As filed with the Securities and Exchange Commission on September 22, 2003
Registration Nos. 333-106261
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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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)
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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
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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: [ ]
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: [ ]
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SUPPLEMENTAL NOTE
This Amendment No. 1 to the registration statement on Form S-3 (Registration
No. 333-106261 filed pursuant to Rule 462(b)), declared effective by the
Securities and Exchange Commission on June 19, 2003 (the 'Registration
Statement'), is being filed to deregister certain of the shares of our common
stock, $2.00 par value per share, that were issued to Goldman, Sachs and Co. and
Morgan Stanley & Co. Incorporated, as underwriters. Of the 6,612,500 shares of
our common stock registered pursuant to the Registration Statement and the
registration statement on Form S-3 (Registration No. 333-103194, declared
effective by the Securities and Exchange Commission on June 18, 2003), we
commenced the sale of 5,750,000 of such shares to the underwriters on June 24,
2003 and granted the underwriters an option to purchase up to an additional
862,500 shares of our common stock for the purpose of covering over-allotments,
pursuant to the Underwriting Agreement, dated as of June 19, 2003, among us and
the underwriters, as further described under the caption 'Underwriting' in the
prospectus forming a part of the Registration Statement. Of the 862,500 shares
subject to such option, only 32,800 shares were exercised by the underwriters
and the option on the remaining 829,700 shares expired in accordance with its
terms. We hereby withdraw from registration 829,700 shares of common stock
registered as part of the option granted to the underwriters. Accordingly, the
Registration Statement is hereby amended, as appropriate, to reflect the
expiration of such option and the resulting deregistration of such shares.
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 22nd day of September, 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 22nd day of September,
2003.
SIGNATURE TITLE
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/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
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SIGNATURE TITLE
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* Director
.........................................
Peter J. Sills
* Director
.........................................
Frederick D. Sturdivant
* Director
.........................................
William H. Turner
*By: /S/ JAMES J. BURKE
.........................................
James J. Burke, Attorney-in-fact
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