SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 13, 2013
DORMAN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|3400 East Walnut Street, Colmar, Pennsylvania||18915|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (215) 997-1800
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))|
Item 8.01 Other Events
On June 13, 2013, Steven L. Berman, Chairman and Chief Executive Officer of Dorman Products, Inc. (the Company), entered into a Rule 10b5-1 trading plan (the Plan) with a broker to manage the sale of up to 248,000 shares of the Companys common stock, subject to the terms and conditions of the Plan. The Plan will expire on December 31, 2013, unless renewed, extended, or terminated earlier by Mr. Berman.
Also on June 13, 2013, Mr. Berman, in his capacity as co-executor of the Estate of Richard Berman (the Estate), entered into a Rule 10b5-1 trading plan (the Estate Plan) with a broker to manage the sale of up to 248,000 shares of the Companys common stock, subject to the terms and conditions of the Estate Plan. The Estate Plan will also expire on December 31, 2013, unless renewed, extended, or terminated earlier by the co-executors of the Estate, including Mr. Berman.
Mr. Berman will have no control over the timing of stock sales under the either the Plan or the Estate Plan (collectively, the Plans), thereby allowing trades to occur exempt from blackout periods prescribed by the Companys Insider Trading Policy.
The Plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 allows corporate insiders to establish prearranged written stock plans. A Rule 10b5-1 plan must be entered into in good faith at a time when the insider is not aware of material, nonpublic information.
The Plans have been entered into solely for estate planning and diversification purposes. Mr. Berman has stated that the Plans are designed to monetize the equity positions held in the Company in a systematic, nondiscretionary manner with the goal of minimal market impact and compliance with regulations adopted by the Securities and Exchange Commission.
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.
|DORMAN PRODUCTS, INC.|
|Date: June 17, 2013||By:|
|Title:||Chief Financial Officer|