S-8

As filed with the Securities and Exchange Commission on May 6, 2014

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Tecumseh Products Company

			(Exact name of Registrant as specified in its charter)
Michigan				38-1093240
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number.)
5683 Hines Drive, Ann Arbor, Michigan				48108
(Address of principal executive offices)				(Zip code)
	TECUMSEH PRODUCTS COMPANY 2014 OMNIBUS INCENTIVE PLAN
		(Full title of the plan)
		James J. Connor President, Chief Executive Officer and Secretary Tecumseh Products Company 5683 Hines Drive Ann Arbor, Michigan 48108 (734) 585-9500
		(Name, address, including zip code, and telephone number, including area code, of agent for service)
		Copy to: Robert J. Krueger Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Ave. Detroit, Michigan 48226-3506 (313) 465-7452 (telephone) (313) 465-7453 (facsimile)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer  ¨    Accelerated filer  x Non-accelerated filer  ¨ (Do not check if a smaller reporting company)    Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Shares, no par value	1,800,000	$5.97	$10,746,000	$1,384.09

(1) Represents common shares issuable under the Tecumseh Products Company 2014 Omnibus Incentive Plan (the “Plan”), approved by the registrant’s shareholders on April 30, 2014 and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),

an indeterminate amount of additional shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any stock dividend, stock split, reorganization or any other similar transaction that affects the stock such that an adjustment is appropriate in order to prevent dilution of the rights of participants under the Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high ($6.08) and low ($5.86) sales price for the Class A Common Stock of the registrant as quoted on the NASDAQ Global Market on April 30, 2014, a date within five business days prior to the date of filing of this registration statement. Effective May 2, 2014, pursuant to a recapitalization proposal approved by Tecumseh's shareholders, each outstanding share of Class A Common Stock was converted into one Common Share.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Tecumseh Products Company, a Michigan corporation (the “Registrant”), relating to 1,800,000 of its common shares, no par value (“Common Shares”), which have been reserved for issuance under the Plan to eligible employees and non-employee directors of the Registrant.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The documents containing the information required in this Part I will be delivered to the participants in the Plan, as specified in Rule 428(b)(1) under the Securities Act. Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents By Reference.

The following documents filed with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:

(a)    The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 4, 2014, as amended by the Registrant’s Annual Report on Form 10‑K/A, filed with the Commission on March 5, 2014, and by the Registrant’s Annual Report on Form 10‑K/A, filed with the Commission on March 5, 2014;

(b)    The Registrant’s Current Reports on Form 8-K, dated January 20, 2014 and filed with the Commission on January 24, 2014, dated March 1, 2014 and filed with the Commission on March 4, 2014, dated March 4, 2014 and filed with the Commission on March 4, 2014, dated March 31, 2014 and filed with the Commission on April 4, 2014, and dated April 30, 2014 and filed with the Commission on April 30, 2014; and

(c)    The description of the Registrant’s Common Shares under the captions “Description of Common Shares” and "Existing Shareholder Protective Provisions" in the Company's definitive proxy statement/prospectus, dated March 21, 2014 in connection with its 2014 Annual Meeting of Shareholders and filed pursuant to Rule 424(b), relating to Amendment No. 2 to its Registration Statement on Form S-4 (file no. 333-193643) filed with the Commission on March 14, 2014 and declared effective March 21, 2014, and incorporated by reference in the Registrant’s Registration Statement on Form 8‑A, filed with the Commission on April 11, 2014, including any amendment or report filed for the purpose of updating such description.

In addition, all documents the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

1

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

The Registrant’s restated articles of incorporation, as amended, provide that, with specified exceptions, a director of the Registrant will not be personally liable for monetary damages for breach of fiduciary duty as a director.

Sections 561-571 of the Michigan Business Corporation Act (the “MBCA”), grant the Registrant broad powers to indemnify any person in connection with legal proceedings brought against him or her by reason of his or her present or past status as an officer or director of the Registrant, provided that the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the company’s or its shareholders’ best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The MBCA also gives the Registrant broad powers to indemnify any such person against expenses and reasonable settlement payments in connection with any action by or in the right of the Registrant, provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the Registrant’s or its shareholders’ best interests, except that no indemnification may be made if the person is adjudged to be liable to the Registrant unless and only to the extent the court in which such action was brought determines upon application that, despite such adjudication, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any such person is successful in the defense of any such legal proceeding, the Registrant is required by the MBCA to indemnify him or her against expenses, including attorneys’ fees that are actually and reasonably incurred by him or her in connection with the proceedings.

The Registrant’s restated articles of incorporation, as amended, provide that the Registrant must indemnify to the fullest extent permitted by law any person who was or is a party, or is threatened to be made a party, to any action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Registrant or is or was serving any other enterprise at the Registrant’s request. We have also entered into indemnification agreements with each of our directors in order to provide them with contractual assurances regarding the indemnification provisions set forth in our articles of incorporation and to provide additional procedural protections.

Under an insurance policy maintained by the Registrant, the Registrant’s directors and officers are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits, or proceedings and certain liabilities that might be imposed as a result of such claims, actions, suits, or proceedings that may be brought against them by reason of being or having been such directors and officers, including potential defense expenses and liabilities arising out of this Registration Statement, up to our policy limit.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 7.    Exemption from Registration Claimed.

Not applicable.

2

Item 8.    Exhibits.

Exhibit No.	Description
4.1	Form of stock certificate evidencing Common Shares (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S‑4 filed January 29, 2014, File No. 333‑193643)
4.2*	Form of Amended and Restated Articles of Incorporation of Tecumseh Products Company
4.3	Amended and Restated Bylaws of Tecumseh Products Company as amended through June 10, 2010 (incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K, dated June 29, 2010 and filed March 1, 2011, File No. 0-452)
5.1*	Opinion of Honigman Miller Schwartz and Cohn LLP
10.1	Tecumseh Products Company 2014 Omnibus Incentive Plan (incorporated by reference to Annex C to the proxy statement/prospectus included in Amendment No. 2 to the Registrant’s Registration Statement on Form S‑4 filed March 14, 2014, File No. 333‑193643).
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Honigman Miller Schwartz and Cohn LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
24.1*	Power of Attorney (included after the signature of the Registrant contained on Signature Page 1 of this Registration Statement)

________

* Filed herewith

3

Item 9. Undertakings.

(a) The 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) if, in the aggregate, the changes in volume and 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;

(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 (a)(1) and (a)(2) 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 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and

(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 offer 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 Registrant hereby undertakes that, for the purpose 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 foregoing provisions, 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 i

4

ndemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXPERTS

The consolidated balance sheets of Tecumseh Products Company and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2013 included in the Tecumseh Products Company Annual Report on Form 10-K, as amended, for the year ended December 31, 2013, and incorporated by reference in this registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

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 Ann Arbor, State of Michigan, on May 6, 2014.

TECUMSEH PRODUCTS COMPANY
By:	/s/ JAMES J. CONNOR
	James J. Connor,
	President, Chief Executive Officer, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes James J. Connor and Janice E. Stipp, and each of them, each of whom may act without joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities to execute in the name of each such person who is then an officer or director of Tecumseh Products Company, and to file, any amendments (including post-effective amendments) to this Registration Statement, and any registration statement or amendment to such registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

5

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date of Signing
/s/ James J. Connor	President, Chief Executive Officer, Secretary and Director (Principal Executive Officer)	May 6, 2014
James J. Connor
/s/ Janice E. Stipp	Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Principal Financial Officer)	May 6, 2014
Janice E. Stipp
/s/ Stephanie H. Boyse	Director	May 6, 2014
Stephanie H. Boyse
/s/ Gary L. Cowger	Director	May 6, 2014
Gary L. Cowger
/s/ Harold M. Karp	Director	May 6, 2014
Harold M. Karp
/s/ Terence C. Seikel	Director	May 6, 2014
Terence C. Seikel
/s/ Douglas M. Suliman, Jr.	Director	May 6, 2014
Douglas M. Suliman, Jr.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of stock certificate evidencing Common Shares (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S‑4 filed January 29, 2014, File No. 333‑193643).
4.2*	Form of Amended and Restated Articles of Incorporation of Tecumseh Products Company
4.3	Amended and Restated Bylaws of Tecumseh Products Company as amended through June 10, 2010 (incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K, dated June 29, 2010 and filed March 1, 2011, File No. 0-452)
5.1*	Opinion of Honigman Miller Schwartz and Cohn LLP
10.1	Tecumseh Products Company 2014 Omnibus Incentive Plan (incorporated by reference to Annex C to the proxy statement/prospectus included in Amendment No. 2 to the Registrant’s Registration Statement on Form S‑4 filed March 14, 2014, File No. 333‑193643).
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Honigman Miller Schwartz and Cohn LLP (included in its opinion filed as Exhibit 5.1 to this Registration Statement)
24.1*	Power of Attorney (included after the signature of the Registrant contained on Signature Page 1 of this Registration Statement)

________

* Filed herewith

EX-4.2

Exhibit 4.2

CSCL/CD-510 (Rev. 02-13)

MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received	(FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
		EFFECTIVE DATE:
NameRobert J. Krueger
Address2290 First National Building, 660 Woodward Avenue
City State ZIP CodeDetroit Michigan 48226-3506

é Document will be returned to the name and address you enter above. é    If left blank, document will be returned to the registered office.

RESTATED ARTICLES OF INCORPORATION
For Use by Domestic Profit Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned execute the following Articles:

1. The present name of the corporation is: Tecumseh Products Company

2.The identification number assigned by the Bureau is: 096-612

3.The former name(s) of the corporation are: Hillsdale Machine and Tool Company, Inc.

4.The date of filing the original Articles of Incorporation was: March 26, 1930

The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation:

ARTICLE I

The name of the corporation is Tecumseh Products Company.

ARTICLE II

The purpose or purposes for which the corporation is formed are as follows:

To design, build, manufacture, produce, purchase or otherwise acquire, to sell or otherwise dispose of, to lease, license, import, export, distribute and/or otherwise deal in and with, whether as principal, agent or otherwise (i) instruments, devices, contrivances, equipment, apparatus, materials and/or things, of every conceivable kind and character whatsoever, which are, or may be, used, or which are, or may be useful, in any manner or to any extent for, in, or in connection with, the heating, cooling, refrigerating, air-conditioning, ventilation of, and/or in raising, lowering, maintaining, changing, regulating, controlling or otherwise affecting the temperature or humidity of, any person, place, object or thing, of any conceivable kind and character whatsoever and/or (ii) raw materials, semi-finished or finished parts or products, accessories, devices, contrivances, equipment and/or things, of every conceivable kind or character whatsoever, which are or may be used, or which are or may be useful, in any manner or to any extent whatsoever, for, in, or in connection with, any instrument, device, contrivance, equipment, apparatus, material or thing mentioned or described in Item (i) of this paragraph.

To design, build, manufacture, produce, purchase or otherwise acquire, to sell or otherwise dispose of, to lease, license, import, export, distribute and/or otherwise deal in and with, whether as principal, agent or otherwise (i) instruments, devices, contrivances, equipment, apparatus, materials, and/or things, of every conceivable kind and character whatsoever, which are or may be used, or are or may be useful in any manner or to any extent, for, in or in connection with, the measurement, control or regulation of, or which may otherwise affect, the transmission, flow, movement, production, generation, use or application of light, heat, cold, humidity, materials, gases, liquids, services, energy, power or matter, of every conceivable kind or character whatsoever, and/or (ii) raw materials, finished or semi-finished parts and products, accessories, devices, contrivances, equipment and/or things, of every conceivable kind and character whatsoever, which are or may be useful, in any manner or to any extent whatsoever for, in, or in connection with, any instrument, device, contrivance, equipment, apparatus, material or thing mentioned or described in Item (i) of this paragraph.

To design, build, manufacture, produce, purchase or otherwise acquire, to sell or otherwise dispose of, to lease, license, import, export, distribute and/or otherwise deal in and with, whether as principal, agent or otherwise (i) pumps, engines, machines, compressors, storage batteries, storage tanks, motors, instruments, devices, contrivances, apparatus, materials, services and/or things, of every conceivable kind and character whatsoever, which are or may be used, or are or may be useful, in any manner or to any extent, (A) for, or in connection with, the manufacture, production, generation, distribution, use, supply, transmission, flow, movement or application of gas, electricity, compressed air, oil, gasoline, chemicals, power, energy or other substances, liquids or matter, of every conceivable kind and character whatsoever, and/or (B) for, or in connection with, any conceivable application and/or in any conceivable way, method or manner and/or for the attainment or accomplishment of any conceivable object or purpose whatsoever, either singly or in any combination thereof and/or (ii) raw materials, semi-finished or finished parts or products, accessories, devices, contrivances, equipment and/or things, of every conceivable kind or character whatsoever, which are or may be used, or which are or may be useful in any manner or to any extent whatsoever for, in, or in connection with, any pumps, engines, machines, compressors, storage batteries, storage tanks, motors, instruments, devices, contrivances, apparatus, materials, services and/or things mentioned or described in Item (i) of this paragraph.

To design, build, manufacture, produce, purchase or otherwise acquire, to sell or otherwise dispose of, to lease, license, import, export, distribute and/or otherwise deal in and with, whether as principal, agent or otherwise, machines, motors, engines, instruments, devices, contrivances, apparatus, equipment, goods, wares, merchandise, materials, commodities and/or articles of commerce, of every conceivable kind and character whatsoever, and to engage in, carry on and conduct, in any and/or all of its branches, aspects and details, the business of manufacturing, trading and selling.

To do each and every act and thing and to engage in each and every business not forbidden by the laws of the State of Michigan which is, or may be or become necessary, proper or convenient to carry out and accomplish any or all of the foregoing objects and purposes and with all of the powers conferred upon corporations by the laws of the State of Michigan.

ARTICLE III

1. The name of the resident agent: The Corporation Company

2. The street address of the registered office is:

30600 Telegraph Road, Bingham Farms, Michigan 48025

   (Street Address or P.O. Box) (City) (ZIP Code)

ARTICLE IV

The total number of shares of capital stock which the corporation shall have authority to issue is 100,000,000 shares, all of which shall be of a single class known as “Common Shares,” having full voting rights and powers, all other rights and powers, and no qualifications, limitations, or restrictions. No holder of any shares of the corporation shall have a preemptive right to acquire the corporation’s unissued shares.

No holder of any shares of the capital stock of the corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of shares of the capital stock of the corporation of any kind or class whatsoever, or of any stock or other securities convertible into or otherwise affording any right to acquire any shares of capital stock of any kind or class whatsoever, whether now or hereafter authorized, and whether issued for cash or any other consideration, or by way of dividend or other distribution, and the corporation may issue shares of capital stock, or other securities convertible into shares of capital stock, or warrants, options or other rights to acquire shares of capital stock, without first offering the same or any of the same to the holders of shares of capital stock of any kind or class, in such manner, upon such terms and conditions, for such consideration and to such persons, natural or other, as the Board of Directors of the corporation shall from time to time determine and decide.

At the time that the Certificate of Amendment of the Restated Articles of Incorporation amending this Article IV to create the Common Shares becomes effective pursuant to the Business Corporation Act of the State of Michigan, as amended (the date on which the Certificate of Amendment so becomes effective being referred to in this Article IV as the “Effective Date”), and without any further action on the part of the corporation or its shareholders, each share of the corporation’s existing Class A Common Stock then issued and outstanding shall automatically be reclassified and converted into one fully paid and nonassessable Common Share, and each share of the corporation’s existing Class B Common Stock then issued and outstanding shall automatically be reclassified and converted into one fully paid and nonassessable Common Share. Share certificates previously representing shares of Class A Common Stock and Class B Common Stock so reclassified and converted shall thereafter represent the same number of Common Shares into which such shares of Class A Common Stock and Class B Common Stock were so converted.

The corporation is authorized to issue Common Shares at the Effective Date in accordance with the foregoing provisions and pursuant to Section 602 of the Michigan Business Corporation Act, as amended, notwithstanding (i) any provisions of the Restated Articles of Incorporation in effect prior to the Effective Date or (ii) any other provision of the Michigan Business Corporation Act.

ARTICLE V

The corporation shall have perpetual existence.

ARTICLE VI

SECTION 1.Limitation of Liability. A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. However, this provision does not eliminate or limit the liability of a director for any of the following:

(a) any breach of the director’s duty of loyalty to the corporation or its shareholders;

(b) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law;

(c) a violation of Section 551(1) of the Michigan Business Corporation Act, as amended (the “Act”);

(d) a transaction from which the director derived an improper personal benefit; or

(e) an act or omission occurring before the date that the amendment to the Articles of Incorporation adding this Article VI becomes effective in accordance with pertinent provisions of the Act.

Any repeal, amendment or other modification of this Article VI shall not increase the liability or alleged liability of any director of the corporation then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

SECTION 2.Indemnification.

2.1-Indemnification of Directors, Officers and Employees; Claims by Third Parties. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exist or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, indemnify a director, officer or employee (an “Indemnitee”) who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of

itself, create a presumption that the Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

2.2-Indemnification of Directors, Officers and Employees; Claims Brought by or in the Right of the Corporation. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exist or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, indemnify an Indemnitee who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including actual and reasonable attorneys’ fees, and amounts paid in settlement incurred by Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. However, indemnification shall not be made under this subsection 2.2 for a claim, issue, or matter in which the Indemnitee has been found liable to the corporation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

2.3-Actions Brought by the Indemnitee. Notwithstanding the provisions of subsections 2.1 and 2.2, the corporation shall not be required to indemnify an Indemnitee in connection with an action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee except as otherwise provided herein with respect to the enforcement of this Section 2 of Article VI, unless such action, suit, proceeding or claim (or part thereof) was authorized by the Board of Directors of the corporation.

2.4-Approval of Indemnification. An indemnification under subsections 2.1 or 2.2 hereof, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct set forth in subsections 2.1 or 2.2, as the case may be. This determination shall be made in any of the following ways:

(a) By a majority vote of a quorum of the Board consisting of directors who were not parties to the action, suit, or proceeding.

(b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of directors who are not parties to the action. The

committee shall consist of not less than two (2) disinterested directors.

(c) By independent legal counsel in a written opinion.

(d) By the shareholders.

2.5-Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in subsections 2.1 or 2.2 above shall be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay the expenses if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the corporation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

2.6-Partial Indemnification. If an Indemnitee is entitled to indemnification under subsections 2.1 or 2.2 for a portion of expenses including attorneys' fees, judgments, penalties, fines and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines or amounts paid in settlement for which the Indemnitee is entitled to be indemnified.

2.7-Indemnification of Agents. Any person who is not covered by the foregoing provisions of this Article VI and who is or was an agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, may be indemnified to the fullest extent authorized or permitted by the Act or other applicable law, as the same exists or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, but in any event only to the extent authorized at any time or from time to time by the Board of Directors.

2.8-Other Rights of Indemnification. The indemnification or advancement of expenses provided under subsections 2.1 through 2.7 is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, Bylaws, or an agreement. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in subsections 2.1 through 2.7 continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.

2.9-Definitions. “Other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan

shall be considered to have acted in a manner “not opposed to the best interests of the corporation or its shareholders” as referred to in subsections 2.1 and 2.2.

2.10-Liability Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against any liability asserted against and incurred by such person in any such capacity or arising out of such person's status as such, regardless of whether or not the corporation would have the power to indemnify such person against such liability under the pertinent provisions of the Act.

2.11-Enforcement. If a claim under this Article VI is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such claimant has met the applicable standard of conduct set forth in the Act nor an actual determination by the corporation (including its Board of Directors, a committee thereof, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

2.12-Contract with the Corporation. The right to indemnification conferred in this Article VI shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article VI is in effect, and any repeal or modification of this Article VI shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

2.13-Application to a Resulting or Surviving Corporation or Constituent Corporation.  The definition for “corporation” found in Section 569 of the Act, as the same exists or may hereafter be amended is, and shall be, specifically excluded from application to this Article VI. The indemnification and other obligations set forth in this Article VI of the corporation shall be binding upon any resulting or surviving corporation after any merger or consolidation with the corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the Act, no person shall be entitled to the indemnification and other rights set forth in this

Article VI for acting as a director or officer of another corporation prior to such other corporation entering into a merger or consolidation with the corporation.

2.14-Severability. Each and every paragraph, sentence, term and provision of this Article VI shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article VI shall be construed in all respects as if the invalid or unenforceable matter had been omitted.

5. These Restated Articles of Incorporation were duly adopted on the 30^th day of April, 2014, in accordance with the provisions of Section 642 of the Act: (check one of the following)

¨ by the Board of Directors without a vote of the shareholders. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles.

x by the shareholders at a meeting in accordance with section 611(3) of the Act.

¨ were duly adopted by the written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)

¨ were duly adopted by the written consent of the shareholders entitled to vote in accordance with Section 407(2) of the Act.

6. These Restated Articles of Incorporation shall be effective on the 2^nd day of May, 2014 at 12:01 a.m. Eastern Time.

Signed this 30^th day of April, 2014

/s/ James J. Connor

(Signature of an authorized officer or agent)

James J. Connor, President, CEO, and Secretary

(Type or Print Name)

Preparer’s Name Robert J. Krueger

Business telephone number (313) 465-7452

EX-5.1

Exhibit 5.1

(313) 465-7000 Fax: (313) 465-8000 www.honigman.com

May 6, 2014

Tecumseh Products Company

5683 Hines Dr.

Ann Arbor, MI 48108

Ladies and Gentlemen:

We have represented Tecumseh Products Company, a Michigan corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of a maximum of 1,800,000 of the Company's Common Shares, no par value (the “Common Shares”), to be issued pursuant to awards under the Tecumseh Products Company Omnibus Incentive Plan (the “Plan”).

Based upon our examination of such documents and other matters as we deem relevant, it is our opinion that (1) the Common Shares to be offered by the Company under the Plan pursuant to the Registration Statement have been duly authorized and, (2) when issued and sold by the Company in accordance with the Plan and the awards thereunder, will be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP

HONIGMAN MILLER SCHWARTZ AND COHN LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 4, 2014 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 10-K, as amended, for the year ended December 31, 2013 of Tecumseh Products Company, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports, and to the use of our name as it appears under the caption “Experts”.

/s/ GRANT THORNTON LLP

Southfield, Michigan
May 6, 2014