<PAGE> 1
As filed with the Securities and Exchange Commission on February 6, 1997
Registration No. 2-63498
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 6
To
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
THE STANDARD PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 33-0549970
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2401 South Gulley Road, Dearborn, Michigan, 48124
(Address of Principal Executive Offices)(Zip Code)
---------------
THE STANDARD PRODUCTS COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
---------------
RICHARD N. JACOBSON
Secretary
The Standard Products Company
2401 South Gulley Road
Dearborn, Michigan 48124
(Name and address of agent for service)
(313) 561-1100
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered price per share offering price fee
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
$1 par value $100,000 $22.81(1) $2,281,000 $691
==============================================================================================================
<FN>
(1) Estimated in accordance with Rule 457 of the Securities Act of 1933
solely for the purpose of determining the registration fee. The fee
with respect to 100,000 shares is based on $22.81 the average of the
high and low sale prices on January 31, 1997, of the registrant's
Common Shares as reported on the New York Stock Exchange.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Common Shares registered by The Standard Products Company
(the "Company") pursuant to this Registration Statement will be issued under The
Standard Products Company Employee Stock Purchase Plan (formerly called the
Monthly Investment Plan).
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be a
part hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since June 30, 1996,
including the Form 10-Q for the quarter ended September 30, 1996;
(c) The information contained in the Company's Proxy Statement
dated September 18, 1996 for its Annual Meeting of Shareholders held on
October 22, 1996 that has been incorporated by reference in the 1996
Form 10-K and was filed with the Commission on Schedule 14A on
September 18, 1996; and
(d) The description of the Company's Common Shares contained
in a registration statement filed with the Securities and Exchange
Commission under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
II-1
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Item 6. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code sets forth
conditions and limitations governing the indemnification of officers, directors,
and other persons.
Article VI, Section 1 of the Amended Code of Regulations, as
amended, of the Company contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
The Company's Amended Code of Regulations, as amended, provides for the
indemnification of its officers, directors and employees, and officers,
directors and employees of other corporations, partnerships, joint ventures,
trusts or other enterprises serving at the request of the Company against
expenses (including attorneys' fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending, or completed action, suit, or proceeding whether civil,
criminal, administrative or investigative, including all appeals, to which they
were or are parties or are threatened to be made parties by reason of acting in
such capacities, provided that it is determined, either (1) by a majority vote
of a quorum of disinterested directors of the Company, (2) by a majority vote of
the shareholders of the Company, or (3) otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; and (c)
with respect to any criminal action or proceeding, that they had no reasonable
cause to believe that their conduct was unlawful. Section 1701.13(E) provides
that to the extent a director, officer, employee, or other person has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, he shall be indemnified against expense reasonably incurred in
connection therewith. At present there are no claims, actions, suits or
proceedings pending where indemnification would be required under these
provisions, and the Company does not know of any threatened claims, actions,
suits or proceedings which may result in a request for such indemnification.
The Registrant is permitted by its Code of Regulations to
maintain insurance on behalf of its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.
II-2
<PAGE> 4
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- - -------------- ----------------------
4(a) The Standard Products Company Employee Stock Purchase Plan
Brochure
4(b) Amended and Restated Articles of Incorporation of The Standard
Products Company(1)
4(c) Amended Code of Regulations of The Standard Products Company(2)
23(a) Consent of Arthur Andersen LLP
24 Powers of Attorney (included at page II-5)
- - -------------
(1) Incorporated by reference from the Quarterly Report on Form 10-Q filed
on November 1, 1993, Exhibit 3a therein.
(2) Incorporated by reference from Form S-3 Registration Statement No.
33-62054 filed on May 3, 1993, Exhibit 3.2 therein.
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 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (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; and
(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.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new
II-3
<PAGE> 5
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.
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 provisions described under Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange 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.
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<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, 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 Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn and the State of Michigan on
this 6th day of February, 1997.
THE STANDARD PRODUCTS COMPANY
By /s/ James S. Reid, Jr.
--------------------------------
James S. Reid, Jr. Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Donald R. Sheley, Jr., Richard
N. Jacobson and R. Steven Kestner, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this registration
statement, and to file the same with all exhibits hereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment has been signed on February 6, 1997 by the
following persons in the capacities indicated below.
Signature Title
--------- -----
/s/ James S. Reid, Jr. Director; Chairman and Chief
--------------------------------- Executive Officer
James S. Reid, Jr. (Principal Executive Officer)
/s/ Theodore K. Zampetis Director; President and Chief
--------------------------------- Operating Officer
Theodore K. Zampetis
/s/ Donald R. Sheley, Jr. Vice President, Finance
--------------------------------- and Chief Financial Officer
Donald R. Sheley, Jr.
/s/ Bernard J. Theisen Corporate Controller
--------------------------------- (Principal Accounting Officer)
Bernard J. Theisen
/s/ James C. Baillie Director
---------------------------------
James C. Baillie
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/s/ Edward B. Brandon Director
-------------------------------
Edward B. Brandon
/s/ John Doddridge Director
-------------------------------
John Doddridge
/s/ John D. Drinko Director
-------------------------------
John D. Drinko
/s/ Curtis E. Moll Director
-------------------------------
Curtis E. Moll
/s/ Malcolm R. Myers Director
-------------------------------
Malcolm R. Myers
/s/ Leigh H. Perkins Director
-------------------------------
Leigh H. Perkins
/s/ Alfred M. Rankin, Jr. Director
-------------------------------
Alfred M. Rankin, Jr.
Director
-------------------------------
Alan E. Riedel
/s/ John D. Sigel Director
-------------------------------
John D. Sigel
/s/ W. Hayden Thompson Director
-------------------------------
W. Hayden Thompson
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- - ------ -------------------
4(a) The Standard Products Company Employee Stock Purchase Plan
Brochure
4(b) Amended and Restated Articles of Incorporation of The
Standard Products Company(1)
4(c) Amended Code of Regulations of The Standard Products Company
(2)
23(a) Consent of Arthur Andersen LLP
24 Powers of Attorney (included at page II-5)
- - --------------
(1) Incorporated by reference from the Quarterly Report on Form 10-Q filed
on November 1, 1993, Exhibit 3a therein.
(2) Incorporated by reference from Form S-3 Registration Statement No.
33-62054 filed on May 3, 1993, Exhibit 3.2 therein.
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<PAGE> 1
Exhibit 4(a)
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
AN OPPORTUNITY TO PURCHASE THE STANDARD PRODUCTS COMPANY COMMON SHARES
THROUGH PAYROLL DEDUCTIONS
The Standard Products Company (the "Company") has agreed to make its
payroll deduction facilities available to eligible employees to enable them to
purchase, on the New York Stock Exchange, common shares of the Company at
market prices current at the time of the purchase through individual Monthly
Investment Plan accounts opened by such employees with Merrill Lynch, Pierce,
Fenner & Smith Incorporated. The employer (the Company or one of its
subsidiaries) will contribute an amount equal to 10% of the participating
employee's actual payroll deductions. The Company reserves the right to amend
or terminate the Plan at any time.
The Company has asked that all eligible employees be advised that their
participation is entirely voluntary and that the Company and its subsidiaries
are making no recommendations to their employees to whether they should or
should not participate.
ELIGIBILITY
All employees of The Standard Products Company and its subsidiaries are
eligible to participate in the Plan provided that they have attained the age of
majority in the state where they reside.
METHOD OF OPERATION
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
will open and maintain accounts in the names of employees who so request and
will make purchases and sales of common shares of the Company on the New York
Stock Exchange for the account of such employees. Dividends received on shares
held in an employee's account will be reinvested in additional common shares of
the Company, unless the employee advises Merrill Lynch that he wishes to receive
cash dividends.
In addition to the 10% contribution made by the employing Company, the
Company will pay Merrill Lynch for commissions on shares acquired with the
payroll deductions and Company contributions. Merrill Lynch's commission and
other charges in connection with sales, dividend reinvestments or in connection
with any other purchases not made by payroll deductions and the employing
Company's contributions will be payable by the employee who orders the
transactions for his account.
OPENING ACCOUNTS
An eligible employee may elect to open a Monthly Investment Plan
account by:
1: Executing the attached authorization for payroll deductions to be made
by the Company or the appropriate subsidiary (Specify the amount to be
deducted - See Deduction Authorizations below); and
2: Executing the attached purchase order authorizing Merrill Lynch to
establish the employee's account; and
3: Forwarding both completed forms to Merrill Lynch who will then submit
the deduction authorization to the Company after opening the employee's
account.
DEDUCTION AUTHORIZATIONS
Payroll deduction authorizations will be effective until cancelled or
until termination of employment. The amount per month to be withheld from the
participating employee's pay may be a minimum of $10 and a maximum of $300.
The payroll deduction may be revised or terminated at any time by the
employee's written request submitted to the payroll office making the deduction.
Commencement, revision or termination of deductions will become effective as
soon as practicable after an employee's request is received by the Company.
Amounts deducted from pay checks pursuant to such authorization will be
commingled and forwarded monthly by the Company to Merrill Lynch with a list of
the amounts credited for each employee's account.
The Company and its subsidiaries reserve the right to discontinue
making contributions and/or the use of the companies' payroll deduction
facilities for purchasing stock at any time they deem such action to be
advisable.
<PAGE> 2
TERMS AND CONDITIONS
TO: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
I understand that the following terms and conditions shall govern all
transactions in my account with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and the voting and handling of securities in such account.
1. All provisions of any constitution, rules, and regulations of the exchange
or market place and its clearing house, if any, where transactions are
executed, shall apply. I warrant that I have attained the age of majority in
the state in which I reside.
2. Single payments in my account may be made by forwarding to you a check or
money order with a designation of the security to be purchased. Each acceptable
payment, less standard charges, will be applied to the purchase of full shares
and/or a fractional interest. The execution of single payment purchases, or
sales, will be at the opening or as soon as practicable thereafter on the
first business day following the day the order is received.
3. Payments for either a Payroll Deduction Plan or a Dividend Reinvestment Plan
will periodically be made either through payroll deductions by my employer, or
by the company's dividend paying agent. Each such payment may be commingled with
other participants' funds and additional funds, if any, forwarded by my
employer or the dividend paying agent, to purchase shares and fractional
interest in share. Shares for either plan may be purchased over a period of
time, and the average price of shares purchased shall be the price per share
allocable to me.
4. Commissions, fees, or other charges on all transactions in my account will
be in accordance with the rates from time to time in effect under the rules of
the New York Stock Exchange where applicable or at such other rates as posted
by Merrill Lynch, Pierce, Fenner & Smith Incorporated and in effect at the time
of the transaction.
5. Cash dividends on shares held in my account on the record date for dividends
will be credited to my account on payment date and reinvested, unless I
instruct you to the contrary. My pro-rata share of stock dividends and
split-ups of shares are to be credited to my account. Other distributions of
securities and rights to subscribe will be sold and the net proceeds handled as
a cash dividend.
6. Upon request, and subject to a transfer charge, a certificate in my name for
the full shares of a security held in my account will be mailed to me. Proceeds
of sales will be held for my account unless you are instructed otherwise.
7. On receipt by you of advice of my legal incapacity or death, securities and
cash in my account shall be held pending receipt of proper authorization and
instructions.
8. Any controversy between us arising out of transactions in this account or
this agreement shall be settled by arbirtration before the National Association
of Securities Dealers, or the New York Stock Exchange, or the American Stock
Exchange, only.
9. Executions and other services shall be limited to those described in these
terms and conditions or which Merrill Lynch may from time to time announce.
Customers who wish to avail themselves of services not offered in these
accounts may at any time apply for a regular cash or margin account. I
understand that from time to time you will provide me with information
concerning securities selected by your Research Division. I may choose
investments from these securities or I may select any securities available
through this account which I believe to be consistent with my investment
objectives.
[logo] MERRILL LYNCH PIERCE FENNER & SMITH INC.
<PAGE> 1
Exhibit 23(a)
ARTHUR
ANDERSEN
---------------------
Arthur Andersen LLP
---------------------
Suite 1800
200 Public Square
Cleveland OH 44114
216 781 2140
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated July 23, 1996
included and incorporated by reference in The Standard Products Company's Form
10-K for the year ended June 30, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Cleveland, Ohio
February 6, 1997.
