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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): DECEMBER 29, 2005
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
Credit Agreement
On December 29, 2005, the Company and certain of its wholly-owned
subsidiaries entered into an amendment of its Amended and Restated Credit
Agreement dated as of February 7, 2003, as further amended (the "Credit
Agreement"), with General Electric Capital Corporation, as agent for the
lenders, Bank of America, N.A., for itself and as syndicate agent, and GMAC
Commercial Finance LLC, for itself and as documentation agent. The amendment
provides for, among other things, the following: (1) the lenders' consent to the
Company's repurchase of shares of Company common stock held by Dana Corporation
("Dana") and the Company's prepayment of an unsecured promissory note held by
Dana; (2) the lenders' consent for a $7 million term loan issued to the
Company's Canadian subsidiary by affiliates of the lenders; and (3) the
extension of the termination date of the Credit Agreement from February 7, 2008
to December 31, 2008.
On December 29, 2005, the Company's Canadian subsidiary entered into a
Credit Agreement (the "Canadian Credit Agreement"), with GE Canada Finance
Holding Company, for itself and as agent for the lenders, and GECC Capital
Markets, Inc., as lead arranger and bookrunner. The Canadian Credit Agreement
provides for, among other things, a $7 million term loan, which term loan is
guaranteed and secured by the Company and certain of its wholly-owned
subsidiaries and which term loan is coterminous with the term of the Credit
Agreement.
The descriptions set forth above are qualified by the Consent and
Amendment No. 7 to the Amended and Restated Credit Agreement filed herewith as
exhibit 10.17 and by the Credit Agreement filed herewith as exhibit 10.18.
Repurchase of Shares and Prepayment of Note
On December 29, 2005, the Company entered into a Repurchase and Prepayment
Agreement (the "Repurchase Agreement") with Dana. The Repurchase Agreement
provides for the following: (1) the repurchase by the Company of 1,378,760
shares of Company common stock at a repurchase price of $8.63 per share (or an
aggregate repurchase price of $11,898,699) and (2) the prepayment at a discount
of an unsecured promissory note in the principal amount of $15,125,000 plus
accrued and unpaid interest for an aggregate amount of $14,479,426. The
repurchased shares and the prepaid promissory note were initially issued to Dana
in connection with the Company's acquisition of Dana's engine management
business in 2003.
The description set forth above is qualified by the Repurchase Agreement
filed herewith as exhibit 10.19. In addition, a copy of the press release
announcing the transaction is filed herewith as exhibit 99.1.
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ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Share Ownership Agreement
On December 29, 2005, the Company and Dana agreed to terminate the Share
Ownership Agreement, dated as of June 30, 2003 (the "Ownership Agreement").
Pursuant to the Ownership Agreement, the Company provided Dana with (a)
"piggy-back" registration rights, such that the Company would register the
shares of Company common stock owned by Dana in any public offering of
additional securities of the Company and (b) "Form S-3" registration rights,
such that the Company would register the shares of Company common stock owned by
Dana upon the occurrence of certain events. Neither the Company nor Dana has any
further obligations or rights under the Ownership Agreement after the
termination date of such agreement.
Prior to the termination of the Ownership Agreement, Dana was a holder of
1,378,760 shares of the Company's common stock and a holder of an unsecured
promissory note in the principal amount of $15,125,000. The Company and Dana
agreed to terminate the Ownership Agreement as part of the transaction relating
to the Repurchase Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.17 Consent and Amendment No. 7 to Amended and Restated Credit
Agreement, dated as of December 29, 2005, among Standard Motor
Products, Inc., as Borrower, and General Electric Capital
Corp. and Bank of America, as Lenders.
10.18 Credit Agreement, dated as of December 29, 2005, among SMP
Motor Products Ltd., as Borrower, GE Canada Finance Holding
Company, for itself and as agent for the lenders, and GECC
Capital Markets, Inc, as lead arranger and bookrunner.
10.19 Repurchase and Prepayment Agreement, dated as of December 29,
2005, between Standard Motor Products, Inc. and Dana
Corporation.
99.1 Press Release dated as of December 29, 2005, announcing
Standard Motor Products, Inc.'s repurchase of shares and
prepayment of promissory note held by Dana Corporation.
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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
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James J. Burke
Vice President Finance, Chief Financial Officer
Date: January 3, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.17 Consent and Amendment No. 7 to Amended and Restated
Credit Agreement, dated as of December 29, 2005, among
Standard Motor Products, Inc., as Borrower, and General
Electric Capital Corp. and Bank of America, as Lenders.
10.18 Credit Agreement, dated as of December 29, 2005, among
SMP Motor Products Ltd., as Borrower, GE Canada Finance
Holding Company, for itself and as agent for the
lenders, and GECC Capital Markets, Inc, as lead arranger
and bookrunner.
10.19 Repurchase and Prepayment Agreement, dated as of
December 29, 2005, between Standard Motor Products, Inc.
and Dana Corporation.
99.1 Press Release dated as of December 29, 2005, announcing
Standard Motor Products, Inc.'s repurchase of shares and
prepayment of promissory note held by Dana Corporation.