EXHIBIT 4.2
Restated Certificate of Incorporation
of
Standard Motor Products, Inc.
Under Section 807 of the
Business Corporation Law
We, Lawrence I. Sills and Mark S. Chanko, being respectively the
President and the Secretary of Standard Motor Products, Inc. hereby certify:
1. The name of the corporation is Standard Motor
Products, Inc.
2. The certificate of incorporation was filed by the
Department of State on the 30th day of December, 1926.
3. The certificate of incorporation, as amended
heretofore, is further amended as follows:
(a) to add article "NINTH" relating to the indemnification of
the directors, officers and employees of the corporation pursuant to
Article 7 of the Business Corporation Law of the State of New York;
and
(b) to add article "TENTH" relating to the eliminating or
limiting of the personal liability of the directors to the
corporation and its shareholders pursuant to Section 402(b) of the
Business Corporation Law of the State of New York.
In order to effect the foregoing, articles "NINTH" and "TENTH"
shall read as follows:
"NINTH The corporation shall, to the fullest extent permitted
by Article 7 of the Business Corporation Law of the State of New York, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said
Article from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said Article, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
any person may be entitled under any By-Law, resolution of shareholders,
resolution of directors, agreement, or otherwise, as permitted by said Article,
as to action in any capacity in which he or she served at the request of the
corporation.
TENTH The personal liability of the directors of the
corporation is eliminated to the fullest extent permitted by the provisions of
paragraph (b) of Section 402 of the Business Corporation Law of the State of New
York, as the same may be amended and supplemented."
4. The text of the restated certificate of incorporation, as further
amended, is hereby restated to read as herein set forth in full:
FIRST: The name of the corporation is: STANDARD MOTOR PRODUCTS,
INC.
SECOND: The purposes for which it is formed are as follows:
(a) To manufacture or otherwise produce automobile parts,
equipment, accessories or any articles which may be in
any way connected with or belonging to automobiles, or
motor vehicles, of any kind, character or description.
(b) To buy, sell at wholesale or retail, import, export,
lease or rent, or otherwise deal in automobile parts,
equipment, accessories and any other articles of any
kind, character, or description, which may be in any
way connected with or belonging to automobiles or motor
vehicles of any kind, character or description.
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(c) To alter or otherwise change the character of any and
all automobile parts, accessories, equipment, or of any
articles of any kind, character or description, which
may be in any way connected with or belonging to
automobiles or motor vehicles of any kind, character or
description.
(d) To buy, sell, lease or rent, import, export,
manufacture, produce, or otherwise trade and deal in
motor vehicles of any kind, character or description.
(e) To manufacture or otherwise purchase, and to alter and
change the character of goods, wares, merchandise and
personal property of any and every class, kind and
description which may be lawfully manufactured,
produced or altered by corporations under the statues
of the State of New York.
(f) To make and execute contracts for the purchase and sale
of the articles of merchandise hereinabove mentioned
and to purchase and sell options therefor.
(g) To conduct what is generally known as a mail order
business, subject to any restrictions placed thereon by
law.
(h) To buy, exchange, lease or otherwise acquire real
estate and any interest or right therein, and to hold,
own, operate, control, maintain and manage and improve
and develop the same, and to build, construct,
maintain, alter, manage and control directly or through
ownership of stock in any other corporation, any and
all kinds of
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buildings, edifices, stores, offices, warehouses,
mills, shops, factories, machinery and plants, and
any and all other structures and erections.
(i) To sell, assign, alienate, transfer and convey, lease
or otherwise dispose of, and to mortgage or otherwise
encumber the lands, buildings and any and all sorts of
real property of this corporation, wherever situate and
any and all legal and equitable interests therein.
(j) To apply for, obtain, register, purchase, lease, or
otherwise acquire and to hold, use, own and sell,
assign, or otherwise dispose of any trademarks, trade
names, patents, inventions and improvements accrued
under letters of patent of the United States or
elsewhere or otherwise; and to use and grant licenses
in respect of, or otherwise turn to account any such
trademarks, patents, licenses, inventions, and the like
or any such property or rights.
(k) To acquire by purchase, subscription or otherwise, and
to sell, assign, pledge or otherwise dispose of the
stocks and bonds or any obligations of any corporation,
and to exercise in respect thereof all the rights,
powers and privileges of individual owners including
the right to vote thereon, the ownership of which is
conducive to and consistent with the purposes of this
corporation; and to issue in exchange for such stocks,
bonds and obligations of such corporation, the stocks,
bonds and obligations of this corporation.
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(l) To aid in any manner permitted by law any corporation
of which any bonds and other securities or evidences of
indebtedness or stocks are held by this corporation,
and to do any acts for the protection, preservation or
enhancement of the value of such bonds or other
securities or evidences of indebtedness or stock.
(m) To engage in and carry out all the purposes and objects
herein set forth, and to acquire all the property,
rights and to exercise all the rights, privileges and
powers herein enumerated, in the United States, and any
foreign country.
(n) The foregoing and following clauses shall be construed
as objects and powers in furtherance and not in
limitation of the general powers conferred by the laws
of the State of New York, and it is hereby expressly
provided that the foregoing and following enumeration
of powers shall not be held to limit or restrict in any
manner the powers of this corporation, and this
corporation may do all and everything necessary,
suitable or proper for the accomplishments of any of
the purposes or objects hereinabove enumerated either
alone or in association with other corporations, firms,
or individuals to the same extent and as fully as
individuals might or could do as principal, agents,
contractors or otherwise.
(o) Nothing in this certificate contained, however, shall
authorize the corporation to carry on any business or
exercise any powers in any state or country which a
similar corporation organized under the laws
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of the State or country could not carry on or exercise,
or to engage within or without the State of New York in
the business of a lighting or transportation
corporation or the common carrier business or to issue
bills, notes, or other evidence of debt for circulation
as money.
THIRD: The amount of the Capital Stock which the Corporation is
authorized to issue is $70,000,000, consisting of 30,000,000 shares of par value
of $2.00 per share and 500,000 shares of the par value of $20.00 per share. The
number of shares which are to be without par value is none.
FOURTH: The shares of Capital Stock which the Corporation is
authorized to issue shall be divided into two classes, consisting of 500,000
shares of Preferred Stock, $20.00 par value which may be issued in one or more
series, and 30,000,000 shares of Common Stock, $2.00 par value.
DESIGNATIONS AND RELATIVE RIGHTS
OF PREFERRED STOCK
The Board of Directors is vested with the authority to establish and
designate series of the Preferred, to fix the number of shares therein, and the
variations in the relative rights, preferences and limitations as between
series.
RELATIVE RIGHTS OF COMMON STOCK
The restrictions and qualifications upon the preferences, privileges
and voting powers of Common Stock are as follows:
The holders of shares of Common Stock shall be entitled to receive
such dividends as shall be declared from time to time by the Board of Directors.
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Nothing contained herein shall limit any legal right of the
Corporation to purchase any shares of its Common Stock, or any options to
purchase shares of Capital Stock of the Corporation of any class whatsoever.
75% VOTE REQUIRED UNDER CERTAIN CIRCUMSTANCES
Any merger or consolidation of the Corporation, or any of its
subsidiaries, with or into any other corporation; any sale, lease, exchange or
other disposition of the Corporation or any of its subsidiaries, of all or
substantially all of its assets to any other corporation, person, entity, or any
purchase, lease or other acquisition by the Corporation, or any of its
subsidiaries, or any assets or securities or combination thereof, from any other
corporation, person or entity in exchange for voting securities (or securities
convertible into voting securities or options, warrants or rights to purchase
voting securities or securities convertible into voting securities) of the
Corporation, or any of its subsidiaries, shall require the affirmative vote of
the holders of (i) at least seventy-five percent (75%) of the outstanding shares
of each class of capital stock of the Corporation entitled to vote in elections
of directors and (ii) at least a majority of the remaining outstanding shares
(which are not beneficially owned, directly or indirectly, by such other
corporation, person or entity) of each class of capital stock of the Corporation
entitled to vote in elections of directors, if, as of the record date of the
determination of shareholders entitled to notice thereof and to vote thereon,
such other corporation, person or entity which is a party to such transaction is
the beneficial owner, directly or indirectly, of five percent (5%) or more of
the outstanding shares of any class of capital stock of the Corporation entitled
to vote in elections of directors. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that some lesser
percentage may be specified, by law or in any agreement with any national
securities exchange.
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BENEFICIAL OWNER DEFINED. For purposes of this Article Fourth any
other corporation, person or entity shall be deemed to be the beneficial owner
of any shares of capital stock of the Corporation:
(a) which it owns directly or indirectly, whether or not
of record;
(b) which it has the right to acquire pursuant to any
agreement or understanding or upon exercise of conversion rights,
warrants or options or otherwise;
(c) which are beneficially owned, directly or indirectly
(including shares deemed to be owned through application of
Subsection (b) above) by any "affiliate" or "associate" as those
terms were defined on February 19, 1976 in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934; or
(d) which are beneficially owned, directly or indirectly
(including shares deemed to be owned through application of
Subsection (b) above), by any other corporation, person or entity
with which it, or its "affiliate" or "associate", has any agreement,
arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of shares of capital stock of the Corporation.
For the purposes of this Article Fourth the outstanding shares
of any class of capital stock of the Corporation shall include any
shares deemed owned through the application of Subsection (b), (c)
and (d) above, but shall not include any other shares that may be
issuable by the Corporation pursuant to any agreement, or upon the
exercise of conversion rights, warrants, options, or otherwise.
POWER OF BOARD. The Board of Directors shall have the power and
duty to determine for the purposes of this Article on the basis of information
available to the Corporation, whether:
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(a) such other corporation, person or entity beneficially owns
five percent (5%) or more of the outstanding shares of any class of
capital stock of the Corporation entitled to vote in election of
directors;
(b) such other corporation, person or entity is an "affiliate" or
"associate" (as defined above) of another;
(c) the memorandum of understanding referred to below accurately
describes the transaction to which it relates; and
(d) the proposed transaction is in the best interest of the
Corporation and its shareholders.
In determining that the transaction is in the best interests of
the Corporation and its shareholders the directors may give due consideration to
all relevant factors including but not limited to the consideration offered;
their view of the future prospects and value of the Corporation, the social and
economic effects on the employees, customers, suppliers and other constituents
of the Corporation and its subsidiaries. Any such determination shall be
conclusive and binding for all purposes of this Article.
EXCEPTIONS. The 75% shareholder approval provisions of this Article
shall not apply to any merger, consolidation, sale, lease, exchange, purchases,
or other transactions described herein:
(a) if the Board of Directors of the Corporation shall have
approved by resolution of a memorandum or understanding with the
other corporation, person or entity with whom the transaction is
proposed after determining that it is in the best interest of the
Corporation and its shareholders;
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(b) if the transaction involves only the Corporation, or any
of its subsidiaries, and a corporation of which a majority of the
outstanding shares of each class of capital stock entitled to vote
in election of directors is owned of record or beneficially by the
corporation or any of its subsidiaries.
Any director may be removed at any time, without cause, by the
affirmative vote, at any shareholders' meeting, by the holders of at least
seventy-five percent (75%) of the outstanding shares of each class of capital
stock of the Corporation entitled to vote at such meeting.
This Article shall not be repealed or amended in any respect unless
such repeal or amendment is approved by the affirmative vote of the holders of
not less than seventy-five (75%) percent of the outstanding shares of stock of
each class of the Corporation entitled to vote thereon.
NO PREEMPTIVE RIGHTS
No holder of any shares of any class of the Corporation shall be
entitled as of right to purchase or subscribe for any part of any capital stock
of the Corporation authorized by this Certificate or of any additional capital
stock of any class to be issued by reason of any increase of the authorized
capital stock of the Corporation, or of any bonds, certificates of indebtedness,
debentures or other securities convertible into capital stock of the
Corporation, but any capital stock authorized by this Certificate, or any such
additional authorized issue of new capital stock or of securities convertible
into capital stock may be issued and disposed of by the Board of Directors to
such persons, firms, corporations or associations for such consideration and
upon such terms and in such manner the Board of Directors may in their
discretion determine, without offering any thereof on the same terms or on any
terms to the stockholders then of record or to any class of stockholders.
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AUTHORITY OF BOARD TO ISSUE CAPITAL STOCK
AND CONSIDERATION THEREOF
Without action by the stockholders, the shares of capital stock may
be issued by the Corporation from time to time for such consideration, not less
than the par value thereof in case of shares having a par value, as may be fixed
from time to time by the Board of Directors thereof, and any and all such shares
so issued, the full consideration for which has been paid or delivered, shall be
deemed fully paid stock and not liable to any further call or assessment
thereon, and the holder of such shares shall not be liable for any further call
or assessment thereon or for any further payment thereon.
FIFTH: The office of the Corporation is to be located
in the County of Queens, State New York.
SIXTH: The duration of the Corporation is to be perpetual.
SEVENTH: The Secretary of the State of New York is hereby
designated as the Agent of the Corporation upon who process in any action or
proceeding against it may be served. The address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the Corporation
which may be served upon him is c/o Mr. Bernard Fife, 37-18 Northern Boulevard,
Long Island City, New York 11101.
EIGHTH: Any one or more members of the Board of Directors or any
Committee thereof may participate in a meeting of such Board or Committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in persons at a meeting.
NINTH: The corporation shall, to the fullest extent permitted by
Article 7 of the Business Corporation Law of the State of New York, as the same
may be amended and
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supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Article, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
said Article, as to action in any capacity in which he or she served at the
request of the corporation.
TENTH: The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law of the State of New York, as the
same may be amended and supplemented.
5. The foregoing amendments to the Restated Certificate of
Incorporation were authorized by the affirmative vote of a majority of the
shares of stock entitled to vote thereon.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 31st day of
July, 1990.
LAWRENCE I. SILLS
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Lawrence I. Sills,
President
MARK S. CHANKO
----------------------------
Mark S. Chanko,
Secretary
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