<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1999
REGISTRATION NO.
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
STANDARD MOTOR PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW YORK, NEW YORK 11-1362020
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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37-18 NORTHERN BOULEVARD
LONG ISLAND CITY, NEW YORK 11101
(718) 392-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
LAWRENCE I. SILLS, PRESIDENT
STANDARD MOTOR PRODUCTS, INC.
37-18 NORTHERN BOULEVARD
LONG ISLAND CITY, NEW YORK 11101
(718) 392-0200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
BUD G. HOLMAN, ESQ. KIRK A. DAVENPORT, ESQ.
BRIAN J. CALVEY, ESQ. LATHAM & WATKINS
KELLEY DRYE & WARREN LLP 885 THIRD AVENUE, SUITE 1000
101 PARK AVENUE NEW YORK, NEW YORK 10022-4802
NEW YORK, NEW YORK 10178
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as possible after the effective date of this registration
statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (No. 333-79177)
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
6 3/4% Convertible Subordinated
Debentures Due 2009............. $13,750,000 100% $13,750,000 $3,823.00
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Common stock, $2.00 par value..... (2) N/A N/A N/A
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</TABLE>
(1) Estimated in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for purposes of computing the registration fee.
(2) Such indeterminate number of shares of the Company's common stock, par value
$2.00 per share, as may be required for issuance upon conversion of the
Convertible Debentures being registered hereunder. This registration
statement also applies to rights under the Company's Rights Agreement, which
are attached to and tradeable only with the shares of common stock
registered hereby. No registration fees are required for such rights as they
will be issued for no additional consideration.
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<PAGE> 2
The contents of the registration statement on Form S-3 (No. 333-79177) filed by
Standard Motor Products, Inc. pursuant to the Securities Act of 1933, as
amended, are hereby incorporated by reference in this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Long Island City, State of New York, on July 21,
1999.
STANDARD MOTOR PRODUCTS, INC.
By: /s/ MICHAEL J. BAILEY
------------------------------------
Michael J. Bailey
Senior Vice President,
Administration and Finance,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* President, Director and Chief Operating July 21, 1999
- ------------------------------------------ Officer (Principal Executive Officer)
Lawrence I. Sills
/s/ MICHAEL J. BAILEY Senior Vice President, Administration July 21, 1999
- ------------------------------------------ and Finance, Chief Financial Officer
Michael J. Bailey (Principal Financial Officer)
* Director of Finance (Chief Accounting July 21, 1999
- ------------------------------------------ Officer)
James J. Burke
* Chairman, Director July 21, 1999
- ------------------------------------------
Nathaniel L. Sills
* Director July 21, 1999
- ------------------------------------------
Marilyn F. Cragin
* Director July 21, 1999
- ------------------------------------------
Arthur D. Davis
* Director July 21, 1999
- ------------------------------------------
Robert J. Swartz
* Director July 21, 1999
- ------------------------------------------
William H. Turner
* Director July 21, 1999
- ------------------------------------------
Susan F. Davis
* Director July 21, 1999
- ------------------------------------------
Robert M. Gerrity
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* Director July 21, 1999
- ------------------------------------------
John L. Kelsey
* Director July 21, 1999
- ------------------------------------------
Andrew M. Massimilla
* Director July 21, 1999
- ------------------------------------------
Arthur S. Sills
By: /s/ MICHAEL J. BAILEY
- -----------------------------------------
Michael J. Bailey,
Attorney-in-Fact
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1 Form of Underwriting Agreement among Standard Motor
Products, Inc. and Goldman Sachs & Co. and Morgan Stanley &
Co. Incorporated as representatives of the several
underwriters (incorporated by reference to Exhibit 1 to
Amendment No. 2 to the Registration Statement on Form S-3
(333-79177) filed on July 20, 1999)
2.1 Asset Exchange Agreement dated as of March 28, 1998 among
SMP Motor Products, LTD., Standard Motor Products, Inc.,
Cooper Industries (Canada) Inc., Moog Automotive Company and
Moog Automotive Products, Inc. (incorporated by reference to
Exhibit 2.1 of Registrant's Current Report on Form 8-K dated
March 28, 1998)
3.1 Restated Certificate of Incorporation, dated July 31, 1990
(incorporated by reference to Exhibit 4.2 of Registrant's
Report on Form S-8 dated May 1, 1998 (333-51565))
3.2 Certificate of Amendment to the Certificate of
Incorporation, dated February 15, 1996 (incorporated by
reference to Exhibit 4.3 of Registrant's Report on Form S-8
dated May 1, 1998 (333-51565))
3.3 Restated By-Laws dated May 23, 1996 (incorporated by
reference to Exhibit 3.4 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996)
4.1 Form of Subordinated Debenture Indenture (including form of
convertible debenture) (incorporated by reference to Exhibit
4.1 to Amendment No. 2 to the Registration Statement on Form
S-3 (333-79177) filed on July 20, 1999)
4.2 Registration of Preferred Share Purchase Rights
(incorporated by reference to Registrant's Report on Form
8-A dated February 29, 1996)
5 Opinion of Kelley Drye & Warren LLP, special counsel to
Standard Motor Products, Inc.
10.1 Note Purchase Agreement dated October 15, 1989 between the
Registrant and the American United Life Insurance Company,
the General American Life Insurance Company, the
Jefferson-Pilot Life Insurance Company, the Ohio National
Life Insurance Company, the Crown Insurance Company, the
Great-West Life Assurance Company, the Guarantee Mutual Life
Company, the Security Mutual Life Insurance Company of
Lincoln, Nebraska, and the Woodmen Accident and Life Company
(incorporated by reference to Exhibit 10.1 to Amendment No.
1 to the Registration Statement on Form S-3 (333-79177)
filed on July 9, 1999)
10.2 Note Agreement of November 15, 1992 between the Registrant
and Kemper Investors Life Insurance Company, Federal Kemper
Life Assurance Company, Lumbermens Mutual Casualty Company,
Fidelity Life Association, American Motorists Insurance
Company, American Manufacturers Mutual Insurance Company,
Allstate Life Insurance Company, Teachers Insurance &
Annuity Association of America, and Phoenix Home Life Mutual
Insurance Company (incorporated by reference to Exhibit 10.2
to Amendment No. 1 to the Registration Statement on Form S-3
(333-79177) filed on July 9, 1999)
10.3 Employee Stock Ownership Plan and Trust dated January 1,
1989 (incorporated by reference to Exhibit 10.3 to Amendment
No. 2 to the Registration Statement on Form S-3 (333-79177)
filed on July 20, 1999)
10.4 Supplemental Executive Retirement Plan dated August 15, 1994
(incorporated by reference to Exhibit A of Registrant's
Annual Report on Form 10-K for the year ended December 31,
1994)
10.5 1994 Omnibus Stock Option Plan of Standard Motor Products,
Inc., as amended (incorporated by reference to Exhibit 4.1
of Registrant's Registration Statement on Form S-8 dated May
1, 1998 (333-51565))
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.6 Note Purchase Agreement dated December 1, 1995 between the
Registrant and Metropolitan Life Insurance Company, the
Travelers Insurance Company Connecticut Life Insurance
Company, CIGNA Property and Casualty Insurance Company, Life
Insurance Company of North America and American United Life
Insurance Company (incorporated by reference to Exhibit 10
of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995)
10.7 Limited Waiver and First Amendment to Note Agreement, dated
as of September 30, 1996, amending the Note Agreement
between the Registrant and Principal Mutual Life Insurance
Company, Allstate Life Insurance Company, Teachers Insurance
and Annuity Association of America and Phoenix Home Life
Mutual Insurance Company dated November 15, 1992
(incorporated by reference to Exhibit 10.15 of Registrant's
Annual Report on Form 10-K for the year ended December 31,
1996)
10.8 Limited Waiver and Second Amendment to Note Agreement, dated
as of November 22, 1996, amending the Note Agreement between
the Registrant and Principal Mutual Life Insurance Company,
Allstate Life Insurance Company, Teachers Insurance and
Annuity Association of America, and Phoenix Home Life Mutual
Insurance Company with amendment dated September 30, 1996,
dated November 15, 1992 (incorporated by reference to
Exhibit 10.16 of Registrant's annual report on Form 10-K for
the year ended December 31, 1996)
10.9 Independent Directors' Stock Option Plan of Standard Motors
Products, Inc. (incorporated by reference to Exhibit 10.17
of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996)
10.10 Override and Amendment Agreement of March 27, 1998 amending
the Note Agreement between the Registrant and the American
United Life Insurance Company, the Great American Life
Insurance Company, the Jefferson-Pilot Life Insurance
Company, the Ohio National Life Insurance Company, the Crown
Insurance Company, the Great-West Life Insurance Company,
the Security Mutual Life Insurance Company, Woodmen Accident
and Life Insurance Company and Nomura Holding America, Inc.
dated October 15, 1989 (incorporated by reference to Exhibit
10.17 of Registrant's Current Report on Form 8-K dated March
28, 1998)
10.11 Override and Amendment Agreement of March 27, 1998 amending
the Note Agreement between the Registrant and Kemper
Investors Life Insurance Company, Federal Kemper Life
Assurance Company, Lumbermens Mutual Casualty Company,
Fidelity Life Association, American Motorists Insurance
Company, American Manufacturers Mutual Insurance Company,
Allstate Life Insurance Company, Teachers Insurance &
Annuity Association of America, and Phoenix Home Life Mutual
Insurance Company dated November 15, 1992 (incorporated by
reference to Exhibit 10.18 of Registrant's Current Report on
Form 8-K dated March 28, 1998)
10.12 Override and Amendment Agreement of March 27, 1998 amending
the Note Agreement between the Registrant and Metropolitan
Life Insurance Company, the Travelers Insurance Company,
Connecticut Life Insurance Company, CIGNA Property and
Casualty Insurance Company, Life Insurance Company of North
America and American United Life Insurance Company dated
December 1, 1995 (incorporated by reference to Exhibit 10.19
of Registrant's Current Report on Form 8-K dated March 28,
1998)
10.13 Credit Agreement dated November 30, 1998 among Registrant,
Chase Manhattan Bank and Canadian Imperial Bank of Commerce
(incorporated by reference to Exhibit 10.17 to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.14 Form of First Amendment, dated as of December 8, 1998, to
the Credit Agreement, dated as of November 30, 1998, among
Standard Motor Products, Inc., the Lenders party thereto,
The Chase Manhattan Bank and Canadian Imperial Bank of
Commerce (incorporated by reference to Exhibit 10.14 to
Amendment No. 2 to the Registration Statement on Form S-3
(333-79177) filed on July 20, 1999).
10.15 Form of Second Amendment, dated as of July 16, 1999, to the
Credit Agreement, dated as of November 30, 1998, among
Standard Motor Products, Inc., the Lenders party thereto,
The Chase Manhattan Bank and Canadian Imperial Bank of
Commerce (incorporated by reference to Exhibit 10.15 to
Amendment No. 2 to the Registration Statement on Form S-3
(333-79177) filed on July 20, 1999).
12 Statement relating to Computation of Ratios (incorporated by
reference to Exhibit 12 to the Registration Statement on
Form S-3 (333-79177) filed on May 24, 1999)
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Kelley Drye & Warren LLP (contained in their
opinion filed as Exhibit 5 hereto)
24 Powers of Attorney of Directors and Certain Officers of
Standard Motor Products, Inc. (incorporated by reference to
Exhibit 24 to the Registration Statement on Form S-3
(333-79177) filed on May 24, 1999)
25 Statement of Eligibility of the Trustee (incorporated by
reference to Exhibit 25 to Amendment No. 2 to the
Registration Statement on Form S-3 (333-79177) filed on July
20, 1999)
27 Financial Data Schedule for 1998 (incorporated by reference
to Exhibit 27 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998).
</TABLE>
<PAGE> 1
EXHIBIT 5
Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
July 21, 1999
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101
Ladies and Gentlemen:
We are acting as counsel to Standard Motor Products, Inc., a
New York corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to up to $13,750,000 in aggregate principal amount of Convertible
Subordinated Debentures (the "Convertible Debentures") and the underlying shares
of the Company's common stock, par value $2.00 per share, which may be issued
upon conversion thereof (the "Shares").
In connection with this opinion, we have examined and relied
upon copies certified or otherwise identified to our satisfaction of: (i) the
Registration Statement; (ii) the Company's Amended and Restated Certificate of
Incorporation, as amended, and Amended and Restated By-Laws; and (iii) the
minute books and other records of corporate proceedings of the Company, as made
available to us by officers of the Company; and have reviewed such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.
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 Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. 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 factual matters of officers and
other representatives of the Company. 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, the corporate
<PAGE> 2
law of the State of Delaware 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.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, it is
our opinion that (i) the Convertible Debentures have been duly authorized and
when duly executed and delivered against payment therefor will constitute valid
and legally binding obligations of the Company, and (ii) the Shares to be issued
by the Company upon conversion of the Convertible Debentures have been duly
authorized and reserved for issuance and, when certificates for the Shares have
been duly executed by the Company, countersigned by a transfer agent, duly
registered by a registrar for the Shares and issued upon conversion of the
Convertible Debentures in accordance with the terms thereof, the Shares will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to our Firm in the Prospectus
included therein under the caption "Legal Matters.". 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
2
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Standard Motor Products, Inc. on Form S-3 of our reports dated March 2, 1999,
which appear in Registration Statement No. 333-79177.
We also consent to the reference to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ KPMG LLP
New York, New York
July 19, 1999
