Registration No. 333-
As filed with the Securities and Exchange Commission on January 14, 1998
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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)
Richard Marks
President
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)
with a copy to:
Gary J. Simon, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
212-704-6374
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 240,000 shares $11.56 $2,774,400 $771.29
TOTAL 240,000 shares $2,774,400 $771.29
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(1) Pursuant to Rule 416(b), there also shall 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 bid
and asked prices per share of the registrant's Common Stock on the
Nasdaq National Market on January 11, 1999 with respect to 240,000
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. 333-18651) as
previously filed with the Securities and Exchange Commission, covering 720,000
shares of Common Stock that may be issued pursuant to the Plan. This
Registration Statement is being filed to register an additional 240,000 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).
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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 New York, State of New York, on the 30th day of
November, 1998.
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 premises, 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Mel Marks Chairman of the Board of Directors November 30, 1998
- ------------------------------ (principal executive officer)
Mel Marks
/s/ Richard Marks President, Chief Operating Officer November 30, 1998
- ------------------------------ and Director
Richard Marks
/s/ Peter Bromberg Chief Financial Officer (principal November 30, 1998
- ------------------------------ financial and accounting officer)
Peter Bromberg
/s/ Karen Brenner Director November 30, 1998
- ------------------------------
Karen Brenner
Director November , 1998
- ------------------------------
Selwyn Joffe
/s/ Mel Moskowitz Director November 30, 1998
- ------------------------------
Mel Moskowitz
/s/ Murray Rosenzweig Director November 30, 1998
- ------------------------------
Murray Rosenzweig
/s/ Gary J. Simon Secretary and Director November 30, 1998
- ------------------------------
Gary J. Simon
</TABLE>
<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.
EXHIBIT 5.1
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 704-6000
January 11, 1999
Motorcar Parts & Accessories, Inc.
2727 Maricopa Street
Torrance, California 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 240,000 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 addition to shares
previously registered on Form S-8.
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 to be issued pursuant to the exercise of options granted or to
be granted under the Plan will be, when issued and paid for pursuant to the
provisions of the Plan, validly issued, fully paid and non-assessable (subject
to the provisions of 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
EXHBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated May 19, 1998 on our audit of the financial
statements of Motorcar Parts & Accessories, Inc. for the year ended March 31,
1998 included in the annual report on Form 10-K for the year then ended.
/s/ Richard A. Eisner & Company, LLP
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Richard A. Eisner & Company, LLP
New York, New York
January 11, 1999
