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<TITLE>DRAFT 11/19/04</TITLE>


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<B><U><P>&nbsp;</P>


</U><FONT SIZE=5><P ALIGN="CENTER">UNITED STATES</P>


<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>


</FONT><P ALIGN="CENTER">Washington, D.C. 20549</P>


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<P ALIGN="CENTER">_______________</P>


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<FONT SIZE=5><P ALIGN="CENTER">FORM 8-K</P>


</FONT><P ALIGN="CENTER">_______________</P>


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<P ALIGN="CENTER">&nbsp;</P>


</U><P ALIGN="CENTER">CURRENT REPORT</P>


<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</P>


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</B><P ALIGN="CENTER">Date of Report (Date of earliest event reported):<B> November 6, 2006</P>


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<FONT SIZE=5><P ALIGN="CENTER">CHAMPION PARTS, INC.</P>


</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>


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<B><P ALIGN="CENTER">Delaware</P>


</B><FONT SIZE=1><P ALIGN="CENTER">State of Other Jurisdiction of Incorporation</FONT></TD>


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<B><P ALIGN="CENTER">1-7807</P>


</B><FONT SIZE=1><P ALIGN="CENTER">Commission File Number</FONT></TD>


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<B><P ALIGN="CENTER">36-2088911</P>


</B><FONT SIZE=1><P ALIGN="CENTER">I.R.S. Employer Identification Number</FONT></TD>


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<B><P ALIGN="CENTER">2005 West Avenue B, Hope, Arkansas 71801</P>


</B><FONT SIZE=1><P ALIGN="CENTER">(Address of principal executive offices) (Zip Code)</P>


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<FONT SIZE=1><P ALIGN="CENTER">Registrant's telephone number, including area code:</FONT> <B>(870) 777-8821</P>


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<B><P ALIGN="CENTER">Not Applicable</P>


</B><FONT SIZE=1><P ALIGN="CENTER">(Former name or former address, if changed since last report)</P>


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<P ALIGN="CENTER">&nbsp;</P>


<P ALIGN="CENTER">&nbsp;</P>


</FONT><FONT SIZE=2><P>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:</P></FONT>


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<FONT SIZE=2><P>&nbsp;</FONT></TD>


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<FONT SIZE=2><P>[&nbsp;&nbsp;]</FONT></TD>


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<FONT SIZE=2><P>&nbsp;</FONT></TD>


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<FONT SIZE=2><P>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</FONT></TD>


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<FONT SIZE=2><P>[&nbsp;&nbsp;]</FONT></TD>


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<FONT SIZE=2><P>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</FONT></TD>


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<FONT SIZE=2><P>[&nbsp;&nbsp;]</FONT></TD>


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<FONT SIZE=2><P>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</FONT></TD>


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<FONT SIZE=2><P>[&nbsp;&nbsp;]</FONT></TD>


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<FONT SIZE=2><P>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</FONT></TD>


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<P>Item 2.01&#9;Entry Into a Material Definitive Agreement. </P></DIR>


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</B><P>&nbsp;</P>


<P>On November 6, 2006, Champion Parts, Inc. (the &quot;Company&quot;) issued a press release, furnished as Exhibit 99.1 to this report, announcing that on November 6, 2006, the Company, as buyer, completed the acquisition from TAP Holdings, LLC (&quot;Seller&quot;) of inventory utilized in the Seller's business of remanufacturing, distributing and selling carburetors and throttle body injectors, which it conducted under the name Tomco Auto Parts (the &quot;Tomco Business&quot;), together with rights of Seller in certain intellectual property and Seller's customer lists and related records relating to the Tomco Business (collectively, the &quot;Purchased Assets&quot;).</P>





<P>In consideration for the Purchased Assets, the Company paid cash consideration of $1.3 million.  In addition, the Company will pay monthly earn-out payments over an eleven year period equal to (i) 7.5% of the net sales of carburetors and throttle body injectors sold by the Company during the three year period following the closing date of the transaction and (ii) 5.0% of the net sales of carburetors and throttle body injectors sold by the Company during the remaining eight years.  The earn-out payments are subject to a $9.5 million cap and other adjustments, as more fully set forth in the Asset Purchase Agreement, dated as of August 31, 2006 (the &quot;Purchase Agreement&quot;), which was filed by the Company as an exhibit to the Form 8-K filed on September 5, 2006. Seller's earn-out obligations are represented by a non-negotiable note dated November 6, 2006 (the &quot;Note&quot;), which Note is secured by a security interest in the inventory acquired from the Seller.  The Seller's security interest and rights under the Note are subordinate to the rights of PNC Bank, National Association under the Revolving Credit, Loan and Security Agreement between the Company and PNC Bank, National Association.</P>





<B><P>Item 2.03&#9;Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.</P>





</B><P>&#9;As described above, the Company's earn-out obligations under the Purchase Agreement are represented by the Note, which is secured by a security interest in the inventory acquired by the Company from Seller.  Monthly payments of the Company's earn out obligations represented by the Note, to the extent they are payable in accordance with the terms of, and subject to the adjustments set forth in, the Purchase Agreement, shall commence on December 15, 2006 and shall thereafter be payable, to the extent any amount is payable, on a monthly basis.  Any amounts that may become due under the Note shall not accrue interest; provided, however, late payments shall accrue interest at the prime rate as reported by Bank of America.</P>


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<B><P>Item 9.01&#9;Financial Statements and Exhibits</P>





</B><P>Exhibit 99.1&#9;Press release dated November 6, 2006.</P>





<P>Exhibit 99.2&#9;Subordinated Non-Negotiable Note</P>


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<P>The Company will file with the Securities and Exchange Commission within <A NAME="exp1"></A>71 calendar days after the deadline for filing this report the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K. </P>


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<B><P ALIGN="CENTER">SIGNATURE</P>


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<P>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.</P>





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<P>Date: November 6, 2006</TD>


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<B><P>Champion Parts, Inc.</P>


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<P>By:&#9;<U>/s/   Jerry A. Bragiel                </P>


</U><P>&#9;Jerry A. Bragiel</P><DIR>


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<P>&#9;President and <BR>


Chief Executive Officer</DIR>


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[{"type": "8-K", "sequence": "1", "filename": "rrd135347.htm", "secsgml_size_bytes": 8338}]
{"company-data": {"conformed-name": "CHAMPION PARTS INC", "cik": "0000019161", "assigned-sic": "3714", "irs-number": "362088911", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07807", "film-number": "061189491"}, "business-address": {"street1": "2005 WEST AVENUE B", "city": "HOPE", "state": "AR", "zip": "71801", "phone": "8707778821"}, "mail-address": {"street1": "2005 WEST AVENUE B", "city": "HOPE", "state": "AR", "zip": "71801"}, "former-company": {"former-conformed-name": "CHAMPION PARTS REBUILDERS INC", "date-changed": "19880614"}}
DRAFT 11/19/04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
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):
November 6, 2006
_______________
CHAMPION PARTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
State of Other Jurisdiction of Incorporation
1-7807
Commission File Number
36-2088911
I.R.S. Employer Identification Number
2005 West Avenue B, Hope, Arkansas 71801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(870) 777-8821
Not Applicable
(Former name or former address, if changed since last report)
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:
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01	Entry Into a Material Definitive Agreement.
On November 6, 2006, Champion Parts, Inc. (the "Company") issued a press release, furnished as Exhibit 99.1 to this report, announcing that on November 6, 2006, the Company, as buyer, completed the acquisition from TAP Holdings, LLC ("Seller") of inventory utilized in the Seller's business of remanufacturing, distributing and selling carburetors and throttle body injectors, which it conducted under the name Tomco Auto Parts (the "Tomco Business"), together with rights of Seller in certain intellectual property and Seller's customer lists and related records relating to the Tomco Business (collectively, the "Purchased Assets").
In consideration for the Purchased Assets, the Company paid cash consideration of $1.3 million.  In addition, the Company will pay monthly earn-out payments over an eleven year period equal to (i) 7.5% of the net sales of carburetors and throttle body injectors sold by the Company during the three year period following the closing date of the transaction and (ii) 5.0% of the net sales of carburetors and throttle body injectors sold by the Company during the remaining eight years.  The earn-out payments are subject to a $9.5 million cap and other adjustments, as more fully set forth in the Asset Purchase Agreement, dated as of August 31, 2006 (the "Purchase Agreement"), which was filed by the Company as an exhibit to the Form 8-K filed on September 5, 2006. Seller's earn-out obligations are represented by a non-negotiable note dated November 6, 2006 (the "Note"), which Note is secured by a security interest in the inventory acquired from the Seller.  The Seller's security interest and rights under the Note are subordinate to the rights of PNC Bank, National Association under the Revolving Credit, Loan and Security Agreement between the Company and PNC Bank, National Association.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As described above, the Company's earn-out obligations under the Purchase Agreement are represented by the Note, which is secured by a security interest in the inventory acquired by the Company from Seller.  Monthly payments of the Company's earn out obligations represented by the Note, to the extent they are payable in accordance with the terms of, and subject to the adjustments set forth in, the Purchase Agreement, shall commence on December 15, 2006 and shall thereafter be payable, to the extent any amount is payable, on a monthly basis.  Any amounts that may become due under the Note shall not accrue interest; provided, however, late payments shall accrue interest at the prime rate as reported by Bank of America.
Item 9.01	Financial Statements and Exhibits
Exhibit 99.1	Press release dated November 6, 2006.
Exhibit 99.2	Subordinated Non-Negotiable Note
The Company will file with the Securities and Exchange Commission within
71 calendar days after the deadline for filing this report the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K.
SIGNATURE
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.
Date: November 6, 2006
Champion Parts, Inc.
By:
/s/   Jerry A. Bragiel
Jerry A. Bragiel
President and
Chief Executive Officer