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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
| Date of Report (Date of earliest event reported): September 29, 2008 | |||
 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
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90746
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (310)
735-0085
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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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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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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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£
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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. Departure
of Directors or Principal Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 29, 2008, U.S. Auto
Parts Network, Inc. (the “Company”) has retained Mehran Nia, a Director of the
Company (and the former Chief Executive Officer) to provide consulting services
to the Company. Mr. Nia will receive $10,000 monthly during the
consulting period.
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: September
30,
2008 U.S.
AUTO PARTS NETWORK, INC.
By: /s/ MICHAEL
J. MCCLANE
Michael
J. McClane,
Chief
Financial Officer