-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3kR5sMAZWgP/TWZMAyGbZ5A3+z8s3wpEUwShmQUfi6kGb1hGac9//w3Zjgd/wcr sezqRGh5MGg8SV/46zvZ6A== 0000909012-04-000670.txt : 20040927 0000909012-04-000670.hdr.sgml : 20040927 20040927154254 ACCESSION NUMBER: 0000909012-04-000670 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040927 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040927 DATE AS OF CHANGE: 20040927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD MOTOR PRODUCTS INC CENTRAL INDEX KEY: 0000093389 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 111362020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04743 FILM NUMBER: 041047268 BUSINESS ADDRESS: STREET 1: 37 18 NORTHERN BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: 7183920200 MAIL ADDRESS: STREET 1: 3718 NORTHERN BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 8-K 1 t301298.txt REPORT OF 9/27/04 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 27, 2004 STANDARD MOTOR PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) NEW YORK 1-4743 11-1362020 (State or Other (Commission File Number) (I.R.S. Employee Jurisdiction of Incorporation) Identification Number) 37-18 NORTHERN BOULEVARD, LONG ISLAND CITY, NEW YORK 11101 (Address of Principal Executive Offices, including Zip Code) Registrant's Telephone Number, including Area Code: 718-392-0200 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On September 27, 2004, Standard Motor Products, Inc. (the "Company") announced the engagement of a new independent accountant, Grant Thornton LLP ("Grant Thornton"), as the principal accountant to audit the Company's financial statements. During the two fiscal years ended December 31, 2002 and December 31, 2003 and through September 27, 2004, the Company has not consulted with Grant Thornton on any matter that (i) involved the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements, in each case where written or oral advice was provided that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). ITEM 7.01. REGULATION FD DISCLOSURE On September 27, 2004, the Company issued a press release announcing the appointment of Grant Thornton as the Company's independent registered public accounting firm. A copy of the press release is attached as Exhibit 99.1. Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made after the date hereof, the information contained in this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of the information under this Item 7.01 is not an indication that this Item 7.01 contains material information that is not otherwise publicly available. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated September 27, 2004 announcing the appointment of Grant Thornton as the Company's independent registered public accounting firm. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STANDARD MOTOR PRODUCTS, INC. By: /S/ JAMES J. BURKE ------------------ James J. Burke Vice President Finance, Chief Financial Officer Date: September 27, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------------- ----------------------------------------------------- 99.1 Press Release dated September 27, 2004 announcing the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm. EX-99.1 2 exh99-1.txt NEW INDEPENDENT ACCOUNTANTS For: Standard Motor Products, Inc. From: Golin/Harris International Marlene Wechselblatt 212-373-6000 Standard Motor Products, Inc. Contact: James J. Burke, Chief Financial Officer 718-392-0200 STANDARD MOTOR PRODUCTS, INC. ENGAGES NEW INDEPENDENT ACCOUNTANTS New York, NY, September 27, 2004......Standard Motor Products, Inc. (NYSE:SMP), an automotive replacement parts manufacturer and distributor, announced today that the Audit Committee of its Board of Directors has engaged Grant Thornton LLP as the Company's independent registered public accounting firm, effective immediately, for its fiscal year ending December 31, 2004. Grant Thornton replaces the Company's former independent accountants, KPMG LLP, which resigned in August 2004. For further information on the resignation of KPMG, please see the Form 8-K/A filed by the Company with the Securities and Exchange Commission on September 8, 2004. Mr. James J. Burke, Standard Motor Products' Chief Financial Officer, commented that, "As we have previously stated, KPMG's resignation was not the result of any disagreement between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. In addition, KPMG's resignation does not in any way affect the reliability of our audited financial statements. "The decision to engage Grant Thornton as the Company's independent accountants comes after careful consideration conducted by the Company's Audit Committee. The Audit Committee considered many factors, including the experience of Grant Thornton, the resources of Grant Thornton to serve the Company and the Company's auditing needs. We are very pleased to have Grant Thornton as our independent accountants. We look forward to working with Grant Thornton in the future." UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, STANDARD MOTOR PRODUCTS CAUTIONS INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING THOSE THAT MAY BE MADE IN THIS PRESS RELEASE, ARE BASED ON MANAGEMENT'S EXPECTATIONS AT THE TIME THEY ARE MADE, BUT THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE RISKS AND UNCERTAINTIES DISCUSSED IN THIS PRESS RELEASE, AND DETAILED FROM TIME-TO-TIME IN PRIOR PRESS RELEASES AND IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q. BY MAKING THESE FORWARD-LOOKING STATEMENTS, STANDARD MOTOR PRODUCTS UNDERTAKES NO OBLIGATION OR INTENTION TO UPDATE THESE STATEMENTS AFTER THE DATE OF THIS RELEASE. ### -----END PRIVACY-ENHANCED MESSAGE-----