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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): December 9,
2008
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 U.S.
AUTO PARTS NETWORK, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-33264
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68-0623433
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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17150
South Margay Avenue, Carson, CA 90746
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(Address
of principal executive offices) (Zip Code)
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(310)
735-0085
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Registrant’s
telephone number, including area code
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N/A
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(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December
9, 2008, U.S. Auto Parts Network, Inc. (the “Company”) entered into a Separation
Agreement and Release of Claims (the “Separation Agreement”) with Michael J.
McClane, the Company’s Chief Financial Officer, Executive Vice President,
Treasurer and Secretary, who resigned from such office effective December 11,
2008. Under the Separation Agreement, Mr. McClane is entitled to severance
payments equivalent to one year salary, and the payment of a bonus for 2008 pari
passu with that of the CEO, if any. In addition, the Company entered into a
Consulting Agreement with Mr. McClane. Pursuant to the Consulting Agreement, Mr.
McClane will receive a retainer, and consulting fees to be billed by the hour on
an as needed basis by the Company, but the Consulting Agreement shall terminate
no later than March 31, 2009.
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Item
9.01
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Exhibits
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(d) Exhibits. The
following exhibits are filed with this Current Report on Form 8-K:
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Exhibit
No.
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Description
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10.1
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Separation
Agreement and Release of Claims, dated December 9, 2008, between the
Company and Michael J. McClane
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Consulting
Agreement, dated December 9, 2008, between the Company and Michael J.
McClane
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SIGNATURES
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.
Dated: December
9,
2008
U.S. AUTO PARTS NETWORK, INC.
By:
/s/ SHANE EVANGELIST
Shane
Evangelist
Chief
Executive Officer
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Separation
Agreement and Release of Claims, dated December 9, 2008, between the
Company and Michael J. McClane
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| 10.2 |
Consulting
Agreement, dated December 9, 2008, between the Company and Michael J.
McClane
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