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): February 6, 2008
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 CA
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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:
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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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2008, David Lee was appointed as the registrant’s chief financial officer and
principal financial officer. Mervyn McCulloch, the registrant’s former chief financial officer,
will assume a newly established position as the registrant’s chief acquisitions officer. At the
same time, Kevin Daly was appointed as the registrant’s chief accounting officer, a newly
established position, and principal accounting officer.
David Lee, 38, has served as the registrant’s vice president of finance and strategic planning
since January 2006, focusing primarily on financial management and strategic planning. His primary
responsibilities as chief financial officer will be treasury, budgeting and financial management.
From August 2002 until he joined the registrant in 2005, he served as corporate controller of
Palace Entertainment, an amusement and waterpark organization. Prior to this, Mr. Lee held various
corporate controller and finance positions for several domestic companies and served in the audit
department of Deloitte & Touche LLP. A certified public accountant, he earned a Bachelor of Arts
degree in economics from the University of California, San Diego, and a Masters in Business
Administration degree from the University of California Los Angeles Anderson School of Management.
Kevin Daly, 48, has served as the registrant’s vice president and controller since January
2006 and has been primarily responsible for overseeing the registrant’s accounting operations. In
his new position as chief accounting officer, he will be primarily responsible for managing the
registrant’s accounting functions, preparing its financial statements and overseeing internal
control systems. From May 2000 until he joined the registrant in 2006, he served as corporate
controller for Leiner Health Products, Inc, a private label manufacturer of vitamins and over-the
counter pharmaceutical products. His earlier experience includes serving in a variety of finance
and controller positions for companies including Dexter Corporation, FMC Corporation and Biologic
Systems Corporation. A certified public accountant, Mr. Daly also served with Laventhol & Horwath,
an accounting firm. He earned a Bachelor of Science degree in accounting from the University of
Illinois and a Masters in Business Administration degree from the University of Chicago.
In connection with his new position as chief acquisitions officer, the registrant entered into
a letter agreement with Mr. McCulloch whereby his current pay and benefits will remain unchanged,
except that Mr. McCulloch will be entitled to: (i) a proportionate bonus for the fiscal year ended
March 31, 2008 for his services to the registrant as chief financial officer during that period so
long as bonuses are generally paid to the registrant’s other executives; (ii) the right to earn
certain bonuses in his position as chief acquisitions officer for the successful consummation of
specified acquisitions, the amount and terms of which shall be agreed to in writing by the
registrant’s chief executive officer; and (iii) six months’ notice or the payment of six months of
his then current pay (or a combination thereof) in lieu of such notice in the event of termination
of his employment with the registrant for any reason. A copy of this letter agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 7, 2008, the registrant issued a press release announcing these appointments. A
copy of the registrant’s press release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Letter Agreement between Motorcar Parts of America, Inc. and Mervyn
McCulloch dated February 6, 2008. |
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99.2
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Press Release of Motorcar Parts of America, Inc., dated February 7, 2008. |