0000912057-01-535296.txt : 20011019 0000912057-01-535296.hdr.sgml : 20011019 ACCESSION NUMBER: 0000912057-01-535296 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44585 FILM NUMBER: 1758124 BUSINESS ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3102127910 MAIL ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKS MEL CENTRAL INDEX KEY: 0000938945 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MOTORCAR PARTS & ACCESSORIES INC STREET 2: 144 WOODBURY ROAD CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163672610 MAIL ADDRESS: STREET 1: 144 WOODBURY ROAD CITY: WOODBURY STATE: NY ZIP: 11797 SC 13D 1 a2060944zsc13d.htm SC 13D Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.         )*


Motorcar Parts & Accessories, Inc.
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

6 20071 10 0
(CUSIP Number)

Mel Marks
c/o Motorcar Parts & Accessories
2929 California Street
Torrance, CA 90503
Telephone: (310) 212-7910

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

September 10, 2001
(Date of Event which Requires Filing of this Statement)

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / /

    Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

    *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.        

1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

 

Mel Marks

2.   Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)  Not applicable

 

 

(b)

 

 

 

 

3.   SEC Use Only

4.   Source of Funds (See Instructions)   PF

5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

6.   Citizenship or Place of Organization   United States

Number of   7.   Sole Voting Power   2,149,431
   
Shares   8.   Shared Voting Power   -0-
   
Beneficially   9.   Sole Dispositive Power   2,149,431
   
Owned by
Each Reporting
Person With
  10.   Shared Dispositive Power   -0-

11.   Aggregate Amount Beneficially Owned by
Each Reporting Person
  2,149,431

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.   Percent of Class Represented by Amount in Row (11)   27.0%

14.   Type of Reporting Person (See Instructions)    

 

 

IN

 

 

 

 
   

 

 



 

 



 

 



 

 


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Item 1.  Security and Issuer

    This statement relates to shares of the Common Stock, par value $.01 per share (the "Common Stock"), of Motorcar Parts & Accessories, Inc., a New York corporation (the "Issuer"). The address of the Issuer is 2929 California Street, Torrance, California 90503.

Item 2.  Identity and Background

    The business address of Mel Marks is c/o Motorcar Parts & Accessories, Inc., 2929 California Street, Torrance, California 90503. The present principal occupation or employment of Mr. Marks is a consultant and director of the Issuer. Mr. Marks is a citizen of the United States of America. During the last five years, Mr. Marks has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

    Pursuant to a Stock Purchase Agreement, dated as of November 30, 2000, a copy of which is attached as Exhibit 1 hereto, Mr. Marks purchased 1,500,000 shares of Common Stock with personal funds in the aggregate amount of $1,500,000. The price per share was set at $1.00. The valuation firm that the Issuer hired to evaluate the fairness of the transaction concluded that this price per share was fair to the Issuer's shareholders from a financial point of view. The fairness of the transaction was evaluated as of November 30, 2000, the date that Mr. Marks agreed to purchase the shares.

Item 4.  Purpose of Transaction

    Mr. Marks acquired the Common Stock to assist the Issuer to pay a portion of a settlement agreement in connection with a class action suit. The shares of Common Stock were issued to Mr. Marks on September 10, 2001 after the settlement of the class action suit was completed. Mr. Marks holds the securities of the Issuer for investment purposes. Mr. Marks has no plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

    (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

    (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

    (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

    (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

    (e) Any material change in the present capitalization or dividend policy of the issuer;

    (f)  Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

    (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

    (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

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    (i)  A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

    (j)  Any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

    (a) Amount Beneficially Owned by each Reporting Person and Percent of Class:

        Mr. Marks is the beneficial owner of 2,149,431 shares of Common Stock consisting of 2,149,431 shares of Common Stock.

    (b) Voting and Dispositive Power:

        Mr. Marks may be deemed to have (i) sole voting and dispositive power with respect to 2,149,431 shares of Common Stock and (ii) shared voting and dispositive power with respect to no shares of Common Stock.

    (c) Other Transactions:

        Within the past sixty days, Mr. Marks effected transactions in the class of securities reported as described in Item 3 of this Schedule.

    (d) Interests in Other Persons:

        No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

    (e) Date Upon Which the Reporting Person Ceased to be the Beneficial Owner of More Than Five Percent of Class:

        Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

    None

Item 7.  Material to Be Filed as Exhibits

  Exhibit 1   Stock Purchase Agreement, dated November 30, 2000, between the Issuer and Mr. Marks.

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Signature

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    October 8, 2001

Date    
    /s/ Mel Marks

Signature    
    Mel Marks

Name/Title    

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

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EX-1 3 a2060944zex-1.htm EXHIBIT 1 Prepared by MERRILL CORPORATION
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EXHIBIT I

STOCK PURCHASE AGREEMENT

(See Attached.)


EXHIBIT I


STOCK PURCHASE AGREEMENT

    This Stock Purchase Agreement is made as of this 28th day of February, 2001, between Motorcar Parts & Accessories, Inc., a New York corporation (the "Company"), and Mel Marks ("Purchaser"), a resident of the State of Florida.


RECITALS

    Purchaser, a stockholder of the Company, desires to purchase additional shares of common stock of the Company;

    On November 30, 2000, the Company informed Purchaser that it required an immediate commitment of $1,500,000 to fund settlement of a pending securities class action lawsuit against the Company, and Purchaser committed to providing these funds.

    The Company has authorized 20,000,000 shares of its Common Stock par value $.01 per share;

    NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.  SUBSCRIPTION AND REPRESENTATIONS BY PURCHASER

    1.1 Subject to the terms and conditions hereinafter set forth, Purchaser hereby subscribes for and agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, shares of Common Stock (the "Shares") of the Company. The total purchase price for the Shares shall be $1.5 million, payable by certified or bank check made payable to "Motorcar Parts & Accessories, Inc.," or by wire transfer to an account designated by the Company in writing. The Company shall deposit and maintain such funds in an interest bearing account and shall not use any portion of such funds for any reason other than to effect the settlement of the class action litigation referred to in Paragraphs 2.1(e) and 2.2(d) of this Agreement. The Company will issue up to 1,500,000 shares of Common Stock to Purchaser, at a per share price of $1.00. This price is subject to the fairness opinion set forth in Paragraph 2.1(d) hereof. If such fairness opinion concludes that the price of the Common Stock should be greater than $1.00 per share, then the purchase price shall be the amount determined to be "fair," as set forth in the fairness opinion provided for in Section 2.1(d) of this Agreement, but in no event shall the maximum aggregate purchase price exceed $1.5 Million. The certificates representing the Shares, duly executed by the Company, will be delivered in accordance with Paragraph 4 of this Agreement.

    1.2 Purchaser recognizes that (i) the purchase of the Shares involves a high degree of risk, (ii) an investment in the Company is highly speculative; (iii) he may not be able to liquidate his investment; (iv) transferability of the Shares is extremely limited; and (v) in the event of a disposition of the Shares, Purchaser could sustain the loss of his entire investment.

    1.3 Purchaser represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), and that he is able to bear the economic risk of this investment.

    1.4 Purchaser hereby acknowledges that, as a director of the Company, he has access to all material information regarding the Company.

    1.5 Purchaser hereby acknowledges that this offering of the Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC"). Purchaser represents that the Shares are being purchased for his own account, and not with a view to or for resale in connection with any

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distribution or public offering in a manner which would violate the Act. Purchaser agrees that he will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available.

    1.6 The certificates evidencing the Shares shall bear the following legend:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT THE RULES AND REGULATIONS THEREUNDER."

2.  CLOSING DOCUMENTS

    2.1  Conditions to Company's Obligations.  The Company's obligation to sell the Shares shall be subject to the satisfaction of the following conditions:

        (a)  Representations and Warranties True.  Purchaser's representations and warranties contained in this Agreement shall be true at and as of the Delivery Date, as if made on and as of such date.

        (b)  Compliance with This Agreement.  Purchaser shall have performed and complied with all agreements, covenants and conditions contained herein, which are required to be performed or complied with by Purchaser, on or before the Delivery Date.

        (c)  Litigation.  No federal or state court of competent jurisdiction or other federal or state governmental body shall have issued an order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the sale of the Shares.

        (d)  Fairness Opinion.  Houlihan Lokey Howard & Zukin, or another valuation firm or investment banking firm reasonably acceptable to the Company, shall have issued its opinion to the effect that the purchase of the Shares is fair to the Company's shareholders (both as to structure and price) from a financial point of view as of November 30, 2000.

        (e)  Settlement of Class Action Litigation.  The Company shall have entered into settlement agreements with its insurance carrier and with the members of the plaintiffs in the securities class action case entitled Joseph L. Shalant IRA on behalf of himself and others similarly situated, Plaintiff v. MotorCar Parts & Accessories, Inc., et al., Defendants; and such agreements shall have received the preliminary approval of the United States Federal District Court.

    2.2  Conditions to Purchaser's Obligations.  The Purchaser's obligation to purchase the Shares shall be subject to the satisfaction of the following conditions:

        (a)  Representations and Warranties True.  The Company's representations and warranties contained in this Agreement shall be true at and as of the Delivery Date.

        (b)  Compliance with This Agreement.  The Company shall have performed and complied with all agreements, covenants and conditions contained herein, which are required to be performed or complied with by the Company, on or before the Delivery Date.

        (c)  Litigation.  No federal or state court of competent jurisdiction or other federal or state governmental body shall have issued an order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the sale of the Shares.

        (d)  Settlement of Class Action Litigation.  The Company shall have entered into settlement agreements with its insurance carrier and with the members of the plaintiffs in the securities class action case entitled Joseph L. Shalant IRA on behalf of himself and others similarly situated,

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    Plaintiff v. MotorCar Parts & Accessories, Inc., et al., Defendants and such agreements shall have received the preliminary approval of the United States Federal District Court.

3.  REPRESENTATIONS BY THE COMPANY

    3.1 The Company represents and warrants to Purchaser that:

        (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

        (b) The execution, delivery and performance of this Agreement by the Company and all other actions required to authorize and effect the offer and sale of the Shares have been duly approved by the Board of Directors of the Company. This Agreement is the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally, and by general equitable principles.

        (c) The Shares have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be duly issued, fully paid and nonassessable.

        (d) The Company has not received any offer for the purchase of the Shares on terms more favorable than this Agreement.

4.  ISSUANCE OF SHARES

    Share Delivery Date.  The Shares shall be issued and delivered to Purchaser on the later of February 28, 2001 or one business day after the date that the conditions set forth in Sections 2.1(e) and 2.2(d) are satisfied (the "Delivery Date"), and Company shall use its best efforts to obtain all necessary consents and approvals to effect such delivery prior to February 28, 2001.

5.  RESCISSION

    In the event that the settlement agreements referenced in Sections 2.1(e) and 2.2(d) are not finally approved by the United States District Court within three hundred (300) days from the date hereof, either the Company or Purchaser may rescind this Agreement, and in such event, Purchaser shall immediately deliver the Shares to the Company and the Company shall forthwith return $1.5 Million, plus an amount equal to the interest earned by the Company on such $1.5 Million, to Purchaser.

6.  MISCELLANEOUS

    6.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by fax, personal delivery, registered or certified mail, return receipt requested, or overnight courier, addressed to the Company at its principal office, 2727 Maricopa Street, Torrance, CA 90503, and to Purchaser at the address indicated by his name on the last page of this Agreement. Notices shall be deemed to have been given upon receipt if by fax or personal delivery, two days after the date of mailing if by regular U.S. mail and one day if by overnight courier next day deliver, except notices of change of address or fax number, which shall be deemed to have been given when received.

    6.2 This Agreement shall not be changed, modified or amended except by a writing signed by Purchaser and the Company.

    6.3 This Agreement shall be binding upon and insure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any kind.

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    6.4 This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

    6.5 The Company and Purchaser acknowledge and agree that they have been represented by legal counsel of their choice. The Company shall reimburse Purchaser promptly for all reasonable attorney fees incurred by Purchaser in connection with the negotiation and preparation of this Agreement.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.


 

 

COMPANY:
MOTORCAR PARTS & ACCESSORIES, INC.

 

 

 

 

 

 

 

By:

 

/s/ 
ANTHONY SOUZA   
Anthony Souza
President

 

 

 

 

 
    PURCHASER:

 

 

 

 

 

 

 

By:

 

/s/ 
MEL MARKS   
Mel Marks
17906 Aberdeen Way
Boca Raton, FL 33496
(561) 477-3213

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EXHIBIT I STOCK PURCHASE AGREEMENT (See Attached.)
STOCK PURCHASE AGREEMENT
RECITALS