0001140361-17-035311.txt : 20170913 0001140361-17-035311.hdr.sgml : 20170913 20170913155352 ACCESSION NUMBER: 0001140361-17-035311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170908 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170913 DATE AS OF CHANGE: 20170913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] 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: 171083204 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 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): September 8, 2017
 
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, California
 
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:

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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
Item 3.02.          Unregistered Sales of Equity Securities.

On September 8, 2017, Motorcar Parts of America, Inc. (the “Company”) received an exercise notice for 516,129 shares of the Company’s voting common stock, par value $0.01 per share (“Common Stock”) to Wanxiang America Corporation (“Wanxiang”) upon the exercise in full of a warrant held by Wanxiang. The warrant gave Wanxiang the right to purchase up to 516,129 shares of Common Stock with an exercise price equal to $7.75.

Wanxiang paid the Company $3,999,999.75 for the exercise in accordance with the terms of the warrant, which was exercised in full and is no longer outstanding.

The shares of Common Stock will be issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving any public offering. The resale of such securities issued to Wanxiang upon the exercise of the warrant has been registered on a Post-Effective Amendment to Form S-1 filed on March 3, 2014.
 
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: September 13, 2017
By: /s/ Michael M. Umansky
  
 
Michael M. Umansky
  
 
Vice President and General Counsel