As filed with the Securities and Exchange Commission on July 3, 2001
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 of Incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)
THE STANDEX RETIREMENT SAVINGS 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 (1) Share Price (2) Fee
Common Stock 43,011 $23.25 $1,000,000 $250
par value
$1.50 per share
NOTES: 1. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, (the "Securities
Act") this registration statement also covers an
indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described
herein.
2. 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 July 2, 2001.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents
of Registration Statement No. 333-41534, filed on Form S-8 by
Standex International Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") on July 17,
2000, are incorporated in this Registration Statement by
reference and are updated as provided below.
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, 2000, 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
hereby 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 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 8. EXHIBITS.
The following exhibits are filed (except where otherwise
indicated) as part of this Registration Statement.
23. Consent of Deloitte & Touche LLP, Independent Public
Accountants.
24. Powers of Attorney from John Bolten, Jr., David R. Crichton,
Samuel S. Dennis 3d, William R. Fenoglio, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C. Kevin Landry, H. Nicholas
Muller, III, Edward F. Paquette, and Sol Sackel.
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-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 3rd day of July, 2001.
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
/s/ Edward J. Trainor
July 3, 2001 President/CEO
Edward J. Trainor
/s/ Edward F. Paquette
July 3, 2001 Vice President/CFO
Edward F. Paquette
Edward J. Trainor has signed below on July 3, 2001 as
attorney-in-fact for the following Directors of the Registrant:
John Bolten, Jr. Thomas L. King
David R. Crichton C. Kevin Landry
Samuel S. Dennis 3d H. Nicholas Muller, III
William R. Fenoglio Edward F. Paquette
Walter F. Greeley Sol Sackel
Daniel B. Hogan
/s/ Edward J. Trainor
Edward J. Trainor
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
23. Consent of Deloitte & Touche LLP,
Independent Public Accountants.
24. Powers of Attorney from: John Bolten, Jr.,
David R. Crichton, Samuel S. Dennis 3d,
William R. Fenoglio, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, H. Nicholas Muller, III, Edward F.
Paquette and Sol Sackel.