QuickLinks -- Click here to rapidly navigate through this documentAs filed with the Securities and Exchange Commission on February 19, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOTORCAR PARTS & ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other
jurisdiction of
incorporation or
organization) | | 11-2153962
(Employer
Identification No.) |
2929 California Street
Torrance, California 90503
(310) 212-7910
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices) |
MOTORCAR PARTS & ACCESSORIES, INC.
1994 STOCK OPTION PLAN
(Full title of the plan) |
Charles W. Yeagley
Chief Financial Officer
2929 California Street
Torrance, California 90503
(310) 212-7910
(Name, address, including zip code, and telephone number, including area code,
of agent for service) |
Copy to: |
Christina E. Melendi, Esq.
Riordan & McKinzie
300 South Grand Avenue
29th Floor
Los Angeles, California 90071
(213) 629-4824 |
CALCULATION OF REGISTRATION FEE
|
Title of each class of
securities to be
registered
| | Amount
to be
Registered(1)
| | Proposed
Maximum
Offering Price
Per Share(2)
| | Proposed
Maximum
Aggregate
Offering Price(2)
| | Amount of
Registration
Fee(2)
|
|---|
|
| Common Stock, par value $.01 per share | | 195,000 | | $2.55 | | $497,250 | | $46.00 |
|
- (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 pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices for the registrant's common stock as of the close of market on February 18, 2003.
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, as amended (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. 333-70571), as filed with the Securities and Exchange Commission (the "Commission") on January 14, 1999, the Registrant's Registration Statement on Form S-8 (File No. 333-18651) as filed with the Commission on December 23, 1992 and the Registrant's Registration Statement on Form S-8 (File No. 333-93988) as filed with the Commission on June 27, 1995, covering an aggregate of 960,000 shares of Common Stock that may be issued pursuant to the Plan. This Registration Statement is being filed to register an additional 195,000 shares of the Registrant's Common Stock subject to issuance under the Plan.
Item 8. Exhibits.
5.1 Opinion of Riordan & McKinzie, as to the legality of the common stock registered hereby.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Riordan & McKinzie (contained in exhibit 5.1).
24.1 Power of Attorney (included on page II-2).
99.1 Form of the Company's 1994 Stock Option Plan.
99.2 Form of the Company's Amendment No. 1 to the 1994 Stock Option Plan.
99.3 Form of the Company's Amendment No. 2 to the 1994 Stock Option Plan.
2
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 11th day of February, 2003.
| | | MOTORCAR PARTS & ACCESSORIES, INC. |
|
|
By: |
/s/ CHARLES W. YEAGLEY
Charles W. Yeagley
Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
| | Title(s)
| | Date
|
|---|
|
|
|
|
|
/s/ ANTHONY SOUZA
Anthony Souza | | President and Chief Executive Officer and Director (Principal Executive Officer) | | February 11, 2003 |
/s/ CHARLES W. YEAGLEY
Charles W. Yeagley |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
February 11, 2003 |
/s/ SELWYN JOFFE
Selwyn Joffe |
|
Chairman of the Board and Director |
|
February 11, 2003 |
/s/ MEL MARKS
Mel Marks |
|
Director |
|
February 11, 2003 |
/s/ MURRAY ROSENZWEIG
Murray Rosenzweig |
|
Director |
|
February 11, 2003 |
/s/ DOUGLAS HORN
Douglas Horn |
|
Director |
|
February 11, 2003 |
/s/ IRVING SIEGEL
Irving Siegel |
|
Director |
|
February 11, 2003 |
3
EXHIBIT INDEX
Exhibit
Number
| |
|
|---|
| 5.1 | | Opinion of Riordan & McKinzie, as to the legality of the common stock registered hereby. |
23.1 |
|
Consent of Grant Thornton LLP. |
23.2 |
|
Consent of Riordan & McKinzie (contained in exhibit 5.1). |
99.1 |
|
Form of the Company's 1994 Stock Option Plan. |
99.2 |
|
Form of the Company's Amendment No. 1 to the 1994 Stock Option Plan. |
99.3 |
|
Form of the Company's Amendment No. 2 to the 1994 Stock Option Plan. |
4
QuickLinks
INCORPORATION OF CERTAIN INFORMATION BY REFERENCESIGNATURESEXHIBIT INDEX
