FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Quarterly Period Ended June 30, 1996
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 1-4743
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
37-18 Northern Blvd., Long Island City, N.Y. 11101
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(Address of principal executive offices) (Zip Code)
(718) 392-0200
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(Registrant's telephone number, including area code)
None
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(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Date Class Shares Outstanding
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June 30, 1996 Common Stock 13,138,811
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
JUNE 30, 1996
PART II - OTHER INFORMATION
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Item 4 Page No.
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Submission of matters to a vote of Security Holders 2
Item 6
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Exhibits and Reports on Form 8-K 3
Signature 3
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PART II - OTHER INFORMATION
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Item 4. Submission of matters to a vote of Security Holders
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a) May 23, 1996, Annual Meeting
b) Directors Elected - Bernard Fife
Nathaniel L. Sills
Lawrence I. Sills
Arthur D. Davis
William H. Turner
John L. Kelsey
Robert J. Swartz
Marilyn F. Cragin
Arthur S. Sills
Morton David
c) Proposals voted upon:
(i) Election of Directors:
Votes For Votes Withheld
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Bernard Fife 10,186,546 59,599
Nathaniel L. Sills 10,188,139 58,006
Lawrence I. Sills 10,199,036 47,109
Arthur D. Davis 10,199,933 46,212
William H. Turner 10,199,294 46,851
John L. Kelsey 10,195,856 50,289
Robert J. Swartz 10,198,841 47,304
Marilyn F. Cragin 10,199,459 46,686
Arthur S. Sills 10,197,236 48,909
Morton David 10,201,249 44,896
(ii) To adopt the Company's Independent Outside Directors' Stock
Option Plan:
Votes For Votes Against Votes Withheld
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9,855,330 345,464 45,351
(iii)To ratify an amendment to the Company's By-Laws to permit
retainer payments to directors:
Votes For Votes Against Votes Withheld
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9,909,104 284,495 52,546
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Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
NUMBER DESCRIPTION METHOD OF FILING
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10.17 1996 Independent Outside Filed with this Document
Directors' Stock Option Plan
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STANDARD MOTOR PRODUCTS, INC.
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(Registrant)
April 22, 1997 Michael J. Bailey
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(Date) Vice President Finance,
Chief Financial Officer
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Exhibit 10.17
STANDARD MOTOR PRODUCTS, INC.
INDEPENDENT DIRECTORS' STOCK
OPTION PLAN
1. Purpose. The purpose of the Standard Motor Products, Inc.
Independent Directors' Stock Option Plan (the "Plan") is to secure for
Standard Motor Products, Inc., a New York Corporation, (the "Company")
and its stockholders the benefits of the incentive inherent in increased
common stock ownership by the members of the Board of Directors of the
Company who are not employees of the Company or any of its subsidiaries.
2. Definitions. When used in this Plan, unless the context
otherwise requires:
(a) "Board of Directors" or "Board" 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) "Chief Executive Officer" shall mean the persons who
at the time shall be Chief Executive Officer or Co-Chief Executive
Officers of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "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 prior to the date of a grant.
(e) "Officer Committee" means a committee of officers of
the Company, as designated by the Board, who may be authorized to
administer the Plan pursuant to Section 3.
(f) "Option" shall mean a non-qualified option issued
pursuant to the Plan.
(g) "Plan" shall mean this Standard Motor Products, Inc.
Independent Directors' Stock Option Plan adopted by the Board of
Directors at its meeting held on March 20, 1996, as such Plan from time
to time may be amended.
(h) "Share" shall mean a share of the Company's common
stock, par value $2. per share.
3. Administration. The Plan shall be administered by the
Board; provided, however, that at all times, a minority of the members
of the Board shall be ineligible to receive Options under the Plan. In
the event that a majority of the members of the Board become eligible to
receive Options under the Plan, the Board shall delegate the
administration of the Plan to the Officer Committee. The Officer
Committee shall consist of at least three members, all of whom shall be
officers of the Company. The Board or the Officer Committee, as the
case may be, shall have all the powers vested in it by the terms of the
Plan, such powers to include authority (within the limitations described
herein) to prescribe the form of the agreement embodying awards of
options made under the Plan.
The Board or Officer Committee shall, subject to the provisions of the
Plan, grant Options under the Plan and shall have the power to construe
the Plan, to determine all questions arising thereunder and to adopt and
amend such rules and regulations for the administration of the Plan as
it may deem desirable. Any decision of the Board or Officer Committee
in the administration of the Plan, as described herein, shall be final
and conclusive. The Board or Officer Committee may act only by a
majority of its members in office, except that the members thereof may
authorize any one or more of their number or the Secretary or any other
officer of the Company to execute and deliver documents on behalf of the
Board or Officer Committee. No member of the Board or Officer Committee
shall be liable for anything done or omitted to be done by such member
or by any other member of the Board or Officer Committee in connection
with the Plan, except for such member's own willful misconduct or as
expressly provided by statute.
4. Eligibility. Each member of the Board who is (i) not an
employee of the Company or any subsidiary, and (ii) not a blood relation
of any member of the Board who is a controlling shareholder of the
Company (an "Independent Director") shall be eligible to receive an
Option in accordance with Section 5 below. The adoption of this Plan
shall not be deemed to give any director any right to be granted an
option to purchase Shares of the Company, except to the extent and upon
such terms and conditions as may be determined by the Board or Officer
Committee.
5. Grant of Options. The Shares which may be issued under the
Plan will be common stock (par value $2. per share). Each year, as of
the date of the annual meeting of the shareholders of the Company (or at
such other time as designated by the Board or Officer Committee), each
Independent Director who has been elected or reelected, shall receive an
Option for an amount of Shares as determined by the Board or Officer
Committee, provided however, that the maximum amount of Shares that
shall be issued under the Plan shall not exceed 50,000 Shares. The
Shares to be issued may be either Treasury Shares or authorized but
unissued Shares. Option grants under the Plan will be non-qualified
options.
A Certificate of Option or Option Agreement, in the form
determined by the Board or Officer Committee and signed by the Chairman
of the Board or Officer Committee, 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 an non-
qualified option, and shall contain the terms designated by the Board or
Officer Committee pursuant to the Plan and such other terms and
conditions, not inconsistent with the Plan, as the Board or Officer
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 "Share Price")
shall be equal to 100% of the Fair Market Value of a Share on the date
immediately preceding the day such Option is granted. Except as
otherwise permitted below, payment for the number of Shares to be
exercised (the Share price times the number of Shares, the "Exercise
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, the Option
shall provide that the Exercise Price may be satisfied, 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. 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 Board or Officer
Committee, but not sooner than approval of the Plan by stockholders of
the Company as provided in Section 14 hereof. Notwithstanding anything
to the contrary, no Option may be exercised until the first anniversary
of the date upon which the Option was granted.
An Option shall be exercised by the delivery to the Company of a
Certificate of Option or Option Agreement duly signed by the holder
thereof and by full payment of the Exercise Price for the Shares to be
purchased pursuant to such exercise. Such deliveries shall be made to
the officer of the Company appointed by the Chairman of the Board or
Officer Committee or such other designated person 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 marked to give effect to the partial exercise
thereof.
8. 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 Board or Officer Committee in its
discretion.
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. Termination of Independent Director Relationship. If an
Option holder shall cease to be an Independent Director for any reason
other than death, while holding an Option that has not expired and has
not been fully exercised, such person shall have until the end of the
90th calendar day following the date he ceases to be such an Independent
Director, and no longer, to exercise any unexercised portion of such
Option that he or she could have exercised on the day on which such
person ceased to be an Independent Director.
If an Option holder shall cease to be an Independent Director by
reason of death, while holding an Option that has not expired and has
not been fully exercised, such person's executors, administrators or
distributees, as the case may be, may, at any time within 120 calendar
days after the date of death (but in no event after the Option has
expired under Section 8 above), exercise the Option with respect to any
Shares as to which the decedent could have exercised at the time of
death.
11. 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 it has 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 remain 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 Option 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 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 determination of the Board or Officer Committee as to
adjustments to be made pursuant to this Section 11 shall be final,
binding and conclusive.
12. 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.
13. Amendment of the Plan. Except as hereinafter provided, the
Board or Officer Committee may at any time or from time to time amend
the Plan and the terms and conditions of any Options not theretofore
granted, and the Board or Officer 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 the Board of Directors or
Officer Committee may not 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 Share 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.
To the extent not inconsistent with the Plan, the Board or Officer
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 Board or Officer 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 or Officer Committee shall be liable
for any action or determination made in good faith with respect to the
Plan or any Option granted under it.
14. 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 the Company's annual meeting, to be
held on May 23, 1996; 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.
15. 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.
16. Final Issuance Date. No Option shall be granted under the
Plan after March 20, 2006.
