SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 1-4743
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K, 10-KSB |_| Form 20-F |_| Form 11-K
|_| Form 10-Q, 10-QSB |_| Form N-SAR
For Period Ended: DECEMBER 31, 2003
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended:-----------------------------------------
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATION
Full name of registrant STANDARD MOTOR PRODUCTS, INC.
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Former name if applicable
N/A
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Address of Principal Executive Office (STREET AND NUMBER)
37-18 NORTHERN BLVD.
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City, State and Zip Code LONG ISLAND CITY, NEW YORK 11101
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PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, Form 20-F, Form
11-K, Form 10-Q, Form N-SAR or the transition report portion thereof could not
be filed within the prescribed time period.
KPMG LLP, our auditors, requires additional time to audit and review our
Annual Report on Form 10-K for the fiscal year ended December 31, 2003 ("Form
10-K") in order for the auditors to provide its independent auditor report and
consent. The reason is because our auditors require additional time to verify
the opening balance sheet valuation at June 30, 2003 of Dana Corporation's
Engine Management Group, which we acquired on June 30, 2003. Therefore, we will
not be in a position to timely file our Form 10-K.
These matters could not be accomplished for timely filing without
unreasonable effort and expense. Accordingly, we respectfully request an
extension of the filing date of our Form 10-K. We will file our Form 10-K as
soon as practicable after the date hereof, but in any event on or before the
15th calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
JAMES J. BURKE (718) 392-0200
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(Name) (Area Code) + (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Standard Motor Products, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: MARCH 16, 2004 By: /S/ JAMES J. BURKE
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James J. Burke
Vice President Finance,
Chief Financial Officer
EXHIBIT
ACCOUNTANT'S STATEMENT
KPMG LLP
345 Park Avenue
New York, New York 10154
March 16, 2004
Mr. James J. Burke
Vice President Finance, Chief Financial Officer
Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101
Dear Mr. Burke:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25, to be filed by Standard Motor Products, Inc. on March 16,
2004, which contains notification of the registrant's inability to file its Form
10-K by March 15, 2004. We have read the registrant's statements contained in
Part III therein, and we agree with the stated reason(s) as to why we have been
unable to complete our audit and report on the registrant's (consolidated)
financial statements for the year ended December 31, 2003, to be included in its
Form 10-K.
Very truly yours,
KPMG LLP
/S/ KPMG LLP
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