8-K: Current report
Published on
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): May 15,
2008
Dorman
Products, Inc.
(Exact
name of Registrant as Specified in Charter)
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Pennsylvania
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000-18914
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23-2078856
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3400 East Walnut Street,
Comar, Pennsylvania 18915
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (215)
997-1800
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Not Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 Other
Events.
Dorman
Products, Inc., (the “Company”) issued a press release on May 15, 2008,
announcing that the Company has sold the assets of its catalytic converter
business to Eastern Manufacturing, Inc. (“Eastern Catalytic”) and entered into a
joint venture agreement with Eastern Catalytic to mutually develop, manufacture
and distribute an integrated exhaust manifold and converter product
line. Total proceeds from the sale are expected to be equal to
approximately the book value of the assets on the Company’s financial
statements. The Company expects to record severance and shutdown
expenses of approximately $0.3 million as a result of the sale.
Under the
terms of the joint venture agreement, the Company and Eastern Catalytic will
co-develop and market a line of integrated exhaust manifolds and catalytic
converters for the traditional, retail and export automotive
channels. In addition, the arrangement will enable the Company to
offer Eastern Catalytic’s full line of direct fit catalytic converters to the
automotive aftermarket. The Company will continue to maintain its
Canadian distribution facility for its Dorman-branded line of automotive
aftermarket products.
A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The
information in set forth in Item 8.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report on Form 8-K will not be incorporated by
reference into any registration statement or other document filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated by reference.
Forward
looking statements in this Current Report on Form 8-K are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those projected. Readers are cautioned not to place undue reliance on
these forward looking statements which speak only as of the date
hereof. Factors that could cause actual results to differ materially
include, but are not limited to, those factors discussed in the Company=s
2007 Annual Report on Form 10-K under “Item 1A - Risk
Factors.”
Item 9.01 Financial
Statements and Exhibits.
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99.1
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Press
Release titled Dorman Product announces Sale of Product Line and Joint
Venture with Eastern Manufacturing, Inc. dated May 15,
2008
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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 thereunto
duly authorized.
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Dorman
Products, Inc.
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Date:
May 16, 2008
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By:
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/s/ Mathias
Barton
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Name:
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Mathias
Barton
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
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No.
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Description
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Press
Release titled Dorman Product Announces Sale of Product Line and Joint
Venture with Eastern Manufacturing,
Inc.
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