders” shall refer to the holders of our common stock.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

All exhibits previously filed or incorporated by reference in the registrant’s registration statement on Form S-1 (File No. 333-182075), as amended by Amendment No. 1 thereto, are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following which are filed herewith:

Exhibit Number	Description
5.1	Opinion of Latham & Watkins LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of BDO Canada LLP.
23.3	Consent of Latham & Watkins LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-182075) initially filed with the Securities and Exchange Commission on June 12, 2012 and incorporated by reference herein).

II-1

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 this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on this 8th day of February, 2013.

MOTORCAR PARTS OF AMERICA, INC.
By:	/s/ Selwyn Joffe
	Selwyn Joffe
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on February 8, 2013.

Name	Title	Date
*		February 8, 2013
Selwyn Joffe	Chief Executive Officer and Director
	(Principal Executive Officer)
*		February 8, 2013
David Lee	Chief Financial Officer
	(Principal Financial Officer)
*		February 8, 2013
Kevin Daly	Chief Accounting Officer
	(Principal Accounting Officer)
*		February 8, 2013
Mel Marks	Director
*		February 8, 2013
Scott Adelson	Director
*		February 8, 2013
Rudolph Borneo	Director
*		February 8, 2013
Philip Gay	Director
*		February 8, 2013
Duane Miller	Director
*		February 8, 2013
Jeffrey Mirvis	Director

*By:	/s/ Michael Umansky
	Michael Umansky
	Attorney-in-fact

S-1

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Latham & Watkins LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of BDO Canada LLP.
23.3	Consent of Latham & Watkins LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-182075) initially filed with the Securities and Exchange Commission on June 12, 2012 and incorporated by reference herein).

EX-5.1

Exhibit 5.1

	355 South Grand Avenue
	Los Angeles, California  90071-1560
	Tel: +1.213.485.1234  Fax: +1.213.891.8763
	www.lw.com

	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Moscow
	Barcelona	Munich
February 8, 2013	Beijing	New Jersey
	Boston	New York
	Brussels	Orange County
	Chicago	Paris
	Doha	Riyadh
	Dubai	Rome
Motorcar Parts of America, Inc.	Frankfurt	San Diego
2929 California Street	Hamburg	San Francisco
Torrance, CA 90503	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Re: Registration Statement No. 333-182075 and Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended

Ladies and Gentlemen:

We have acted as special counsel to Motorcar Parts of America, Inc., a New York corporation (the “Company”), in connection with the resale from time to time by the selling securityholders named in the Registration Statement (as defined below) of up to 5,975 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share.  The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on June 8, 2012 (Registration No. 333-182075), as amended by Amendment No. 1 filed on December 26, 2012 (the “Initial Registration Statement”), and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Act (together with the Initial Registration Statement, the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the Business Corporation Law of the State of New York, and we express no opinion with respect to any other laws.

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the issue and sale of the Shares have been duly authorized by all necessary corporate action of the Company, and the Shares are validly issued, fully paid and nonassessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-182075) and related Prospectus of Motorcar Parts of America, Inc. for the registration of 1,936,000 shares of its common stock, incorporated by reference herein, and to the incorporation by reference therein of our reports dated September 28, 2012, with respect to the consolidated financial statements and schedule of Motorcar Parts of America, Inc. and the effectiveness of internal control over financial reporting of Motorcar Parts of America, Inc., included in its Annual Report (Form 10-K) for the year ended March 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

February 8, 2013

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Motorcar Parts of America, Inc.

Torrance, California

We consent to the incorporation by reference in this Registration Statement on Form S-1 of Motorcar Parts of America, Inc. (the “Company”), our reports dated August 23, 2011, June 30, 2010, except for the note 14 which is as of June 1, 2011, and July 10, 2009, except for note 13 which is as of June 1, 2011, relating to the combined financial statements of Fenwick Automotive Products Ltd. and Introcan Inc., included in the Company’s Current Reports on Form 8-K dated September 13, 2011 and Form 8-K/A dated July 22, 2011 for the years ended March 31, 2011, March 31, 2010 and March 31, 2009, respectively.

/s/ BDO Canada LLP

BDO Canada LLP

Chartered Accountants, Licensed Public Accountants

Mississauga, Canada

February 5, 2013