dorm-8k_20200407.htm

Pennsylvania

000-18914

23-2078856

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

DORM

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Due to the emerging public health impact of the novel coronavirus outbreak (COVID-19), on April 7, 2020, the Board of Directors (the “Board”) of Dorman Products, Inc. (the “Company”) amended and restated the by-laws of the Company (the “Amended and Restated By-Laws”), effective immediately, to enable the Company to hold meetings of shareholders virtually, by means of any electronic communications technology, including the Internet, in addition to or instead of holding a meeting at a particular geographic location.

The foregoing description of the Amended and Restated By-Laws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

On April 8, 2020, the Company issued a press release providing a business update on COVID-19. Among other things, the press release indicated that, given the uncertainty surrounding the COVID-19 pandemic, the Company is withdrawing its fiscal 2020 financial guidance, which previously was provided on February 24, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information set forth in this Item (and incorporated by reference into Item 2.02 hereof), including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Exhibit Number	Description
3.2	Dorman Products, Inc. Amended and Restated By-Laws, as amended April 7, 2020.
99.1	Press Release dated April 8, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.