As filed with the Securities and Exchange Commission on April 25, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
New York 11-1362020
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
37-18 Northern Boulevard
Long Island City, New York 11101
(Address of Principal Executive Offices)
1994 OMNIBUS STOCK OPTION PLAN OF
STANDARD MOTOR PRODUCTS, INC.
(Full Title of the Plan)
Lawrence I. Sills
Chief Executive Officer
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101
(Name and Address of Agent for Service)
(718) 392-0200
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- -------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common Stock, 500,000 Shares $10.0234 $5,011,700 $1,252.93
$2.00 par value
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(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and
(h) under the Securities Act of 1933, as amended. The price per share is estimated based on the average of
the high and low trading prices for Standard Motor Products, Inc.'s common stock on April 20, 2001, as
reported in the consolidated reporting system on April 20, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E of Form S-8, Standard Motor
Products, Inc. (the "REGISTRANT") is filing this registration statement with the
Securities and Exchange Commission solely to register an additional 500,000
shares of the Registrant's common stock, $2.00 par value (the "COMMON STOCK"),
under the 1994 Omnibus Stock Option Plan of Standard Motor Products, Inc., as
amended and restated (the "PLAN"). The amendment authorizing such additional
shares of Common Stock available for granting stock options under the Plan was
approved by the Registrant's shareholders at its annual meeting held on May 18,
2000. Pursuant to General Instruction E, the contents of Registration Statements
Nos. 33-58655 and 333-51565 of the Registrant are incorporated herein by
reference.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ------------- --------------------------------------------------------------
*4.1 The 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc., as amended and restated.
4.2 The Registrant's Restated Certificate of Incorporation,
defining the rights of holders of the capital stock of the
Registrant, dated July 31, 1990 (incorporated herein by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8, Registration No. 333-51565, dated May
1, 1998 (the "1994 OMNIBUS S-8")).
4.3 The Registrant's Certificate of Amendment of the Certificate
of Incorporation, dated February 15, 1996 (incorporated herein
by reference to Exhibit 4.3 to the 1994 Omnibus S-8).
4.4 Restated By-laws, dated March 23, 1996, filed as an Exhibit to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 001-04743.
*5 Opinion of Kelley Drye & Warren LLP, Counsel to the
Registrant.
*23.1 Consent of KPMG LLP, Independent Auditors.
*23.2 Consent of Kelley Drye & Warren LLP (included in their opinion
filed as Exhibit 5).
*24 Powers of Attorney of Directors and Certain Officers of the
Registrant (included on the signature page hereof).
__________________________
*Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 25th day of
April, 2001.
STANDARD MOTOR PRODUCTS, INC.
By:/S/ LAWRENCE I. SILLS
-----------------------------------------
Lawrence I. Sills
Chief Executive Officer,
Chairman and Director
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Lawrence I. Sills and James J. Burke and each of them, as attorneys-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/S/ LAWRENCE I. SILLS Chief Executive Officer, April 25, 2001
- ----------------------------- Chairman and Director
Lawrence I. Sills (Principal Executive Officer)
/S/ JAMES J. BURKE Vice President, Finance, April 25, 2001
- ----------------------------- Chief Financial Officer
James J. Burke (Principal Financial Officer
and Principal Accounting
Officer)
/S/ PETER J. SILLS Director April 25, 2001
- -----------------------------
Peter J. Sills
/S/ MARILYN F. CRAGIN Director April 25, 2001
- -----------------------------
Marilyn F. Cragin
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/S/ ARTHUR D. DAVIS Director April 25, 2001
- -----------------------------
Arthur D. Davis
/S/ SUSAN F. DAVIS Director April 25, 2001
- -----------------------------
Susan F. Davis
/S/ ROBERT M. GERRITY Director April 25, 2001
- -----------------------------
Robert M. Gerrity
/S/ JOHN L. KELSEY Director April 25, 2001
- -----------------------------
John L. Kelsey
/S/ KENNETH A. LEHMAN Director April 25, 2001
- -----------------------------
Kenneth A. Lehman
/S/ ARTHUR S. SILLS Director April 25, 2001
- -----------------------------
Arthur S. Sills
/S/ ROBERT J. SWARTZ Director April 25, 2001
- -----------------------------
Robert J. Swartz
/S/ WILLIAM H. TURNER Director April 25, 2001
- -----------------------------
William H. Turner
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------
*4.1 The 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc., as amended and restated.
4.2 The Registrant's Restated Certificate of Incorporation,
defining the rights of holders of the capital stock of the
Registrant, dated July 31, 1990 (incorporated herein by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8, Registration No. 333-51565, dated May
1, 1998 (the "1994 OMNIBUS S-8")).
4.3 The Registrant's Certificate of Amendment of the Certificate
of Incorporation, dated February 15, 1996 (incorporated herein
by reference to Exhibit 4.3 to the 1994 Omnibus S-8).
4.4 Restated By-laws, dated March 23, 1996, filed as an Exhibit to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 001-04743.
*5 Opinion of Kelley Drye & Warren LLP, Counsel to the
Registrant.
*23.1 Consent of KPMG LLP, Independent Auditors.
*23.2 Consent of Kelley Drye & Warren LLP (included in their opinion
filed as Exhibit 5).
*24 Powers of Attorney of Directors and Certain Officers of the
Registrant (included on the signature page hereof).
______________________
*Filed herewith
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