<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-______
- --------------------------------------------------------------------------------
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 Identification No.)
incorporation or organization)
37-18 Northern Boulevard, Long Island City, NY 11101
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(Address of Principal Executive Offices)
Standard Motor Products, Inc.
Independent Directors' Stock Option Plan
------------------------------------------------------------------------
(Full title of the plan)
Lawrence I. Sills
President
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, NY 11101
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(Name and address of agent for service)
(718) 392-0200
----------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Title of Securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered price per share(1) aggregate offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $2.00 50,000 Shares $23.2812 $1,164,060.00 $343.40
par value
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, as
amended on the basis of the average of the high and low prices reported in the
consolidated reporting system on April 28, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of
this Form S-8 Registration Statement (the "Registration Statement") will be sent
or given to participants in the Standard Motor Products, Inc. Independent
Directors' Stock Option Plan (the "Plan"), as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such document(s)
are not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Standard Motor
Products, Inc. (the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and are hereby
incorporated by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997; and
(b) All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In 1986 various Sections of Article 7 of the New York Business
Corporation Law ("BCL") were amended to broaden the indemnification rights of
directors, officers and employees. In 1987 BCL Section 402(b) was further
amended to permit a provision to be included in a certificate of incorporation
shielding directors from personal liability for breach of their duties as
directors. In order to protect its directors, officers and employees, as
applicable, to the fullest extent permitted by these statutory amendments,
Registrant amended its By-laws and Certificate of Incorporation.
In general, Registrant's amended By-laws provide that, except
to the extent expressly prohibited by the BCL, Registrant shall indemnify each
person made or threatened to be made a party to, or called as a witness in, or
asked to submit information in, any action or proceeding by reason of the fact
that such person is or was a director or officer of Registrant, or serves or
served, at the request of Registrant, any other entity in any capacity, against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred in connection with such action or
proceeding, or any appeal therein. This indemnification requirement covers any
pending or threatened action, proceeding, hearing or investigation, whether
civil or criminal, whether judicial, administrative or legislative in nature,
and whether or not in the nature of a direct or shareholders' derivative action
brought by or on behalf of Registrant or any other corporation or enterprise
which the director or officer of
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<PAGE>
Registrant serves or has served at Registrant's request. Registrant's amended
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 amended By-laws further provide that no indemnification shall be
required with respect to any settlement or other non-adjudicated disposition of
any threatened or pending action or proceeding unless Registrant has given its
prior consent to such settlement or other disposition. Registrant's amended
By-laws require Registrant to advance or promptly reimburse upon request any
person entitled to indemnification for all expenses, including attorneys' fees,
reasonably incurred in defending any action or proceeding in advance of the
final disposition thereof upon receipt of an undertaking by such person to repay
such amount if such person is ultimately not to be entitled to indemnification;
provided, however, that such person cooperates with any request by Registrant
that counsel be utilized by the parties to an action or proceeding similarly
situated unless to do so would be inappropriate due to actual or potential
conflicts of interest.
Registrant's Certificate of Incorporation was amended to add a
provision that the personal liability of the directors of Registrant be
eliminated to the fullest extent permitted by the provisions of BCL Section
402(b). It was also amended to provide that Registrant shall, to the fullest
extent permitted by Article 7 of the BCL, indemnify under that statute from and
against any and all of the expenses, liabilities or other matters covered by the
statute, and the amended provisions of the By-laws, summarized above, contain
the detailed terms and conditions under which this indemnification requirement
of the Certificate of Incorporation is to be effected.
Registrant maintains an officers' and directors' liability
insurance policy insuring Registrant's officers and directors against certain
liabilities and expenses incurred by them in their capacities as such. The
policy does not reimburse the Registrant for indemnification obligations to its
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.1 Standard Motor Products, Inc. Independent Directors' Stock
Option Plan (Incorporated by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996)
4.2 The Registrant's Restated Certificate of Incorporation, defining
the rights of holders of the capital stock of the Registrant,
dated July 31, 1990
4.3 The Registrant's Certificate of Amendment of the Certificate of
Incorporation, dated February 15, 1996
5 Opinion of Kelley Drye & Warren LLP, Counsel to Registrant
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.2 Consent of Kelley Drye & Warren LLP (included in opinion filed
as Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of the
Registrant (included on the signature pages hereof)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and the price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
II-3
<PAGE>
incorporated by reference in the Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions described in Item
6 of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 23rd day of
April, 1998.
STANDARD MOTOR PRODUCTS, INC.
By: /s/ David Kerner
---------------------------------
David Kerner
Treasurer
POWER OF ATTORNEY
Each person whose signature appears below appoints David
Kerner, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file with the Securities and
Exchange Commission, any amendments to this Registration Statement (including
post-effective amendments), and generally to do anything else necessary or
proper in connection therewith.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Lawrence I. Sills President, Director and Chief April 23, 1998
- -------------------------- Operating Officer
Lawrence I. Sills (Principal Executive Officer)
/s/ Michael J. Bailey Vice President Finance and Chief April 23, 1998
- -------------------------- Financial Officer
Michael J. Bailey (Principal Accounting and
Financial Officer)
- -------------------------- Co-Chairman, Director April 23, 1998
Bernard Fife
/s/ Nathaniel L. Sills Co-Chairman, Director April 23, 1998
- --------------------------
Nathaniel L. Sills
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<PAGE>
/s/ Marilyn F. Cragin Director April 23, 1998
- --------------------------
Marilyn F. Cragin
/s/ Arthur D. Davis Director April 23, 1998
- --------------------------
Arthur D. Davis
Director April 23, 1998
- --------------------------
Robert M. Gerrity
/s/ John L. Kelsey Director April 23, 1998
- --------------------------
John L. Kelsey
/s/ Andrew M. Massimilla Director April 23, 1998
- --------------------------
Andrew M. Massimilla
/s/ Arthur S. Sills Director April 23, 1998
- --------------------------
Arthur S. Sills
/s/ Robert J. Swartz Director April 23, 1998
- --------------------------
Robert J. Swartz
/s/ William H. Turner Director April 23, 1998
- --------------------------
William H. Turner
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
4.1 Standard Motor Products, Inc. Independent Directors'
Stock Option Plan (Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996)
4.2 The Registrant's Restated Certificate of
Incorporation, defining the rights of holders of the
capital stock of the Registrant, dated July 31, 1990
4.3 The Registrant's Certificate of Amendment of the
Certificate of Incorporation, dated February
15, 1996
5 Opinion of Kelley Drye & Warren LLP, Counsel to
Registrant
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors
23.2 Consent of Kelley Drye & Warren LLP (included in
opinion filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers
of the Registrant (included on the signature pages
hereof)
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<PAGE>
EXHIBIT 4.2
<PAGE>
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
<PAGE>
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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<PAGE>
(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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<PAGE>
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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<PAGE>
(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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<PAGE>
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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<PAGE>
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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<PAGE>
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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<PAGE>
(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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<PAGE>
(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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<PAGE>
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
-11-
<PAGE>
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
----------------------------
Lawrence I. Sills,
President
MARK S. CHANKO
----------------------------
Mark S. Chanko,
Secretary
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<PAGE>
EXHIBIT 4.3
<PAGE>
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
STANDARD MOTOR PRODUCTS, INC.
under Section 805 of the Business Corporation Law
Lawrence I. Sills, President, and Sanford Kay, Secretary of
Standard Motor Products, Inc., a New York corporation for profit with its
principal place of business at 37-18 Northern Boulevard, Long Island City, New
York 11101, (hereinafter called the "Corporation"), hereby certify pursuant to
Sections 502 and 805 of the New York Business Corporation Law ("BCL") as
follows:
1. The name of the Corporation is Standard Motor Products, Inc.
2. The Certificate of Incorporation of the Corporation was
filed by the Department of State on December 30, 1926. The
Restated Certificate of Incorporation of the Corporation
under Section 807 of the BCL was filed at the Department of
State on August 1, 1990.
3. The Certificate of Incorporation of the Corporation is
hereby amended by the addition of a provision stating the
number, designation, relative rights, preferences and
limitations of the Corporation's Series A Participating
Preferred Stock, par value $20.00 per share, as authorized
and fixed by the Corporation's Board of Directors at a
meeting duly called and held on the 17th day of January,
1996 in accordance with Article Fourth of the Corporation's
Certificate of Incorporation, as follows:
"Series A Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 30,000.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of
any class of Preferred Stock ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock, in preference to the
holders of Common Stock, par value $2.00 per share (the "Common
Stock"), of the Corporation, and of any other junior stock, shall
be entitled to receive, when,
<PAGE>
as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in
cash on the first day of March, June, September and December in
each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the
greater of (a) $10.00 or (b) subject to the provision for
adjustment hereinafter set forth, 1,000 times the aggregate per
share amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) of
this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $10.00 per share on the Series A Preferred Stock
shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis
-2-
<PAGE>
among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date
shall be not more than 60 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Each share of Series A Preferred Stock shall entitle the
holder thereof to one thousand votes on all matters submitted to
a vote of the stockholders of the Corporation. The holders of
fractional Series A Preferred Stock (except for holders of
integral multiples of one one-thousandth of a share of Series A
Preferred Stock) shall not be entitled to any vote on any matter
submitted to a vote of the shareholders of the Corporation.
(B) The holders of Series A Preferred Stock shall be
entitled to elect two directors of the Corporation whenever
dividends payable on Series A Preferred Stock shall be in default
as qualified therein. For purposes of exercising such right, the
Corporation's Bylaws and other provisions of law shall apply, as
if the Series A Preferred Stock were the only class of the
Corporation's shares outstanding.
(C) Except as otherwise provided herein, in the Restated
Certificate of Incorporation of the Corporation, in any other
Certificate of Amendment creating a series of Preferred Stock or
any similar stock, or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock and any
other capital stock of the Corporation having general voting
rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation,
(D) Except as set forth herein, in the Restated Certificate
of Incorporation of the Corporation, or as otherwise provided by
law, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
-3-
<PAGE>
dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock at least to the
same extent as the junior stock so redeemed, purchased or
acquired; or
(iv) redeem, purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of
stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A
Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to redeem, purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation could,
under paragraph (A) of this Section 4, redeem, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein, in the Corporation's Restated Certificate of Incorporation, or in any
other Certificate of Amendment creating a series of Preferred Stock or any
similar stock or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $1,000.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of
-4-
<PAGE>
all such shares are entitled upon such liquidation, dissolution or winding up.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, on a parity
with any other series of Preferred Stock.
Section 10. Amendment. Subject to the provisions of Article
FOURTH of the Corporation's Restated Certificate of Incorporation, the Bylaws of
the Corporation shall not be amended, altered or repealed in any manner which
would affect adversely the voting powers, rights or preferences of the holders
of the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of Series A Preferred Stock, voting together as a single class."
-5-
<PAGE>
IN WITNESS WHEREOF, this Certificate of Amendment is
subscribed and affirmed as true under the penalties of perjury on behalf of the
Corporation by its President and its Secretary this 15th day of February, 1996.
LAWRENCE I. SILLS
----------------------------------
Lawrence I. Sills
President; Chief Operating Officer
SANFORD KAY
----------------------------------
Sanford Kay
Secretary
-6-
<PAGE>
EXHIBIT 5
<PAGE>
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901-3229
April 23, 1998
Board of Directors
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, NY 11101
Re:Registration Statement on Form S-8
for the Standard Motor Products, Inc.
Independent Directors' Stock Option Plan
----------------------------------------
Dear Sirs:
We are acting as special counsel to Standard Motor Products,
Inc., a New York corporation ("Corporation"), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, ("Act") with the
Securities and Exchange Commission ("Commission") relating to the registration
of 50,000 shares of common stock, $2.00 par value per share (the "Common
Stock"), of the Corporation offered for sale pursuant to the Standard Motor
Products, Inc. Independent Directors' Stock Option Plan (the "Plan").
In connection with the opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and officers of the Corporation and such other instruments as we have
deemed necessary or appropriate as a basis for the opinions expressed below.
For purposes of this opinion we have assumed the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Corporation and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Corporation. As to certain factual matters material to the
opinion expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to matters of officers and other
representatives of the Corporation. Our opinion expressed below is subject to
the qualification that we express no opinion as to any law other than the laws
of the State of New York and the federal laws of the United States of America.
Without limiting the foregoing, we express no opinion with respect to the
applicability thereto or effect of municipal laws or the rules, regulations or
orders of any municipal agencies within any such state.
<PAGE>
Board of Directors
Standard Motor Products, Inc. -2- April 23, 1998
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly organized and is validly
existing under the laws of the State of New York.
2. The Plan has been duly adopted by the Board of Directors of
the Corporation and approved by the shareholders of the Corporation.
3. The shares of Common Stock of the Corporation to which the
Registration Statement relates have been duly authorized and reserved for
issuance pursuant to the Plan and, when issued and sold pursuant to the Plan,
will be legally issued, fully paid and non-assessable.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein. We assume no obligation to revise or supplement this opinion should the
present laws of the State of New York or the federal laws of the United States
of America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an Exhibit 5
to the Registration Statement. In giving such consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
/s/ KELLEY DRYE & WARREN LLP
<PAGE>
EXHIBIT 23.1
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Standard Motor Products, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
New York, New York
April 29, 1998
