<PAGE> 1
As filed with the Securities and Exchange Commission on February 6, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
2401 South Gulley Road, Dearborn, Michigan, 48124
(Address of Principal Executive Offices)(Zip Code)
---------------
THE STANDARD PRODUCTS COMPANY 1996 EMPLOYEE STOCK OPTION 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 350,000(1) $22.81(2) $7,983,500 $2,419
===========================================================================================================================
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the antidilution provisions of the Plan.
(2) 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 350,000 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>
<PAGE> 2
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 1996 Employee Stock Option Plan (the "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.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Shares offered hereby has been
passed upon for the Company by Baker & Hostetler LLP, Cleveland, Ohio. John D.
Drinko, a director of the Company, is a partner of Baker & Hostetler LLP.
II-1
<PAGE> 3
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 1996 Employee Stock Option
Plan
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)
5 Opinion of Baker & Hostetler LLP as to legality of the
Common Shares being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed
as Exhibit 5 hereto)
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.
II-4
<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 registration statement 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 James S. Reid, Jr., Donald R.
Sheley, Jr. and J. Richard Hamilton, 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 registration statement 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
II-5
<PAGE> 7
/s/ James C. Baillie Director
- ----------------------------------
James C. Baillie
/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
II-6
<PAGE> 8
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<S> <C>
4(a) The Standard Products Company 1996 Employee Stock Option Plan
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)
5 Opinion of Baker & Hostetler LLP as to legality of the Common
Shares being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
<FN>
- -------------
(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.
</TABLE>
<PAGE> 1
Exhibit 4(a)
THE STANDARD PRODUCTS COMPANY
1996 EMPLOYEE STOCK OPTION PLAN
1. INCENTIVE PURPOSE. The purpose of The Standard Products Company 1996
Employee Stock Option Plan (the "Plan") is to encourage and enable key
management employees of The Standard Products Company, an Ohio corporation (the
"Company"), and its subsidiaries to acquire a larger stock ownership and
personal financial interest in the Company and thereby provide additional
incentive for the promotion of the welfare of the Company and for the continued
service of the participants with the Company.
2. AMOUNT OF STOCK. Upon the approval of the Plan by the shareholders,
there shall be reserved, allotted and set aside for issuance under the Plan
350,000 of the presently authorized but unissued Common Shares, $1.00 par value,
of the Company (the "Common Shares"), subject to Paragraph 13. As set forth in
Paragraph 19 of the Plan, all of such options may be granted as incentive stock
options, all of such options may be granted as nonqualified stock options, or
such options may be granted as both incentive stock options and nonqualified
stock options.
3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors which shall consist of not
less than three members, none of whom are employees of the Company or its
subsidiaries or are eligible to receive an incentive or nonqualified stock
option while serving as a member of the Committee, and each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934 or
any successor definition adopted by the Securities and Exchange Commission and
an "outside director" with the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Board may also select one or more
qualified Directors to serve as alternate members of the Committee, who may take
the place of any absent member or members at any meeting of the Committee. The
Committee shall be authorized to administer the Plan in accordance with its
terms and may adopt, amend or repeal such rules and regulations as the Committee
may desire concerning the conduct of its affairs. The interpretation and
construction by the Committee of any provision of the Plan or of any stock
option granted under it and the administration of the Plan by the Committee
shall be final. No member of the Board of Directors or the Committee shall be
liable for any action taken or omitted or any determination made in good faith
in connection with the Plan.
4. PARTICIPATION. Subject to the limitations herein set forth, the
Committee may grant incentive or nonqualified stock options from time to time
during the period ending May 12, 2006 to such key management employees of the
Company or any subsidiary thereof as in the opinion of the Committee will best
further the interests of the Company and achieve the purposes of the Plan. No
option shall be granted to any individual who, at the time the option is
granted:
(i) Shall not be an employee of the Company or a subsidiary
(as defined in Section 424(f) of the Code) thereof, or
(ii) Shall be a member of the Committee.
5. THE OPTION PRICE. Except as provided in Paragraph 7, the option
price per Common Share to be paid upon the exercise of any stock option, as
determined by the Committee, shall be not less than the fair market value per
Common Share at the time the option is granted. Such fair market value shall be
the first sale price per Common Share (or in the event there are no sales, then
the average of the opening bid and asked prices per Common Share) on the New
York Stock Exchange on the date on which the option is granted.
6. LENGTH OF OPTION. Except as otherwise provided, each option shall be
exercisable no later than ten (10) years from the date it is granted. Each
option granted to an employee, who at the time the incentive stock option is
granted to him, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the employee corporation or of its parent or
subsidiary corporation under the attribution rules set forth in Section 424(d)
of the Code, shall be exercisable no later than five (5) years from the date it
is granted. The Committee, in its sole discretion, will determine the vesting
schedule of each option
<PAGE> 2
granted under this Plan; provided, however, that no option may be exercised
prior to one year from the date it is granted. Except as provided in Paragraphs
8, 9 and 10 hereof, no option may be exercised unless the optionee is at the
time of such exercise in the employ of the Company or of a subsidiary thereof
and shall have been continuously so employed since the granting of his option.
Absence or leave approved by the Committee in accordance with applicable
provisions of the Code and the regulations promulgated thereunder shall not be
considered an interruption of employment for purposes of the Plan.
7. LIMITATION ON GRANTING OF OPTIONS. The Committee shall not grant
incentive stock options if the aggregate fair market value (determined at the
time the option is granted) of Common Shares with respect to which incentive
stock options are exercisable for the first time by an employee during any
calendar year (under all option plans of his employer corporation and its parent
and subsidiary corporations) shall exceed $100,000. In no event shall there be
granted under the 1996 Stock Option Plan or any other stock option plan of the
Company to any employee in any calendar year options to purchase more than
250,000 Common Shares. If any employee, at the time an incentive stock option is
granted to him, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the employer corporation or its
parent or subsidiary corporations (taking into account the attribution of stock
ownership rules set forth in Section 424(d) of the Code), the option price per
Common Share to be paid upon the exercise of such incentive stock option shall
not be less than one hundred and ten percent (110%) of the fair market value per
Common Share at the time the incentive stock option is granted, as determined in
accordance with Paragraph 5.
8. TERMINATION OF EMPLOYMENT. If an optionee shall cease to be employed
by the Company or a subsidiary thereof on account of normal retirement, early
retirement. or disability, either physical or mental, he may exercise his option
to the extent that he was entitled to exercise it at the date of such cessation
or for such greater number of shares subject to the option as to which the
Committee may authorize an acceleration of time of exercise under the option. If
such cessation of employment is for any reason other than death or permanent and
total disability (within the meaning of Section 22 (e)(3) of the Code), said
optionee may exercise his option to the same extent, but only within the three
months next succeeding such cessation of employment; provided, however, that in
the event of an uninterrupted transfer of employment to or between the Company
and/or any parent or subsidiary corporation of the Company, such option shall
continue in effect until the employee ceases to be employed by all such
affiliated corporations. Neither the Plan, nor the granting of any option
thereunder, will confer upon any optionee any right with respect to continuance
of employment by the Company, or any subsidiary thereof, nor will it interfere
in any way with his right, or the employer's right, to terminate his employment
at any time.
9. DEATH OF OPTIONEE. In the event of the death of an optionee while in
the employ of the Company or a subsidiary thereof, the options theretofore
granted to him shall be exercisable only within one year next succeeding such
death, or within the balance of the period of the option if less than one year,
and then only by the administrator or executor of his estate and to the extent
that the deceased optionee was entitled to exercise it at the date of his death.
10. DISABILITY OF OPTIONEE. In the event of the permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) of the optionee
while in the employ of the Company or a subsidiary thereof, the options
theretofore granted to him shall be exercisable only within the one-year period
next succeeding his cessation of employment or within the balance of the period
of the option if less than one year,.
11. NONASSIGNABILITY. Each option shall by its terms provide that it is
not transferable by the optionee other than by will or the laws of descent and
distribution and that it is exercisable during his lifetime, only by the
optionee or by the optionee's duly authorized legal representative if the
optionee is unable to exercise his option as a result of the optionee's
disability, but only if, and to the extent, permitted by Section 422 of the
Code, and after his death, only by his administrator or executor, as above
permitted; provided, however, that if so provided in the instrument evidencing
the Option, the Compensation Committee may permit any optionee to transfer the
Option during his lifetime to one or more members of his family, to one or more
trusts for the benefit of one or more members of his family, provided that no
consideration is paid for the transfer and
2
<PAGE> 3
that such transfer would not result in the loss of any exemption under Rule
16b-3 for any Option that the Compensation Committee does not permit to be so
transferred. The transferee of an Option shall be subject to all restrictions,
terms, and conditions applicable to the Option prior to its transfer, except
that the Option shall not be further transferable inter vivos by the transferee.
The Compensation Committee may impose on any transferable Option and on the
Common Shares to be issued upon the exercise of the Option such limitations and
conditions as the Committee deems appropriate.
12. METHOD OF EXERCISE. Options shall be exercised in blocks of fifty
(50) or more shares. Exercise of options shall be by the execution by the person
entitled at the time to exercise the options of a written notice of such
exercise and delivery thereof to the Company at its principal office in
Dearborn, Michigan, which notice shall specify the number of shares being
purchased. In the case of Common Shares purchased under options (unless such
Common Shares have in either case been registered under the Securities Act of
1933 (the "1933 Act")), the written notice shall contain a representation in
form approved by the Company that such Common Shares are being acquired not with
a view to resale or distribution and will not be sold or otherwise transferred
except upon compliance with the 1933 Act and the Rules and Regulations issued
thereunder. In the case of the exercise of an option, such notice shall be
accompanied by payment in full of the option price of the Common Shares. Payment
of the option price with respect to any stock option may be made in cash or in
Common Shares valued at the closing sale price per Common Share (or in the event
there are no sales, then the average of the closing bid and asked prices per
Common Share) on the New York Stock Exchange on the last trading day preceding
the date on which the option is exercised. Upon receipt of such notice and
payment, the Company will promptly issue and deliver its certificate for the
number of Common Shares being purchased under options. No person, estate or
other entity shall have any of the rights of a shareholder with reference to
Common Shares subject to an option until a certificate or certificates for the
shares have been delivered. An option granted under this Plan may be exercised
for any lesser number of Common Shares than the full amount for which it could
be exercised subject to the first two sentences of this Paragraph. Such a
partial exercise of an option shall not affect the right to exercise the option
from time to time in accordance with this Plan for the remaining Common Shares
subject to the option.
13. ADJUSTMENTS. In the event of any change in the number or kind of
outstanding shares of the Company by reason of recapitalization, merger,
consolidation, reorganization, separation, liquidation, stock split, stock
dividend, combination of shares or any other change in the corporate structure
or shares of stock of the Company, the Committee in its discretion shall make an
appropriate adjustment in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee, as well as
in the number and kind of shares subject to options theretofore granted and the
option price payable upon exercise of such options.
14. REALLOCATION OF UNUSED SHARES. Shares which are not purchased under
options which terminate or lapse may be used for the further grant of options
under the Plan.
15. EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted
under the Plan at any time up to and including May 12, 2006, on which date the
Plan will expire, except as to options then outstanding under the Plan, which
options shall remain in effect until they have been exercised or have expired.
16. AMENDMENT AND REVOCATION. The Board of Directors shall have the
right to alter, amend or revoke the Plan or any part thereof at any time and
from time to time; provided, however, that the Board of Directors shall obtain
any approval by shareholders which is necessary for continued applicability of
Rule 16b-3 of the Securities and Exchange Commission; and provided, further,
that, without the consent of the optionees, no change may be made in any option
theretofore granted which will impair the rights of such optionees.
17. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES.
a. No option shall be exercisable and no Common Shares will be
delivered under this Plan except in compliance with all applicable federal and
state laws and regulations including, without limitation, compliance
3
<PAGE> 4
with the rules of all domestic stock exchanges on which the Company's Common
Shares may be listed. Any share certificate issued to evidence Common Shares may
bear legends and statements the Committee shall deem advisable to assure
compliance with federal and state laws and regulations. No option shall be
exercisable, and no Common Shares will be delivered under this Plan, until the
Company has obtained consent or approval from regulatory bodies, federal or
state, having jurisdiction over such matters as the Committee may deem
advisable.
b. In the case of the exercise of an option by a person or estate
acquiring the right to exercise the option by bequest or inheritance, the
Committee may require reasonable evidence as to the ownership of the option and
may require such consents and releases of taxing authorities as it may deem
advisable.
18. WITHHOLDING OF TAXES. No later than the date as of which an amount
first becomes includable in the gross income of an optionee for federal income
tax purposes with respect to any option granted under the Plan, the optionee
shall pay to the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any federal, state or local taxes of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined
by the Committee, withholding obligations may be settled with Common Shares,
including Common Shares that are a part of the option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and its subsidiaries
and affiliates shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due the optionee.
19. TYPES OF OPTIONS. Options granted under the Plan may be: (i)
options which are intended to qualify and are identified as incentive stock
options under Section 422 of the Code; (ii) options which are not intended
clearly to qualify under Section 422 of the Code and are clearly identified as
options which are not to be treated as incentive stock options under Section 422
of the Code; or (iii) both of the foregoing.
20. GOVERNING LAW. The Plan, all options and action taken thereunder
and any agreements relating thereto, shall be governed by and construed in
accordance with the laws of the State of Ohio.
4
<PAGE> 1
Exhibit 5
February 6, 1997
The Standard Products Company
2401 South Gulley Road
Dearborn, Michigan 48124
Gentlemen:
We have acted as counsel to The Standard Products Company, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed under the
Securities Act of 1933 (the "Act") relating to The Standard Products Company
1996 Employee Stock Option Plan (the "Plan") and up to 350,000 Common Shares, $1
par value (the "Common Shares"), of the Company which may be offered and sold
pursuant to the Plan.
In connection with the foregoing, we have examined: (a) the Articles of
Incorporation and Code of Regulations of the Company, (b) the Plan, and (c) such
records of the corporate proceedings of the Company and such other documents as
we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio; and
2. The Common Shares when issued and sold pursuant to the
terms of the Plan will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5
to the Registration Statement and the reference to our firm in Item 5 of Part II
of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
--------------------------
Baker & Hostetler LLP
<PAGE> 1
Exhibit 23(a)
ARTHUR
ANDERSEN
----------------------------
Arthur Andersen LLP
----------------------------
Suite 1800
200 Public Square
Cleveland OH44114
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 Anderson LLP
ARTHUR ANDERSON LLP
Cleveland, Ohio
February 6, 1997
