form8k.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): May 16, 2013
 
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
New York
1-4743
11-1362020
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(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

Amendment to Canadian Credit Agreement

On May 16, 2013, Standard Motor Products, Inc. and certain of its wholly owned subsidiaries (the “Company”) amended its Credit Agreement, dated as of December 29, 2005, as further amended (the “Canadian Credit Agreement”), with GE Canada Finance Holding Company, for itself and as agent for the lenders. The amended Canadian Credit Agreement provides for, among other things, the extension of the maturity date to March 2018 and changes to certain definitions and other provisions of the amended Canadian Credit Agreement to parallel the revolving credit provisions of the US Credit Agreement (defined below).

Amendment to US Credit Agreement

On May 16, 2013, the Company amended its Third Amended and Restated Credit Agreement dated as of November 10, 2010, as further amended (the “US Credit Agreement”), with General Electric Capital Corporation, as agent, and a syndicate of lenders for a secured revolving credit facility. The amended US Credit Agreement provides for, among other things, an increase in the line of credit by $50 million to $250 million, a reduction of 25 basis points to the applicable margins relating to the calculation of interest rates, and an extension of the maturity date to March 2018.

We maintain ordinary banking relationships with General Electric Capital Corporation, certain of the other lenders and their respective affiliates. For these services, the parties have received, and may in the future receive, customary compensation and expense reimbursement.

The descriptions set forth above are qualified by (a) Amendment No. 3 to Third Amended and Restated Credit Agreement filed herewith as exhibit 10.29 and (b) Amendment No. 8 to Credit Agreement filed herewith as exhibit 10.30.
 
Item 5.07.
Submission of Matters to a Vote of Security Holders

On May 16, 2013, the Company held its Annual Meeting of Stockholders. The Company is providing the following information regarding the results of the matters voted on by stockholders at the Annual Meeting:

(a)
Election of ten Directors to serve for the ensuing year and until their successors are elected:
 
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Pamela Forbes Lieberman
17,866,596
1,692,720
2,545,760
Joseph W. McDonnell
19,362,759
196,557
2,545,760
Alisa C. Norris
19,369,051
190,265
2,545,760
Arthur S. Sills
18,963,040
596,276
2,545,760
Lawrence I. Sills
19,314,846
244,470
2,545,760
Peter J. Sills
18,964,032
595,284
2,545,760
Frederick D. Sturdivant
19,338,449
220,867
2,545,760
William H. Turner
19,328,753
230,563
2,545,760
Richard S. Ward
19,370,990
188,326
2,545,760
Roger M. Widmann
19,362,150
197,166
2,545,760

 
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(b)
Ratification of Appointment of KPMG LLP as the Company’s Registered Public Accounting Firm for the year ended December 31, 2013:
 
Votes For
Votes Against
Abstain
21,947,351
126,907
30,818
 
(c)
Approval of non-binding, advisory resolution on the compensation of the Company’s named executive officers:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
18,054,888
184,700
1,319,728
2,545,760
 
Item 9.01.
Financial Statements and Exhibits

 
(d)
Exhibits.
 
 
10.29
Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of May 16, 2013, among Standard Motor Products, Inc., as borrower and the other credit parties thereto, and General Electric Capital Corp., as agent and lender, Bank of America, N.A. and Wells Fargo Capital Finance, LLC, as lenders and co-syndication agents, JPMorgan Chase Bank, N.A., as lender and as documentation agent, and the other lenders thereto.
 
 
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10.30
Amendment No. 8 to Credit Agreement, dated as of May 16, 2013, among SMP Motor Products, Ltd., as borrower and the other credit parties thereto, and GE Canada Finance Holding Company, as lender and agent, and the other lenders thereto.
 
 
99.1
Press Release, dated May 16, 2013, announcing the amendment to the revolving credit facility.
 
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: May 20, 2013
    

 
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Exhibit Index
 
Exhibit No.
  
Description
     
 
Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of May 16, 2013, among Standard Motor Products, Inc., as borrower and the other credit parties thereto, and General Electric Capital Corp., as agent and lender, Bank of America, N.A. and Wells Fargo Capital Finance, LLC, as lenders and co-syndication agents, JPMorgan Chase Bank, N.A., as lender and as documentation agent, and the other lenders thereto.
     
 
Amendment No. 8 to Credit Agreement, dated as of May 16, 2013, among SMP Motor Products, Ltd., as borrower and the other credit parties thereto, and GE Canada Finance Holding Company, as lender and agent, and the other lenders thereto.
     
 
Press Release, dated May 16, 2013, announcing the amendment to the revolving credit facility.
 
 
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