UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report: February 23, 2007
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DORMAN PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-18914 23-2078856
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3400 East Walnut Street, Colmar, PA, 18915
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 215-997-1800
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Not Applicable
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(Former name of 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 (see General Instruction A.2. below):
|_|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))
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Item 2.02. Results of Operation and Financial Condition.
The information being furnished in this Item 2.02 and in Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference in any filing
under the Securities Act of 1933, as amended or the Exchange Act except as shall
be expressly set forth by specific reference in such filing.
On February 23, 2007, Dorman Products, Inc. (the "Company") issued a
press release announcing its operating results for the fourth quarter and year
ended December 30, 2006. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On February 22, 2007, the Board of Directors of Dorman Products, Inc.
(the "Company") adopted Amended and Restated Bylaws. A summary of the changes
to the by-laws follows:
- In May 2006, the Company changed its name from R&B, Inc. to Dorman
Products, Inc. The by-laws have been amended to reflect the change.
- The by-laws are amended throughout to allow the Company's Board
of Directors to permit shareholders to participate in shareholder
meetings via "other electronic means" including, without limitation,
the Internet. This change reflects advances in technology that have
occurred since the adoption of the original by-laws in September of
1990.
- Under amended Section 2-9, shareholders intending to submit director
nominations or other proposals not governed by Rule 14a-8 of the
Securities Exchange Act of 1934 will have "at least ninety (90) days
prior to the date one year from the date of the immediately preceding
annual meeting of shareholders" to submit such nominations or other
proposals.
- Amended Section 3-10 makes clear that the Chairman (or Vice-Chairman
if any) presides over each meeting of the Board of Directors and
shall have other powers and duties as assigned by the Board. The
by-laws did not contain such a provision.
A copy of the Amended and Restated Bylaws is attached hereto as Exhibit
3.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
3.1 Amended and Restated Bylaws Dated February 22, 2007.
99.1 Press Release dated February 23, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Dorman Products, Inc. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dorman Products, Inc.
Dated: February 23, 2007 By: /s/ Mathias J. Barton
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Mathias J. Barton
Chief Financial Officer and
Principal Accounting Officer
EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release Dated February 23, 2007
99.2 Amended and Restated Bylaws Dated February 22, 2007