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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): January 5,
2009
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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)
735-0553
( 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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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 Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain officers.
On
January 5, 2009, the Compensation Committee of the Board of Directors of U.S.
Auto Parts Network, Inc. established the 2009 annual base salaries for certain
of the Company’s officers identified on Exhibit 10.1 (collectively, the
“Officers”). The 2009 base salaries for the Officers are effective January 1,
2009 and are listed in Exhibit 10.1 to this report and are incorporated herein
by reference.
In
addition, on January 5, 2009, the Compensation Committee also established the
target discretionary bonuses for the Officers for 2009, which are
subject to meeting certain performance thresholds. The bonuses
are set forth on Exhibit 10.1 to this report and are incorporated herein by
reference.
Item
9.01 Financial Statements and
Exhibits
(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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2009
Base Salaries and Target Bonuses of Certain
Officers
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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.
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Dated: January
9, 2009
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U.S.
AUTO PARTS NETWORK, INC.
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By:
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/s/
SHANE EVANGELIST
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Shane
Evangelist
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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2009
Base Salaries and Target Bonuses of Certain
Officers
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