Registration No. 33 -
------------
- --------------------------------------------------------------------------------
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 of Incorporation) I.R.S. Employer I.D. No.
37-18 Northern Blvd., Long Island City, NY 11101
- ------------------------------------------ ------------------------
(Address of Principal Executive Offices) (Zip Code)
1994 OMNIBUS STOCK OPTION PLAN
------------------------------
OF STANDARD MOTOR PRODUCTS, INC.
--------------------------------
(Full title of the plan)
Lawrence I. Sills, President
Standard Motor Products, Inc.
37-18 Northern Blvd.
Long Island City, NY 11101
718-392-0200
------------
(Telephone number, including area code
of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
maximum Proposed
offering maximum Amount of
Title of securities Amount to price per aggregate registration
to be registered be registered share (2) offering price (2) fee
- --------------------------------------------------------------------------------
Common Stock, 400,000 shares $19.75 $7,900,000 $2,724.13
$2.00 par (1)
(1) It is not possible to determine in advance the precise number of shares
that will be purchased under the 1994 Omnibus Stock Option Plan (the "Plan"),
since the precise number will depend upon the extent to which eligible
employees elect to purchase shares.
(2) This calculation is made pursuant to Rule 457 under the Securities of 1933
solely for the purpose of determining the amount of the registration fee and is
based on an exercise price of $19.75 per share with respect to an aggregate of
400,000 shares of Common Stock issuable upon the exercise of options granted
and to be granted under the Plan. The exercise price reflected and used for
calculation of the fee is the average of the high and low sales prices for the
Common Stock reported on the New York Stock Exchange Composite Tape for April
13, 1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (Items 1 and
2) of Form S-8 will be sent or given to employees as specified by Rule 428(d)
(1) under the Securities Act of 1933. These documents and the documents
incorporated by reference in the registration statement pursuant to Item 3 of
Part II of Form S-8, 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 Certain Documents by Reference
The following documents filed by Registrant with the Securities and Exchange
Commission are incorporated by reference in this registration statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994;
(3) Registrant's proxy statement, dated April 26, 1994, filed in
connection with its Annual Meeting of Shareholders held on May 26,
1994; and
(4) The description of Registrant's Common Stock as contained in
Registrant's Restated Certificate of Incorporation dated July 31,
1990, filed as an Exhibit to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1990.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 are made a part hereof from the date of filing of
such documents.
- 2 -
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, and in 1987 BCL Section 402(b) was 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 indemnification if
a judgement 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 and
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 similar
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 and all persons whom it shall have power to
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.
- 3 -
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 8. Exhibits
See index to Exhibits on page 7.
Item 9. Undertakings
(a) Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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 this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that paragraphs (1)(i) and 1(ii)
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 -
(b) Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of Registrant's annual report pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934 (and each
filing of the annual report of the Plan 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 of 1933 may be permitted to directors, officers
and controlling person of Registrant pursuant to the provisions
described under Item 6 above, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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, 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 Act and will be governed by the final
adjudication of such issue.
- 5 -
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, 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 April 3, 1995.
STANDARD MOTOR PRODUCTS, INC.
By: David Kerner,
---------------------------
Treasurer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints David Kerner, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Lawrence I. Sills President, Chief Operating April 4, 1995
------------------------
Officer & Director
Michael J. Bailey Vice President-Finance, April 4, 1995
------------------------
Chief Financial Officer
(Principal Accounting Officer)
Bernard Fife Co-Chairman of Board of Directors April 4, 1995
------------------------
Nathaniel L. Sills Co-Chairman of Board of Directors April 4, 1995
------------------------
Arthur D. Davis Director April 4, 1995
------------------------
William H. Turner Director April 4, 1995
------------------------
John L. Kelsey Director April 4, 1995
------------------------
Robert J. Swartz Director April 4, 1995
------------------------
Arlene R. Fife Director April 4, 1995
------------------------
Ruth F. Sills Director April 4, 1995
------------------------
- 6 -
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
4.1 1994 Ominibus Stock Option Plan of
Standard Motor Products, Inc. 8
4.2 Restated Certificate of Incorporation (1)
4.3 Restated By-Laws (2)
5.1 Opinion of Bondy & Schloss as to the
legality of the stock being registered 17
23.1 Consent of Independent Auditors - 18
KPMG Peat Marwick LLP
23.2 Consent of Independent Auditors - 19
David Berdon & Co. LLP
23.3 Consent of Bondy & Schloss 17
24.1 Power of Attorney 6
- ------------------------------------------
(1) Incorporated by reference. Filed as an Exhibit to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990.
(2) Incorporated by reference. Filed as an Exhibit to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986.
- 7 -
EXHIBIT 4.1
1994 OMNIBUS STOCK OPTION PLAN
OF
STANDARD MOTOR PRODUCTS, INC.
1. Purpose. The purpose of this Stock Option Plan is to advance the
interest of Standard Motor Products, Inc., a New York corporation (the
"Company"), by encouraging and enabling the acquisition of a larger personal
proprietary interest in the Company by key employees of the Company and its
Subsidiaries (as hereinafter defined) and by other individuals upon whose
judgment and commitment the Company is largely dependent for the successful
conduct of its operations. It is anticipated that the acquisition of such
proprietary interest in the Company will stimulate the efforts of such
individuals on behalf of the Company and strengthen their desire to remain
associated with the Company and its Subsidiaries as well as enable the Company
to attract valuable employees.
2. Definitions. When used in this Plan, unless the context otherwise
requires:
(a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time, and as elected at the Company's
annual shareholder's meeting.
(b) "Cause" means a finding by the Board based upon reasonable
evidence presented in writing to the individual that the individual engaged in
a criminal act or a willful misconduct or neglect inconsistent with his
employment responsibilities or contractual relationship with the Company any of
which resulted in harm to the Company.
(c) "Chief Executive Officer" shall mean the persons who at the time
shall be Chief Executive Officer or Co-Chief Executive Officers of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Fair Market Value" of a Share at any particular time shall mean
with respect to common stock , the average of the high and low sale prices per
share of the Company's Common Stock on the New York Stock Exchange on the date
of a grant.
(f) "Incentive Stock Option" shall mean any stock option issued
pursuant to the Plan which qualifies as an incentive stock option under Section
422 of the Code.
(g) "Non-Qualified Option" shall mean any stock option issued
pursuant to the Plan which is not an Incentive Stock Option.
(h) "Option" shall mean either an Incentive Stock Option or a
Non-Qualified Option issued pursuant to the Plan.
- 8 -
(i) "Plan" shall mean this 1994 Omnibus Stock Option Plan of
Standard Motor Products, Inc. adopted by the Board of Directors at its meeting
held on April 8, 1994, as such Plan from time to time may be amended.
(j) "Share" shall mean a share of the Company's Common Stock, par
value $2. per share.
(k) "Subsidiary" shall mean an entity, 50% or more of the stock of
which having ordinary voting power is owned or controlled by the Company.
3. Committee. The Plan shall be administered by the President or the
Chief Financial Officer of the Company or their designee(s). The Compensation
Committee of the Company, however, shall have control of the terms and
provisions of the Plan, including the right to amend the Plan as further
defined in Section 15.
4. Participants. Except for members of the Compensation Committee, who
are ineligible to receive option grants, all persons who now are, or who during
the term of the Plan become, key employees of the Company or any of its
Subsidiaries, shall be eligible to receive Options under the Plan. The
individuals to whom Options are to be granted under the Plan, and the number of
Shares to be subject to such Options shall be determined by the Compensation
Committee in its sole discretion, subject, however, to the terms and conditions
of the Plan. A person shall not be disqualified from receiving Options under
the Plan solely because he or she already holds a stock option of the Company
or a Subsidiary, whether granted pursuant to the Plan or otherwise.
5. Grant of Options. The Compensation Committee may, but shall not be
required to, grant Options with respect to an aggregate of not more than
400,000 Shares subject to adjustment pursuant to Section 13 hereof. Such
Shares may be either treasury Shares or authorized but unissued shares.
Options granted under the Plan to an employee of the Company or any of its
Subsidiaries may either be Incentive Stock Options or Non-Qualified Options, as
the Compensation Committee shall designate. No grant of an Option may exceed
50,000 shares. In addition, no more than one grant can be made to any
individual in any calendar year.
Except as provided below, the number of Shares with respect to which
Options may be granted to any eligible individual shall be determined by the
Compensation Committee in its sole discretion. Notwithstanding any other
provision of this Plan to the contrary, the aggregate Fair Market Value
(determined as of the time an Option is granted) of the Shares with respect to
which any individual employee may be granted Options which are Incentive Stock
Options, and which becomes exercisable for the first time in any one calendar
year (under this Plan and all other stock option plans maintained by the
Company or any of its Subsidiaries), shall not exceed $100,000.
To the extent that an Option shall expire or terminate for any reason,
without having been exercised in full, Options may again be issued under the
Plan with respect to the Shares for which the expired or terminated Option had
not been exercised.
- 9 -
A Certificate of Option or Option Agreement, in form determined by the
Compensation Committee and signed by the Chairman of the Board, the President
or the Chief Financial Officer of the Company, attested by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the Company,
and having the seal of the Company affixed hereto, shall be delivered to each
person to whom an Option is granted. Each Certificate of Option or Option
Agreement shall bear a legend indicating its status as either an Incentive
Stock Option or Non- Qualified Option, and shall contain the terms designated
by the Compensation Committee pursuant to the Plan and such other terms and
conditions, not inconsistent with the Plan, as the Compensation Committee deems
necessary or appropriate.
6. Price. The purchase price per Share for the Shares to be purchased
pursuant to the exercise of any Option (the "Option Price") shall be fixed by
the Compensation Committee at the time of the grant of the Option and shall be
at least equal to 100% of the Fair Market Value of a Share on the date such
Option is granted; provided, however, that if an Option that is intended to
qualify as an Incentive Stock Option is issued to an employee who owns more
than ten percent (10%) of the combined voting power of all classes of stock of
the Company or any of its Subsidiaries ("10% owner"), then the Option Price for
such Option shall be at least equal to 110% of the Fair Market Value of a Share
on the date the Option is granted. Subject to the foregoing provisions, the
Compensation Committee shall have full authority and discretion and be fully
protected in fixing an Option Price. In determining whether a person is a 10%
owner, such person shall be considered the owner of stock in accordance with
Section 424 of the Code (or any successor provision of law) and will be deemed
to have exercised all then outstanding stock options granted to such person to
acquire stock of the Company or a Subsidiary, whether or not such stock options
were granted under the Plan.
Except as otherwise permitted below, payment of the Option Price pursuant
to the exercise of an Option shall be made in full at the time of the exercise
of the Option, either in cash, or by certified check payable to the order of
the Company. In addition, if the Compensation Committee in its discretion
deems it advisable, it may provide when an Option is granted that the Option
Price or any portion the individual exercising such Shares, valued at their
then Fair Market Value, may be exercised, in whole or in part through the
surrender of previously acquired Shares of the Company at their fair market
value on the exercise date or through other financial arrangements made with a
stock broker.
7. Duration of Options. Except as provided below, each Option granted
under the Plan shall provide that it may not be exercised after ten years from
the date upon which the Option was granted, or such lesser period as
determined by the Compensation Committee in its discretion. However, any
Option granted to a 10% owner that is intended to qualify as an Incentive Stock
Option shall provide that it may not be exercised after five years after the
date upon which the option was granted, or such lesser period as determined by
the Compensation Committee in its discretion.
8. Consideration for Options. An individual designated by the
Compensation Committee to receive an Option under the Plan shall not be
required to make any cash payment in consideration of the grant of such
Option. However, the Compensation Committee in its discretion may require such
other consideration as it deems appropriate for the grant of an Option,
including, without limitation, by providing that the exercise of the Option is
conditioned upon the holder's continued employment by or other affiliation with
the Company or a Subsidiary.
- 10 -
9. Non-Transferability of Options. Options shall not be transferable by
the holder thereof, otherwise than by will or the laws of descent and
distribution to the extent provided in Section 12 hereof. Options may be
exercised or surrendered during the holder's lifetime only by the holder
thereof; provided, however, that in the event that an Option holder becomes
legally incapacitated and a representative or committee is appointed to act on
his or her behalf, such representative or committee may exercise any Options
that are held by the incapacitated Option holder to the same extent as the
holder could have had he or she not suffered such incapacity.
10. Exercise of Options. Except as otherwise provided herein, an Option
after the grant thereof, shall be exercisable by the holder at such rate and
times as may be fixed by the Compensation Committee, but not sooner than
approval of the Plan by stockholders of the Company as provided in Section 16
hereof. No Option may be exercised until the first anniversary of the date
upon which the Option was granted. Subject to the approval of the Compensation
Committee and the provisions of Section 15, the following grants of Options
shall be offered under the Plan:
(a) The Option granted hereby shall remain exercisable, unless otherwise
determined by the Compensation Committee, until the fifth anniversary of the
date of the vesting of such Option, to the extent it has not theretofore been
exercised.
(b) The option granted hereby shall become exercisable at the discretion of
the Compensation Committee, either with cliff vesting or graded vesting. If
graded vesting, the vesting will occur over equal periods, not to exceed five
years. For example, if vesting is to occur over four years then 25% of the
Shares subject to an Option may be purchased on or after the first anniversary
of the Option's date of grant and an additional 25% of the Shares subject to
the Option may be purchased on or after each of the second, third and fourth
anniversaries, respectively of the Option's date of grant, but in each case
prior to the Options expiration date.
Notwithstanding anything to the contrary and for purposes of granting Options
in accordance with (b) above, the Compensation Committee shall retain the
right to require that with respect to any vesting of such Option, the Option
holder must acquire and continue to directly own shares of the Company's Common
Stock in an amount equivalent to no more than 50% of such Option holder's
applicable base salary for the applicable year(s). For purposes of determining
the ownership level, shares of the Company's Common Stock shall include all
shares owned directly by the Option holder. At the option of the Compensation
Committee, no more than 50% of the vested shares under the Standard Motor
Products, Inc. Employee Stock Ownership Plan may be considered in determining
the ownership level. If the Option holder does not possess the requisite
ownership level at the date of an initial option grant under this Plan, then
the Option holder shall be permitted a two-year period, measured from the date
of the initial grant awarded to the Optionee under this Plan, to acquire the
shares of the Company to satisfy the ownership requirement.
- 11 -
The Compensation Committee shall have the right to authorize the availability
to Plan participants of interest-bearing loans from the Company at interest
rates set by the Compensation Committee with payment terms not to exceed four
(4) years. Such loan is to be used solely for the purchase of the Company's
Common Stock to meet the initial ownership requirement under the Plan up to an
amount equal to seventy-five percent of an Optionee's required ownership
level. Additional loans to fund the future acquisition of the Company's Common
Stock as required by base wage increases are not permitted. Such loans are to
be secured by the Company's Common Stock.
Notwithstanding the foregoing, if an Option holder attains age 65 while
employed by the Company or any of its Subsidiaries, such Option as granted
under (a) above, shall become exercisable in full at that time that the Plan
has been approved by the stockholders of the Company as provided in Section 16
hereof. In addition, on account of total disability or death of the Option
holder, the vesting of such Options shall automatically accelerate. The
Compensation Committee may also accelerate the vesting of the Options under (b)
above upon an Option holder's termination of employment with the Company,
subject to Section 12.
An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect by the Certificate of Option or
Option Agreement and, in the case of exercise of an Option, by full payment of
the Option Price for the Shares to be purchased pursuant to such exercise.
Such deliveries shall be made to the officer of the Company appointed by either
the Chairman of the Board or the Compensation Committee for the purpose of
receiving the same.
Within a reasonable time after exercise of an Option, the Company shall
cause to be delivered to the person entitled thereto a certificate for the
Shares purchased pursuant to exercise of the Option. All such Shares and
certificates shall be issued in the name of the person who is entitled at the
time to exercise the Option or, if such person is the original holder and so
elects, in the name of such person and his or her spouse as joint tenants with
right of survivorship. If the Option shall have been exercised with respect to
less than all of the Shares subject thereto, then the Company shall also cause
to be delivered to the person entitled thereto a new Certificate of Option or
Option Agreement in replacement of the certificate or agreement surrendered at
the time of the exercise, indicating the number of shares with respect to which
the Option remains available for exercise, or else the original certificate or
agreement shall be enclosed to give effect to the partial exercise thereof.
11. Tax Withholding. In the event that the holder of an Option elects to
exercise his or her Options or any part thereof pursuant to Section 10 hereof,
and the Company or a Subsidiary shall be required to withhold any amount with
respect to such exercise by reason of any federal, state or local tax laws,
rules or regulations, then the Company or such Subsidiary shall be entitled to
deduct and withhold such amounts from any payments (including, but not limited
to payments in Shares) to be made to the holder, whether in connection with
such exercise or otherwise. In any event, the holder shall make available to
the Company or such Subsidiary, promptly when requested by the Company or such
Subsidiary, sufficient funds or other property (including, but not limited to,
Shares) to meet the requirements of such withholding; and the Company or
Subsidiary shall be entitled to take and authorize such steps as it may deem
advisable in order to have the amounts required to be withheld made available
to the Company or such Subsidiary out any funds or property (including, but not
limited to, Shares) due or to become due to the holder.
- 12 -
12. Termination of Employment or Other Relationship. If an Option
holder's employment by the Company and its Subsidiaries shall terminate for any
reason other than discharge for Cause, retirement on or after age 65, total
disability (to an extent, if any and in a manner as shall be determined by each
case by the Compensation Committee in its sole discretion), or death, then such
Option holder or the representative of the estate or the heirs of a deceased
Option holder, as the case may be, shall have until the earlier of the end of
the 90th business day following such cessation of employment, as the case may
be, or the expiration date of the Option, and no longer, to exercise any
unexercised portion of such Option that he could have exercised on the day on
which such employment services terminated. If the employment of an Option
holder with the Company and its Subsidiaries are terminated for Cause (the
determination of whether such termination was for Cause to be made by the
Compensation Committee in its sole discretion, which shall be conclusive), then
all Options held by such holder shall terminate immediately, and an Option
holder whose employment is so terminated shall have no right on and after such
termination to exercise any then unexercised portion of such options
notwithstanding the holder's right to exercise all or a portion of such Options
prior to termination.
Notwithstanding any part of the foregoing to the contrary, Options may not
be exercised prior to the approval of the Plan by the stockholders of the
Company as provided in Section 16 hereof.
The Compensation Committee in its discretion may provide when it grants an
Option that, notwithstanding any provision of the Plan or a Certificate of
Option or Option Agreement to the contrary, the Option Price payable upon the
exercise of an Option after the termination of the Option holder's employment,
may only be paid upon exercise and in cash or by certified check.
An Option holder's transfer, without interruption in service, between the
Company and its Subsidiaries during the term of an Option granted under the
Plan shall not be considered a termination of employment or other relationship
for purposes of the Plan. An Option holder's rights shall not be affected by
any change in duties or position after an Option is granted to him or her under
the Plan, so long as the Option holder continues to be employed by the Company
or a Subsidiary. Whether an authorized leave of absence or absence for
military or governmental service shall constitute termination of employment or
other relationship for purposes of the Plan shall be determined by the
Compensation Committee in its sole discretion.
Nothing contained herein or in any Certificate of Option or Option
Agreement shall be construed to confer or any employee or other individual any
right to continue to be employed by the Company or a Subsidiary or derogate
from any right of the Company or a Subsidiary to retire, request the
resignation of or discharge such individual (without or with pay), at any time,
with or without cause.
- 13 -
13. Adjustment of Shares. If prior to the complete exercise of any
Option there shall be declared and paid a stock dividend upon the shares or if
the Shares shall be split up, converted, exchanged, reclassified, combined or
in any way substituted for, the Option to the extent that they have not been
exercised, shall entitle the holder upon the future exercise of the Option to
purchase such number and kind of securities or other property subject to the
terms of the Option which he or she would have been entitled to receive had he
or she actually owned the Shares subject to the unexercised portion of the
Option at the time of the occurrence of such event; and the aggregate Option
Price payable upon the future exercise of the Option stall be the same as if
the original Shares were being purchased thereunder. Any fractional Shares or
other securities which may be issuable upon the exercise of the Option as a
result of such adjustment shall be payable in cash based upon the Fair Market
Value of such Shares or other securities as of the time of such exercise. If
any such event should occur, the number of Shares with respect to which Options
remains to be granted, or with respect to which Options may again be granted,
shall be similarly adjusted.
If the Board of Directors approves or authorizes the dissolution or
liquidation of the Company, or the reorganization, merger or consolidation of
the Company with one or more corporations as a result of which either the
Company will become a wholly-owned subsidiary of another corporation or neither
the Company nor a Subsidiary is the surviving corporation, or the sale of all
or substantially all of the assets of the Company other than to a Subsidiary,
or if a tender offer for the Common Stock (or any other capital stock of the
Company or a Subsidiary for which all the Common Stock has heretofore been
exchanged or into which it has been changed (the "Recapitalized Stock") shall
commence, or, if during any twelve month period, a majority of the members of
the Board of Directors are replaced with newly elected individuals, or such
existing directors cease to constitute a majority of the Board of Directors,
unless such new directors were nominated by the management of the Company,
(each of the foregoing being referred to hereinafter as an "Extraordinary
Transaction"), or, if, after the adoption of the Plan, any individual,
corporation, other entity or any group (within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended), which is unaffiliated with
the Company or a Subsidiary other than as a stockholder of the Company,
acquires, directly or indirectly, within any twelve-month period shares of the
Common Stock or any class of Recapitalized Stock with full voting rights
(excluding any shares issued in any acquisition or reorganization approved by
the Board of Directors in which the Company is the surviving corporation or in
control of the surviving corporation and any shares issued by the Company in a
public or private offering), such that such individual, corporation, other
entity or group becomes, directly or indirectly, after the adoption of the
Plan, the holder of Common Stock or such Recapitalized Stock representing 25
percent or more of the then current ordinary voting power of the Company's
stock (a "Substantial Change in Ownership"), then, effective upon the Board of
Directors, approval of the Extraordinary Transaction (other than a tender
offer), the commencement of the tender offer, or the occurrence of the
Substantial Change in Ownership, as the case may be, the time when each then
outstanding Options granted under the Plan may be exercised shall automatically
be accelerated so that each holder thereof may exercise his or her Options in
full or in any part prior to the consummation of the Extraordinary Transaction
or promptly after a Substantial Change in Ownership. For the purposes of
determining if a Substantial Change in Ownership has occurred, an individual,
corporation, other entity or group shall not be deemed to hold any Common Stock
or Recapitalized Stock issuable upon the conversion of any convertible
securities of the Company or a Subsidiary or upon the exercise of any option or
warrant for or other right to purchase Common Stock or Recapitalized Stock
unless such Common Stock or Recapitalized Stock has actually been issued upon
conversion or exercise. Where any Option, the exercise date
- 14 -
of which has been accelerated pursuant to this paragraph, is thereafter
exercised, the Option Price may be paid in any manner and upon the terms
permitted by the applicable Option.
The Compensation Committee's determination as to adjustments to be made
pursuant to this Section 13 shall be final, binding and conclusive.
14. Issuance of Shares Compliance with Securities Laws. The Company may
postpone the issuance and delivery of Shares upon any exercise of an Option
until (a) the admission of such Shares to listing on NYSE or any stock exchange
or exchanges on which Shares are then listed and (b) the completion of such
registration or other qualification of such Shares or such filings under any
federal or state law, rule or regulation as the Company shall determine to be
necessary or advisable. Any person exercising any Option shall make such
representations and furnish such information as may, in the opinion of counsel
for the Company, be appropriate to permit the Company to issue the Shares in
compliance with the provisions of applicable federal and state securities laws,
rules, and regulations. The Company shall have the right, in its sole
discretion, to issue "stop transfer" instructions for, and to place an
appropriate legend on the certificates for, any Shares which may be issued upon
exercise of an Option. Nothing in the Plan or any Certificate of Option or
Option Agreement shall be construed to require the Company to register the
Shares issued or issuable under the Options under the Securities Act of 1933,
as amended, or under any applicable state securities law.
15. Amendment and Administration of the Plan. Except as hereinafter
provided, the Compensation Committee may at any time withdraw or from time to
time amend the Plan and the terms and conditions of any Options not theretofore
granted, and the Compensation Committee may, with the consent of the affected
holder of any Option, at any time or from time to time amend the terms and
conditions of such Options as have been theretofore granted. Notwithstanding
the foregoing, (i) neither the Board of Directors nor the Compensation
Committee may take any action which would result in the failure of any
Incentive Stock Option to meet the requirements of Section 422 of the Code and
(ii) neither the Board of Directors nor the Compensation Committee may take any
of the following actions unless the holders of a majority of the Company's
stock entitled to vote approve such action within one year before or after it
is taken:
(a) materially increase the total number of Shares for which Options
may be granted under the Plan in the aggregate or to any one
person;
(b) change the minimum Option Price for Shares subject to Options;
(c) permit an Option to be exercised earlier than one year after it
is granted;
(d) extend the termination date of the Plan; or
(e) take any other action with respect to the Plan which under the
Code would be deemed the adoption of a new plan or which, under
Rule 16b-3 promulgated pursuant to the Securities Exchange, Act
of 1934, would require approval of the Company's stockholders.
- 15 -
To the extent not inconsistent with the Plan, the Compensation Committee
may authorize and establish such rules and regulations as it may determine to
be advisable to make the Plan Options effective or to provide for their
administration, and may take such other action with regard to the Plan Options
as it shall deem desirable to effectuate their purpose. The Compensation
Committee shall have the authority to interpret the Plan as it may deem
advisable and to make determinations which shall be final, binding and
conclusive upon all persons. No member of the Board of Directors or the
Compensation Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under it.
16. Approvals. This Plan is conditioned upon its approval by the holders
of a majority of the stock of the Company entitled to vote, present in person
or by proxy, at any special or annual meeting, on or before May 26, 1994;
provided, however, that the Plan is adopted and approved by the Board of
Directors. Any Options granted under the Plan prior to such approval shall be
granted subject to such approval, and in the event that this Plan is not
approved by the stockholders of the Company as aforesaid, this Plan shall be
void and of no force and effect, and any Options that may have been granted
shall be void and of no force or effect.
17. Applicable Law. The Plan and all Options granted pursuant to it are
subject to all applicable laws and the rules and regulations of governmental
authorities. Notwithstanding any provisions of the Plan or any Option to the
contrary, no option holder shall be entitled to exercise an Option or any other
right under the applicable Option, and the Company shall not be obligated to
issue any Shares to such holder or to take any other action under the
applicable Option, if such exercise, issuance or other action would constitute
a violation of any law, rule, or regulation applicable to the Option holder or
the Company or of any order, judicial decision, or material agreement to which
the Company is a party or by which it is bound. The Plan will be administered
in accordance with and governed by the laws of the state of New York.
18. Final Issuance Date. No Option shall be granted under the Plan after
May 25, 2004.
- 16 -
EXHIBIT 5.1
OPINION AND CONSENT OF COUNSEL
Bondy & Schloss
6 East 43rd Street
New York, NY 10017
April 3, 1995
Board of Directors
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, NY 11101
Gentlemen:
This opinion and consent is provided to you in connection with the Standard
Motor Products, Inc. (the "Company") Registration Statement on Form S-8 (the
"Registration Statement") to be filed under the Securities Act of 1933, as
amended (the "Act"), relating to an offering of up to 400,000 shares of the
Company's Common Stock (the "Common Stock") issuable upon the exercise of
options granted under the Company's 1994 Omnibus Stock Option Plan (the "Plan").
It is our opinion that the shares of Common Stock are validly authorized and,
when such shares have been delivered against payment therefor as contemplated
under the Plan, such shares will be validly issued, fully paid, and
non-assessable.
We know that this opinion will be filed as Exhibit 5.1 to the Registration
Statement and consent to such filing.
Very truly yours,
BONDY & SCHLOSS
- 17 -
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
KPMG PEAT MARWICK LLP
The Board of Directors
Standard Motor Products, Inc.:
We consent to the use of our report relating to the consolidated financial
statements of Standard Motor Products, Inc. and subsidiaries incorporated
herein by reference.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
April 14, 1995
- 18 -
EXHIBIT 23.2
CONSENT INDEPENDENT AUDITORS
DAVID BERDON & CO. LLP
We consent to the incorporation by reference in this Registration Statement of
Standard Motor Products, Inc. on Form S-8 of our report dated February 25,
1994, related to the Consolidated Financial Statements and schedule included in
Part II, Item 3 (1) of the 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc.
DAVID BERDON & CO. LLP
Certified Public Accountants
New York, New York
April 13, 1995
- 19 -
