As filed with the Securities and Exchange Commission on April 26, 1995
File No. _________
_________________________________________________________________________
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-8
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 1994 STOCK OPTION PLAN
(Full Title of Plan)
Deborah A. Rosen
c/o Standex International Corporation
6 Manor Parkway, Salem, New Hampshire 03079
(603)_893-9701__________________________
(Name, Address and telephone number of
agent for service)
Calculation of Registration Fee (1)
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock 400,000 $ 30.75 $12,300,000 $4,241
par value
$1.50 per share
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
(the "Securities Act") as amended, upon the basis of the average of the
high and low sale price of the Registrant's Common Stock as reported on
the New York Stock Exchange on April 21, 1995.
PROSPECTUS
400,000 Shares
COMMON STOCK
(par value $1.50 per share)
This Prospectus covers the issuance of shares of the Common Stock, par
value $1.50 per share ("Common Stock") of Standex International Corporation
(the "Company"), 6 Manor Parkway, Salem, New Hampshire 03079 (603-893-9701)
pursuant to the 1994 Stock Option Plan of the Company. The issuable shares
may include authorized but unissued shares or previously issued shares
reacquired and held in the treasury of the Company. This Prospectus also
covers such additional shares as may be issuable under said plan in the event
of a stock dividend, stock split, recapitalization or other change in the
Common Stock. It does not cover the resale of securities acquired under the
Plan by "affiliates" of the Company (as that term is defined in Rule 405 under
the Securities Act).
Shares may be purchased under the 1994 Stock Option Plan by selected
employees of the Company (including officers who are not employees but
generally excluding persons who own more than 10% of the Company's voting
securities) who are granted options under the Plan.
The Common Stock is listed for trading on the New York Stock Exchange.
The average of the high and low sale prices of the Common Stock on the New
York Stock Exchange on April 21, 1995 was $30.75 per share, as reported in The
Wall Street Journal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Neither the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or the dates as of
which information is set forth herein. No person has been authorized to give
any information or to make any representations, other than as contained
herein, in connection with the offer contained in the Prospectus, and if given
or made, such information or representations must not be relied upon. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy the shares by any person in any jurisdiction in which it is unlawful
for such person to make such an offer or solicitation.
The date of this Prospectus is April 26, 1995.
ITEM 2. AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission in Washington, D.C. and at
certain of its regional offices at:
500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511;
7 World Trade Center, Suite 1300,
New York, New York 10048;
5670 Wilshire Blvd.
llth Floor
Los Angeles, CA 90036-3648
Copies of such materials can also be obtained at prescribed rates from
the Public Reference Section of the Commission, Washington, D. C. 20549.
Reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company will provide, upon written or oral request, without charge to
each person, including any beneficial owner to whom a copy of this Prospectus
has been delivered, a copy of any and all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Requests for such copies should be directed
to Deborah A. Rosen, Senior Corporate Attorney, Legal Department, Standex
International Corporation, 6 Manor Parkway, Salem, New Hampshire 03079
(1-603-893-9701).
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 Prospectus by reference:
(1) The Company's Annual Report on Form 10K for the year ended June 30,
1994, filed pursuant to Section 13(a) or 15(d) of 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 a registration
statement filed under the Exchange Act, 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 Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Prospectus by reference and
shall be deemed a part hereof from the date of filing of such documents.
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 1994 Stock Option Plan will be passed upon for the Company by
Deborah A. Rosen, Senior Corporate Attorney of the Company. At February 6,
1995, Ms. Rosen owned 3,967 shares of Common Stock (excluding approximately
1,234 shares in her account at December 31, 1994 under the Company's
Employees' Stock Ownership Plan).
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, judgments, fines and amounts
paid in settlement or 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, had no reasonable cause
to believe his or her conduct was unlawful. To the extent that such a person
has been successful in defense of any such 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 Registrant 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
4. Standex International Corporation 1994 Stock Option Plan.
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., William L. Brown, David
R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F.
Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin Landry,
H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick.
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 of 1933;
(ii) To reflect in the prospectus of 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 or Form S-8 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 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 of 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, 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 26th day of April, 1995.
STANDEX INTERNATIONAL CORPORATION
By: /s/ Edward J. Trainor
Edward J. Trainor, President
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
President, Chief Operating
April 26, 1995 /s/ Edward J. Trainor Officer and Director
Corporate Controller
April 26, 1995 /s/ Robert R. Kettinger (Chief Accounting Officer)
Edward J. Trainor has signed below on April 26, l995 as attorney-in-fact
for the following Directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
William L. Brown Thomas L. King
David R. Crichton C. Kevin Landry
Samuel S. Dennis 3d H. Nicholas Muller, III
Thomas H. DeWitt Sol Sackel
Walter F. Greeley Lindsay M. Sedwick
/s/ Edward J. Trainor
Edward J. Trainor
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
4 Standex International Corporation
1994 Stock Option Plan
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., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d,
Thomas H. DeWitt, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, H. Nicholas Muller, III, Sol Sackel
and Lindsay M. Sedwick