SEC Info - Standard Motor Products Inc - ‘S-3MEF’ on 6/19/03

SEC Info℠

Home

Help

Please Sign In

Standard Motor Products Inc – ‘S-3MEF’ on 6/19/03

On: Thursday, 6/19/03, at 8:56am ET · Effective: 6/19/03 · Accession #: 950117-3-2640 · File #s: 333-103194, 333-106261

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/19/03  Standard Motor Products Inc       S-3MEF      6/19/03    4:17K                                    Command F… Self-Filer/FA

Registration of Additional Securities — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Standard Motor Products, Inc.                          5     26K 
 2: EX-5        Exhibit 5.1                                            2     11K 
 4: EX-20       Exhibit 23.2                                           1      5K 
 3: EX-23       Exhibit 23.1                                           1      7K

S-3MEF — Standard Motor Products, Inc.

S-3MEF 1st Page of 5 TOC ↑Top Previous Next ↓Bottom Just 1st
As filed with the Securities and Exchange Commission on June 19, 2003
Registration No. 333-
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
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
incorporation or organization) Identification No.)

37-18 NORTHERN BOULEVARD
LONG ISLAND CITY, NEW YORK 11101
(718) 392-0200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------
LAWRENCE I. SILLS
CHIEF EXECUTIVE OFFICER, CHAIRMAN AND DIRECTOR
STANDARD MOTOR PRODUCTS, INC.
37-18 NORTHERN BOULEVARD
LONG ISLAND CITY, NEW YORK 11101
(718) 392-0200
(Name and address, including zip code, and telephone number, including
area code, of agent for service)

WITH COPIES TO:

BUD G. HOLMAN, ESQ.
CARMINE J. BROCCOLE, ESQ. DONALD C. WALKOVIK, ESQ.
KELLEY DRYE & WARREN LLP SULLIVAN & CROMWELL LLP
101 PARK AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10178 NEW YORK, NEW YORK 10004
(212) 808-7800 (212) 558-4000
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [x] 333-103194

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

CALCULATION OF REGISTRATION FEE

[Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE PROPOSED MAXIMUM AMOUNT OF
REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.00 per share..................... $1,581,250 $130.00
----------------------------------------------------------------------------------------------------------------

(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.

--------------------------------------------------------------------------------

S-3MEF 2nd Page of 5 TOC 1st Previous Next ↓Bottom Just 2nd
EXPLANATORY NOTE

The Registration Statement on Form S-3 (File No. 333-103194) of Standard
Motor Products, Inc., which was declared effective by the Securities and
Exchange Commission on June 18, 2003, is incorporated by reference herein in its
entirety.

CERTIFICATION

We hereby certify to the Securities and Exchange Commission that (1) we have
instructed our bank to pay the filing fee set forth on the cover page of this
registration statement by a wire transfer of such amount to the SEC's account at
Mellon Bank as soon as practicable, but not later than the close of business
on June 19, 2003; (2) we will not revoke those instructions; (3) we have
sufficient funds in our account to cover the amount of the filing fee; and
(4) we will confirm receipt of our instructions by our bank during our bank's
regular business hours no later than June 19, 2003.

S-3MEF 3rd Page of 5 TOC 1st Previous Next ↓Bottom Just 3rd
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Long Island City, New York, on the 18th day of June, 2003.

STANDARD MOTOR PRODUCTS, INC.

By: /s/ LAWRENCE I. SILLS
....................................
Lawrence I. Sills
Chairman of the Board,
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 18th day of June, 2003.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/s/ LAWRENCE I. SILLS Chairman of the Board, Chief Executive Officer and
......................................... Director (Principal Executive Officer)
Lawrence I. Sills

/s/ JAMES J. BURKE Vice President Finance, Chief Financial Officer
......................................... (Principal Financial and Accounting Officer)
James J. Burke

* Vice Chairman of the Board and Director
.........................................
Arthur D. Davis

* Director
.........................................
Marilyn Fife Cragin

* Director
.........................................
Susan F. Davis

* Director
.........................................
Robert M. Gerrity

* Director
.........................................
John L. Kelsey

* Director
.........................................
Kenneth A. Lehman

* Director
.........................................
Arthur S. Sills

II-4

S-3MEF 4th Page of 5 TOC 1st Previous Next ↓Bottom Just 4th
[Download Table]

SIGNATURE TITLE
--------- -----

* Director
.........................................
Peter J. Sills

* Director
.........................................
Frederick D. Sturdivant

* Director
.........................................
William H. Turner

*By: /s/ JAMES J. BURKE
.........................................
James J. Burke, Attorney-in-fact

II-5

S-3MEF Last Page of 5 TOC 1st Previous Next ↓Bottom Just 5th
INDEX OF EXHIBITS

[Download Table]

EXHIBIT
NUMBER DESCRIPTION
------ -----------

1.1 -- Form of Underwriting Agreement between Standard Motor
Products, Inc., and Goldman, Sachs & Co. and Morgan Stanley
& Co. Incorporated as representatives of the underwriters
(incorporated by reference to Exhibit 1.1 of Standard Motor
Products, Inc.'s Registration Statement on Form S-3
(Registration No. 333-103194), filed on February 13, 2003).

2.1 -- Asset Purchase Agreement, dated as of February 7, 2003, by
and among Dana Corporation, Automotive Controls Corp., BWD
Automotive Corporation, Pacer Industries, Inc., Ristance
Corporation, Engine Controls Distribution Services, Inc., as
Sellers, and Standard Motor Products, Inc., as Buyer
(incorporated by reference to Standard Motor Products,
Inc.'s Current Report on Form 8-K (File No. 001-04743),
filed on February 10, 2003).

4.1 -- Restated Certificate of Incorporation, dated July 31, 1990
(incorporated by reference to Exhibit 4.2 of Standard Motor
Products, Inc.'s Registration Statement on Form S-8
(Registration No. 333-51565), dated May 1, 1998).

4.2 -- Certificate of Amendment to the Restated Certificate of
Incorporation, dated July 31, 1990 (incorporated by
reference to Exhibit 4.3 of Standard Motor Products, Inc.'s
Registration Statement on Form S-8 (Registration
No. 333-51565), filed on May 1, 1998).

4.3 -- Restated By-Laws, dated May 23, 1996 (incorporated by
reference to Exhibit 3.4 of Standard Motor Products, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996).

4.4 -- Form of Subordinated Debenture Indenture (including form of
convertible debenture) (incorporated by reference to
Exhibit 4.1 to Standard Motor Products, Inc.'s Amendment
No. 2 to its Registration Statement on Form S-3
(Registration No. 333-79177), filed on July 20, 1999).

4.5 -- Rights Agreement, dated as of February 15, 1996, between
Standard Motor Products, Inc. and Registrar & Transfer Co.,
as rights agent (incorporated by reference to Standard Motor
Products, Inc.'s Registration Statement on Form 8-A (File
No. 001-04743), filed on April 11, 1996).

4.6 -- Form of Share Ownership Agreement by and between Standard
Motor Products, Inc. and Dana Corporation (incorporated by
reference to Standard Motor Products, Inc.'s Current Report
on Form 8-K (File No. 001-04743), filed on February 10, 2003).

5.1 -- Opinion of Kelley Drye & Warren LLP.

23.1 -- Consent of independent auditors KPMG LLP.

23.2 -- Consent of independent accountants PricewaterhouseCoopers LLP.

23.3 -- Consent of Kelley Drye & Warren LLP (included in its opinion
filed as Exhibit 5.1).

24.1 -- Powers of Attorney (incorporated by reference to
Exhibit 24.1 of Standard Motor Products, Inc.'s Registration
Statement on Form S-3 (Registration No. 333-103194), filed
on February 13, 2003).

S-3MEF	1st Page of 5	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-3MEF	2nd Page of 5	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-3MEF	3rd Page of 5	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-3MEF	4th Page of 5	TOC	1st	Previous	Next	↓Bottom	Just 4th

S-3MEF	Last Page of 5	TOC	1st	Previous	Next	↓Bottom	Just 5th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3MEF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/19/03	1	2	424B3
	6/18/03	2
	2/13/03	5		S-3
	2/10/03	5		8-K, SC 13G/A
	2/7/03	5		8-K
	7/20/99	5		S-3/A
	5/1/98	5		S-8
	12/31/96	5		10-K
	5/23/96	5		DEF 14A, PRE 14A
	4/11/96	5		8-A12B/A
	2/15/96	5
				List all Filings

↑Top

Filing Submission 0000950117-03-002640 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Standard Motor Products Inc – ‘S-3MEF’ on 6/19/03

On: Thursday, 6/19/03, at 8:56am ET · Effective: 6/19/03 · Accession #: 950117-3-2640 · File #s: 333-103194, 333-106261

Previous ‘S-3MEF’: ‘S-3MEF’ on 7/21/99 · Latest ‘S-3MEF’: This Filing

Registration of Additional Securities — Form S-3Filing Table of Contents

S-3MEF — Standard Motor Products, Inc.

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-3
Filing Table of Contents