Securities Registration: Employee Benefit Plan (s-8)
22 May 2021 - 5:18AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 21, 2021
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 Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
37-18 Northern Boulevard
Long Island City, New York 11101
(Address
of Principal Executive Offices)
Amended and Restated 2016 Omnibus Incentive
Plan
(Full
Title of the Plan)
Carmine J. Broccole, Esq.
Senior Vice President General Counsel & Secretary
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101
(Name
and Address of Agent for Service)
(718) 392-0200
(Telephone Number, Including Area Code, of Agent
for Service)
CALCULATION OF REGISTRATION FEE (1)
Title of Securities
To Be Registered
|
Amount To Be
Registered
|
Proposed Maximum
Offering Price Per Share (2)
|
Proposed Maximum
Aggregate Offering Price (2)
|
Amount of
Registration Fee
|
Common Stock, $2.00 par value, to be issued under the Amended and Restated 2016 Omnibus Incentive Plan
|
950,000 shares
|
$46.42
|
$44,099,000
|
$4,812
|
|
(1)
|
This Registration Statement on Form S-8 is being filed pursuant to Rule 429 under the Securities Act of
1933, as amended (the “Securities Act”).
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and
(h) under the Securities Act of 1933. The price per share is estimated based on the average of the high and low trading prices for Standard
Motor Products, Inc.’s Common Stock on May 17, 2021, as reported by the New York Stock Exchange on May 17, 2021.
|
EXPLANATORY NOTE
The purpose of this Registration
Statement on Form S-8 of Standard Motor Products, Inc. (the “Registrant”) is to register 950,000 shares of the Registrant’s
common stock, par value $2.00 per share (the “Common Stock”), issuable pursuant to the Registrant’s Amended and Restated
2016 Omnibus Incentive Plan (the “Plan”).
The documents containing the information
concerning the Plan specified in Part I of the instructions to Registration Statement on Form S-8 have been or will be sent or given to
the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). In accordance
with the Note to Part I of the instructions to Registration Statement on Form S-8, such documents are not filed with the Securities and
Exchange Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under
the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part
II hereof, taken together, constitute 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 the Registrant with the Securities and Exchange Commission (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) Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, as filed with the Commission on February 24, 2021 (the “2021 Form 10-K”).
(b) Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021, as filed with the Commission on May 6, 2021.
(c) Current Reports on Form 8-K,
each as filed with the Commission on February 23, 2021 (as to the filed portion) and May 5, 2021.
(d) The portions of our Proxy Statement
relating to our Annual Meeting of Stockholders held on May 21, 2021, as filed with the Commission on April 21, 2021, that have been incorporated
by reference into the 2021 Form 10-K.
(e) The description of the Registrant’s
Common Stock, $2.00 par value, set forth under the caption “Description of Capital Stock” in the Registrant’s Registration
Statement on Form S-3, as amended (File No. 333-103194), filed with the Commission on June 4, 2003, together with any amendment or report
filed with the Commission for the purpose of updating such description.
(f) All documents subsequently
filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 hereof from the date of filing
of such documents.
Item 6. Indemnification of Directors and
Officers.
In 1986, various Sections of Article 7 of the Business
Corporation Law of New York (the “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 our directors, officers and employees, as applicable,
to the fullest extent permitted by these statutory amendments, we amended and restated our By-laws (the “By-laws”) and restated
our Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
In general, the By-laws and Certificate of Incorporation
provide that we shall, to the fullest extent permitted by Article 7 of the BCL, 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 us, or serves or served, at our request, any other corporation 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 us or on our behalf or any other corporation or enterprise which the director
or officer of us serves or has served at our request. The 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 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 we have given our prior consent
to such settlement or other disposition. The By-laws require us 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 us 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.
The Certificate of Incorporation provides that the
personal liability of our directors be eliminated to the fullest extent permitted by the provisions of BCL Section 402(b). It also provides
that we 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. 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.
We maintain an officers’ and directors’
liability insurance policy insuring our officers and directors against certain liabilities and expenses incurred by them in their capacities
as such. The policy does not reimburse us for indemnification obligations to our officers and directors.
Item 8. Exhibits.
EXHIBIT INDEX
Item 9. Undertakings.
A. 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 end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; or
(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
(i) and (ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in 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 the 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.
|
|
B.
|
The undersigned registrant hereby 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 Delaware General Corporation
Law, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the
registrant and its officers and directors 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 in successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered
hereunder, 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 of 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.
|
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 Long Island City, State of New York on this 21st day of May, 2021.
|
STANDARD MOTOR PRODUCTS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Nathan R. Iles
|
|
Name:
|
Nathan R. Iles
|
|
Title:
|
Chief Financial Officer
|
Each person whose signature
appears below appoints each of the Chief Executive Officer and the Chief Financial Officer as his attorney-in-fact and agent, with full
power of substitution and re-substitution, to sign and file with the Securities and Exchange Commission any amendments to the Registration
Statement (including post-effective amendments) and to file with the Securities and Exchange Commission one or more supplements to any
prospectus included in any of the foregoing, and generally to do anything else necessary or proper in connection therewith.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
Signature
|
|
Title
|
|
Date
|
/s/ Eric P. Sills
Eric P. Sills
|
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Nathan R. Iles
Nathan R. Iles
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Lawrence I. Sills
Lawrence I. Sills
|
|
Chairman of the Board of Directors
|
|
May 21, 2021
|
|
|
|
|
|
/s/ John P. Gethin
John P. Gethin
|
|
Director
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Pamela Forbes Lieberman
Pamela Forbes Lieberman
|
|
Director
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Patrick S. McClymont
Patrick S. McClymont
|
|
Director
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Joseph W. McDonnell
Joseph W. McDonnell
|
|
Director
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Alisa C. Norris
Alisa C. Norris
|
|
Director
|
|
May 21, 2021
|
|
|
|
|
|
/s/ William H. Turner
William H. Turner
|
|
Director
|
|
May 21, 2021
|
|
|
|
|
|
/s/ Richard S. Ward
Richard S. Ward
|
|
Director
|
|
May 21, 2021
|
Standard Motor Products (NYSE:SMP)
Historical Stock Chart
From Apr 2024 to May 2024
Standard Motor Products (NYSE:SMP)
Historical Stock Chart
From May 2023 to May 2024