As filed with the Securities and Exchange Commission on May 18, 2006
Registration No. 333-
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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 Identification No.)
of Incorporation or Organization)
37-18 Northern Boulevard
Long Island City, New York 11101
(Address of Principal Executive Offices)
2006 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Carmine J. Broccole, Esq.
Vice President General Counsel & Secretary
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101
(Name and Address of Agent for Service)
(718) 392-0200
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE (1)
========================== ==================== ====================== ====================== ======================
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common Stock, $2.00 par
value, to be issued 700,000 shares $7.97 $5,579,000 $597
under the 2006 Omnibus
Incentive Plan
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
(1) This Registration Statement on Form S-8 is being filed pursuant to
Rule 429 under the Securities Act of 1933, as amended (the "Securities
Act").
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) and (h) under the Securities Act of
1933. The price per share is estimated based on the average of the
high and low trading prices for Standard Motor Products, Inc.'s Common
Stock on May 15, 2006, as reported by the New York Stock Exchange on
May 15, 2006.
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EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 of
Standard Motor Products, Inc. (the "Registrant") is to register 700,000 shares
of the Registrant's common stock, par value $2.00 per share (the "Common
Stock"), issuable pursuant to the Registrant's 2006 Omnibus Incentive Plan (the
"Plan").
The documents containing the information concerning the Plan
specified in Part I of the instructions to Registration Statement on Form S-8
have been or will be sent or given to the participants in the Plan, as specified
by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities Act"). In
accordance with the Note to Part I of the instructions to Registration Statement
on Form S-8, such documents are not filed with the Securities and Exchange
Commission either as part of this Registration Statement or as a prospectus or
prospectus supplement pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with
the Securities and Exchange Commission (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) Annual Report on Form 10-K for the fiscal year ended December 31, 2005,
as filed with the Commission on March 16, 2006 (the "2005 Form 10-K").
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as
filed with the Commission on May 10, 2006.
(c) Current Reports on Form 8-K, each as filed with the Commission on
January 3, 2006, March 1, 2006, March 8, 2006, March 15, 2006 and May 5, 2006.
(d) The portions of our Proxy Statement relating to our Annual Meeting of
Stockholders held on May 18, 2006, as filed with the Commission on April 18,
2006, that have been incorporated by reference into the 2005 Form 10-K.
(e) The description of the Registrant's Common Stock, $2.00 par value, set
forth under the caption "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-3, as amended (File No. 333-103194), filed with
the Commission on June 4, 2003, together with any amendment or report filed with
the Commission for the purpose of updating such description.
(f) All documents subsequently filed by the Registrant's with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In 1986, various Sections of Article 7 of the Business Corporation Law of New
York (the "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 our directors, officers and employees, as
applicable, to the fullest extent permitted by these statutory amendments, we
amended and restated our By-laws (the "By-laws") and restated our Certificate of
Incorporation, as amended (the "Certificate of Incorporation").
In general, the By-laws and Certificate of Incorporation provide that we shall,
to the fullest extent permitted by Article 7 of the BCL, 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 us, or serves or served, at our
request, any other corporation 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
us or on our behalf or any other corporation or enterprise which the director or
officer of us serves or has served at our request. The By-laws prohibit
indemnification if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active or deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled. The 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 we have given our prior consent to such settlement or other
disposition. The By-laws require us 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 us 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.
The Certificate of Incorporation provides that the personal liability of our
directors be eliminated to the fullest extent permitted by the provisions of BCL
Section 402(b). It also provides that we 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. 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.
We maintain an officers' and directors' liability insurance policy insuring our
officers and directors against certain liabilities and expenses incurred by them
in their capacities as such. The policy does not reimburse us for
indemnification obligations to our officers and directors.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 2006 Omnibus Incentive Plan (including forms of Stock Option Agreement,
Agreement for Restricted Shares and Performance Shares, and SAR Agreement).
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting
Firm.
23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereof).
ITEM 9. UNDERTAKINGS.
A. 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 end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; or
(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 paragraphs (i) and (ii) of this section do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
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.
B. The undersigned registrant hereby 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 Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that 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.
C. 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 Delaware General Corporation Law, the Articles
of Incorporation of the registrant, the Bylaws of the registrant,
indemnification agreements entered into between the registrant and its
officers and directors 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 in successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, 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 of
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.
SIGNATURES
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 Long Island City, State of New York on this 18th day
of May, 2006.
STANDARD MOTOR PRODUCTS, INC.
By: /s/ James J. Burke
------------------------------
Name: James J. Burke
Title: Vice President, Finance and
Chief Financial Officer
Each person whose signature appears below appoints Lawrence I. Sills and
James J. Burke his 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 the Registration Statement (including post-effective
amendments) and to file with the Securities and Exchange Commission one or more
supplements to any prospectus included in any of the foregoing, and generally to
do anything else necessary or proper in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Lawrence I. Sills Chairman of the Board
---------------------------- and Chief Executive Officer May 18, 2006
(Principal Executive Officer)
/s/ James J. Burke Vice President, Finance and May 18, 2006
---------------------------- Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Robert M. Gerrity
---------------------------- Director May 18, 2006
/s/ Kenneth A. Lehman
---------------------------- Director May 18, 2006
/s/ Aruthur S. Sills
---------------------------- Director May 18, 2006
/s/ Peter J. Sills
---------------------------- Director May 18, 2006
/s/ Frederick D. Sturdivant
---------------------------- Director May 18, 2006
/s/ William H. Turner
---------------------------- Director May 18, 2006
/s/ Richard S. Ward
---------------------------- Director May 18, 2006
/s/ Roger M. Widmann
---------------------------- Director May 18, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 2006 Omnibus Incentive Plan (including forms of Stock Option Agreement,
Agreement for Restricted Shares and Performance Shares, and SAR Agreement).
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting
Firm.
23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereof).