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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/20 CarParts.com, Inc. 10-K 12/28/19 78:10M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.10M 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 41K 4: EX-10.20 Material Contract HTML 95K 3: EX-10.9 Material Contract HTML 84K 5: EX-21.1 Subsidiaries List HTML 29K 6: EX-23.1 Consent of Experts or Counsel HTML 25K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 26K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 26K 31: R1 Document and Entity Information HTML 60K 51: R2 Consolidated Balance Sheets HTML 127K 74: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K 37: R4 Consolidated Statements of Operations and HTML 98K Comprehensive Operations (Unaudited) 29: R5 Consolidated Statements of Stockholders? Equity HTML 100K 50: R6 Consolidated Statements of Cash Flows HTML 140K 73: R7 Summary of Significant Accounting Policies and HTML 147K Nature of Operations 40: R8 Fair Value Measurements HTML 34K 26: R9 Property and Equipment, Net HTML 80K 39: R10 Borrowings HTML 39K 27: R11 Stockholders' Equity and Share-Based Compensation HTML 201K 52: R12 Net Income (Loss) Per Share HTML 72K 71: R13 Income Taxes HTML 162K 41: R14 Commitments and Contingencies HTML 127K 28: R15 Employee Retirement Plan and Deferred Compensation HTML 30K Plan 53: R16 Quarterly Information (Unaudited) HTML 148K 72: R17 Product Information HTML 51K 38: R18 Summary of Significant Accounting Policies and HTML 217K Nature of Operations (Policies) 30: R19 Summary of Significant Accounting Policies and HTML 90K Nature of Operations (Tables) 57: R20 Property and Equipment, Net (Tables) HTML 76K 64: R21 Stockholders' Equity and Share-Based Compensation HTML 184K (Tables) 42: R22 Net (Loss) Income Per Share (Tables) HTML 75K 17: R23 Income Taxes (Tables) HTML 167K 58: R24 Commitments and Contingencies (Tables) HTML 156K 65: R25 Quarterly Information (Unaudited) (Tables) HTML 147K 43: R26 Product Information (Tables) HTML 52K 18: R27 Summary of Significant Accounting Policies and HTML 119K Nature of Operations - Additional Information (Details) 59: R28 Summary of Significant Accounting Policies and HTML 36K Nature of Operations - Allowance for Sales Returns and Allowance for Doubtful Accounts (Details) 63: R29 Summary of Significant Accounting Policies and HTML 33K Nature of Operations - Aggregate Warranty Liabilities (Details) 77: R30 Fair Value Measurements - Financial Assets Valued HTML 29K on Recurring Basis (Details) 56: R31 Fair Value Measurements - Additional Information HTML 29K (Details) 25: R32 Property and Equipment, Net - Additional HTML 74K Information (Details) 36: R33 Property and Equipment, Net - Summary of Property HTML 51K and Equipment (Details) 76: R34 Property and Equipment, Net - Summary of Estimated HTML 46K Useful Lives of Property and Equipment (Details) 55: R35 Borrowings - Additional Information (Details) HTML 85K 24: R36 Stockholders' Equity and Share-Based Compensation HTML 38K - Treasury Stock (Details) 35: R37 Stockholders' Equity and Share-Based Compensation HTML 76K - Series A Convertible Preferred Stock (Details) 78: R38 Stockholders' Equity and Share-Based Compensation HTML 64K - Share-Based Compensation Plan Information (Details) 54: R39 Stockholders' Equity and Share-Based Compensation HTML 86K - Summary of Stock Option Activity for SB Comp Plan (Details) 67: R40 Stockholders' Equity and Share-Based Compensation HTML 55K - Restricted Stock Units (Details) 62: R41 Stockholders' Equity and Share-Based Compensation HTML 39K - Summary of Assumptions Used for Fair Value of Option Grant (Details) 20: R42 Stockholders' Equity and Share-Based Compensation HTML 37K - Summary of Share-based Compensation from Options and RSUs (Details) 46: R43 Stockholders' Equity and Share-Based Compensation HTML 29K - Additional Information (Details) 66: R44 Net Loss Per Share - Computation of Basic and HTML 45K Diluted Net Loss Per Share (Detail) 61: R45 Net Loss Per Share - Anti-Dilutive Securities HTML 38K Excluded from Calculation of Diluted Earnings Per Share (Detail) 19: R46 Income Taxes - Components of Income (Loss) From HTML 35K Continuing Operations (Details) 45: R47 Income Taxes - Summary of Income Tax (Benefit) HTML 50K Provision (Details) 68: R48 Income Taxes - Summary of Differences Between HTML 50K Income Tax Provision (Benefit) and Applied Federal Statutory Rate (Details) 60: R49 Income Taxes - Summary of Deferred Tax Assets and HTML 68K Deferred Tax Liabilities (Details) 47: R50 Income Taxes - Summary of State NOL Carryforwards HTML 39K Expiration Year (Details) 69: R51 Income Taxes - Additional Information (Details) HTML 53K 32: R52 Commitments and Contingencies - Additional HTML 79K Information (Details) 22: R53 Commitments and Contingencies - Financing HTML 51K Arrangement (Details) 48: R54 Commitments and Contingencies - Summary of Future HTML 56K Minimum Lease Payments Under Non-Cancellable Operating Leases (Details) 70: R55 Commitments and Contingencies - Lease commitments HTML 92K (Details) 34: R56 Employee Retirement Plan and Deferred Compensation HTML 55K Plan - Additional Information (Details) 23: R57 Quarterly Information (Unaudited) - Consolidated HTML 70K Statement of Income Data (Details) 49: R58 Product Information - Summary of Segment HTML 44K Percentages (Details) 21: R9999 Uncategorized Items - prts-20191228.xml HTML 27K 33: XML IDEA XML File -- Filing Summary XML 135K 44: EXCEL IDEA Workbook of Financial Reports XLSX 95K 11: EX-101.INS XBRL Instance -- prts-20191228 XML 2.54M 13: EX-101.CAL XBRL Calculations -- prts-20191228_cal XML 233K 14: EX-101.DEF XBRL Definitions -- prts-20191228_def XML 588K 15: EX-101.LAB XBRL Labels -- prts-20191228_lab XML 1.69M 16: EX-101.PRE XBRL Presentations -- prts-20191228_pre XML 1.11M 12: EX-101.SCH XBRL Schema -- prts-20191228 XSD 183K 75: ZIP XBRL Zipped Folder -- 0001558370-20-002264-xbrl Zip 202K
prts_Ex4_2 |
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, our amended and restated bylaws, as amended, and our certificate of designation, preferences and rights of the Series A Convertible Preferred Stock, 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. In March 2013, our board of directors established our Series A Convertible Preferred, or Series A Preferred, which has various rights, preferences and privileges senior to the shares of our common stock, as discussed below.
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, including the Series A Preferred discussed below, 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, including the Series A Preferred discussed below, 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 are subject to and are adversely affected by the rights of the holders of shares of Series A Preferred as discussed below, and may be subject to and adversely affected by any series of our preferred stock that we may designate and issue in the future.
Series A Convertible Preferred Stock
Conversion. Each share of Series A Preferred is convertible into shares of our common stock at the initial conversion rate of one share of common stock for each share of Series A Preferred. The conversion will be adjusted for certain non-price based events, such as dividends and distributions on the common stock, stock splits, combinations, recapitalizations, reclassifications, mergers, or consolidations. If not previously converted by the
holder, the Series A Preferred will automatically convert to common stock if the volume weighted average price for the common stock for any 30 consecutive trading days is equal to or exceeds $4.35 per share.
Liquidation or Change of Control. In the event of any liquidation event, which includes changes of control of the company and sales or other dispositions by the company of more than 50% of its assets, the Series A Preferred is entitled to receive, prior and in preference to any distribution to the common stock, an amount per share equal to $1.45 per share of Series A Preferred, plus all then accrued but unpaid dividends on such Series A Preferred. Following this distribution, if assets or surplus funds remain, the holders of the common stock shall share ratably in all remaining assets of the company, based on the number of shares of common stock then outstanding. Notwithstanding the foregoing, if, in connection with any liquidation event, a holder of Series A Preferred would receive an amount greater than $1.45 per share of Series A Preferred by converting such shares held by such holder into shares of common stock, then such holder shall be treated as though such holder had converted such shares of Series A Preferred into shares of common stock immediately prior to such liquidation event, whether or not such holder had elected to so convert.
Dividends. Dividends on the Series A Preferred are payable quarterly at a rate of $0.058 per share per annum in cash, in shares of common stock or in any combination of cash and common stock as determined by our board of directors. Certain conditions are required to be satisfied in order for the company to pay dividends on the Series A Preferred in shares of common stock, including (i) the common stock being registered pursuant to Section 12(b) or (g) of the Exchange Act, (ii) the common stock being issued having been approved for listing on a trading market and (iii) the common stock being issued either being covered by an effective registration statement or being freely tradable without restriction under Rule 144 of the Securities Act (subject to certain exceptions).
Voting. The Series A Preferred are entitled to one vote per share for each share of common stock issuable upon conversion thereof (excluding from any such calculation any dividends accrued on such shares) and vote together with the holders of common stock as a single class on any matter on which the holders of common stock are entitled to vote. In addition, the company must obtain the consent of holders of at least a majority of the then outstanding Series A Preferred in connection with (i) any amendment, alteration or repeal of any provision of our second amended and restated certificate of incorporation or our amended and restated bylaws, as amended, as to adversely affect the preferences, rights or voting power of the Series A Preferred, or (ii) the creation, authorization or issuance of any additional Series A Preferred or any other class or series of capital stock of the company ranking senior to or on parity with the Series A Preferred or any security convertible into, or exchangeable or exercisable for Series A Preferred or any other class or series of capital stock of the company ranking senior to or on parity with the Series A Preferred.
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:
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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”; |
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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
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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 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 (subject to the rights of our Series A Preferred), (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.
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