As filed with the Securities and Exchange Commission on June 7, 2005
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
37-18 Northern Boulevard
Long Island City, New York 11101
(Address of Principal Executive Offices)
2004 OMNIBUS STOCK OPTION PLAN
2004 INDEPENDENT DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
Carmine J. Broccole
General Counsel
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)
CALCULATION OF REGISTRATION FEE
========================== ==================== ====================== ====================== ======================
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, $2.00 par 500,000 shares $11.29 $5,645,000 $665
value, to be issued
under the 2004 Omnibus
Stock Option Plan
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common Stock, $2.00 par 50,000 shares $11.29 $564,500 $67
value, to be issued
under the 2004
Independent Directors'
Stock Option Plan
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Total 550,000 shares $6,209,500 $732
========================== ==================== ====================== ====================== ======================
(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.
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 as
reported by the New York Stock Exchange on June 2, 2005.
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EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 of
Standard Motor Products, Inc. (the "Registrant") is to register an aggregate of
550,000 shares of the Registrant's common stock, par value $2.00 per share (the
"Common Stock"), of which 500,000 shares are issuable pursuant to the
Registrant's 2004 Omnibus Stock Option Plan and 50,000 shares are issuable
pursuant to the 2004 Independent Directors' Stock Option Plan (the "Plans").
The documents containing the information concerning the Plans
specified in Part I of the instructions to Registration Statement on Form S-8
have been or will be sent or given to the participants in the Plans, as
specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities
Act"). In accordance with the Note to Part I of the instructions to Registration
Statement on Form S-8, such documents are not filed with the Securities and
Exchange Commission either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute 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 the Registrant with
the Securities and Exchange Commission (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) Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, as filed with the Commission on March 31, 2005 ("2004 Form
10-K").
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 2005, as filed with the Commission on May 10, 2005.
(c) Current Reports on Form 8-K, each as filed with the
Commission on March 31, 2005, May 12, 2005 and May 23, 2005.
(d) The portions of our Proxy Statement relating to our Annual
Meeting of Stockholders held on May 19, 2005, as filed with the Commission on
April 19, 2005, that have been incorporated by reference into the 2004 Form
10-K.
(e) The description of the Registrant's Common Stock, $2.00
par value, set forth under the caption "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-3, as amended (File No.
333-103194), filed with the Commission on June 4, 2003, together with any
amendment or report filed with the Commission for the purpose of updating such
description.
(f) All documents subsequently filed by the Registrant's with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
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 hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In 1986, various Sections of Article 7 of the Business Corporation Law of New
York (the "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 our directors, officers and employees, as
applicable, to the fullest extent permitted by these statutory amendments, we
amended and restated our By-laws (the "By-laws") and restated our Certificate of
Incorporation, as amended (the "Certificate of Incorporation").
In general, the By-laws and Certificate of Incorporation provide that we shall,
to the fullest extent permitted by Article 7 of the BCL, 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 us, or serves or served, at our
request, any other corporation 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
us or on our behalf or any other corporation or enterprise which the director or
officer of us serves or has served at our request. The By-laws prohibit
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 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 we have given our prior consent to such settlement or other
disposition. The By-laws require us 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 us 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.
The Certificate of Incorporation provides that the personal liability of our
directors be eliminated to the fullest extent permitted by the provisions of BCL
Section 402(b). It also provides that we 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. 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.
We maintain an officers' and directors' liability insurance policy insuring our
officers and directors against certain liabilities and expenses incurred by them
in their capacities as such. The policy does not reimburse us for
indemnification obligations to our officers and directors.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 2004 Omnibus Stock Option Plan (including form of related Stock Option
Agreement).
4.2 2004 Independent Directors' Stock Option Plan (including form of
related Stock Option Agreement).
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Grant Thornton LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereof).
ITEM 9. UNDERTAKINGS.
A. 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that 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.
C. 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, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange 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 hereunder, 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
of 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.
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 Long Island City, State of New York on this 7th
day of June, 2005.
STANDARD MOTOR PRODUCTS, INC.
By: /S/ JAMES J. BURKE
----------------------
Name: James J. Burke Title: Vice President, Finance
and Chief Financial Officer
Each person whose signature appears below appoints Lawrence I.
Sills and James J. Burke his 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 the Registration Statement (including
post-effective amendments) and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in any of the
foregoing, and generally to do anything else necessary or proper in connection
therewith.
Pursuant to the requirements of the Securities Act of 1933, 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 Chairman of the Board and June 7, 2005
--------------------- Chief Executive Officer
Lawrence I. Sills (Principal Executive Officer)
/S/ JAMES J. BURKE Vice President, Finance and June 7, 2005
------------------ Chief Financial Officer
James J. Burke (Principal Financial Officer and
Principal Accounting Officer)
/S/ ROBERT M. GERRITY Director June 7, 2005
---------------------
Robert M. Gerrity
/S/ KENNETH A. LEHMAN Director June 7, 2005
---------------------
Kenneth A. Lehman
/S/ ARTHUR S. SILLS Director June 7, 2005
-------------------
Arthur S. Sills
/S/ PETER J. SILLS Director June 7, 2005
------------------
Peter J. Sills
/S/ FREDERICK D. STURDIVANT Director June 7, 2005
---------------------------
Frederick D. Sturdivant
/S/ WILLIAM H. TURNER Director June 7, 2005
---------------------
William H. Turner
/S/ RICHARD S. WARD Director June 7, 2005
-------------------
Richard S. Ward
/S/ ROGER M. WIDMANN Director June 7, 2005
--------------------
Roger M. Widmann
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 2004 Omnibus Stock Option Plan (including form of related Stock Option
Agreement).
4.2 2004 Independent Directors' Stock Option Plan (including form of
related Stock Option Agreement).
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Grant Thornton LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereof).