-----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, H2ohD5PYS0tolu9zzS44XWe4bHKobHiB8fp2uL8QCMwtCwLwfBMFAK5flhs9TiiE 6BQp2j67jXUp+mczc6QbGQ== 0000932440-98-000125.txt : 19980504 0000932440-98-000125.hdr.sgml : 19980504 ACCESSION NUMBER: 0000932440-98-000125 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980501 EFFECTIVENESS DATE: 19980501 SROS: NYSE 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: S-8 SEC ACT: SEC FILE NUMBER: 333-51619 FILM NUMBER: 98608532 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 S-8 1 As filed with the Securities and Exchange Commission on May 1, 1998 Registration No. 333-______ - -------------------------------------------------------------------------------- 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 of (I.R.S. Employer Identification No.) incorporation or organization) 37-18 Northern Boulevard, Long Island City, NY 11101 ------------------------------------------------------------------------ (Address of Principal Executive Offices) Standard Motor Products, Inc. Independent Directors' Stock Option Plan ------------------------------------------------------------------------ (Full title of the plan) Lawrence I. Sills President Standard Motor Products, Inc. 37-18 Northern Boulevard Long Island City, NY 11101 ------------------------------------------------------------------------ (Name and address of agent for service) (718) 392-0200 ---------------------------------------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of Securities to Amount to be Proposed maximum offering Proposed maximum Amount of be registered registered price per share(1) aggregate offering price(1) registration fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $2.00 50,000 Shares $23.2812 $1,164,060.00 $343.40 par value ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended on the basis of the average of the high and low prices reported in the consolidated reporting system on April 28, 1998. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") will be sent or given to participants in the Standard Motor Products, Inc. Independent Directors' Stock Option Plan (the "Plan"), as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), 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 Standard Motor Products, Inc. (the "Registrant") with 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) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; and (b) All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 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 thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. In 1986 various Sections of Article 7 of the New York Business Corporation Law ("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 its directors, officers and employees, as applicable, to the fullest extent permitted by these statutory amendments, Registrant amended its By-laws and Certificate of Incorporation. In general, Registrant's amended By-laws provide that, except to the extent expressly prohibited by the BCL, Registrant shall 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 Registrant, or serves or served, at the request of Registrant, any other entity 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 or on behalf of Registrant or any other corporation or enterprise which the director or officer of II-1 Registrant serves or has served at Registrant's request. Registrant's amended 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 amended 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 Registrant has given its prior consent to such settlement or other disposition. Registrant's amended By-laws require Registrant 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 Registrant 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. Registrant's Certificate of Incorporation was amended to add a provision that the personal liability of the directors of Registrant be eliminated to the fullest extent permitted by the provisions of BCL Section 402(b). It was also amended to provide that Registrant 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, and the amended provisions of 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. Registrant maintains an officers' and directors' liability insurance policy insuring Registrant's officers and directors against certain liabilities and expenses incurred by them in their capacities as such. The policy does not reimburse the Registrant for indemnification obligations to its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. II-2 ITEM 8. EXHIBITS. Exhibit Number Description - ------- ----------- 4.1 Standard Motor Products, Inc. Independent Directors' Stock Option Plan (Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996) 4.2 The Registrant's Restated Certificate of Incorporation, defining the rights of holders of the capital stock of the Registrant, dated July 31, 1990 4.3 The Registrant's Certificate of Amendment of the Certificate of Incorporation, dated February 15, 1996 5 Opinion of Kelley Drye & Warren LLP, Counsel to Registrant 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Kelley Drye & Warren LLP (included in opinion filed as Exhibit 5) 24 Powers of Attorney of Directors and Certain Officers of the Registrant (included on the signature pages hereof) 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: (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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and the price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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 subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are II-3 incorporated by reference in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic 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 this 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. (4) That, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act), that it 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. (5) 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 foregoing provisions described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the 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 SIGNATURES Pursuant to the requirements of the Securities Act, 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 New York, State of New York on this 23rd day of April, 1998. STANDARD MOTOR PRODUCTS, INC. By: /s/ David Kerner --------------------------------- David Kerner Treasurer POWER OF ATTORNEY Each person whose signature appears below appoints David Kerner, his true and lawful 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 this Registration Statement (including post-effective amendments), and generally to do anything else necessary or proper in connection therewith. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Lawrence I. Sills President, Director and Chief April 23, 1998 - -------------------------- Operating Officer Lawrence I. Sills (Principal Executive Officer) /s/ Michael J. Bailey Vice President Finance and Chief April 23, 1998 - -------------------------- Financial Officer Michael J. Bailey (Principal Accounting and Financial Officer) - -------------------------- Co-Chairman, Director April 23, 1998 Bernard Fife /s/ Nathaniel L. Sills Co-Chairman, Director April 23, 1998 - -------------------------- Nathaniel L. Sills II-5 /s/ Marilyn F. Cragin Director April 23, 1998 - -------------------------- Marilyn F. Cragin /s/ Arthur D. Davis Director April 23, 1998 - -------------------------- Arthur D. Davis Director April 23, 1998 - -------------------------- Robert M. Gerrity /s/ John L. Kelsey Director April 23, 1998 - -------------------------- John L. Kelsey /s/ Andrew M. Massimilla Director April 23, 1998 - -------------------------- Andrew M. Massimilla /s/ Arthur S. Sills Director April 23, 1998 - -------------------------- Arthur S. Sills /s/ Robert J. Swartz Director April 23, 1998 - -------------------------- Robert J. Swartz /s/ William H. Turner Director April 23, 1998 - -------------------------- William H. Turner II-6 EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 4.1 Standard Motor Products, Inc. Independent Directors' Stock Option Plan (Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996) 4.2 The Registrant's Restated Certificate of Incorporation, defining the rights of holders of the capital stock of the Registrant, dated July 31, 1990 4.3 The Registrant's Certificate of Amendment of the Certificate of Incorporation, dated February 15, 1996 5 Opinion of Kelley Drye & Warren LLP, Counsel to Registrant 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Kelley Drye & Warren LLP (included in opinion filed as Exhibit 5) 24 Powers of Attorney of Directors and Certain Officers of the Registrant (included on the signature pages hereof) II-7 EX-4.2 2 RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 4.2 Restated Certificate of Incorporation of Standard Motor Products, Inc. Under Section 807 of the Business Corporation Law We, Lawrence I. Sills and Mark S. Chanko, being respectively the President and the Secretary of Standard Motor Products, Inc. hereby certify: 1. The name of the corporation is Standard Motor Products, Inc. 2. The certificate of incorporation was filed by the Department of State on the 30th day of December, 1926. 3. The certificate of incorporation, as amended heretofore, is further amended as follows: (a) to add article "NINTH" relating to the indemnification of the directors, officers and employees of the corporation pursuant to Article 7 of the Business Corporation Law of the State of New York; and (b) to add article "TENTH" relating to the eliminating or limiting of the personal liability of the directors to the corporation and its shareholders pursuant to Section 402(b) of the Business Corporation Law of the State of New York. In order to effect the foregoing, articles "NINTH" and "TENTH" shall read as follows: "NINTH The corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation Law of the State of New York, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any By-Law, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said Article, as to action in any capacity in which he or she served at the request of the corporation. TENTH The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law of the State of New York, as the same may be amended and supplemented." 4. The text of the restated certificate of incorporation, as further amended, is hereby restated to read as herein set forth in full: FIRST: The name of the corporation is: STANDARD MOTOR PRODUCTS, INC. SECOND: The purposes for which it is formed are as follows: (a) To manufacture or otherwise produce automobile parts, equipment, accessories or any articles which may be in any way connected with or belonging to automobiles, or motor vehicles, of any kind, character or description. (b) To buy, sell at wholesale or retail, import, export, lease or rent, or otherwise deal in automobile parts, equipment, accessories and any other articles of any kind, character, or description, which may be in any way connected with or belonging to automobiles or motor vehicles of any kind, character or description. -2- (c) To alter or otherwise change the character of any and all automobile parts, accessories, equipment, or of any articles of any kind, character or description, which may be in any way connected with or belonging to automobiles or motor vehicles of any kind, character or description. (d) To buy, sell, lease or rent, import, export, manufacture, produce, or otherwise trade and deal in motor vehicles of any kind, character or description. (e) To manufacture or otherwise purchase, and to alter and change the character of goods, wares, merchandise and personal property of any and every class, kind and description which may be lawfully manufactured, produced or altered by corporations under the statues of the State of New York. (f) To make and execute contracts for the purchase and sale of the articles of merchandise hereinabove mentioned and to purchase and sell options therefor. (g) To conduct what is generally known as a mail order business, subject to any restrictions placed thereon by law. (h) To buy, exchange, lease or otherwise acquire real estate and any interest or right therein, and to hold, own, operate, control, maintain and manage and improve and develop the same, and to build, construct, maintain, alter, manage and control directly or through ownership of stock in any other corporation, any and all kinds of -3- buildings, edifices, stores, offices, warehouses, mills, shops, factories, machinery and plants, and any and all other structures and erections. (i) To sell, assign, alienate, transfer and convey, lease or otherwise dispose of, and to mortgage or otherwise encumber the lands, buildings and any and all sorts of real property of this corporation, wherever situate and any and all legal and equitable interests therein. (j) To apply for, obtain, register, purchase, lease, or otherwise acquire and to hold, use, own and sell, assign, or otherwise dispose of any trademarks, trade names, patents, inventions and improvements accrued under letters of patent of the United States or elsewhere or otherwise; and to use and grant licenses in respect of, or otherwise turn to account any such trademarks, patents, licenses, inventions, and the like or any such property or rights. (k) To acquire by purchase, subscription or otherwise, and to sell, assign, pledge or otherwise dispose of the stocks and bonds or any obligations of any corporation, and to exercise in respect thereof all the rights, powers and privileges of individual owners including the right to vote thereon, the ownership of which is conducive to and consistent with the purposes of this corporation; and to issue in exchange for such stocks, bonds and obligations of such corporation, the stocks, bonds and obligations of this corporation. -4- (l) To aid in any manner permitted by law any corporation of which any bonds and other securities or evidences of indebtedness or stocks are held by this corporation, and to do any acts for the protection, preservation or enhancement of the value of such bonds or other securities or evidences of indebtedness or stock. (m) To engage in and carry out all the purposes and objects herein set forth, and to acquire all the property, rights and to exercise all the rights, privileges and powers herein enumerated, in the United States, and any foreign country. (n) The foregoing and following clauses shall be construed as objects and powers in furtherance and not in limitation of the general powers conferred by the laws of the State of New York, and it is hereby expressly provided that the foregoing and following enumeration of powers shall not be held to limit or restrict in any manner the powers of this corporation, and this corporation may do all and everything necessary, suitable or proper for the accomplishments of any of the purposes or objects hereinabove enumerated either alone or in association with other corporations, firms, or individuals to the same extent and as fully as individuals might or could do as principal, agents, contractors or otherwise. (o) Nothing in this certificate contained, however, shall authorize the corporation to carry on any business or exercise any powers in any state or country which a similar corporation organized under the laws -5- of the State or country could not carry on or exercise, or to engage within or without the State of New York in the business of a lighting or transportation corporation or the common carrier business or to issue bills, notes, or other evidence of debt for circulation as money. THIRD: The amount of the Capital Stock which the Corporation is authorized to issue is $70,000,000, consisting of 30,000,000 shares of par value of $2.00 per share and 500,000 shares of the par value of $20.00 per share. The number of shares which are to be without par value is none. FOURTH: The shares of Capital Stock which the Corporation is authorized to issue shall be divided into two classes, consisting of 500,000 shares of Preferred Stock, $20.00 par value which may be issued in one or more series, and 30,000,000 shares of Common Stock, $2.00 par value. DESIGNATIONS AND RELATIVE RIGHTS OF PREFERRED STOCK The Board of Directors is vested with the authority to establish and designate series of the Preferred, to fix the number of shares therein, and the variations in the relative rights, preferences and limitations as between series. RELATIVE RIGHTS OF COMMON STOCK The restrictions and qualifications upon the preferences, privileges and voting powers of Common Stock are as follows: The holders of shares of Common Stock shall be entitled to receive such dividends as shall be declared from time to time by the Board of Directors. -6- Nothing contained herein shall limit any legal right of the Corporation to purchase any shares of its Common Stock, or any options to purchase shares of Capital Stock of the Corporation of any class whatsoever. 75% VOTE REQUIRED UNDER CERTAIN CIRCUMSTANCES Any merger or consolidation of the Corporation, or any of its subsidiaries, with or into any other corporation; any sale, lease, exchange or other disposition of the Corporation or any of its subsidiaries, of all or substantially all of its assets to any other corporation, person, entity, or any purchase, lease or other acquisition by the Corporation, or any of its subsidiaries, or any assets or securities or combination thereof, from any other corporation, person or entity in exchange for voting securities (or securities convertible into voting securities or options, warrants or rights to purchase voting securities or securities convertible into voting securities) of the Corporation, or any of its subsidiaries, shall require the affirmative vote of the holders of (i) at least seventy-five percent (75%) of the outstanding shares of each class of capital stock of the Corporation entitled to vote in elections of directors and (ii) at least a majority of the remaining outstanding shares (which are not beneficially owned, directly or indirectly, by such other corporation, person or entity) of each class of capital stock of the Corporation entitled to vote in elections of directors, if, as of the record date of the determination of shareholders entitled to notice thereof and to vote thereon, such other corporation, person or entity which is a party to such transaction is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares of any class of capital stock of the Corporation entitled to vote in elections of directors. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange. -7- Beneficial Owner Defined. For purposes of this Article Fourth any other corporation, person or entity shall be deemed to be the beneficial owner of any shares of capital stock of the Corporation: (a) which it owns directly or indirectly, whether or not of record; (b) which it has the right to acquire pursuant to any agreement or understanding or upon exercise of conversion rights, warrants or options or otherwise; (c) which are beneficially owned, directly or indirectly (including shares deemed to be owned through application of Subsection (b) above) by any "affiliate" or "associate" as those terms were defined on February 19, 1976 in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934; or (d) which are beneficially owned, directly or indirectly (including shares deemed to be owned through application of Subsection (b) above), by any other corporation, person or entity with which it, or its "affiliate" or "associate", has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Corporation. For the purposes of this Article Fourth the outstanding shares of any class of capital stock of the Corporation shall include any shares deemed owned through the application of Subsection (b), (c) and (d) above, but shall not include any other shares that may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants, options, or otherwise. POWER OF BOARD. The Board of Directors shall have the power and duty to determine for the purposes of this Article on the basis of information available to the Corporation, whether: -8- (a) such other corporation, person or entity beneficially owns five percent (5%) or more of the outstanding shares of any class of capital stock of the Corporation entitled to vote in election of directors; (b) such other corporation, person or entity is an "affiliate" or "associate" (as defined above) of another; (c) the memorandum of understanding referred to below accurately describes the transaction to which it relates; and (d) the proposed transaction is in the best interest of the Corporation and its shareholders. In determining that the transaction is in the best interests of the Corporation and its shareholders the directors may give due consideration to all relevant factors including but not limited to the consideration offered; their view of the future prospects and value of the Corporation, the social and economic effects on the employees, customers, suppliers and other constituents of the Corporation and its subsidiaries. Any such determination shall be conclusive and binding for all purposes of this Article. Exceptions. The 75% shareholder approval provisions of this Article shall not apply to any merger, consolidation, sale, lease, exchange, purchases, or other transactions described herein: (a) if the Board of Directors of the Corporation shall have approved by resolution of a memorandum or understanding with the other corporation, person or entity with whom the transaction is proposed after determining that it is in the best interest of the Corporation and its shareholders; -9- (b) if the transaction involves only the Corporation, or any of its subsidiaries, and a corporation of which a majority of the outstanding shares of each class of capital stock entitled to vote in election of directors is owned of record or beneficially by the corporation or any of its subsidiaries. Any director may be removed at any time, without cause, by the affirmative vote, at any shareholders' meeting, by the holders of at least seventy-five percent (75%) of the outstanding shares of each class of capital stock of the Corporation entitled to vote at such meeting. This Article shall not be repealed or amended in any respect unless such repeal or amendment is approved by the affirmative vote of the holders of not less than seventy-five (75%) percent of the outstanding shares of stock of each class of the Corporation entitled to vote thereon. NO PREEMPTIVE RIGHTS No holder of any shares of any class of the Corporation shall be entitled as of right to purchase or subscribe for any part of any capital stock of the Corporation authorized by this Certificate or of any additional capital stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation, or of any bonds, certificates of indebtedness, debentures or other securities convertible into capital stock of the Corporation, but any capital stock authorized by this Certificate, or any such additional authorized issue of new capital stock or of securities convertible into capital stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner the Board of Directors may in their discretion determine, without offering any thereof on the same terms or on any terms to the stockholders then of record or to any class of stockholders. -10- AUTHORITY OF BOARD TO ISSUE CAPITAL STOCK AND CONSIDERATION THEREOF Without action by the stockholders, the shares of capital stock may be issued by the Corporation from time to time for such consideration, not less than the par value thereof in case of shares having a par value, as may be fixed from time to time by the Board of Directors thereof, and any and all such shares so issued, the full consideration for which has been paid or delivered, shall be deemed fully paid stock and not liable to any further call or assessment thereon, and the holder of such shares shall not be liable for any further call or assessment thereon or for any further payment thereon. FIFTH: The office of the Corporation is to be located in the County of Queens, State New York. SIXTH: The duration of the Corporation is to be perpetual. SEVENTH: The Secretary of the State of New York is hereby designated as the Agent of the Corporation upon who process in any action or proceeding against it may be served. The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is c/o Mr. Bernard Fife, 37-18 Northern Boulevard, Long Island City, New York 11101. EIGHTH: Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in persons at a meeting. NINTH: The corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation Law of the State of New York, as the same may be amended and -11- supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any By-Law, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said Article, as to action in any capacity in which he or she served at the request of the corporation. TENTH: The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law of the State of New York, as the same may be amended and supplemented. 5. The foregoing amendments to the Restated Certificate of Incorporation were authorized by the affirmative vote of a majority of the shares of stock entitled to vote thereon. IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalties of perjury, this 31st day of July, 1990. LAWRENCE I. SILLS ---------------------------- Lawrence I. Sills, President MARK S. CHANKO ---------------------------- Mark S. Chanko, Secretary -12- EX-4.3 3 CERTIFICATE OF AMENDMENT OF CERT. OF INC. EXHIBIT 4.3 CERTIFICATE OF AMENDMENT of the CERTIFICATE OF INCORPORATION of STANDARD MOTOR PRODUCTS, INC. under Section 805 of the Business Corporation Law Lawrence I. Sills, President, and Sanford Kay, Secretary of Standard Motor Products, Inc., a New York corporation for profit with its principal place of business at 37-18 Northern Boulevard, Long Island City, New York 11101, (hereinafter called the "Corporation"), hereby certify pursuant to Sections 502 and 805 of the New York Business Corporation Law ("BCL") as follows: 1. The name of the Corporation is Standard Motor Products, Inc. 2. The Certificate of Incorporation of the Corporation was filed by the Department of State on December 30, 1926. The Restated Certificate of Incorporation of the Corporation under Section 807 of the BCL was filed at the Department of State on August 1, 1990. 3. The Certificate of Incorporation of the Corporation is hereby amended by the addition of a provision stating the number, designation, relative rights, preferences and limitations of the Corporation's Series A Participating Preferred Stock, par value $20.00 per share, as authorized and fixed by the Corporation's Board of Directors at a meeting duly called and held on the 17th day of January, 1996 in accordance with Article Fourth of the Corporation's Certificate of Incorporation, as follows: "Series A Participating Preferred Stock: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 30,000. Section 2. Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any class of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $2.00 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis -2- among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: (A) Each share of Series A Preferred Stock shall entitle the holder thereof to one thousand votes on all matters submitted to a vote of the stockholders of the Corporation. The holders of fractional Series A Preferred Stock (except for holders of integral multiples of one one-thousandth of a share of Series A Preferred Stock) shall not be entitled to any vote on any matter submitted to a vote of the shareholders of the Corporation. (B) The holders of Series A Preferred Stock shall be entitled to elect two directors of the Corporation whenever dividends payable on Series A Preferred Stock shall be in default as qualified therein. For purposes of exercising such right, the Corporation's Bylaws and other provisions of law shall apply, as if the Series A Preferred Stock were the only class of the Corporation's shares outstanding. (C) Except as otherwise provided herein, in the Restated Certificate of Incorporation of the Corporation, in any other Certificate of Amendment creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation, (D) Except as set forth herein, in the Restated Certificate of Incorporation of the Corporation, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except -3- dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock at least to the same extent as the junior stock so redeemed, purchased or acquired; or (iv) redeem, purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to redeem, purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, redeem, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Corporation's Restated Certificate of Incorporation, or in any other Certificate of Amendment creating a series of Preferred Stock or any similar stock or as otherwise required by law. Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of -4- all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, on a parity with any other series of Preferred Stock. Section 10. Amendment. Subject to the provisions of Article FOURTH of the Corporation's Restated Certificate of Incorporation, the Bylaws of the Corporation shall not be amended, altered or repealed in any manner which would affect adversely the voting powers, rights or preferences of the holders of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class." -5- IN WITNESS WHEREOF, this Certificate of Amendment is subscribed and affirmed as true under the penalties of perjury on behalf of the Corporation by its President and its Secretary this 15th day of February, 1996. LAWRENCE I. SILLS ---------------------------------- Lawrence I. Sills President; Chief Operating Officer SANFORD KAY ---------------------------------- Sanford Kay Secretary -6- EX-5 4 OPINION OF COUNSEL EXHIBIT 5 Kelley Drye & Warren LLP Two Stamford Plaza 281 Tresser Boulevard Stamford, CT 06901-3229 April 23, 1998 Board of Directors Standard Motor Products, Inc. 37-18 Northern Boulevard Long Island City, NY 11101 Re:Registration Statement on Form S-8 for the Standard Motor Products, Inc. Independent Directors' Stock Option Plan ---------------------------------------- Dear Sirs: We are acting as special counsel to Standard Motor Products, Inc., a New York corporation ("Corporation"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, ("Act") with the Securities and Exchange Commission ("Commission") relating to the registration of 50,000 shares of common stock, $2.00 par value per share (the "Common Stock"), of the Corporation offered for sale pursuant to the Standard Motor Products, Inc. Independent Directors' Stock Option Plan (the "Plan"). In connection with the opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Corporation and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. 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 Corporation and the due authorization, execution and delivery of all documents by the parties thereto other than the Corporation. 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 matters of officers and other representatives of the Corporation. 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 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. Board of Directors Standard Motor Products, Inc. -2- April 23, 1998 Based upon the foregoing, we are of the opinion that: 1. The Corporation has been duly organized and is validly existing under the laws of the State of New York. 2. The Plan has been duly adopted by the Board of Directors of the Corporation and approved by the shareholders of the Corporation. 3. The shares of Common Stock of the Corporation to which the Registration Statement relates have been duly authorized and reserved for issuance pursuant to the Plan and, when issued and sold pursuant to the Plan, will be legally issued, fully paid and non-assessable. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the federal laws of the United States of America be changed by legislative action, judicial decision or otherwise. We hereby consent to the filing of this letter as an Exhibit 5 to the Registration Statement. 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 EX-23.1 5 CONSENT OF ACCOUNTANTS EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Standard Motor Products, Inc.: We consent to the use of our reports incorporated herein by reference. KPMG PEAT MARWICK LLP New York, New York April 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----