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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Motorcar Parts and Associates Inc | NASDAQ:MPAA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.06 | -0.76% | 7.85 | 6.00 | 8.88 | 7.87 | 7.69 | 7.83 | 48,201 | 23:56:15 |
New York
|
11-2153962
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
|
Emerging growth company ☐
|
Item 1. |
Plan Information
|
Item 2. |
Registrant Information and Employee Plan Annual Information
|
Item 3. |
Incorporation of Documents by Reference
|
(a) |
our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 11, 2024;
|
(b) |
Amendment No.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 28, 2024;
|
(c) |
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 12, 2024;
|
(d) |
the description of our common stock contained on Exhibit 4.1 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,
filed with the SEC on August 9, 2022;
|
(e) |
our definitive proxy statement on Schedule 14A filed with the SEC on July 26, 2024; and
|
(f) |
definitive additional materials on Schedule 14A filed with the SEC on August 14, 2024.
|
Item 4. |
Description of Securities
|
Item 5. |
Interests of Named Experts and Counsel
|
Item 6. |
Indemnification of Directors and Officers
|
Item 7. |
Exemption from Registration Claimed
|
Item 8. |
Exhibits
|
|
Motorcar Parts of America, Inc. 2022 Incentive Award Plan, dated September 8, 2022 (incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed with the SEC on July 29, 2022)
|
|
First Amendment to Motorcar Parts of America, Inc. 2022 Incentive Award Plan, dated September 5, 2024 (incorporated by reference to Supplement Appendix A to the Registrant’s definitive additional materials on Schedule 14A filed with the
SEC on August 14, 2024)
|
||
Opinion of Latham & Watkins LLP
|
||
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
|
||
Consent of Ernst & Young
|
||
Power of Attorney (included on the signature page to this registration statement)
|
||
Filing Fee Table
|
Item 9. |
Undertakings
|
MOTORCAR PARTS OF AMERICA, INC.
|
||
By:
|
/s/ Selwyn Joffe
|
|
Selwyn Joffe
|
||
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Selwyn Joffe
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
Selwyn Joffe
|
||
/s/ David Lee
|
Chief Financial Officer (Principal Financial Officer)
|
|
David Lee
|
||
/s/ Kamlesh Shah
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
Kamlesh Shah
|
||
/s/ David Bryan
|
Director
|
|
David Bryan
|
||
/s/ Joseph Ferguson
|
Director
|
|
Joseph Ferguson
|
||
/s/ Philip Gay
|
Director
|
|
Philip Gay
|
||
/s/ F. Jack Liebau, Jr.
|
Director
|
|
F. Jack Liebau, Jr.
|
||
/s/ Jeffrey Mirvis
|
Director
|
|
Jeffrey Mirvis
|
||
/s/ Anil Shrivastava
|
Director
|
|
Anil Shrivastava
|
||
/s/ Douglas Trussler
|
Director
|
|
Douglas Trussler
|
||
/s/ Patricia Warfield
|
Director
|
|
Patricia Warfield
|
||
/s/ Barbara Whittaker
|
Director
|
|
Barbara Whittaker
|
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
|
||
FIRM / AFFILIATE OFFICES
|
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Austin
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Milan
|
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Beijing
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Munich
|
|
Boston
|
New York
|
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Brussels
|
Orange County
|
|
Century City
|
Paris
|
|
Chicago
|
Riyadh
|
|
Dubai
|
San Diego
|
|
Düsseldorf
|
San Francisco
|
|
Frankfurt
|
Seoul
|
|
November 12, 2024
|
Hamburg
|
Silicon Valley
|
Hong Kong
|
Singapore
|
|
Houston
|
Tel Aviv
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London
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Tokyo
|
|
Los Angeles
|
Washington, D.C.
|
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Madrid
|
||
Motorcar Parts of America, Inc.
2929 California Street
Torrance, California 90503
|
Re: |
Registration Statement on Form S-8 of Motorcar Parts of America, Inc.; 1,731,000 shares of Common Stock, par value $0.01 per share
|
November 12, 2024
Page 2
|
/s/ Ernst & Young LLP
|
|
Los Angeles, California
|
|
November 12, 2024
|
Security Type
|
Security
Class
Title
|
Fee
Calculation
Rule
|
Amount
Registered (1)
|
Proposed
Maximum
Offering
Price Per
Share
|
Maximum
Aggregate
Offering
Price
|
Fee Rate
|
Amount of
Registration
Fee
|
Equity
|
Common Stock, par value $0.01 per
share
|
Rule 457(c) and
Rule 457(h)
|
1,731,000(2)
|
$6.12(3)
|
$10,593,720
|
$153.10 per $1,000,000
|
$1,621.90
|
Total Offering Amounts
|
$10,593,720
|
$1,621.90
|
|||||
Total Fee Offsets
|
$— (4)
|
||||||
Net Fee Due
|
$1,621.90
|
(1) |
Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock
dividend, stock split, or similar transactions.
|
(2) |
Represents an additional 1,731,000 shares of our Common Stock available for future issuance under the Motorcar Parts of America, Inc. 2022 Incentive Award Plan, as amended.
|
(3) |
Estimated solely for purposes of calculating the registration fee pursuance to Rule 457(c) and 457 (h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s common stock as
reported on The Nasdaq Global Select Market on November 8, 2024.
|
(4) |
The Registrant does not have any fee offsets.
|
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