-----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, HcE5X/Z0byh9gtWSb5JLIEsEFHkNwNgizgUPIjHnCaoY/WijXkweQd7LiKGXY0Sv 5+6oJgSeH62CWGkH1aH6Jw== 0000950152-97-000678.txt : 19970520 0000950152-97-000678.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950152-97-000678 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970206 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PRODUCTS CO CENTRAL INDEX KEY: 0000093448 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 340549970 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 002-63498 FILM NUMBER: 97519394 BUSINESS ADDRESS: STREET 1: 2401 S GULLEY ROAD CITY: DEARBORN STATE: MI ZIP: 48124 BUSINESS PHONE: 2162818300 MAIL ADDRESS: STREET 1: 2401 S GULLEY RD CITY: DEARBORN STATE: MI ZIP: 48124 POS AM 1 STANDARD PRODUCTS S-8 POS AM 1 As filed with the Securities and Exchange Commission on February 6, 1997 Registration No. 2-63498 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 6 To FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------- THE STANDARD PRODUCTS COMPANY (Exact name of registrant as specified in its charter) Ohio 33-0549970 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 2401 South Gulley Road, Dearborn, Michigan, 48124 (Address of Principal Executive Offices)(Zip Code) --------------- THE STANDARD PRODUCTS COMPANY EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) --------------- RICHARD N. JACOBSON Secretary The Standard Products Company 2401 South Gulley Road Dearborn, Michigan 48124 (Name and address of agent for service) (313) 561-1100 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE
============================================================================================================== 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 - - -------------------------------------------------------------------------------------------------------------- Common Shares $1 par value $100,000 $22.81(1) $2,281,000 $691 ============================================================================================================== (1) Estimated in accordance with Rule 457 of the Securities Act of 1933 solely for the purpose of determining the registration fee. The fee with respect to 100,000 shares is based on $22.81 the average of the high and low sale prices on January 31, 1997, of the registrant's Common Shares as reported on the New York Stock Exchange.
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 Employee Stock Purchase Plan (formerly called the Monthly Investment Plan). Item 3. Incorporation of Documents by Reference. The documents listed in (a) through (d) below are incorporated by reference in the registration statement. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been sold, or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30, 1996, including the Form 10-Q for the quarter ended September 30, 1996; (c) The information contained in the Company's Proxy Statement dated September 18, 1996 for its Annual Meeting of Shareholders held on October 22, 1996 that has been incorporated by reference in the 1996 Form 10-K and was filed with the Commission on Schedule 14A on September 18, 1996; and (d) The description of the Company's Common Shares contained in a registration statement filed with the Securities and Exchange Commission under the Exchange Act, including any amendment or report filed for the purpose of updating such description. II-1 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 4 Item 8. Exhibits. Exhibit Number Description of Exhibit - - -------------- ---------------------- 4(a) The Standard Products Company Employee Stock Purchase Plan Brochure 4(b) Amended and Restated Articles of Incorporation of The Standard Products Company(1) 4(c) Amended Code of Regulations of The Standard Products Company(2) 23(a) Consent of Arthur Andersen LLP 24 Powers of Attorney (included at page II-5) - - ------------- (1) Incorporated by reference from the Quarterly Report on Form 10-Q filed on November 1, 1993, Exhibit 3a therein. (2) Incorporated by reference from Form S-3 Registration Statement No. 33-62054 filed on May 3, 1993, Exhibit 3.2 therein. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new II-3 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 6 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn and the State of Michigan on this 6th day of February, 1997. THE STANDARD PRODUCTS COMPANY By /s/ James S. Reid, Jr. -------------------------------- James S. Reid, Jr. Chairman and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald R. Sheley, Jr., Richard N. Jacobson and R. Steven Kestner, or any one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all post-effective amendments to this registration statement, and to file the same with all exhibits hereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed on February 6, 1997 by the following persons in the capacities indicated below. Signature Title --------- ----- /s/ James S. Reid, Jr. Director; Chairman and Chief --------------------------------- Executive Officer James S. Reid, Jr. (Principal Executive Officer) /s/ Theodore K. Zampetis Director; President and Chief --------------------------------- Operating Officer Theodore K. Zampetis /s/ Donald R. Sheley, Jr. Vice President, Finance --------------------------------- and Chief Financial Officer Donald R. Sheley, Jr. /s/ Bernard J. Theisen Corporate Controller --------------------------------- (Principal Accounting Officer) Bernard J. Theisen /s/ James C. Baillie Director --------------------------------- James C. Baillie II-5 7 /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 8 EXHIBIT INDEX ------------- EXHIBIT NUMBER EXHIBIT DESCRIPTION - - ------ ------------------- 4(a) The Standard Products Company Employee Stock Purchase Plan Brochure 4(b) Amended and Restated Articles of Incorporation of The Standard Products Company(1) 4(c) Amended Code of Regulations of The Standard Products Company (2) 23(a) Consent of Arthur Andersen LLP 24 Powers of Attorney (included at page II-5) - - -------------- (1) Incorporated by reference from the Quarterly Report on Form 10-Q filed on November 1, 1993, Exhibit 3a therein. (2) Incorporated by reference from Form S-3 Registration Statement No. 33-62054 filed on May 3, 1993, Exhibit 3.2 therein. II-7 EX-4.A 2 EXHIBIT 4(A) 1 Exhibit 4(a) MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AN OPPORTUNITY TO PURCHASE THE STANDARD PRODUCTS COMPANY COMMON SHARES THROUGH PAYROLL DEDUCTIONS The Standard Products Company (the "Company") has agreed to make its payroll deduction facilities available to eligible employees to enable them to purchase, on the New York Stock Exchange, common shares of the Company at market prices current at the time of the purchase through individual Monthly Investment Plan accounts opened by such employees with Merrill Lynch, Pierce, Fenner & Smith Incorporated. The employer (the Company or one of its subsidiaries) will contribute an amount equal to 10% of the participating employee's actual payroll deductions. The Company reserves the right to amend or terminate the Plan at any time. The Company has asked that all eligible employees be advised that their participation is entirely voluntary and that the Company and its subsidiaries are making no recommendations to their employees to whether they should or should not participate. ELIGIBILITY All employees of The Standard Products Company and its subsidiaries are eligible to participate in the Plan provided that they have attained the age of majority in the state where they reside. METHOD OF OPERATION Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") will open and maintain accounts in the names of employees who so request and will make purchases and sales of common shares of the Company on the New York Stock Exchange for the account of such employees. Dividends received on shares held in an employee's account will be reinvested in additional common shares of the Company, unless the employee advises Merrill Lynch that he wishes to receive cash dividends. In addition to the 10% contribution made by the employing Company, the Company will pay Merrill Lynch for commissions on shares acquired with the payroll deductions and Company contributions. Merrill Lynch's commission and other charges in connection with sales, dividend reinvestments or in connection with any other purchases not made by payroll deductions and the employing Company's contributions will be payable by the employee who orders the transactions for his account. OPENING ACCOUNTS An eligible employee may elect to open a Monthly Investment Plan account by: 1: Executing the attached authorization for payroll deductions to be made by the Company or the appropriate subsidiary (Specify the amount to be deducted - See Deduction Authorizations below); and 2: Executing the attached purchase order authorizing Merrill Lynch to establish the employee's account; and 3: Forwarding both completed forms to Merrill Lynch who will then submit the deduction authorization to the Company after opening the employee's account. DEDUCTION AUTHORIZATIONS Payroll deduction authorizations will be effective until cancelled or until termination of employment. The amount per month to be withheld from the participating employee's pay may be a minimum of $10 and a maximum of $300. The payroll deduction may be revised or terminated at any time by the employee's written request submitted to the payroll office making the deduction. Commencement, revision or termination of deductions will become effective as soon as practicable after an employee's request is received by the Company. Amounts deducted from pay checks pursuant to such authorization will be commingled and forwarded monthly by the Company to Merrill Lynch with a list of the amounts credited for each employee's account. The Company and its subsidiaries reserve the right to discontinue making contributions and/or the use of the companies' payroll deduction facilities for purchasing stock at any time they deem such action to be advisable. 2 TERMS AND CONDITIONS TO: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED I understand that the following terms and conditions shall govern all transactions in my account with Merrill Lynch, Pierce, Fenner & Smith Incorporated and the voting and handling of securities in such account. 1. All provisions of any constitution, rules, and regulations of the exchange or market place and its clearing house, if any, where transactions are executed, shall apply. I warrant that I have attained the age of majority in the state in which I reside. 2. Single payments in my account may be made by forwarding to you a check or money order with a designation of the security to be purchased. Each acceptable payment, less standard charges, will be applied to the purchase of full shares and/or a fractional interest. The execution of single payment purchases, or sales, will be at the opening or as soon as practicable thereafter on the first business day following the day the order is received. 3. Payments for either a Payroll Deduction Plan or a Dividend Reinvestment Plan will periodically be made either through payroll deductions by my employer, or by the company's dividend paying agent. Each such payment may be commingled with other participants' funds and additional funds, if any, forwarded by my employer or the dividend paying agent, to purchase shares and fractional interest in share. Shares for either plan may be purchased over a period of time, and the average price of shares purchased shall be the price per share allocable to me. 4. Commissions, fees, or other charges on all transactions in my account will be in accordance with the rates from time to time in effect under the rules of the New York Stock Exchange where applicable or at such other rates as posted by Merrill Lynch, Pierce, Fenner & Smith Incorporated and in effect at the time of the transaction. 5. Cash dividends on shares held in my account on the record date for dividends will be credited to my account on payment date and reinvested, unless I instruct you to the contrary. My pro-rata share of stock dividends and split-ups of shares are to be credited to my account. Other distributions of securities and rights to subscribe will be sold and the net proceeds handled as a cash dividend. 6. Upon request, and subject to a transfer charge, a certificate in my name for the full shares of a security held in my account will be mailed to me. Proceeds of sales will be held for my account unless you are instructed otherwise. 7. On receipt by you of advice of my legal incapacity or death, securities and cash in my account shall be held pending receipt of proper authorization and instructions. 8. Any controversy between us arising out of transactions in this account or this agreement shall be settled by arbirtration before the National Association of Securities Dealers, or the New York Stock Exchange, or the American Stock Exchange, only. 9. Executions and other services shall be limited to those described in these terms and conditions or which Merrill Lynch may from time to time announce. Customers who wish to avail themselves of services not offered in these accounts may at any time apply for a regular cash or margin account. I understand that from time to time you will provide me with information concerning securities selected by your Research Division. I may choose investments from these securities or I may select any securities available through this account which I believe to be consistent with my investment objectives. [logo] MERRILL LYNCH PIERCE FENNER & SMITH INC. EX-23.A 3 EXHIBIT 23(A) 1 Exhibit 23(a) ARTHUR ANDERSEN --------------------- Arthur Andersen LLP --------------------- Suite 1800 200 Public Square Cleveland OH 44114 216 781 2140 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated July 23, 1996 included and incorporated by reference in The Standard Products Company's Form 10-K for the year ended June 30, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Cleveland, Ohio February 6, 1997. -----END PRIVACY-ENHANCED MESSAGE-----