Attached files
| file | filename |
|---|---|
| EX-5.1 - STANDARD MOTOR PRODUCTS, INC. | v164707_ex5-1.htm |
| EX-1.1 - STANDARD MOTOR PRODUCTS, INC. | v164707_ex1-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 29, 2009
STANDARD
MOTOR PRODUCTS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
New
York
(State
or Other
Jurisdiction
of Incorporation)
|
1-4743
(Commission
File Number)
|
11-1362020
(I.R.S.
Employee
Identification
Number)
|
37-18
Northern Boulevard, Long Island City, New York 11101
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
Telephone Number, including Area Code: 718-392-0200
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Item
1.01. Entry into a Material Definitive Agreement
On
October 29, 2009, Standard Motor Products, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs &
Co., as representatives of the several underwriters identified on Schedule I to
the Underwriting Agreement (the “Underwriters”), to issue and sell to the
Underwriters an aggregate of 3,000,000 shares (the “Shares”) of common stock,
par value $2.00 per share, of the Company (the “Common Stock”) to be offered by
the Underwriters at a price to the public of $8.50 per share. The
Company estimates that the net proceeds from the offering of the Shares will be
approximately $24.2 million, after deducting underwriting discounts and
commissions and estimated offering expenses. The Company also granted
the Underwriters an option, exercisable for a period of thirty days, to purchase
up to an additional 450,000 shares of Common Stock.
The sale
of the Shares was made pursuant to the Company’s registration on Form S-3 (No.
333-161101), as amended (the “Registration Statement”), relating to the public
offering of the Shares, as amended and supplemented by a Preliminary Prospectus
Supplement dated October 27, 2009 and a Final Prospectus Supplement dated
October 29, 2009, both as filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933.
The
Underwriting Agreement includes representations, warranties and covenants by the
Company customary for agreements of this nature. It also provides for customary
indemnification by each of the Company and the Underwriters against certain
liabilities arising out of, or in connection with, the sale of the Shares and
customary contribution provisions in respect of those liabilities. The sale of
the Shares is expected to close on November 4, 2009.
The
foregoing description of the material terms of the Underwriting Agreement is
qualified in its entirety by reference thereto, which is attached hereto as
Exhibit 1.1, and incorporated by reference into this report and the Registration
Statement.
In
connection with the issuance and sale by the Company of the Shares as described
under this Item 1.01, the following additional exhibits are also filed with, and
incorporated by reference into, this report and the Registration
Statement: (i) the legal opinion of Kelley Drye & Warren LLP
(Exhibit 5.1 hereto) and (ii) the consent of Kelley Drye & Warren LLP
(Exhibit 23.1 hereto (included in Exhibit 5.1)).
Item
9.01. Financial Statements and Exhibits
|
(c)
|
Exhibits.
|
|
|
1.1
|
Underwriting
Agreement, dated October 29, 2009 between Standard Motor Products, Inc.
and Goldman, Sachs & Co., as representatives of the several
underwriters listed on Schedule I
thereto
|
|
5.1
|
Legal
Opinion of Kelley Drye & Warren LLP, dated November 3,
2009
|
|
23.1
|
Consent
of Kelley Drye & Warren LLP (included in Exhibit
5.1)
|
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| STANDARD MOTOR PRODUCTS, INC. | |||
|
|
By:
|
/s/ Carmine J. Broccole | |
| Carmine J. Broccole | |||
| Vice President General Counsel and Secretary | |||
Date:
November 3, 2009
3
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
1.1
|
Underwriting
Agreement, dated October 29, 2009 between Standard Motor Products, Inc.
and Goldman, Sachs & Co., as representatives of the several
underwriters listed on Schedule I thereto
|
|
|
5.1
|
Legal
Opinion of Kelley Drye & Warren LLP, dated November 3,
2009
|
|
|
23.1
|
Consent
of Kelley Drye & Warren LLP (included in Exhibit
5.1)
|
4