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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950117-03-002640.txt : 20030619
<SEC-HEADER>0000950117-03-002640.hdr.sgml : 20030619
<ACCEPTANCE-DATETIME>20030619085630
ACCESSION NUMBER:		0000950117-03-002640
CONFORMED SUBMISSION TYPE:	S-3MEF
PUBLIC DOCUMENT COUNT:		4
<REFERENCE-462B>333-103194
FILED AS OF DATE:		20030619
EFFECTIVENESS DATE:		20030619

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDARD MOTOR PRODUCTS INC
		CENTRAL INDEX KEY:			0000093389
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				111362020
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3MEF
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-106261
		FILM NUMBER:		03749543

	BUSINESS ADDRESS:	
		STREET 1:		37 18 NORTHERN BLVD
		CITY:			LONG ISLAND CITY
		STATE:			NY
		ZIP:			11101
		BUSINESS PHONE:		7183920200

	MAIL ADDRESS:	
		STREET 1:		3718 NORTHERN BLVD
		CITY:			LONG ISLAND CITY
		STATE:			NY
		ZIP:			11101
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3MEF
<SEQUENCE>1
<FILENAME>a35592.txt
<DESCRIPTION>STANDARD MOTOR PRODUCTS, INC.
<TEXT>


<Page>

           As filed with the Securities and Exchange Commission on June 19, 2003
                                                     Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                              -------------------
                         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)
                              -------------------
                               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
                              -------------------
   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: [x] 333-103194

   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: [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<S>                                                           <C>                           <C>              <C>
- ----------------------------------------------------------------------------------------------------------------
                 TITLE OF SECURITIES TO BE                     PROPOSED MAXIMUM              AMOUNT OF
                         REGISTERED                           AGGREGATE OFFERING PRICE(1)   REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.00 per share.....................          $1,581,250                $130.00
- ----------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(o) under the Securities Act of 1933, as amended.

- --------------------------------------------------------------------------------




<Page>

                                EXPLANATORY NOTE

   The Registration Statement on Form S-3 (File No. 333-103194) of Standard
Motor Products, Inc., which was declared effective by the Securities and
Exchange Commission on June 18, 2003, is incorporated by reference herein in its
entirety.

                                  CERTIFICATION

   We hereby certify to the Securities and Exchange Commission that (1) we have
instructed our bank to pay the filing fee set forth on the cover page of this
registration statement by a wire transfer of such amount to the SEC's account at
Mellon Bank as soon as practicable, but not later than the close of business
on June 19, 2003; (2) we will not revoke those instructions; (3) we have
sufficient funds in our account to cover the amount of the filing fee; and
(4) we will confirm receipt of our instructions by our bank during our bank's
regular business hours no later than June 19, 2003.





<Page>

                                   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 18th day of June, 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 18th day of June, 2003.

<Table>
<Caption>
                SIGNATURE                                            TITLE
                ---------                                            -----
<S>                                         <C>
          /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
</Table>

                                      II-4




<Page>

<Table>
<Caption>
                SIGNATURE                   TITLE
                ---------                   -----
<S>                                         <C>
                    *                       Director
 .........................................
              Peter J. Sills

                    *                       Director
 .........................................
         Frederick D. Sturdivant

                    *                       Director
 .........................................
            William H. Turner

       *By:      /s/ JAMES J. BURKE
 .........................................
     James J. Burke, Attorney-in-fact
</Table>

                                      II-5




<Page>

                               INDEX OF EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                                DESCRIPTION
- ------                                -----------
<S>           <C>
   1.1  --  Form of Underwriting Agreement between Standard Motor
            Products, Inc., and Goldman, Sachs & Co. and Morgan Stanley
            & Co. Incorporated as representatives of the underwriters
            (incorporated by reference to Exhibit 1.1 of Standard Motor
            Products, Inc.'s Registration Statement on Form S-3
            (Registration No. 333-103194), filed on February 13, 2003).

   2.1  --  Asset Purchase Agreement, dated as of February 7, 2003, by
            and among Dana Corporation, Automotive Controls Corp., BWD
            Automotive Corporation, Pacer Industries, Inc., Ristance
            Corporation, Engine Controls Distribution Services, Inc., as
            Sellers, and Standard Motor Products, Inc., as Buyer
            (incorporated by reference to Standard Motor Products,
            Inc.'s Current Report on Form 8-K (File No. 001-04743),
            filed on February 10, 2003).

   4.1  --  Restated Certificate of Incorporation, dated July 31, 1990
            (incorporated by reference to Exhibit 4.2 of Standard Motor
            Products, Inc.'s Registration Statement on Form S-8
            (Registration No. 333-51565), dated May 1, 1998).

   4.2  --  Certificate of Amendment to the Restated Certificate of
            Incorporation, dated July 31, 1990 (incorporated by
            reference to Exhibit 4.3 of Standard Motor Products, Inc.'s
            Registration Statement on Form S-8 (Registration
            No. 333-51565), filed on May 1, 1998).

   4.3  --  Restated By-Laws, dated May 23, 1996 (incorporated by
            reference to Exhibit 3.4 of Standard Motor Products, Inc.'s
            Annual Report on Form 10-K for the year ended December 31, 1996).

   4.4  --  Form of Subordinated Debenture Indenture (including form of
            convertible debenture) (incorporated by reference to
            Exhibit 4.1 to Standard Motor Products, Inc.'s Amendment
            No. 2 to its Registration Statement on Form S-3
            (Registration No. 333-79177), filed on July 20, 1999).

   4.5  --  Rights Agreement, dated as of February 15, 1996, between
            Standard Motor Products, Inc. and Registrar & Transfer Co.,
            as rights agent (incorporated by reference to Standard Motor
            Products, Inc.'s Registration Statement on Form 8-A (File
            No. 001-04743), filed on April 11, 1996).

   4.6  --  Form of Share Ownership Agreement by and between Standard
            Motor Products, Inc. and Dana Corporation (incorporated by
            reference to Standard Motor Products, Inc.'s Current Report
            on Form 8-K (File No. 001-04743), filed on February 10, 2003).

   5.1  --  Opinion of Kelley Drye & Warren LLP.

  23.1  --  Consent of independent auditors KPMG LLP.

  23.2  --  Consent of independent accountants PricewaterhouseCoopers LLP.

  23.3  --  Consent of Kelley Drye & Warren LLP (included in its opinion
            filed as Exhibit 5.1).

  24.1  --  Powers of Attorney (incorporated by reference to
            Exhibit 24.1 of Standard Motor Products, Inc.'s Registration
            Statement on Form S-3 (Registration No. 333-103194), filed
            on February 13, 2003).
</Table>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>


<Page>

                                                                     EXHIBIT 5.1

                            Kelley Drye & Warren LLP
                                101 Park Avenue
                            New York, New York 10178

                                 June 19, 2003

Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101

Ladies and Gentlemen:

We are acting as counsel to Standard Motor Products, Inc., a New York
corporation (the 'Company'), in connection with the proposed public offering of
1,000,000 shares (the 'Firm Shares') of the Company's common stock, $2.00 par
value per share (the 'Common Stock'), and up to an additional 150,000 shares
(the 'Option Shares') of Common Stock subject to an over-allotment option
granted to the several underwriters of such public offering. The Firm Shares and
the Option Shares are hereinafter referred to collectively as the 'Shares.' The
Company has filed a Registration Statement on Form S-3 (the 'Registration
Statement') with the Securities and Exchange Commission (the 'Commission')
pursuant to the Securities Act of 1933, as amended (the 'Act'), with respect to
the public offering of the Shares. As such counsel, you have requested our
opinion as to the matters described herein relating to the issuance of the
Shares.

In connection with this opinion, we have examined and relied upon copies
certified or otherwise identified to our satisfaction of: (i) the Registration
Statement, and each amendment thereto through the date hereof, together with
exhibits and schedules thereto in the form filed with the Commission; (ii) the
Company's Amended and Restated Certificate of Incorporation, as amended, and
Amended and Restated By-Laws; and (iii) the minute books and other records of
corporate proceedings of the Company, as made available to us by officers of the
Company; and have reviewed such matters of law as we have deemed necessary or
appropriate for the purpose of rendering this opinion.

For purposes of this opinion we have assumed the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of all documents submitted to us as copies. We have also assumed the
legal capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authority of such persons signing on behalf of the
parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. As to
certain factual matters material to the opinion expressed herein, we have relied
to the extent we deemed proper upon representations, warranties and statements
as to factual matters of officers and other representatives of the Company. Our
opinion expressed below is subject to the qualification that we express no
opinion as to any law other than the laws of the State of New York, the
corporate laws of the State of Delaware, and the federal laws of the United
States of America. Without limiting the foregoing, we express no opinion with
respect to the applicability thereto or effect of municipal laws or the rules,
regulations or orders of any municipal agencies within any such state.

Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
the Shares are duly authorized and, when issued and paid for as contemplated by
the Registration Statement and countersigned by a transfer agent, duly
registered by a registrar for the Shares, will be validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to our Firm in the Prospectus included therein
under the caption 'Validity of




<Page>

                            Kelley Drye & Warren LLP

June 19, 2003
Page Two

Common Stock.' In giving such consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.

This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

                                          Very truly yours,
                                          /S/ KELLEY DRYE & WARREN LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>ex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>


<Page>

                                                                    EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Stockholders
Standard Motor Products, Inc.:

We consent to the use of our report dated February 24, 2003, with respect to the
consolidated balance sheets of Standard Motor Products, Inc. and subsidiaries as
of December 31, 2002 and 2001, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of the
years in the three year period ended December 31, 2002, incorporated herein by
reference and to the reference to our firm under the heading 'Experts' in the
prospectus.

Our report dated February 24, 2003 refers to the Company's adoption of Emerging
Issues Task Force Issue No. 01-9, Accounting for Consideration Given by a Vendor
to a Customer (Including a Reseller of the Vendor's Products) and Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets as
of January 1, 2002. Our report also indicates that the consolidated financial
statements referred to above have been revised to account for the loss on early
extinguishment of debt in accordance with Statement of Financial Accounting
Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections, which was adopted by the
Company as of January 1, 2003.

/s/ KPMG LLP

New York, New York
June 18, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>5
<FILENAME>ex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>


<Page>

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Standard Motor Products, Inc. of our report dated
March 25, 2003 relating to the financial statements of Engine Management (a
business of Dana Corporation), which are incorporated by reference in such
Registration Statement. We also consent to the reference to us under the heading
'Experts' in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Toledo, Ohio
June 18, 2003




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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