sc13dza

0000950129-05-011995.txt : 20051216 0000950129-05-011995.hdr.sgml : 20051216 20051215184154 ACCESSION NUMBER: 0000950129-05-011995 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS AMERICA 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44585 FILM NUMBER: 051267873 BUSINESS ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3109724057 MAIL ADDRESS: STREET 1: 2929 CALIFORNIA STREET CITY: TORRANCE STATE: CA ZIP: 90503 FORMER COMPANY: FORMER CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC DATE OF NAME CHANGE: 19940128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKS RICHARD CENTRAL INDEX KEY: 0000939553 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MOTORCAR PARTS & ACCESSORIES INC STREET 2: 2727 MARICOPA STREET CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3102127910 MAIL ADDRESS: STREET 1: 2727 MARICOPA STREET CITY: TORRANCE STATE: CA ZIP: 90503 SC 13D/A 1 a15312a3sc13dza.htm RICHARD MARKS FOR MOTORCAR PARTS OF AMERICA, INC. sc13dza


		OMBAPPROVAL
		OMB Number: 3235-0145
		Expires: December 31, 2005
		Estimated average burden
		hours per response ........ 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

MOTORCAR PARTS OF AMERICA, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

620071100

(CUSIP Number)

RICHARD MARKS, 13484 Bayliss Road, Los Angeles, CA 90049 (310) 476-9885

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 17, December 2, 2005

(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.l3d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the 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).

Persons who 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.

TABLE OF CONTENTS


SIGNATURES
Exhibit A


CUSIP No. 620071100


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


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

		(a)


		(b) X


3.		SEC Use Only


4.		Source of Funds (See Instructions) OO


5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(c) X


6.		Citizenship or Place of Organization California


Number of		7. Sole Voting Power 397,082

Shares Bene-
ficially by		8. Shared Voting Power 67,040 (1)

Owned by Each
Reporting		9. Sole Dispositive Power 397,082

Person With
		10. Shared Dispositive Power 67,040 (1)


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 464,122


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


13.		Percent of Class Represented by Amount in Row (11) 5.66%


14.		Type of Reporting Person (See Instructions)
		IN

Instructions for Cover Page

(1)		Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed — i.e., each person required to sign the schedule itself—including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).

(2)		If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-l(k)(l) in which case it may not be necessary to check row 2(b)].

(3)		The 3rd row is for SEC internal use; please leave blank.

1.		SECURITY AND ISSUER.

		This Amendment No. 3 to Schedule 13D (the “Statement”) is filed by Richard Marks in his individual capacity. This Statement relates to the common stock, par value $0.01 per share of Motorcar Parts of America, Inc., a New York corporation (the “Issuer”) and replaces the Statements on Schedule 13D and Schedule 13G previously filed by Richard Marks with respect to the Issuer. The address of the Issuer’s principal executive offices is 2929 California Street, Torrance, California 90503.

2.		IDENTITY AND BACKGROUND.

		Richard Marks is a United States citizen. The residential address of Richard Marks is 13484 Bayliss Road, Los Angeles, California 90049. Richard Marks does not currently have a principal occupation. In December 2003 and thereafter, the Securities and Exchange Commission (the “SEC”) and the United States Attorney’s Office brought actions against Richard Marks, who formerly served as the Issuer’s President and Chief Operating Officer. Richard Marks agreed to plead guilty to criminal charges, and on June 17,2005 he was sentenced to nine months in prison, nine months of home detention, 18 months of probation and fined $50,000. The incarceration period is to commence on December 20, 2005.

		In settlement of an SEC civil fraud action, Richard Marks consented to an injunction, paid disgorgement over $1.2 million and was permanently barred from serving as an officer or director of a public company.

		Richard Marks has previously reported his beneficial ownership on a short-form Schedule 13G; and a Form 13D filed with his father, Mel Marks, in October 2005.

		Other than as set forth above, Richard Marks has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

		Other than as set forth above, Richard Marks has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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.

3.		SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

		Not Applicable.

4.		PURPOSE OF TRANSACTION.

		Mr. Marks originally acquired his common stock for investment purposes.

		Mr. Marks has determined to operate individually and not in concert with any other person for the purpose of making decisions respecting the voting of his MPAA securities or his sale of MPAA securities.

		Mr. Marks does not have any plans or proposals which would result in: (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer other than those described in the 10b5-l Plan attached as an exhibit hereto; (b) any extraordinary corporate transactions; (c) any sale or transfer of material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter or bylaws; (h) any activity which would cause a class of the Issuer’s securities to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system; (i) termination of registration of the Issuer pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; (j) any action similar to any of those enumerated above.

5.		INTEREST IN SECURITIES OF THE ISSUER.

		The following table describes the number of shares of common stock of the Issuer and the percent of such common stock beneficially owned by Richard Marks. All percentages are based on 8,208,955 shares of MPAA common stock issued and outstanding as of November 17,2005.

		Richard Marks is presently the beneficial owner of 397,082 shares of the Issuer’s common stock.

		Richard Marks (i) directly has the power to vote, direct the vote, dispose and direct the disposition of 397,082 shares of the Common Stock (including 142,857 shares held by The Richard Marks Trust, of which Richard Marks is a Trustee) and (ii) may be deemed to beneficially own (and as a result indirectly have the power to vote, direct the vote, dispose and direct the disposition of) 67,040 shares held by Mr. Marks’ wife and sons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

		Richard Marks sold 40,000 shares of the Common Stock of MPAA in November and early December 2005. As a result Mr. Marks and his immediate family presently own 5.65% of the Issuser’s outstanding common shares.

6.		CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

		In October 2005, Richard Marks filed a Form 13 D jointly with his father, Mel Marks. Richard Marks as of the date hereof effectively disclaims any further commitment to the previously identified group consisting of Richard Marks and Mel Marks.


		On November 17,2005, Richard Marks filed a Rule 10b5-l Plan with respect to his securities of the Issuer. The Plan covered the potential sale of 95,000 shares of MPAA securities (about 1.1% of the outstanding shares of MPAA). The Plan will be in effect during the period November 2005 to November 17, 2006.

		After filing the Plan, Richard Marks sold 40,000 shares of the Common Stock of MPAA (about .5% of the shares of the Issuer) in open market transactions under SEC Rule 144.

		It is anticipated that during the future Richard Marks will, pursuant to his Rule 10b5-l Plan, sell additional shares pursuant to his own interests.

		Effective December 20,2005, it is anticipated that Richard Marks will report for incarceration to the appropriate federal correctional institution.

7.		MATERIAL TO BE FILED AS EXHIBITS

Rule 10b5-l Plan

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.


Dated: December 9, 2005		/s/ Richard Marks RICHARD MARKS

EX-99.A 2 a15312a3exv99wa.htm EXHIBIT A exv99wa

Exhibit A

Wachovia Securities, LLC
Rule 10b5-1 Trading Plan
(Stock Only)

This trading plan is entered into on November, 2005, between the undersigned to sell common stock of Motorcar Parts of America, Inc. (Company).

Implementation

You appoint us as your agent to sell these shares as described below and in compliance with Rule 10b5-l(c)(1) of the Securities Exchange Act of 1934, and we accept that appointment. As your agent, we are authorized to take any actions needed to implement this trading plan.

We will not execute any sales until after Nov. 17, 2005. We will cease selling shares on the earlier of Nov. 17, 2006, or the date that the total number of shares Sold is 95,000 Under no circumstances will the plan trading period be longer than two (2) years.

We will not sell these shares if we identify a market disruption, banking moratorium, or other crisis that could affect our ability to sell.

If we cannot sell shares on any particular transaction day, then (select one):

	o		We may sell such shares as soon as practicable on the immediately succeeding transaction day; however, in no event may such shares be sold later than the fourth business day after that particular transaction day.

	o		Our obligation to sell shares on that particular transaction day will be satisfied.

If any type of shortfall exists after the close of trading on the last transaction day of the plan trading period, then our authority to sell such shares will terminate.

Any daily trade amount or minimum sale price will be adjusted automatically and proportionately to take into account a stock split, reverse stock split or stock dividend.

Sale of Stock

You will deliver 95,690 shares of common stock (except shares underlying options) into an account with us, titled in your name.

A transaction day is (select one):

	o		Any day that the exchange where these shares are traded is open;

	þ		(insert any other criteria or conditions) any trading day for the Bulletin Board 20,000 shares to end of November 2005, 20,000 shares during Dec. 2005.

We will sell these shares on each transaction day, subject to the following pricing restrictions (select one):

	o		We will not sell any shares at a price of less than $9.00 per share (before deducting commissions and other expenses of sale);

	o		No pricing restrictions; or

	o		(insert any other pricing restrictions)

We will sell the following number of shares on each transaction day (select one):

	o		shares;

	þ		(insert any other criteria or conditions) your discretion, sales should not be in a manner which unduly affects the market.

Restricted Stock

If these shares are restricted stock under Rule 144 of the Securities Act of 1933, you will complete and deliver to us a Rule 144 Seller’s Representation Letter (attached as Exhibit A) and a Form 144 on request. Form 144 will contain the following footnote: “The shares covered by this Form 144 are being sold pursuant to a Rule 10b5-l trading plan dated Nov. 17, 2005, and the representation below regarding the seller’s knowledge of material information is as of the adoption of that plan.” We will file Form 144 on your behalf for shares sold under this trading plan.

You represent that these shares are eligible for sale under Rule 144, and you agree that you will not do anything that would make them ineligible. Any volume limitations under Rule 144 must be complied with at the time of sale, If you have taken action to sell other securities of the Company, then you must notify us. Such sales may preclude us from selling under this plan.

D.		Your Representations to Us

1.		You are not aware of any inside information concerning the Company, and if you later become aware of such information, you will not communicate the information to us. You are entering into this plan in good faith, with no intent to evade compliance with the securities laws.

2.		These shares are not subject to any liens or other limitations on sale other than those that may be imposed by Rule 144 under the Securities Act of 1933.

3.		You will notify us as soon as possible if an event occurs that would prohibit any sale of these shares (such as a legal, accounting, or regulatory restriction, a change in control of the Company, or a recapitalization of the Company’s stock). Such notice must indicate the duration of the restriction, but must not include any information that would violate insider trading laws.

4.		This trading plan does not violate (a) any law, (b) any agreement binding on you, or (c) any judgment, order or decree of any governmental body, agency or court having Jurisdiction over you.

5.		You will make no other arrangement involving these shares.

6.		You will promptly file as required under Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934.

7.		Except as specified in Section B of this plan, you do not have, and will not attempt to exercise, any influence over sales under this plan.

8.		You have given the Company an opportunity to review this plan. The Company has acknowledged the existence of this plan and that it does not violate any insider trading policy of the Company.

9.		You have consulted with your own advisors on legal, tax, business, or financial aspects of this plan and have not relied on us in connection with adopting it.

10.		You will notify us immediately in writing if any of these representations becomes false.

E.		Termination

1.		This trading plan will be is terminated by:

	a.		Completion of all sales contemplated under this plan; or

	b.		Either of us at any time, with at least thirty (30) days’written notice; or

	c.		Our receipt of a notice regarding (i) an event that would prohibit or restrict sales, (ii) your bankruptcy or insolvency, or (iii) your death.

Any termination under subsection (b) or (c) of this section will require you to enter into a new Rule 10b5-1 plan with us to continue your trading arrangement.

2.		Whenever you do not have insider information about the Company, you can modify this agreement by executing a new Rule 10b5-1 trading plan.

F.		Indemnification; Limitation of Liability

1.		You agree to indemnify and hold harmless us, and our directors, officers, employees, agents and affiliates, against any claims (including any expenses we incur) with respect to any lawsuit, Investigation, or other proceeding based on the transactions contemplated under this plan, except for expenses incurred by you as a result of our gross negligence or willful misconduct. This indemnification will survive termination of the plan.

2.		Neither we nor any of our directors, officers, employees, agents or affiliates will be liable to you or any other person or entity:

	a.		As a result of actions taken or not taken by any of us under this plan, except in the case of our gross negligence or willful misconduct;

	b.		For special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind; or

	c.		For any failure to perform, or to cease performance, that results from a circumstance beyond our control.

G.		General

1.		You will pay us $ per share sold.

2.		In addition to the General Account Agreement and Disclosure Document, this trading plan constitutes the entire agreement between us and supersedes any previous agreements or understandings. If the terms of this plan conflict with the terms of the General Account Agreement and Disclosure Document, this plan win govern.

3.		You may not assign or delegate your rights and obligations under this plan without our written permission. We may assign this trading plan to our affiliates with written notice to you.

You and the Company will provide all notices to us either by facsimile at or by certified mail at the following address:


		Wachovia, Securities, LLC




		Attn:

5.		This plan may be signed in counterparts, each of which will be an original, with the same effect as if the signatures on all counterparts were on the same document.

6.		If any provision of this plan becomes inconsistent with any applicable law or regulation, that provision will be modified or rescinded as needed to comply with the law or regulation. All other provisions will remain in effect.

7.		This trading plan will be governed by the laws of the Commonwealth of Virginia, exclusive of its choice of law rules.

IN WITNESS WHEREOF, we have entered into this trading plan as of the date written above.


CLIENT		WACHOVIA SECURITIES, LLC

Signature:	/s/ Richard Marks	By:

Print Name:	Richard Marks	Print Name:

		Title: Financial Advisor

		By:

		Print Name:

		Title: Branch Manager


Acknowledged by:

(Name of Company)
By:

Print Name:

Title:

EXHIBIT A

FORM OF RULE 144 SELLER REPRESENTATION LETTER


First Clearing, LLC		Date: (mm/dd/yyyy)
10700 Wheat First Drive
Post Office Box 6600
Glen Allen. Virginia 23058-6600

Ladies and Gentlemen.

In connection with my request that you sell for my account, under a Rule 10b5-1 trading plan. securities of MPAA (the “Company”), I represent to you that.

1.		If the securities are considered “restricted” under Rule 144, at least one year has elapsed since I acquired the securities from the Company. If I purchased the securities, they have been fully paid for at least one year.

2.		I have provided you with a Form 144 Notice of Proposed Sale of Securities pursuant to Rule 144, which you will file on my behalf with the SEC before or when you place any order to sell. All statements that I have made and information on the form are true and correct in all respects.

3.		I will not make any payment except to you in connection with the execution of an order to sell, and you will receive from me normal brokers’ commission.

4.		I have not directly or indirectly pursued orders to buy in connection with the proposed sale, and I will not do so.

5.		I do not intend to sell additional securities of the same class through any other means, either individually or as part of a group.

6.		During the past three months, the amount of securities of the same class sold by all “persons,” as defined in Rule 144, whose sales are required to be taken into consideration was Zero This amount does not exceed the greater of either (a) or (b) below:

	a.		One percent (1%) of the total outstanding class of shares of the Company’s stock.

	b.		The average weekly trading volume of the Company’s stock on all national securities exchanges (Nasdaq Included) during the four weeks preceding the filing of my Form 144 notice with the SEC.

7.		I believe that the Company has complied with the reporting requirements of Rule 144.

8.		I understand that the transfer agent’s delay in transferring the securities may delay the payment of the proceeds of the sale.

9.		I consent to First Clearing, LLC communicating and conferring with the Company, its attorney, and its transfer agent in connection with my order, and I understand that the proceeds of sale may not be paid until the securities have been transferred into the name of First Clearing, LLC.

10.		I understand that in effecting the sale of securities in this manner, you are relying on the truth and accuracy of the information in this letter and in my Form 144 notice. I agree to indemnify and hold harmless you and your affiliates, including your respective officers, directors, employees, agents and assigns, against any claims (including legal fees) incurred by you or your affiliates arising out of the sale and transfer of the securities.


		/s/ Richard Marks

		Signature

		5576 4030 Account Number

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents