<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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
37-18 Northern Boulevard, Long Island City, NY 11101
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(Address of Principal Executive Offices)
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 Boulevard
Long Island City, NY 11101
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(Name and address of agent for service)
(718) 392-0200
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================
<S> <C> <C> <C> <C>
Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price aggregate registration
be registered registered per share(1) offering price (1) fee
=======================================================================================
Common Stock, 600,000 Shares $23.2812 $13,968,720.00 $4,120.77
$2.00 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 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc. (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 Registrant serves or has served at Registrant's request.
Registrant's amended By-laws prohibit
II-1
<PAGE>
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 1994 Omnibus Stock Option Plan of Standard Motor
Products, Inc.
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 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
11-3
<PAGE>
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.
11-4
<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
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<PAGE>
/S/ NATHANIEL L. SILLS Co-Chairman, Director April 23, 1998
- --------------------------
Nathaniel L. Sills
/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 1994 Omnibus Stock Option Plan of
Standard Motor Products, Inc.
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)
II-7
<PAGE>
EXHIBIT 4.1
<PAGE>
1994 OMNIBUS STOCK OPTION PLAN
OF
STANDARD MOTOR PRODUCTS, INC., AS AMENDED
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.
<PAGE>
(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.
(i) "Plan" shall mean this 1994 Omnibus Stock Option Plan of
Standard Motor Products Inc., as amended, adopted by the Board of Directors at
its meeting held on February 13, 1997, as such Plan from time to time may be
further 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 two (2) or more
Non-Employee Directors as defined in Rule 16b-3 of the Securities Exchange Act
of 1934. 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
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<PAGE>
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
600,000 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.
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<PAGE>
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.
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
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<PAGE>
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
-5-
<PAGE>
upon the holder's continued employment by or other affiliation with the Company
or a Subsidiary.
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
-6-
<PAGE>
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 Option's 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.
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
-7-
<PAGE>
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,
-8-
<PAGE>
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. 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
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<PAGE>
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
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<PAGE>
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 on 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. 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.
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<PAGE>
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
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<PAGE>
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 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
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<PAGE>
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 action which would
impact a Participant's rights to any option award under the Plan without the
prior consent of the Participant.
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
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<PAGE>
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 22, 2007.
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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
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<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
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<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 1994 Omnibus Stock Option Plan
of Standard Motor Products, Inc.
----------------------------------
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 200,000
shares of common stock, $2.00 par value per share (the "Common Stock"), of the
Corporation offered for sale pursuant to the 1994 Omnibus Stock Option Plan of
Standard Motor Products, Inc. (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
