UNITED STATES
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): March 31, 2021
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 1-7233 | | 31-0596149 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
23 Keewaydin Drive, Salem, New Hampshire | 03079 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (603) 893-9701
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $1.50 Per Share | SXI | New York Stock Exchange |
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Emerging growth company ☐
If an emerging growth company, indicates by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Standex International Corporation
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.06 MATERIAL IMPAIRMENTS
On March 31, 2021, the registrant concluded that a material impairment charge related to goodwill associated with its Engineering Technologies Group (“ETG”) is required based upon impairment testing conducted as a result of the sale, as more fully disclosed in Item 8.01 below, of ETG’s Enginetics business to Enjet Aero Acquisition Holdings, Inc. for approximately $11.5 million in cash. The registrant expects that the impairment charge will approximate $7.6 million. The impairment charge will be reflected in the registrant’s financial statements for the third quarter of fiscal 2021 (quarter ending March 31, 2021). The impairment charge will not result in any cash expenditures.
SECTION 8 – OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On March 31, 2021, the registrant issued a press release announcing it has divested Enginetics Corporation, its jet engine components business, to Enjet Aero, LLC, a privately held aerospace engine component manufacturing company, for approximately $11.5 million in cash. A copy of the release is furnished herewith as Exhibit 99 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
FORWARD-LOOKING STATEMENTS
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) that are intended to come within the safe harbor protection provided by the Act. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation’s actual results are identified in the press release as well as in the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020.
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 thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
/s/ Ademir Sarcevic |
Ademir Sarcevic Chief Financial Officer |
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| Date: March 31, 2021 |
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| Signing on behalf of the registrant and as principal financial officer |
