Form 8-K U.S. Auto Parts Network, For: Apr 02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) April 2, 2018
U.S. AUTO PARTS NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33264 | 68-0623433 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
16941 Keegan Avenue, Carson, CA 90746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (424) 702-1455
N/A
(Former name or former address, if changed since last report)
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)) |
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). | |
Emerging growth company | ¨ |
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. ¨ | |
Item 7.01. Regulation FD Disclosure.
On April 2, 2018, U.S. Auto Parts Network, Inc. (the “Company”) issued a press release announcing that it has filed a lawsuit against the United States Department of Homeland Security in the United States Court of International Trade. The lawsuit asserts that the United States Customs and Border Protection, an agency of the Department of Homeland Security, has been wrongfully seizing automotive grilles being imported by the Company into the United States on the basis that the grilles are allegedly “counterfeit” and infringe trademarks held by the original automobile manufacturers. The Company seeks to remove overly burdensome bond requirements arising from the wrongful seizures and intends to vigorously defend its right to sell aftermarket automotive grilles under well-established trademark doctrines. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 and in Item 9.01 and in Exhibit 99.1 attached to this report is being furnished to the Securities and Exchange Commission 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 liability of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | ||
SIGNATURES
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.
Dated: April 2, 2018 | U.S. AUTO PARTS NETWORK, INC. | |||||
By: | /s/ Neil T. Watanabe | |||||
Neil T. Watanabe | ||||||
Chief Financial Officer | ||||||
US Auto Parts Seeks to Protect the Right of Consumers to Purchase Aftermarket Automotive Grilles
CARSON, Calif. - April 2, 2018 - U.S. Auto Parts Network, Inc. (NASDAQ: PRTS), one of the largest online providers of aftermarket automotive parts and accessories, has filed a lawsuit against the United States Department of Homeland Security in the U.S. Court of International Trade.
The lawsuit filed today asserts that the United States Customs and Border Protection, an agency of the Department of Homeland Security, has been wrongfully seizing automotive grilles being imported by U.S. Auto Parts on the basis that the grilles are allegedly “counterfeit” and infringe trademarks held by the original automobile manufacturers. U.S. Auto Parts intends to vigorously defend its right to sell aftermarket automotive grilles under well-established trademark doctrines.
U.S. Auto Parts CEO Aaron Coleman commented: “While the number of seized automotive grilles currently represents less than one percent of our overall revenue and product assortment, we are taking this action to remove overly burdensome bonding requirements arising from the wrongful seizures. We will defend our right to sell these products as we believe U.S. Auto Parts has a responsibility to our stockholders and customers to continue providing an affordable means to buy aftermarket automotive grilles.”
About US Auto Parts
Established in 1995, U.S. Auto Parts is a leading online provider of automotive aftermarket parts, including collision, engine, and performance parts and accessories. Through the Company’s network of websites, U.S. Auto Parts provides consumers with a broad selection of competitively priced products, all mapped by a proprietary database with applications based on vehicle makes, models and years. U.S. Auto Parts’ flagship websites include www.autopartswarehouse.com, www.carparts.com, and www.jcwhitney.com, as well as the Company’s corporate website at www.usautoparts.net.
Safe Harbor Statement
This press release contains statements which are based on management's current expectations, estimates and projections, as well as certain assumptions made by the Company. These statements are forward looking statements for the purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Words such as "anticipates," "could," "expects," "intends," "plans," "potential," "believes," "predicts," "projects," "seeks," "estimates," "may," "will," "would," "will likely continue" and variations of these words or similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, the Company’s ability to defend its right to sell aftermarket automotive grilles, the Company’s ability to remove overly burdensome bonding requirements, and the Company’s ability to continue providing consumers with an affordable means to buy aftermarket auto grilles. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, and in particular the outcome of the Company’s litigation with the United States Department of Homeland Security. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.
Important factors that may cause such a difference include, but are not limited to, the timing, expense and outcome of the Company’s litigation with the United States Department of Homeland Security, and any other factors discussed in the Company's filings with the Securities and Exchange Commission (the "SEC"), including the Risk Factors contained in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.usautoparts.net and the SEC's website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements in this release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. Unless otherwise required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.
Company Contact:
U.S. Auto Parts Network, Inc.
Neil Watanabe, Chief Financial Officer
424-702-1455 x127
Investor Relations:
Liolios Group, Inc.
Sean Mansouri or Cody Slach
949-574-3860