Item 1.01. Entry into a Material Definitive Agreement

On October 29, 2009, Standard Motor Products, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., as representatives of the several underwriters identified on Schedule I to the Underwriting Agreement (the "Underwriters"), to issue and sell to the Underwriters an aggregate of 3,000,000 shares (the "Shares") of common stock, par value $2.00 per share, of the Company (the "Common Stock") to be offered by the Underwriters at a price to the public of $8.50 per share. The Company estimates that the net proceeds from the offering of the Shares will be approximately $24.2 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company also granted the Underwriters an option, exercisable for a period of thirty days, to purchase up to an additional 450,000 shares of Common Stock.

The sale of the Shares was made pursuant to the Company's registration on Form S-3 (No. 333-161101), as amended (the "Registration Statement"), relating to the public offering of the Shares, as amended and supplemented by a Preliminary Prospectus Supplement dated October 27, 2009 and a Final Prospectus Supplement dated October 29, 2009, both as filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933.

The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of, or in connection with, the sale of the Shares and customary contribution provisions in respect of those liabilities. The sale of the Shares is expected to close on November 4, 2009.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference thereto, which is attached hereto as Exhibit 1.1, and incorporated by reference into this report and the Registration Statement.

In connection with the issuance and sale by the Company of the Shares as described under this Item 1.01, the following additional exhibits are also filed with, and incorporated by reference into, this report and the Registration Statement: (i) the legal opinion of Kelley Drye & Warren LLP (Exhibit 5.1 hereto) and (ii) the consent of Kelley Drye & Warren LLP (Exhibit 23.1 hereto (included in Exhibit 5.1)).

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

1.1 Underwriting Agreement, dated October 29, 2009 between Standard Motor Products, Inc. and Goldman, Sachs & Co., as representatives of the several underwriters listed on Schedule I thereto

5.1 Legal Opinion of Kelley Drye & Warren LLP, dated November 3, 2009

23.1 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1)

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