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As Of Filer Filing For·On·As Docs:Size 3/08/23 CarParts.com, Inc. 10-K 12/31/22 70:8.5M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.15M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 31K
3: EX-21.1 Subsidiaries List HTML 25K
4: EX-23.1 Consent of Expert or Counsel HTML 21K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
14: R1 Document and Entity Information HTML 89K
15: R2 Consolidated Balance Sheets HTML 122K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 31K
17: R4 Consolidated Statements of Operations and HTML 105K
Comprehensive Operations
18: R5 Consolidated Statements of Stockholders' Equity HTML 135K
19: R6 Consolidated Statements of Cash Flows HTML 144K
20: R7 Summary of Significant Accounting Policies and HTML 87K
Nature of Operations
21: R8 Fair Value Measurements HTML 27K
22: R9 Property and Equipment, Net HTML 51K
23: R10 Borrowings HTML 33K
24: R11 Stockholders' Equity and Share-Based Compensation HTML 114K
25: R12 Net Loss Per Share HTML 47K
26: R13 Income Taxes HTML 134K
27: R14 Commitments and Contingencies HTML 112K
28: R15 Employee Retirement Plan and Deferred Compensation HTML 29K
Plan
29: R16 Product Information HTML 51K
30: R17 Summary of Significant Accounting Policies and HTML 136K
Nature of Operations (Policies)
31: R18 Summary of Significant Accounting Policies and HTML 51K
Nature of Operations (Tables)
32: R19 Property and Equipment, Net (Tables) HTML 51K
33: R20 Stockholders' Equity and Share-Based Compensation HTML 105K
(Tables)
34: R21 Net Loss Per Share (Tables) HTML 46K
35: R22 Income Taxes (Tables) HTML 137K
36: R23 Commitments and Contingencies (Tables) HTML 140K
37: R24 Product Information (Tables) HTML 47K
38: R25 Summary of Significant Accounting Policies and HTML 74K
Nature of Operations - Additional Information
(Details)
39: R26 Summary of Significant Accounting Policies and HTML 32K
Nature of Operations - Allowance for Sales Returns
and Allowance for Doubtful Accounts (Details)
40: R27 Fair Value Measurements - Financial Assets Valued HTML 25K
on Recurring Basis (Details)
41: R28 Fair Value Measurements - Additional Information HTML 24K
(Details)
42: R29 Property and Equipment, Net - Additional HTML 23K
Information (Details)
43: R30 Property and Equipment, Net - Summary of Property HTML 42K
and Equipment (Details)
44: R31 Property and Equipment, Net - Summary of Estimated HTML 42K
Useful Lives of Property and Equipment (Details)
45: R32 Borrowings (Details) HTML 76K
46: R33 Stockholders' Equity and Share-Based Compensation HTML 34K
- Public Equity Offering (Details)
47: R34 Stockholders' Equity and Share-Based Compensation HTML 33K
- Series A Convertible Preferred Stock (Details)
48: R35 Stockholders Equity and Share-Based Compensation - HTML 27K
Stock Repurchase Program (Details)
49: R36 Stockholders Equity and Share-Based Compensation - HTML 43K
Employee Stock Purchase Plan (Details)
50: R37 Stockholders' Equity and Share-Based Compensation HTML 49K
- Share-Based Compensation Plan Information
(Details)
51: R38 Stockholders' Equity and Share-Based Compensation HTML 71K
- Summary of Stock Option Activity (Details)
52: R39 Stockholders' Equity and Share-Based Compensation HTML 47K
- Restricted Stock Units (Details)
53: R40 Stockholders' Equity and Share-Based Compensation HTML 25K
- Share-Based Compensation Expense (Details)
54: R41 Net Loss Per Share (Details) HTML 52K
55: R42 Income Taxes - Components of Loss From Operations HTML 30K
(Details)
56: R43 Income Taxes - Summary of Income Tax Provision HTML 47K
(Details)
57: R44 Income Taxes - Summary of Differences Between HTML 41K
Income Tax Provision and Applied Federal Statutory
Rate (Details)
58: R45 Income Taxes - Summary of Deferred Tax Assets and HTML 58K
Liabilities (Details)
59: R46 Income Taxes - Summary of State NOL Carryforwards HTML 35K
Expiration Year (Details)
60: R47 Income Taxes - Additional Information (Details) HTML 47K
61: R48 Commitments and Contingencies (Details) HTML 22K
62: R49 Commitments and Contingencies - Quantitative HTML 51K
Information (Details)
63: R50 Commitments and Contingencies - Lease Commitments HTML 91K
(Details)
64: R51 Employee Retirement Plan and Deferred Compensation HTML 51K
Plan - Additional Information (Details)
65: R52 Product Information - Summary of Segment HTML 39K
Percentages (Details)
68: XML IDEA XML File -- Filing Summary XML 123K
66: XML XBRL Instance -- prts-20221231x10k_htm XML 1.90M
67: EXCEL IDEA Workbook of Financial Reports XLSX 117K
10: EX-101.CAL XBRL Calculations -- prts-20221231_cal XML 220K
11: EX-101.DEF XBRL Definitions -- prts-20221231_def XML 478K
12: EX-101.LAB XBRL Labels -- prts-20221231_lab XML 1.41M
13: EX-101.PRE XBRL Presentations -- prts-20221231_pre XML 907K
9: EX-101.SCH XBRL Schema -- prts-20221231 XSD 153K
69: JSON XBRL Instance as JSON Data -- MetaLinks 405± 662K
70: ZIP XBRL Zipped Folder -- 0001378950-23-000012-xbrl Zip 442K
Exhibit 4.2
DESCRIPTION OF COMMON STOCK
General
The following description summarizes the terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our second amended and restated certificate of incorporation and our amended and restated bylaws, as amended, which are included as exhibits to our Annual Report on Form 10-K, and to the applicable provisions of the Delaware General Corporation Law. Our second amended and restated certificate of incorporation authorizes us to issue 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. Our board of directors is authorized, without stockholder approval except as required by the listing standards of The Nasdaq Stock Market LLC, to issue additional shares of our capital stock. In addition, our board of directors may, without further action by our stockholders, designate the rights, preferences, privileges, and restrictions of our preferred stock in one or more series. Any preferred stock that is designated and issued in the future may have voting or conversion rights that could have the effect of restricting dividends on our shares of common stock, diluting the voting power of our shares of common stock, impairing the rights of our shares of common stock in the event of our dissolution, liquidation or winding-up or otherwise adversely affect the rights of holders of our shares of common stock.
Voting Rights
Common stockholders are entitled to one vote per share for the election of directors and on all other matters that require stockholder approval, and do not have cumulative voting rights.
Dividends
Subject to any preferential rights of outstanding preferred stock, holders of our common stock are entitled to share ratably in any dividends declared by our board of directors on the common stock and paid out of funds legally available for such dividends.
Distribution on Dissolution
Subject to any preferential rights of outstanding preferred stock, in the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in any assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock.
Rights and Preferences
Our common stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, our common stock or any other securities convertible into shares of our common stock. There are no redemption rights or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock may be subject to and adversely affected by any series of our preferred stock that we may designate and issue in the future.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Limited.
Stock Exchange Listing
Our common stock is listed on the Nasdaq Global Market under the symbol “PRTS”.
Anti-Takeover Provisions
Delaware Law. We are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder. Generally, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who either owns 15% or more of our outstanding voting stock or, together with affiliates and associates, owns or, within three prior years, did own, 15% or more of our outstanding voting stock. These restrictions do not apply if:
· | before the date that the person became an “interested stockholder,” our board of directors approved either the “business combination” or the transaction which makes the person an “interested stockholder”; |
· | the “interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or | ||
· | on or after the date that the person became an “interested stockholder,” the business combination is approved by (i) our board of directors and (ii) authorized at an annual or special meeting of our stockholders by the affirmative vote of at least 66 2/3% of our outstanding voting stock that is not owned by the “interested stockholder.” |
The statute could have the effect of delaying, deferring, or preventing a change in control.
Bylaw and Certificate of Incorporation Provisions. Our amended and restated bylaws, as amended, provide that special meetings of our stockholders may be called exclusively by a majority of our board of directors or the chairman of our board of directors. Our amended and restated bylaws also include detailed information requirements that must be satisfied in connection with stockholder nominations for directors, with respect to both the relevant stockholder and the director nominee. Our second amended and restated certificate of incorporation (i) provides for a board comprised of three classes of directors with each class serving a staggered three-year term, (ii) authorizes our board of directors to issue preferred stock from time to time, in one or more classes or series, without stockholder approval, (iii) requires the approval of at least two-thirds of the outstanding voting stock to amend certain provisions of our second amended and restated certificate of incorporation and our amended and restated bylaws, as amended, and (iv) does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors.
Additionally, our amended and restated bylaws, as amended, provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to our company or our stockholders, (iii) any action asserting a claim against our company arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or our amended and restated bylaws, as amended, or (iv) any action asserting a claim against our company governed by the internal affairs doctrine; provided that this choice of forum provision does not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.
These and other provisions contained in our second amended and restated certificate of incorporation and amended and restated bylaws, as amended, could delay or discourage transactions involving an actual or potential change in control of us or our management, including transactions in which stockholders might otherwise receive a premium for their shares over then current prices. Such provisions could also limit the ability of stockholders to remove current management or approve transactions that stockholders may deem to be in their best interests and could adversely affect the price of our common stock.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/24 CarParts.com, Inc. 10-K 12/30/23 70:8.5M 1/29/24 CarParts.com, Inc. S-8 1/29/24 4:73K Broadridge Fin’l So… Inc 8/02/23 CarParts.com, Inc. S-8 8/02/23 4:63K Broadridge Fin’l So… Inc |