As filed with the Securities and Exchange Commission on February
10, 2000
Registration No.__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
STANDEX INTERNATIONAL CORPORATION
(Exact name of issuer as specified in its Certificate of
Incorporation)
Delaware 31-0596149
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)
STANDEX INTERNATIONAL CORPORATION
1998 LONG TERM INCENTIVE PLAN
(Full Title of Plan)
Deborah A. Rosen
c/o Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
(Name and Address of agent for service)
603-893-9701
(Telephone Number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price (1) Fee
Common Stock 800,000 $17.0625 $13,650,000 $3,604
par value
$1.50 per share
NOTE: 1. Estimated solely for the purpose of
calculating the registration fee pursuant to Rules
457(c) and 457(h) under the Securities Act upon the
basis of the average of the high and low sale price of
the Company's Common Stock, par value $1.50 per share
(the "Common Stock") as reported on the New York Stock
Exchange on February 7, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.
The document or documents containing information specified
in Part 1 are not required to be filed by Standex International
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8
Registration Statement (the "Registration Statement").
ITEM 2.
Such documents and the documents incorporated by reference
in Part II are located at the corporate office of the Company, 6
Manor Parkway, Salem, New Hampshire 03079 (1-603-893-9701), and
are available to participants without charge, on oral or written
request.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10K for the year ended
June 30, 1999, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
or the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act, that contains audited financial statements for
the Company's latest fiscal year for which such statements have
been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the document referred to in (1) above.
(3) The description of the Common Stock contained in the
Registration of Securities on Form 8-B dated June 12, 1975,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c) 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and shall be deemed a part
hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be decreed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion.
The legality of the shares of the Common Stock reserved for
issuance under the 1998 Long Term Incentive Plan will be passed
upon for the Company by Deborah A. Rosen, General Counsel of the
Company. At December 31, 1999, Ms. Rosen owned 4,976 shares of
Common Stock (including approximately 2,064 shares in her account
at December 31, 1999 under the Company's Retirement Savings
Plan). In addition, Ms. Rosen holds Options to purchase 14,300
shares of the Company's Common Stock and 650 shares of the
Company's Common Stock in the form of unvested restricted stock.
These stock Options were granted at option prices equal to the
fair market value of the Company's Common Stock on the dates of
grant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Seventh Article of the Restated Certificate of
Incorporation of the Company, each person who is or was a
director or officer of the Company will be indemnified by the
Company to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware as the same may be amended
and supplemented from time to time. Section 145(a) of the
General Corporation Law of Delaware permits a corporation to
indemnify any director, officer, employee or agent of the
corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with any action,
suit or proceeding arising out of his or her status as director,
officer, employee or agent if such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Section 145(b) provides
that a corporation shall have the power to indemnify any
director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged liable to the corporation unless and to
the extent a court of competent jurisdiction determines that such
person is entitled to indemnity for such expenses. To the extent
that a present or former director or officer has been successful
in defense of any action or claim, Section 145(c) provides that
he or she shall be indemnified against expenses incurred by him
or her in connection therewith. Under Section 145(g), a
corporation also has the power to purchase and maintain insurance
on behalf of any director, officer, employee or agent against any
liability arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her
against such liability.
The Company maintains, on behalf of its directors and
officers, insurance protection in the amount of $20,000,000
against certain liabilities arising out of the discharge of their
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed (except where otherwise
indicated) as part of this Registration Statement.
4.1 Standex International Corporation 1998 Long Term Incentive
Plan.
4.2 Restated Certificate of Incorporation of Standex, dated
October 16, 1986, and the Amendment to the Restated Certificate
of Incorporation are incorporated by reference to the exhibits to
the Quarterly Report of Standex on Form 10-Q for the fiscal
quarter ended December 31, 1986 and to the exhibits to the
Quarterly Report of Standex on From 10-Q for the fiscal quarter
ended December 31, 1998 respectively.
4.3 By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the Annual
Report of Standex on Form 10-K for the fiscal year ended June 30,
1994.
5. Opinion of Deborah A. Rosen as to the legality of the Common
Stock.
23.1 Consent of Deloitte & Touche LLP, Independent Public
Accountants.
23.2 The Consent of Counsel is included in her opinion filed
as Exhibit 5 hereto.
24. Powers of Attorney from John Bolten, Jr., David R. Crichton,
Samuel S. Dennis 3d, William R. Fenoglio, Walter F. Greeley,
Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller, III, Edward
F. Paquette, Sol Sackel.
ITEM 9. UNDERTAKINGS
1. The Company hereby undertakes:
(A) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that sub-paragraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(B) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(C) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person or the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Salem, County of
Rockingham and the State of New Hampshire, on the 10th day of
February, 2000.
STANDEX INTERNATIONAL CORPORATION
/s/Edward J. Trainor
By:___________________________________
Edward J. Trainor, President/CEO
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Date Signature Title
February 10, 2000 /s/Edward J. Trainor President/CEO
February 10, 2000 /s/Edward F. Paquette Vice President/CFO
Edward J. Trainor has signed below on February 10, 2000 as
attorney-in-fact for the following Directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
David R. Crichton C. Kevin Landry
Samuel S. Dennis, 3d H. Nicholas Muller, III
William R. Fenoglio Edward F. Paquette
Walter F. Greeley
/s/Edward J. Trainor
_______________________________
Edward J. Trainor
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
4.1 Standex International Corporation 1998
Long Term Incentive Plan
4.2 Restated Certificate of Incorporation of Standex, and
Amendment thereto dated October 16, 1986, are incorporated by
reference to the exhibits to the Quarterly Report of Standex on
Form 10-Q for the fiscal quarter ended December 31, 1986 and to
the exhibits to the Quarterly Report of Standex on Form 10-Q for
the fiscal quarter ended December 31, 1998.
4.3 By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the Annual
Report of Standex on Form 10-K for the fiscal year ended June 30,
1994.
5. Legal Opinion.
23.1 Consent of Deloitte & Touche LLP, Independent Public
Accountants.
23.2 Consent of Deborah A. Rosen, as counsel to the Company.
24. Powers of Attorney from: John Bolten, Jr., David R.
Crichton, Samuel S. Dennis, 3d, William R. Fenoglio, Walter F.
Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller,
III and Edward F. Paquette.