Business Context and Reporting Period
This Form 8-K Current Report, dated November 27, 2018, is filed by U.S. Auto Parts Network, Inc. (Carparts.Com, Inc.). The filing discloses significant changes in executive leadership and board composition effective January 2, 2019.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and employment terms.
- New CEO Base Salary: $425,000 annually.
- Signing Bonus: $300,000 (clawback provisions apply if terminated for Cause or voluntary resignation within one year).
- Target Incentive Bonus: Up to 100% of annual base salary.
- Equity Grant: Options to purchase 1,000,000 shares of common stock (25% vesting on first anniversary, remainder monthly over three years).
- Relocation Assistance: Up to $60,000 for real estate commissions/closing costs; up to $6,666/month mortgage reimbursement for prior residence until June 30, 2019.
- Severance: One year's base salary plus pro-rated bonus and COBRA coverage if terminated without Cause or Good Reason.
Material Changes
The primary material change is the transition of the Chief Executive Officer and a Board Director.
- Departure: Aaron Coleman resigned as CEO and Class III Director effective January 1, 2019. The resignation is not the result of any dispute regarding operations, policies, or financial statements.
- Appointment: Lev Peker was appointed CEO and Class III Director effective January 2, 2019.
- Background: Mr. Peker previously served as CMO of Adorama Camera Inc. and held various roles at U.S. Auto Parts Network from 2008 to 2014.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. The primary contingency noted is the repayment obligation for the signing bonus if Mr. Peker's employment ends for Cause or voluntary resignation within the first year. The Employment Agreement is filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the exact vesting schedule and exercise price of the 1,000,000 stock options granted to Lev Peker.
- Confirm the specific performance goals required to achieve the 100% target incentive bonus.
- Review the full text of the Employment Agreement (Exhibit 10.1) for detailed definitions of "Cause" and "Good Reason."
- Monitor the transition period between Aaron Coleman's departure and Lev Peker's start date for operational continuity.