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): May 18, 2007
Motorcar Parts of America, Inc.
(Exact name of registrant as specified in its charter)
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| New York
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0-23538
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11-2153962 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 2929 California Street Torrance California
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90503 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (310) 972-4005
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 (see General Instructions
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 May 18, 2007, Motorcar Parts of America, Inc. (the “Company”) entered into a securities
purchase agreement and a registration rights agreement with certain accredited investors for the
private placement of approximately 3.64 million shares of the Company’s common stock at a price of $11.00 per share
for anticipated aggregate gross proceeds of $40,061,000. In connection therewith, the Company
agreed to issue warrants to purchase up to 546,283 shares of its common stock, at an exercise price
of $15.00 per share. The warrants are five-year warrants that are callable by the Company under
certain conditions. The shares and warrants will be issued in a private placement pursuant to an
exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder. Pursuant to the terms of the registration rights
agreement, the Company has agreed to cause a resale registration statement covering the shares,
including the shares issuable upon exercise of the warrants, to be filed on or prior to July 31,
2007. Roth Capital Partners, LLC acted as placement agent for the private placement. The
transaction is further described in the press release issued by the Company on May 18, 2007, a copy
of which is filed herewith as Exhibit 99.1.
The foregoing description is only a summary and is qualified in its entirety by reference to
the aforementioned transaction documents contained in Exhibits 10.1, 10.2, 10.3 and 10.4, each of
which is incorporated herein by reference.
Item 3.02 — Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this current report on Form 8-K is hereby
incorporated by reference into this Item 3.02.
Item 8.01 — Other Events
Under
its credit agreement with Union Bank of California, N.A., the Company is subject to certain loan
covenants. On May 16, 2007, in connection with the private placement financing described under
Item 1.01 of this current report on Form 8-K, Union Bank notified the Company that the bank has agreed to
waive certain violations of those covenants subject to the closing of the financing.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit |
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Description |
10.1
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Securities Purchase Agreement among the Company and the
investors identified on the signature pages thereto, dated as
of May 18, 2007. |
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10.2
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Registration Rights Agreement among the Company and the
investors identified on the signature pages thereto, dated as
of May 18, 2007. |
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10.3
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Engagement Letter by and between the Company and Roth Capital
Partners, LLC, dated as of May 18, 2007. |
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10.4
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Form of Warrant to be issued by the Company to the investors
in connection with the May 2007 Private Placement. |
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99.1
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Press Release of the Company issued on May 18, 2007. |