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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 26, 2006
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-4743 11-1362020
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) 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)
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Compensation Arrangements:
(a) On October 26, 2006, the Board of Directors of Standard Motor Products,
Inc. (the "Company") amended the Company's Supplemental Compensation Plan
(the "Plan") to provide for in service distributions to the participants
under the Plan in compliance with Section 409A of the Internal Revenue
Code. The Plan is an unfunded supplemental retirement program for eligible
employees. Currently, the only employees eligible under the Plan are John
Gethin, the Company's President and Chief Operating Officer, and James
Burke, the Company's Vice President Finance and Chief Financial Officer.
The Plan provides that, upon attainment of a participant's normal
retirement age (i.e., 60 years of age), the participant shall be entitled
to 50% of such participant's highest average annual base salary plus bonus
in three of the last five years of service.
(b) On October 26, 2006, the Board also approved the entering into agreements
with each of Messrs. Gethin and Burke (the "Officers") to provide among
other things: (1) agreement by each Officer to remain an employee of the
Company for a term of not less than three additional years after such
Officer reaches the age of 60 (the "Extension Period"); (2) additional
compensation to each Officer comprised of salary plus any applicable bonus
(as determined at such time by the Company's Compensation and Management
Development Committee) for each year of the Extension Period plus at the
end of the Extension Period a payment (payable over 12 months following
such Officer's retirement) of such Officer's then annual salary plus bonus
payable at par; and (3) extension of the life insurance policies for each
of the Officers during the Extension Period.
The amended Plan and the above-referenced agreements in paragraph (b) shall be
filed as exhibits to the Company's Form 10-K for the year ended December 31,
2006.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 30, 2006, Standard Motor Products, Inc. (the "Company")
issued a press release announcing its financial results for the three months and
nine months ended September 30, 2006. A copy of such press release is attached
as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Form 8-K and the exhibit attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, regardless of any general
incorporation language in such filing.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press release dated October 30, 2006 announcing Standard Motor
Products, Inc.'s financial results for the three months and nine
months ended September 30, 2006.
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/ James J. Burke
James J. Burke
Vice President Finance,
Chief Financial Officer
Date: October 30, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release dated October 30, 2006 announcing Standard Motor
Products, Inc.'s financial results for the three months and nine
months ended September 30, 2006.
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