6
7
As filed with the Securities and Exchange Commission on December
20, 2002
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)
STANDEX INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE 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 200,000 $23.53 $4,706,000 $433
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
December 18, 2002.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
On January 26, 1998, Standex International Corporation (the
"Company") filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (Registration
No. 333-44953) (the "Prior Registration Statement") relating to
shares of the Company's Common Stock to be issued pursuant to the
Standex International Corporation Employee Stock Purchase Plan
(the "Plan"), as amended, and the Prior Registration Statement is
currently effective. The contents of the Prior Registration
Statement are incorporated herein 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, 2002, 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. In lieu of an
opinion of counsel concerning compliance with the requirements of
ERISA or an Internal Revenue Service (the "IRS") determination
letter that the Plan is qualified under Section 401 of the
Internal Revenue Code, the Company undertakes that it will submit
or has submitted the Plan and any amendment thereto to the IRS in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan. 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 Auditors.
24. Powers of Attorney from John Bolten, Jr., David R. Crichton,
Roger L. Fix, William R. Fenoglio, Walter F. Greeley, Daniel B.
Hogan, Thomas L. King, C. Kevin Landry, H. Nicholas Muller, III,
and Deborah A. Rosen.
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 20th day of December, 2002.
STANDEX INTERNATIONAL CORPORATION
By:/S/Edward J. Trainor
-----------------------------------
Edward J. Trainor, Chairman/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
December 20, 2002 ----------------------- Chairman/CEO
Edward J. Trainor
/s/ Christian Storch
December 20, 2002 --------------------- Vice President/CFO
Christian Storch
/s/ Robert R. Kettinger
December 20, 2002 ------------------------ Corporate Controller
Robert R. Kettinger
Edward J. Trainor has signed below on December 20, 2002 as
attorney-in-fact for the following Directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
David R. Crichton Thomas L. King
William R. Fenoglio C. Kevin Landry
Roger L. Fix H. Nicholas Muller, III
Walter F. Greeley Deborah A. Rosen
/s/ Edward J. Trainor
--------------------------
Edward J. Trainor
`
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
23. Consent of Deloitte & Touche LLP, Independent Auditors.
24. Powers of Attorney from John Bolten, Jr., David R. Crichton,
William R Fenoglio, Roger L. Fix, Walter F. Greeley, Daniel B.
Hogan, Thomas L. King, C. Kevin Landry, H. Nicholas Muller, III
and Deborah A. Rosen.