SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 1, 2000
MOTORCAR PARTS & ACCESSORIES, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 0-23538 11-2153962
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
2727 Maricopa Street, Torrance, California 90503
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 212-7910
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
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The Audit Committee of the Board of Directors of Motorcar
Parts & Accessories, Inc. (the "Company") has adopted a resolution authorizing
the dismissal of Richard A. Eisner & Company, LLP ("Eisner") as the Company's
independent accountants, effective upon management's notification of Eisner of
such dismissal and, concurrently with such dismissal, the engagement of Grant
Thornton LLP (Grant") as the Company's independent accountants for the three
fiscal years ending March 31, 2000.
On March 1, 2000, the Company dismissed Eisner and engaged
Grant as the Company's independent accountants. During the two most recent
fiscal years, and during the subsequent interim period preceding the decision to
change independent accountants, neither the Company nor anyone on its behalf
consulted Grant regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit report
that might be rendered on the Company's financial statements, and neither a
written report nor oral advice was provided to the Company by Grant with respect
to any such consultation.
Eisner audited the Company's annual financial statements as of
and for each of the fiscal years ended March 31, 1992 through 1998. Subject to
the discussion below, Eisner's audit reports on these financial statements did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles.
As previously announced by the Company, in the course of
preparing for the reporting of financial information for the fiscal year ended
March 31, 1999, certain accounting concerns came to the attention of senior
management and the Board of Directors and of Eisner. The Audit Committee
immediately commenced an investigation of the matter by promptly contacting
Eisner and determining that Eisner conduct, in conjunction with their year-end
audit, a comprehensive special investigation. On July 29, 1999, Eisner submitted
their report on the investigation to the Audit Committee. In addition, the Audit
Committee retained Hughes Hubbard & Reed LLP as special counsel to assist it in
continuing the investigation. On August 1, 1999, the Company announced that it
expected to restate its previously reported financial results for fiscal years
1997 and 1998, as well as for the nine-month period ended December 31, 1998. At
the same time, Eisner advised the Company that, as a result of certain findings
during the course of the investigation, they were withdrawing their audit report
with respect to the three-year period ended March 31, 1998 as a result of
information coming to their attention subsequent to the date of such report. In
addition, as a result of the investigation described above, Eisner indicated to
the Company that information had come to their attention that they concluded
materially impacted the fairness or reliability of either (i) previously issued
audit reports or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering fiscal 1999. The Company has
authorized Eisner to respond fully to any and all inquiries of Grant concerning
the subject matter of the foregoing.
The Company requested that Eisner complete certain procedures
that would be necessary in order to permit Eisner to complete Eisner's audit of
the Company's fiscal 1999 financial statements and determine whether Eisner
could reconsider the withdrawal of its audit report as discussed above.
Subsequently, the Company instructed Eisner not to proceed with certain audit
procedures that Eisner had planned and ultimately decided to replace Eisner with
Grant.
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Notwithstanding the reportable event referred to above, during
the Company's two most recent fiscal years, and in the subsequent interim
period, there have been no disagreements between the Company's management and
Eisner on any matters of accounting principles or practices, financial statement
disclosure or auditing scope and procedures which, if not resolved to the
satisfaction of Eisner, would have caused Eisner to make reference to the matter
in an audit report.
The Company has provided Eisner with a copy of this Report,
and has requested that Eisner furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the Company.
Such letter is attached hereto as Exhibit 16.
Item 5. Other Events.
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In light of the new engagement of Grant, the Company
anticipates, although there can be no assurance, that it will announce its
audited financial results for the current fiscal year before the end of June
2000.
The Company also announces certain recent management and Board
changes. Selwyn Joffe has been appointed by the Board as the Company's new
Chairman of the Board, which is a non-officer position. Mr. Joffe, who has been
a director of the Company since 1994, has served as President and Chief
Executive Officer of Wolfgang Puck Food Company, LP and Chief Executive Officer
of Eatertainment LLC, both of which entities are in the food and restaurant
business, and currently serves as President of Palace Entertainment, Inc., which
owns and operates amusement centers. Mr. Joffe also is a certified public
accountant and has a law degree from Emory University.
Anthony Souza, who joined the Company's management team in
September 1999, has been appointed as the Company's new President and Chief
Executive Officer. Mr. Souza most recently has been President and Chief
Executive Officer of Souza Enterprises, which invests in and manages
manufacturing and real estate entities. Prior thereto he was President and Chief
Operating Officer of Telacu Industries, Inc., a diversified holding company,
where he oversaw manufacturing, financial services and real estate concerns. He
also formerly worked as a certified public accountant at Deloitte Haskins &
Sells. Mr. Souza has been appointed to fill a vacancy on the Company's Board of
Directors.
Richard Marks, the Company's former President and Chief
Operating Officer, has resigned those offices and his directorship and has
entered into an employment arrangement with the Company in order to concentrate
on customer-related and strategic matters.
Michael Nelson has been appointed as the Company's new Chief
Financial Officer, replacing David Chaimowitz, who resigned in December 1999.
Mr. Nelson is a certified public accountant and most recently has been Vice
President of Finance and Controller at Consolidated Film Industries, Inc. and
Chief Financial Officer of HGP Industries/Downey Glass Corp., both of which
companies are manufacturing concerns. He also formerly worked as a Manager at
Price Waterhouse.
The Company also notes that it has received a Securities and
Exchange Commission subpoena for certain corporate documents in connection with
a pending investigation relating to the Company. The Company is cooperating
fully with the Commission in this matter.
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Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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Exhibits:
16. Letter of Richard A. Eisner & Company, LLP
re: change in certifying accountant
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
MOTORCAR PARTS & ACCESSORIES, INC.
Date: March 7, 2000 By:/s/ Anthony Souza
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Anthony Souza
President
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EXHIBIT INDEX
Exhibit
Number Description
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16. Letter of Richard A. Eisner & Company, LLP re: change in certifying
accountant.
Exhibit 16.
Richard A. Eisner & Company, LLP
March 7, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: Motorcar Parts & Accessories, Inc.
SEC File No. 0-23538
Ladies and Gentlemen:
We have read Item 4 of the Form 8-K of Motorcar Parts & Accessories, Inc. dated
March 1, 2000. We agree with the statements made in Item 4 relative to our firm.
Very truly yours,
/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
