As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Standard Motor Products, Inc.
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(Exact name of registrant as specified in its charter)
New York 11-1362020
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
37-18 Northern Boulevard, Long Island City, NY 11101
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(Address of Principal Executive Offices)
1994 Omnibus Stock Option Plan of
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Standard Motor Products, Inc.
(Full title of the plan)
Lawrence I. Sills
President
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, NY 11101
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(Name and address of agent for service)
(718) 392-0200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price aggregate registration
be registered registered per share(1) offering price (1) fee
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Common Stock, 600,000 Shares $23.2812 $13,968,720.00 $4,120.77
$2.00 par value
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, as
amended on the basis of the average of the high and low prices reported in the
consolidated reporting system on April 28, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be sent or
given to participants in the 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc. (the "Plan"), as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Standard Motor Products,
Inc. (the "Registrant") with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and are hereby incorporated by
reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and
(b) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In 1986 various Sections of Article 7 of the New York Business
Corporation Law ("BCL") were amended to broaden the indemnification rights of
directors, officers and employees. In 1987 BCL Section 402(b) was further
amended to permit a provision to be included in a certificate of incorporation
shielding directors from personal liability for breach of their duties as
directors. In order to protect its directors, officers and employees, as
applicable, to the fullest extent permitted by these statutory amendments,
Registrant amended its By-laws and Certificate of Incorporation.
In general, Registrant's amended By-laws provide that, except to the
extent expressly prohibited by the BCL, Registrant shall indemnify each person
made or threatened to be made a party to, or called as a witness in, or asked to
submit information in, any action or proceeding by reason of the fact that such
person is or was a director or officer of Registrant, or serves or served, at
the request of Registrant, any other entity in any capacity, against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein. This indemnification requirement covers any pending or
threatened action, proceeding, hearing or investigation, whether civil or
criminal, whether judicial, administrative or legislative in nature, and whether
or not in the nature of a direct or shareholders' derivative action brought by
or on behalf of Registrant or any other corporation or enterprise which the
director or officer of Registrant serves or has served at Registrant's request.
Registrant's amended By-laws prohibit
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indemnification if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active or deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled. The amended By-laws
further provide that no indemnification shall be required with respect to any
settlement or other non-adjudicated disposition of any threatened or pending
action or proceeding unless Registrant has given its prior consent to such
settlement or other disposition. Registrant's amended By-laws require Registrant
to advance or promptly reimburse upon request any person entitled to
indemnification for all expenses, including attorneys' fees, reasonably incurred
in defending any action or proceeding in advance of the final disposition
thereof upon receipt of an undertaking by such person to repay such amount if
such person is ultimately not to be entitled to indemnification; provided,
however, that such person cooperates with any request by Registrant that counsel
be utilized by the parties to an action or proceeding similarly situated unless
to do so would be inappropriate due to actual or potential conflicts of
interest.
Registrant's Certificate of Incorporation was amended to add a
provision that the personal liability of the directors of Registrant be
eliminated to the fullest extent permitted by the provisions of BCL Section
402(b). It was also amended to provide that Registrant shall, to the fullest
extent permitted by Article 7 of the BCL, indemnify under that statute from and
against any and all of the expenses, liabilities or other matters covered by the
statute, and the amended provisions of the By-laws, summarized above, contain
the detailed terms and conditions under which this indemnification requirement
of the Certificate of Incorporation is to be effected.
Registrant maintains an officers' and directors' liability insurance
policy insuring Registrant's officers and directors against certain liabilities
and expenses incurred by them in their capacities as such. The policy does not
reimburse the Registrant for indemnification obligations to its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc.
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
4.3 The Registrant's Certificate of Amendment of the
Certificate of Incorporation, dated February 15, 1996
5 Opinion of Kelley Drye & Warren LLP, Counsel to
Registrant
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.2 Consent of Kelley Drye & Warren LLP (included in
opinion filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of
the Registrant (included on the signature pages hereof)
ITEM 9. UNDERTAKINGS.
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and the price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished
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to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions described in Item 6 of
this Registration Statement, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 23rd day of
April, 1998.
STANDARD MOTOR PRODUCTS, INC.
By: /S/ DAVID KERNER
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David Kerner
Treasurer
POWER OF ATTORNEY
Each person whose signature appears below appoints David Kerner, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and file with the Securities and Exchange Commission,
any amendments to this Registration Statement (including post-effective
amendments), and generally to do anything else necessary or proper in connection
therewith.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/S/ LAWRENCE I. SILLS President, Director and Chief April 23, 1998
- -------------------------- Operating Officer
Lawrence I. Sills (Principal Executive Officer)
/S/ MICHAEL J. BAILEY Vice President Finance and Chief April 23, 1998
- -------------------------- Financial Officer
Michael J. Bailey (Principal Accounting and
Financial Officer)
- -------------------------- Co-Chairman, Director April 23, 1998
Bernard Fife
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/S/ NATHANIEL L. SILLS Co-Chairman, Director April 23, 1998
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Nathaniel L. Sills
/S/ MARILYN F. CRAGIN Director April 23, 1998
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Marilyn F. Cragin
/S/ ARTHUR D. DAVIS Director April 23, 1998
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Arthur D. Davis
- -------------------------- Director April 23, 1998
Robert M. Gerrity
/S/ JOHN L. KELSEY Director April 23, 1998
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John L. Kelsey
/S/ ANDREW M. MASSIMILLA Director April 23, 1998
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Andrew M. Massimilla
/S/ ARTHUR S. SILLS Director April 23, 1998
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Arthur S. Sills
/S/ ROBERT J. SWARTZ Director April 23, 1998
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Robert J. Swartz
/S/ WILLIAM H. TURNER Director April 23, 1998
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William H. Turner
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 1994 Omnibus Stock Option Plan of
Standard Motor Products, Inc.
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
4.3 The Registrant's Certificate of
Amendment of the Certificate of
Incorporation, dated February 15, 1996
5 Opinion of Kelley Drye & Warren LLP,
Counsel to Registrant
23.1 Consent of KPMG Peat Marwick LLP,
Independent Auditors
23.2 Consent of Kelley Drye & Warren LLP
(included in opinion filed as Exhibit 5)
24 Powers of Attorney of Directors and
Certain Officers of the Registrant
(included on the signature pages hereof)
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