As filed with the Securities and Exchange Commission on November 12, 2024.
Registration No. 333-[ ● ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Motorcar Parts of America, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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New York
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11-2153962
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2929 California Street
Torrance, California 90503
(310) 212-7910
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office)
Motorcar Parts of America, Inc. 2022 Incentive Award Plan
(Full title of the plan(s))
Juliet Stone
General Counsel
Motorcar Parts of America, Inc.
2929 California Street
Torrance, California 90503
(310) 212-7910
Copies of all correspondence to:
Steven B. Stokdyk, Esq.
Latham & Watkins LLP
10250 Constellation Blvd., Suite 1100
Los Angeles, California 90067
(424) 653-5500
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by Motorcar Parts of America, Inc. (referred to herein as “our,” “we,” “us,” “the Company” and “the Registrant”) pursuant to General Instruction E to Form
S-8 to register 1,731,000 shares of our common stock, par value $0.01 per share (“Common Stock”), issuable to our eligible employees, consultants and directors under our 2022 Incentive Award Plan (as amended and restated, the “Plan”).
We previously registered 924,200 shares of Common Stock for issuance under the Plan by a registration statement on Form S-8 (File No. 333-268273) filed with the U.S. Securities and Exchange Commission (the “SEC”) on
November 9, 2022 (the “Prior Registration Statement”). On July 25, 2024, the Company’s Board of Directors increased the authorized number of shares under the Plan from 924,200 to 2,655,200, which the Company’s stockholders approved on September 5,
2024.
The contents of the Prior Registration Statement are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the Prior Registration Statement, by
the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan Information
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Not required to be filed with this Registration Statement.
| Item 2. |
Registrant Information and Employee Plan Annual Information
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Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference
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The following documents, which were filed by the Registrant with the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
incorporated herein by reference:
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our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 11, 2024;
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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;
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our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 12, 2024;
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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;
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| (e) |
our definitive proxy statement on Schedule 14A filed with the SEC on July 26, 2024; and
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definitive additional materials on Schedule 14A filed with the SEC on August 14, 2024.
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In addition, all documents filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Unless expressly indicated, a Current Report furnished to the SEC on Form 8-K pursuant to Item 2.02 or Item 9.01 shall not be incorporated by reference into this Registration Statement.
| Item 4. |
Description of Securities
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Not required to be filed with this Registration Statement.
| Item 5. |
Interests of Named Experts and Counsel
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Not required to be filed with this Registration Statement.
| Item 6. |
Indemnification of Directors and Officers
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Not required to be filed with this Registration Statement.
| Item 7. |
Exemption from Registration Claimed
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Not required to be filed with this Registration Statement.
| Item 8. |
Exhibits
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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)
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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)
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Opinion of Latham & Watkins LLP
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Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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Consent of Ernst & Young
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Power of Attorney (included on the signature page to this registration statement)
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Filing Fee Table
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* Filed herewith.
| Item 9. |
Undertakings
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 on Form S-8 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 12th day of November 2024.
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MOTORCAR PARTS OF AMERICA, INC.
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By:
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/s/ Selwyn Joffe
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Selwyn Joffe
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Chief Executive Officer
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The undersigned directors and officers of Motorcar Parts of America, Inc. hereby constitute and appoint Selwyn Joffe and Juliet Stone each with full power to act with full power of substitution and
resubstitution, as our true and lawful attorneys-in-fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this
Registration Statement and to file the same, with all exhibits and other documents relating thereto and any registration statement relating to any offering made pursuant to this Registration Statement, and hereby ratify and confirm all that such
attorney-in-fact or his or her substitute shall lawfully do or cause to be done by virtue hereof.
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 November 12, 2024.
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Signature
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Title
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/s/ Selwyn Joffe
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Chief Executive Officer and Director (Principal Executive Officer)
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Selwyn Joffe
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/s/ David Lee
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Chief Financial Officer (Principal Financial Officer)
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David Lee
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/s/ Kamlesh Shah
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Chief Accounting Officer (Principal Accounting Officer)
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Kamlesh Shah
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/s/ David Bryan
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Director
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David Bryan
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/s/ Joseph Ferguson
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Director
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Joseph Ferguson
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/s/ Philip Gay
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Director
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Philip Gay
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/s/ F. Jack Liebau, Jr.
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Director
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F. Jack Liebau, Jr.
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/s/ Jeffrey Mirvis
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Director
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Jeffrey Mirvis
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/s/ Anil Shrivastava
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Director
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Anil Shrivastava
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/s/ Douglas Trussler
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Director
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Douglas Trussler
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/s/ Patricia Warfield
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Director
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Patricia Warfield
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/s/ Barbara Whittaker
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Director
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Barbara Whittaker
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