Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MOTORCAR PARTS & ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
New York 11-2153962
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2727 Maricopa Street, Torrance, California 90503
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full title of the plan)
Mel Marks
Chief Executive Officer
MOTORCAR PARTS & ACCESSORIES, INC.
2727 Maricopa Street, Torrance, California 90503
(Name and address of agent for service)
310-212-7910
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
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Common Stock,
par value $.01
per share.... 270,000 shares $ 14.1875 $ 3,830,625 $ 1,160.80
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Total 270,000 $ 3,830,625 $ 1,160.80
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the 1994 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(c) and (h), the average of the high
and low sales prices per share of the registrant's Common Stock on the
NASDAQ National Market on December 16, 1996 with respect to 270,000
shares subject to future grant under the 1994 Stock Option Plan.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-8 relates to shares of the
Common Stock, par value $.01 per share (the "Common Stock"), of Motorcar Parts &
Accessories, Inc. (the "Registrant"), which may be issued under the Registrant's
1994 Stock Option Plan (the "Plan"). Pursuant to General Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-93988) as
previously filed with the Securities and Exchange Commission, covering 450,000
shares of Common Stock that may be issued pursuant to the Plan. This
Registration Statement is being filed to register an additional 270,000 shares
of the Registrant's Common Stock subject to issuance under the Plan.
ITEM 8. EXHIBITS
5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to
the Registrant, as to the legality of the securities being
offered.
23.1 Consent of Richard A. Eisner & Company, LLP, Independent
Auditors.
23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (contained
in exhibit 5.1).
24.1 Power of Attorney (contained in the signature page to this
Registration Statement).
<PAGE>
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 town of Woodbury, State of New York, on the 9th day of
September, 1996.
MOTORCAR PARTS & ACCESSORIES, INC.
By: /S/ MEL MARKS
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Mel Marks, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mel Marks and Richard Marks, and each of
them, his true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the prem ises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
SIGNATURE TITLE DATE
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/S/ MEL MARKS Chairman of the Board of September 9, 1996
- ------------------------ Directors (principal executive
Mel Marks officer)
/S/ RICHARD MARKS President, Chief Operating September 9, 1996
- ------------------------ Officer and Director
Richard Marks
/S/ MURRAY ROSENZWEIG Director September 9, 1996
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Murray Rosenzweig
/S/ MEL MOSKOWITZ Director September 10, 1996
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Mel Moskowitz
/S/ SELWYN JOFFE Director September 9, 1996
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Selwyn Joffe
/S/ PETER BROMBERG Chief Financial Officer September 9, 1996
- ------------------------ (principal financial and
Peter Bromberg accounting officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Page No.
- ------ --------
*5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to
the Company, as to the legality of the securities being
offered.
*23.1 Consent of Richard A. Eisner & Company, LLP, Independent
Auditors.
*23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (contained
in Exhibit 5.1).
*24.1 Power of Attorney (contained in the signature page to this
Registration Statement).
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* Filed herewith.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
[LETTERHEAD]
December 20, 1996
Motorcar Parts & Accessories, Inc.
2727 Maricopa Street
Torrance, CA 90503
Gentlemen:
We have acted as counsel to Motorcar Parts & Accessories, Inc., a New
York corporation (the "Company"), in connection with a Registration Statement on
Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, relating to the offering
of an additional 270,000 shares (the "Shares") of Common Stock, $.01 par value
per share, to certain employees, consultants and directors of the Company
issuable upon exercise of options which may from time to time be granted by the
Company under its 1994 Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined originals or
copies satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies or facsimiles. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued and paid for in accordance with the Plan and the options
upon exercise of which they become issuable, will be validly issued, fully paid
and non-assessable (except for such liability as is provided in Section 630 of
the New York Business Corporation Law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Motorcar Parts & Accessories, Inc. of our
report dated May 17, 1996 which is in the annual report on Form 10-KSB for the
year ended March 31, 1996.
/s/ Richard A. Eisner & Company, LLP
New York, New York
December 18, 1996
