(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
September 19, 1997
To the Stockholders of Standex International Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders of
Standex International Corporation which will be held at BankBoston, N.A., 100
Federal Street, Boston, Massachusetts on Tuesday, October 28, 1997 at 11:00
A.M.
We hope that you will be able to attend the meeting. However, whether or
not you plan to attend in person, please complete, sign, date and return the
enclosed proxy card promptly to ensure that your shares will be represented. If
you do attend the meeting, you may vote your shares personally.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement, which contain information about the formal business to be acted on
by the stockholders. The meeting will also feature a report on the operations
of your Company, followed by a question and discussion period.
Sincerely,
/s/ EDWARD J. TRAINOR
Edward J. Trainor
President/ CEO
(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Standex International Corporation
(the "Company") will be held at BankBoston, N.A., 100 Federal Street, Boston,
Massachusetts on Tuesday, October 28, 1997, at 11:00 A.M. local time for the
following purposes:
1. To fix the number of directors at fourteen and to elect five
directors to hold office for three-year terms ending on the date of
the Annual Meeting of Stockholders in 2000;
2. To approve the adoption of a new Employee Stock Purchase Plan
covering 400,000 shares;
3. To approve the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending June 30, 1998;
and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 10, 1997
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ RICHARD H. BOOTH
Richard H. Booth, Secretary
September 19, 1997
Salem, New Hampshire
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR
PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE, YOU MAY VOTE
YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
STANDEX INTERNATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 28, 1997
This Proxy Statement is being furnished on or about September 19, 1997 in
connection with the solicitation of proxies by the Board of Directors of
Standex International Corporation (the "Company") for use at the Annual Meeting
of Stockholders to be held on Tuesday, October 28, 1997. All proxies will be
voted in accordance with the instructions contained therein and, if no choice
is specified, will be voted for the election of each of the individuals
nominated by the Board of Directors and in favor of the other proposals set
forth in the Notice of Meeting.
The election of Directors will require the affirmative vote of a
plurality of the shares of Common Stock voting in person or by proxy at the
Annual Meeting. The approval of the new Employee Stock Purchase Plan of the
Company and the ratification of the appointment of Deloitte & Touche LLP as
independent auditors will require the affirmative vote of a majority of the
shares of Common Stock of the Company voting on the proposal in person or by
proxy at the Annual Meeting. Stockholders may vote in favor of all nominees for
Director or withhold their votes as to all nominees or withhold their votes as
to specific nominees. With respect to the approval of the new Employee Stock
Purchase Plan and the ratification of the appointment of Deloitte & Touche LLP
as independent auditors, stockholders should specify their choices on the
enclosed form of proxy.
Shares which abstain from voting as to a particular matter, and shares
held in "street name" by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as shares voting on such matter. Accordingly, abstentions and
"broker non-votes" will have no effect on the voting on a matter that requires
the affirmative vote of a certain percentage of the shares voting on a matter.
Any proxy may be revoked at any time before it is exercised by delivery
of written notice to the Secretary of the Company or by executing a subsequent
proxy.
The Board of Directors has fixed September 10, 1997 as the record date
for the determination of stockholders entitled to vote at the Annual Meeting.
At the record date, there were outstanding and entitled to vote 13,109,853
shares of the Common Stock of the Company. Each share is entitled to one vote.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors and officers,
without additional remuneration, may solicit proxies in person and by
telecommunications. Brokers, custodians and fiduciaries will be requested to
forward proxy soliciting materials to the owners of stock held in their names
and the Company will reimburse them for their out-of-pocket expenses in this
regard.
To assure the presence in person or by proxy of the necessary quorum for
holding the meeting, the Company has employed the firm of Morrow & Co., Inc. to
assist in soliciting proxies by mail, telephone, facsimile and personal
interview for a fee estimated at approximately $3,500 plus disbursements.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to fix the number of
directors at fourteen and to elect as directors Messrs. William R. Fenoglio,
Walter F. Greeley, C. Kevin Landry, H. Nicholas Muller, III, Ph.D. and Edward
J. Trainor identified below as nominees, for three-year terms expiring in 2000
unless authority to vote for the election of directors is withheld by marking
the proxy to that effect. The number of directors is proposed to be fixed at
fourteen in order to give the Board of Directors the opportunity of adding a
director during the coming year. No proxy can be voted for a greater number of
persons than the five nominees named below.
In the event that any nominee for election should become unavailable, the
person acting under the proxy may vote for the election of a substitute.
Management has no reason to believe that any nominee will become unavailable.
Information about each director and nominee for director at July 31, 1997
follows:
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 2000 Certain Other Directorships
---------------------- ----------------------------
William R. Fenoglio President and CEO of Augat, Inc. from 1994 through 1996;
Age 58 President and CEO of Barnes Group, Inc. from 1991 through
1994.
Director of Southern New England Telecommunications, Inc. and
IPG, Inc.
Walter F. Greeley Chairman, High Street Associates, Inc. (a management and
Director Since 1989 acquisition group) since 1988.
Age 66
C. Kevin Landry Managing Director and CEO, TA Associates, Inc. (a private
Director Since 1975 equity firm), Boston, MA. since January 1994 and prior
Age 53 thereto Managing Partner of TA Associates.
H. Nicholas Muller, III, Ph.D. President and CEO of The Frank Lloyd Wright Foundation since
Director Since 1984 May 1996 and prior thereto Director of the State Historical
Age 58 Society of Wisconsin.
Edward J. Trainor* Chief Executive Officer of the Company since July 1995;
Director Since 1994 President of the Company since July 1994; Chief Operating
Age 57 Officer of the Company from July 1994 to June 1995; President
of the Standex Institutional
Products Division of the Company
from February 1987 to July 1994;
Vice President of the Company from
August 1992 to July 1994.
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1998 Certain Other Directorships
--------------------- ----------------------------
William L. Brown* Former Chairman of the Board of Bank of Boston Corporation
Director Since 1961 and The First National Bank of Boston.
Age 75
Director of G.C. Companies, Inc., Ionics, Incorporated,
Bradley Real Estate Trust and North American Mortgage Company.
Thomas L. King* Chairman of the Board of the Company since January 1992;
Director Since 1970 President of the Company from August 1984 to July 1994;
Age 67 Chief Executive Officer of the Company from July 1985 to June
1995.
Sol Sackel Former Senior Vice President of the Company.
Director Since 1983
Age 73
Lindsay M. Sedwick Senior Vice President of Finance/CFO of the Company since
Director Since 1992 January 1996; Vice President of the Company from January
Age 62 1990 to January 1996 and Treasurer of the Company since
January 1986.
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1999 Certain Other Directorships
--------------------- ----------------------------
John Bolten, Jr. + Consultant to the Company.
Director Since 1955
Age 77
David R. Crichton Executive Vice President/Operations of the Company since
Director Since 1992 June 1989.
Age 59
Samuel S. Dennis 3d *+ Of Counsel, Hale & Dorr (Attorneys) Boston, MA from
Director Since 1955 January 1996 to December 1996; Senior Partner, Hale & Dorr
Age 87 from 1952 through 1995; Former Vice President of the Company.
Daniel B. Hogan, Ph.D. President, The Apollo Group (Management Consultants) since
Director Since 1983 1991.
Age 54
- --------------------
<F+> + Founder of the Company.
<F*> * Member of the Executive Committee of the Board of Directors.
STOCK OWNERSHIP IN THE COMPANY
Stock Ownership by Directors, Nominees for Director and Executive Officers
The following table sets forth information regarding beneficial ownership
of the Company's Common Stock as of July 31, 1997 of each director, each
nominee for director, each executive officer named in the Summary Compensation
Table and all directors and executive officers of the Company as a group:
Beneficial Ownership (1)
----------------------------------
Percent of
No. of Outstanding
Name Shares Common Stock
---- ---------------- ------------
John Bolten, Jr. 255,812 (3) 1.9
William L. Brown 1,360 **
David R. Crichton 16,312 (2) **
Samuel S. Dennis 3d 415,183 (4) 3.2
Thomas H. DeWitt 55,955 (2)(5) **
William R. Fenoglio -0- **
Walter F. Greeley 2,504 **
Daniel B. Hogan, Ph.D. 12,886 (6) **
Thomas L. King 152,716 1.2
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 4,130 **
Sol Sackel 10,416 **
Lindsay M. Sedwick 5,677 (2) **
Edward J. Trainor 90,037 (2) **
All Directors and Executive Officers 1,043,670 8.0
as a Group (16 Persons)
- --------------------
<F*> ** Less than 1% of outstanding Common Stock.
<F1> As used herein, "beneficial ownership" means the sole or shared power to
vote, and/or the sole or shared investment power with respect to shares
of Common Stock. The directors have sole voting and investment power with
respect to the shares shown as beneficially owned by them except for 65
shares for Mr. Crichton, 10,191 shares for Mr. DeWitt, 1,304 shares for
Mr. Greeley, 4,000 shares for Mr. Landry, 10,416 shares for Mr. Sackel
and 19,450 shares for Mr. Trainor, which are jointly held with their
respective spouses. The shares owned by spouses or minor children of
certain directors have not been included because the respective directors
have disclaimed beneficial interest in the shares. These shareholdings
are: Mrs. DeWitt (919), Mrs. Dennis (60,665), Mr. Hogan's children
(6,000), Mrs. Landry and their children (104,269), and Mrs. Sackel
(2,000).
<F2> The numbers listed include estimates of the shares held in the Standex
Employees' Stock Ownership Plan at June 30, 1997, which are vested to the
accounts of Messrs. Crichton, DeWitt, Sedwick and Trainor. These
individuals have voting power over the shares allocated to them in this
plan. In the event of a tender or exchange offer for the Common Stock of
the Company, these individuals (along with all other participants) will
determine, on a confidential basis, whether the Common Stock held in
their accounts should be tendered or exchanged. The numbers also include
the following shares which are capable of being purchased by exercise of
stock options within 60 days of July 31, 1997: Mr. Trainor (67,400), Mr.
Crichton (2,400), Mr. DeWitt (24,000) and Mr. Sedwick (1,600).
<F3> The number listed includes 28,710 shares held in a trust of which Messrs.
Bolten, Jr., Hogan and Dennis are trustees. To avoid duplication, these
shares have only been shown as beneficially owned by Mr. Bolten, Jr.
<F4> The number listed includes 15,000 shares held in trusts as to which Mr.
Dennis is sole trustee and 243,382 shares as to which he is co-trustee.
The latter number includes a trust holding 62,188 shares wherein Mr.
Dennis is a co-trustee with Messrs. Bolten, Jr. and Hogan. To avoid
duplication, these shares have only been shown as beneficially owned by
Mr. Dennis. Mr. Bolten, Jr. is also a co-trustee with Mr. Dennis of a
trust holding 125,738 shares. However, in order to avoid duplication,
these shares have only been shown as beneficially owned by Mr. Dennis.
<F5> The number listed includes 6,000 shares held in a trust as to which Mr.
DeWitt is a co-trustee.
<F6> The number listed includes 6,040 shares held in two trusts as to which
Mr. Hogan is a beneficiary.
--------------------
Stock Ownership of Certain Beneficial Owners
The table below sets forth each stockholder who, based on public filings,
is known to the Company to be the beneficial owner of more than 5% of the
Common Stock of the Company as of July 31, 1997.
Beneficial Ownership
------------------------------
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
------------------- ------------ ------------
State Street Bank and Trust Company, as Trustee of 1,502,258(1) 11.6
the Standex International Corporation Employees'
Stock Ownership Trust,
225 Franklin Street, Boston, MA
- --------------------
<F1> This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the Company's Common Stock as of the end of each of the last five fiscal years
with the cumulative total stockholder return on the Standard & Poor's
Manufacturing (Diversified Industry) Index and on the Russell 2000 Index,
assuming an investment of $100 in each at their closing prices on June 30, 1992
and the reinvestment of all dividends.
Standex S & P
Measurement Period International Russell Manufacturing
Fiscal Year Covered Corporation 2000 (Div. Ind.)
- ----------------------- ------------- ------- -------------
Measurement Pt.-6/30/92 $100 $100 $100
FYE 6/30/93 $131 $126 $119
FYE 6/30/94 $169 $131 $132
FYE 6/30/95 $207 $158 $175
FYE 6/30/96 $192 $196 $223
FYE 6/30/97 $207 $228 $332
REPORT OF THE
SALARY AND EMPLOYEE BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is founded on the same
principles that guide the Company in establishing compensation programs at all
levels of the organization. The overall objective is to attract, retain and
motivate highly qualified individuals for all positions within the Company.
Policies
Consistent with this objective, all compensation programs, including
those for executives, adhere to the following policies:
* Compensation is based on the level of job responsibility, the
individual's level of performance and Company or unit performance.
* Compensation takes into account the value of the job in the market
place. The Company strives to be competitive with the pay of
employers of a similar size and stature who compete with the
Company for talent.
* Equity ownership is encouraged at all levels of the Company to more
closely align the interests of employees with those of the
stockholders. Through its Stock Purchase Plan, the Company offers
the opportunity for equity ownership to all employees at U. S.
locations. In addition, the Company provides key management
employees worldwide the opportunity to build significant equity
ownership through the stock option program.
Consistent with these policies, the compensation of executive officers is
closely related to Company performance and, in addition to base salary, is
comprised of three elements: bonus, PIPS awards and stock options.
Bonus
Cash bonus awards are made each year to more than 900 employees of the
Company in order to motivate them and reward their contribution toward the
financial performance of the Company in the immediately preceding fiscal year.
As part of this program, bonus awards are considered each year for the
Divisional management group as well as the executive officers of the Company.
The maximum amount which may be awarded to top Divisional management is
determined by the Salary and Employee Benefits Committee (the "Committee") on
the basis of the Company's overall performance (principally net income and
earnings per share) in the preceding fiscal year.
Specific bonus awards to top Divisional managers are based principally on
the net income of the Division measured against its historical performance and
its performance relative to the other Divisions that year. Bonus awards to
corporate executive officers are based principally on the net income and
earnings per share of the Company in the preceding year as well as individual
performance.
PIPS Plan
The Company's PIPS Plan has provided an incentive to a broad group of
approximately 275 management employees (including executive officers) to
increase the earnings per share of the Company on a long-term basis. Sustained
increases in the Company's earnings per share will presumably, under normal
market conditions, lead to higher prices for the Company's Common Stock.
Payments under the PIPS Plan are made only when increases in earnings per share
have been achieved over the preceding five year period. Since the inception of
this program, there have been several years when no payments were made.
The Board of Directors decided in April 1996 that no further grants will
be made under the PIPS Plan. However, outstanding grants will be honored and
payments will be made as these outstanding PIPS shares mature through the year
2000.
Stock Options
The Company believes that significant stock ownership by the executive
officers of the Corporation is a major incentive in building stockholder value.
Stock options are intended to encourage such stock ownership and to directly
align the interests of executive officers with those of the stockholders.
Under the 1994 Stock Option Plan executive officers are eligible to
receive occasional grants of incentive stock options and/or non-qualified stock
options. Incentive stock options are granted at the fair market value of the
underlying Common Stock at the date of grant and are exercisable either six
months from the date of grant or over a period of years fixed by the Committee.
Non-qualified stock options may be granted either at or below fair market value
on the date of grant and generally vest in installments over a period of years.
This vesting feature of some of the incentive stock options and all of the
non-qualified options has the effect of encouraging long-term commitment to the
Company and its goals.
The Committee determines the amount of all grants to executive officers,
the term of the options and the vesting period. The size of option grants to
executive officers is based on the officer's level of responsibility at the
time of grant.
Fiscal 1997 Compensation of the Chief Executive Officer
Effective October 1, 1996, the base salary of Mr. Trainor, the Chief
Executive Officer, was increased from $430,000 to $550,000 per year. This
increase was intended to reflect the excellent performance of Mr. Trainor
during the fiscal year ended June 30, 1996, his first year in his new role, and
to bring his salary more into line with that of other chief executives of
companies the size and complexity of Standex. Mr. Trainor's initial salary as
CEO was a substantial increase over his salary as Chief Operating Officer, but
was still far below the average salary of other comparable CEOs.
In fiscal 1996, most measures of the Company's performance declined from
the record year in 1995. Sales were down 1.2%, net income was off 19.8% and
earnings per share declined 16.3%. Also, due to a decline in the stock price,
the total return to stockholders was-7.3% for the fiscal year. Despite the
comparisons with the prior year, fiscal 1996 was still the second best year in
the Company's history in terms of sales, net income and earnings per share.
Based on the good performance of the Company and on Mr. Trainor's success in
growing into the difficult job of running such a diverse and complicated
company, the Committee recommended, and the Board approved, a bonus award to
Mr. Trainor for fiscal 1996 of $125,000, the same as he received for fiscal
1995.
Salary and Employee Benefits Committee
Walter F. Greeley, Chairman
William L. Brown
Samuel S. Dennis 3d
Daniel B. Hogan
Compensation Committee Interlocks and Insider Participation
Mr. Dennis was Vice President of the Company from November 1957 through
June 1989. In addition, the Company utilizes the services of the law firm of
Hale & Dorr, to which Mr. Dennis was Of Counsel until December 1996.
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 1997, 1996 and
1995, the cash compensation as well as certain other compensation, paid to the
named executive officers.
SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------
Annual Compensation Awards Payouts
--------------------------------------- ---------- -------------
Other Securities
Name and Fiscal Annual Underlying LTIP All Other
Principal Position Year Salary($) Bonus($) Compensation($)(7) Options(#) Payouts($)(2) Compensation(3)
- --------------------------- ------ --------- -------- ------------------ ---------- ------------- ---------------
Thomas L. King 1997 $516,667 $ -0- $120,640 $ 757,858(8)
Chairman of the Board 1996 $516,667 $200,000 $134,680 $1,385,765(9)
1995 $760,000 $181,600 $7,240 $ 83,700 $ 40,858(4)
Edward J. Trainor(1) 1997 $520,000 $125,000 $ 39,440 $ 3,198
President/CEO 1996 $430,000 $125,000 15,000 $ 46,620 $ 3,102
1995 $321,667 $100,000 $ 488 100,000 $ 27,900 $ 8,182(5)
Thomas H. DeWitt 1997 $354,000 $ 70,000 $ 58,000 $ 5,844(6)
Executive Vice President/ 1996 $340,750 $ 85,000 10,000 $ 64,750 $ 5,290(6)
Administration 1995 $323,000 $ 78,200 $ 759 $ 40,300 $ 4,982(6)
David R. Crichton 1997 $262,500 $ 55,000 $ 48,720 $ 5,696(6)
Executive Vice President/ 1996 $251,250 $ 65,000 10,000 $ 54,390 $ 5,511(6)
Operations 1995 $236,250 $ 57,200 $ 733 $ 34,100 $ 4,632(6)
Lindsay M. Sedwick 1997 $257,500 $ 55,000 $ 46,400 $ 3,198
Senior Vice President of 1996 $231,667 $ 55,000 $ 41,440 $ 3,102
Finance/CFO 1995 $206,250 $ 49,500 $1,014 $ 21,700 $ 3,182
- --------------------
<F1> Mr. Trainor became CEO of the Company on July 1, 1995.
<F2> LTIP Payouts reflect payments received by the named executive officers
pursuant to the Company's profit improvement plan. This plan was
terminated with regard to future grants in fiscal year 1996. The
outstanding grants mature over five years from date of grant, vesting one
third per year in the last three years of the five year term. At
maturity, the increase, if any, in the earnings per share of the Company
over the base year is accorded a price/earnings ratio of 10 and is paid
to the participant in cash. There is no maximum payout.
<F3> All other compensation includes contributions made by the Company to the
Standex Employees' Stock Ownership Plan, a defined contribution plan.
Estimates of the aggregate amounts contributed to this plan during fiscal
1997 are $3,198 for Messrs. Trainor, DeWitt, Crichton and Sedwick; during
fiscal 1996 are $3,102 for Messrs. Trainor, DeWitt, Crichton and Sedwick;
and during fiscal 1995 are $3,182 for each named executive.
<F4> This amount includes $32,094, the premium paid by the Company on whole
life insurance owned by a trust of which Mr. King is a trustee for fiscal
1995. Also included is $5,582, the premium paid by the Company for
additional group term life insurance in 1995.
<F5> This amount also includes a performance bonus of $5,000 awarded to Mr.
Trainor in 1995.
<F6> This amount includes the dollar value of term life insurance premiums
paid by the Company (Mr. DeWitt--$2,646 in 1997, $2,188 in 1996 and
$1,800 in 1995; Mr. Crichton--$2,498 in 1997; $2,409 in 1996 and $1,450
in 1995).
<F7> This amount reflects amounts reimbursed during fiscal 1995 for payment of
FICA-HI taxes in connection with the Company's non-qualified pension
plan.
<F8> This column reflects the payments made during fiscal 1997 on two ten-year
temporary life annuities consisting of $248,730 received pursuant to the
Executive Security Program and $387,160 received pursuant to the
Supplemental Retirement Plan of the Company. Also included in this column
is the amount of $121,968 received pursuant to the Retirement Plan of the
Company.
<F9> This amount includes the following retirement benefits: $627,907 received
as a one-time cash distribution pursuant to the Employees' Stock
Ownership Plan of the Company; two ten-year temporary life annuities
consisting of $248,730 received pursuant to the Executive Security
Program and $387,160 received pursuant to the Supplemental Retirement
Plan of the Company; and $121,968 received pursuant to the Retirement
Plan of the Company. Upon retirement Mr. King was no longer a paticipant
in the Company's bonus program.
--------------------
Stock Options
The following table provides information on stock options exercised
during fiscal 1997 and options outstanding on June 30, 1997. No stock options
were granted to the named executives in fiscal 1997.
AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
At Fiscal Year End Fiscal Year End($)(2)
Shares Acquired Value ------------------------------ --------------------------
Name On Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- --------------- ----------- ------------- ----------- -------------
Thomas L. King -0- -0- -0- -0- -0- -0-
Edward J. Trainor -0- -0- 47,400 75,600 $341,850 $494,150
Thomas H. DeWitt -0- -0- 24,000 7,600 $486,600 $ 1,900
David R. Crichton -0- -0- 2,400 7,600 $ 5,100 $ 16,150
Lindsay M. Sedwick 1,600 $23,200 -0- 3,200 -0- $ 44,800
- --------------------
<F1> Value Realized equals the fair market value of underlying securities at
time of exercise, minus the exercise price, multiplied by the number of
shares acquired without deducting for taxes paid by the employee.
<F2> Calculated based on June 30, 1997 market price of $30.00 less the price
to be paid upon exercise.
Pension Plan Table
The following table shows the estimated annual benefits payable upon
retirement for the named executive officers in the Summary Compensation Table
and years of service classifications indicated under the Company's pension
plan:
Years of Service
----------------------------------------------
Average Compensation 10 20 25 30
-------------------- -- -- -- --
200,000 27,000 54,000 67,500 81,000
300,000 40,500 81,000 101,250 121,500
400,000 54,000 108,000 135,000 162,000
500,000 67,500 135,000 168,750 202,500
600,000 81,000 162,000 202,500 243,000
700,000 94,500 189,000 236,250 283,500
800,000 108,000 216,000 270,000 324,000
Pensions are computed on a straight-life annuity basis and are not
reduced for Social Security or other offset amounts. Participants receive a
pension based upon average compensation in the three highest consecutive
calendar years multiplied by the number of years of service, times 1.35%.
Average annual compensation is determined by adding the three highest
consecutive years' earnings and dividing by three.
The Internal Revenue Code of 1986, as amended, limits the benefits which
may be paid from a tax-qualified retirement plan. As permitted by the Employee
Retirement Income Security Act of 1974, the Company has a non-qualified
Supplemental Retirement Plan to provide for the full payment of the above
pensions to the extent the pension amounts exceed tax-qualified limits. The
pension amounts that exceed tax-qualified limits are accounted for by the
Company as an operating expense and are accrued over the expected working
career of the employee.
The compensation covered by the pension benefit is based on the combined
amounts set forth under the headings "Salary" (on a calendar year basis),
"Bonus" and "LTIP Payouts" of the Summary Compensation Table. The years of
credited service as of June 30, 1997 for the executive officers named on the
Summary Compensation Table are as follows: Edward J. Trainor--13 years; Thomas
H. DeWitt--24 years; David R. Crichton--25 years and Lindsay M. Sedwick--27
years. Mr. King retired with 32 years of service in fiscal 1996.
Employment Agreements
Messrs. King, DeWitt, Crichton, Sedwick and Trainor each have employment
agreements with the Company which provided for full-time employment until June
30, 1995 for Mr. King and which provided for full-time employment until January
31, 1996 for Messrs. Trainor, DeWitt, Crichton and Sedwick respectively.
Messrs. Trainor, DeWitt, Crichton and Sedwick's employment agreements
automatically renew for two consecutive three year terms unless notice of
termination is given one year prior to the end of the then current term. The
agreements provide for the payment of minimum annual compensation of $400,000
for Mr. King, $200,000 for Mr. Trainor, $293,000 for Mr. DeWitt, $210,000 for
Mr. Crichton and $175,000 for Mr. Sedwick. Since expiration of his full-time
employment on June 30, 1995, Mr. King has acted in a consulting capacity and,
pursuant to his agreement, will act as a consultant until June 30, 1998, at a
compensation level equal to $516,667 per year. Pension and other deferred
benefits to which Mr. King is entitled are being paid in addition to the above
amount. Their respective agreements prohibit Messrs. King, Trainor, DeWitt,
Crichton and Sedwick from competing with the present or future business of the
Company for two years subsequent to the termination of their respective
employments. Mr. Trainor presently receives base compensation under his
agreement at an annual rate of $550,000, Mr. DeWitt receives $357,000, Mr.
Crichton receives $285,000 and Mr. Sedwick receives $260,000.
Mr. King's employment agreement contains an additional provision
permitting him to participate for the remainder of his life in any medical,
hospitalization or other health plan of the Company provided Mr. King pays all
premiums attributable to such coverage.
The named executives' respective employment agreements contain provisions
that protect the executives from termination of employment in the event of a
hostile change in control as defined in their employment agreements. These
provisions require, in the event of termination, payment of three times the
respective executive's then current annual base salary and bonus, 100% vesting
in all benefit plans in which the executive participates and three additional
years of benefit service credited to the executive under the Company's
retirement plans. Additionally, all life and medical insurance plans would be
continued for three years for each terminated executive.
OTHER INFORMATION CONCERNING THE COMPANY
Board of Directors and Its Committees
Five meetings of the Board of Directors were held during the fiscal year
ended June 30, 1997. Each director of the Company attended at least 75% of the
meetings held during the year by the Board and all committees on which the
director served with the exception of Mr. Bolten, Jr. who attended 40% of the
meetings.
The Board has a Salary and Employee Benefits Committee consisting of
Messrs. Greeley (Chairman), Brown, Dennis and Hogan. During fiscal 1997, the
Committee held two meetings. The Committee makes recommendations to the Board
on the compensation of the top management of the Company and reviews the
compensation of top divisional management of the Company. Between meetings of
the Board of Directors, the Committee exercises the powers of the Board
pertaining to the Employee Stock Purchase Plan and the 1994 Stock Option Plan.
Messrs. Brown (Chairman), Greeley and Landry serve on the Company's Audit
Committee. During fiscal 1997, the Committee met on two occasions. The Audit
Committee reviews, both prior to and after the audit, the Company's financial
reporting function, the scope and results of the audit performed (or to be
performed) by the independent auditors of the Company and the adequacy of the
Company's internal controls and reports thereon to the Board of Directors.
During the fiscal year, the Nominating Committee of the Board consisted
of Messrs. Dennis (Chairman), Brown and King. The function of the Committee is
to consider and recommend to the Board nominees for election as directors of
the Company. The Committee will consider nominees recommended by stockholders.
Although no formal procedure has been established, stockholders may submit
recommendations to the Secretary of the Company, 6 Manor Parkway, Salem, New
Hampshire 03079 at the time set forth for submitting shareholder proposals
generally.
During fiscal 1997, the Company paid certain non-employee directors
$19,000 as a retainer plus $1,000 for each Board meeting attended. Each
director also received $750 for each Committee meeting attended. Additionally,
non-employee directors serving as Committee chairmen were paid $1,000 for
serving in that capacity for the fiscal year.
Certain Transactions
The Company utilizes the services of the law firm of Hale & Dorr, of
which a corporation controlled by Mr. Dennis was Of Counsel for a portion of
the fiscal year.
Indebtedness of Management
The Company has a Stock Option Loan Plan pursuant to which it has made
loans to employees to enable them to exercise stock options. Loans under this
plan are made at market interest rates at the time the loan is extended. The
loans must be repaid within ten years. Regular quarterly payments are made
which reduce the outstanding indebtedness. The Company holds as collateral all
stock received on the exercise of options under this plan.
The largest amount of indebtedness outstanding under this plan as to
certain directors and officers of the Company at any time since the beginning
of the last fiscal year, as well as the amount outstanding as of July 31, 1997,
are as follows:
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 1996 July 31, 1997
---------- ------------ -------------
Edward J. Trainor $ 97,099 $87,633
Lindsay M. Sedwick $249,290 $ -0-
PROPOSAL 2--EMPLOYEE STOCK PURCHASE PLAN
The Standex International Corporation Employee Stock Purchase Plan (the
"Plan") is intended to be a successor to the Company's Employee Stock Purchase
Plan approved by the stockholders in September, 1985 which expires on September
30, 1997 (the "1985 Plan"). Under the 1985 Plan, 578,481 shares have been
purchased leaving 21,519 shares remaining for issuance.
The Plan was adopted by the Board of Directors on July 30, 1997 and, will
commence October 1, 1997, subject to the approval of the stockholders. The Plan
will allow up to 400,000 shares of Common Stock to be purchased by U.S.
resident employees who are not 5% stockholders of the Company. The purpose of
the Plan is to provide a convenient low cost vehicle for employees to become
investors in the Company. There are approximately 1080 employees who
participate in the 1985 Plan out of 3,862 eligible employees. The Board
believes that employees who acquire a proprietary interest in the Company
through the purchase of stock will be more highly motivated to advance the
interests of the Company. The complete Plan as submitted for approval is set
forth in Exhibit A and the following description is subject in all respects to
the provisions of the Plan.
Description of Material Features of the Plan
Eligibility. A U.S. resident employee who works 20 hours or more per week
is eligible to participate in the Plan as of the first day of any calendar
quarter after the employee becomes employed by the Company. Non-employee
directors and employees (i) who are customarily employed for not more than five
months in any calendar year or (ii) who own 5% or more of the voting stock of
the Company are not eligible. All eligible employees enjoy equal rights and
privileges under the Plan.
Stock Subject to the Plan. The stock offered under the Plan consists of
shares of the Common Stock of the Company, par value $1.50 per share, and may
include authorized but unissued shares or treasury shares. At July 31, 1997,
the market value of the Common Stock was $29.50.
Purchase of Stock. The Plan grants to each eligible employee an option,
on the first business day of each quarter, to purchase shares of Common Stock
on the last business day of each quarter. The price paid is 85% of the market
price on the New York Stock Exchange at the beginning or end of the quarter,
whichever is less. The purchase price will be paid by payroll deductions which
may not exceed 10% of gross compensation up to a maximum of $7,500 per year.
Participation. A participant may increase or decrease his/her payroll
deduction once every three months. A participant may withdraw from the Plan at
any time but may not reenter the Plan until the commencement of the calendar
quarter following the expiration of three months from his/her last termination
of participation. In the event of termination of participation, any
withholdings made from the participant's pay during the current quarter shall
be either used to purchase shares under the Plan at the end of that quarter or,
if the participant so requests prior to the end of that quarter, refunded to
the participant. Upon termination of employment, a certificate will be issued
for all whole shares totaling 100 or more and a check will be issued for any
fractional shares remaining in the participant's account. Shares totaling less
than 100 will be sold by the transfer agent and the proceeds remitted to the
participant.
Amendment, Termination. Either the Board of Directors of the Company or
the Salary and Employee Benefits Committee of the Board of Directors of the
Company (the "Committee") may amend or terminate the Plan at any time, except
that, without the approval of a majority of the shares of stock of the Company
then issued and outstanding and entitled to vote, no amendment shall be made
(i) increasing the aggregate number of shares which may be issued under the
Plan (except pursuant to recapitalizations, reclassifications, stock splits,
stock dividends or other subdivisions or combinations affecting the Common
Stock) or (ii) changing the class of employees eligible to receive options
under the Plan.
Taxes. The Plan is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended. This
section provides that participants do not realize any income at the date of
grant or at the time or receipt of the shares and that such income is postponed
until they dispose of the shares. The tax consequences to participants upon
disposition is dependent upon the variables determining the option price, the
sale price and the holding period. The Company is entitled to a deduction under
Section 162 of the Internal Revenue Code only to the extent that ordinary
income is realized by the participant as a result of disqualifying
dispositions.
Administration. The Plan will be administered by the Committee which is
empowered to adopt rules and regulations concerning the administration and
interpretation of the Plan.
Plan Duration. The Plan will continue in effect until (i) the day that
participants become entitled to purchase a number of shares equal to or greater
than the number of shares remaining available for purchase or (ii) terminated
by the Committee.
Participation in the Plan is voluntary and is dependent upon each
eligible employee's election to participate and such employee's determination
as to the level of payroll deductions. Accordingly, future purchases under the
Plan are not determinable. The following table sets forth certain information
regarding shares purchased during the last fiscal year under the 1985 Plan by
each of the named executive officers qualified to be participants under the
Plan, all current executive officers as a group and all employees and
non-executive officers as a group:
Number of
Name and Position Dollar Value ($) Shares Purchased
----------------- ---------------- ----------------
Edward J. Trainor
President/CEO $ 5,616 241
Thomas H. DeWitt
Executive Vice President/Administration -0- -0-
David R. Crichton
Executive Vice President/Operations -0- -0-
Lindsay M. Sedwick
Senior Vice President of Finance/CFO -0- -0-
All Executive Officers as a Group (7 persons) $ 5,616 241
All employees and Non-Executive Officers as a Group
(approximately 1080 persons) $1,996,047 84,943
Effect of Vote. A favorable vote by the holders of a majority of the
Company's Common Stock present or represented and entitled to vote at the
Annual Meeting, at which a quorum is present, is required to adopt the Plan.
The Board of Directors recommends a vote "FOR" the proposal to adopt the
Standex International Corporation Employee Stock Purchase Plan. Proxies
solicited by the Board of Directors will be voted FOR this proposal unless a
contrary vote is specified.
PROPOSAL 3--APPROVAL OF AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Deloitte & Touche LLP, independent public accountants, as
auditors of the Company for the year ending June 30, 1998. This firm and two
predecessor firms have been auditors of the Company since 1955.
It is expected that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders where they will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
OTHER PROPOSALS
Management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented at the meeting,
it is the intention of the persons named in the accompanying proxy to vote, or
otherwise act, in accordance with their judgment on such matters.
Compliance With The Securities Exchange Act
Pursuant to the Securities Exchange Act of 1934, the Company's executive
officers and directors are required to file reports of ownership and changes in
ownership in the Common Stock of the Company with the Securities and Exchange
Commission and the New York Stock Exchange with copies of those reports filed
with the Company.
Based solely upon a review of the copies of the reports furnished to the
Company, the Company believes that during fiscal 1997 all executive officers
and directors have complied with such filing requirements except Samuel S.
Dennis 3d who filed one late Form 4 report for one transaction which occured in
May, 1997. That report was ultimately filed in August, 1997.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for consideration at the
1998 Annual Meeting of Stockholders must submit such proposal to the Company in
writing on or before May 17, 1998.
By the Board of Directors
Richard H. Booth, Secretary
September 19, 1997
EXHIBIT A
STANDEX INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
This Plan affords certain employees of Standex International Corporation
(the "Company") and its wholly-owned subsidiaries ("Subsidiaries") an
opportunity to obtain shares of the Common Stock of the Company on a
favorable basis.
2. Stock Subject to Plan.
The stock to be offered under this Plan will be shares of the Common
Stock of the Company, par value $1.50 per share, ("Standex stock") and
may include authorized but unissued shares or treasury shares. Subject to
adjustment as provided in Section 12, the aggregate amount of stock which
may be purchased under this Plan shall not exceed 400,000 shares of
Standex stock (as presently constituted).
3. Employees Eligible to Participate.
An employee shall become eligible to participate in this Plan as of the
first day of any calendar quarter after he/she becomes employed by the
Company or any of its Subsidiaries if the employee is employed within the
United States and is compensated in U.S. currency. Non-employee directors
of the Company and employees, (i) whose customary employment is for
twenty hours or less per week, (ii) who are customarily employed for not
more than five months in any calendar year or (iii) who own 5% or more of
the voting stock of the Company, are not eligible. All eligible employees
shall enjoy equal rights and privileges under this Plan.
4. Grant of Option to Purchase.
Each eligible employee ("Participant") is granted, on the first business
day of each quarter (the "Grant Date"), an option to purchase, on the
last business day of each quarter (the "Purchase Date"), such number of
shares (including fractional shares) of Standex stock as may be purchased
by the aggregate amount deducted from his/her compensation during said
quarter at a price equal to the lesser of:
(a) 85% of the opening price on the Grant Date; or
(b) 85% of the closing price on the Purchase Date.
The opening and closing prices shall be determined by reference to the
opening and closing prices on the principal national securities exchange
on which Standex stock is listed for trading. A business day shall be
defined as a day on which the national securities exchanges are open for
trading.
5. Participation
Each Participant may participate in the Plan at the beginning of any
calendar quarter by completing and forwarding a "Payroll Deduction
Authorization Form For Purchase of Standex International Stock" to
his/her appropriate payroll location before the commencement of the
quarter. The form will authorize regular payroll deductions from the
Participant's compensation to commence at the beginning of the calendar
quarter specified in the form. The Company will maintain payroll
deduction accounts for all Participants.
The amount deducted must be at least $5.00 per week for employees paid on
a weekly basis and $20.00 per month for employees paid on any other
basis. In addition, the amount deducted may not exceed the higher of:
(a) 10% of the "Compensation" (as defined below) received by the
Participant from the Company in the prior calendar year divided by
either 52 (for employees paid on a weekly basis) or 24 (for
employees paid on a semi-monthly basis); or
(b) 10% of the Participant's current annual base salary, if any,
divided by either 52 or 24, as appropriate,
provided, however, that the amount deducted shall not exceed $144.23 per
week (for employees paid on a weekly basis) or $312.50 per pay period
(for employees paid on a semi-monthly basis).
"Compensation" shall mean base salary and/or net commissions paid by the
Company plus any bonus amounts paid by the Company but excluding any
amounts received from the Profit Improvement Participation Shares Plan.
A Participant may increase or decrease his/her payroll deduction once
every three months by filing a new Payroll Deduction Authorization Form.
The change may not be effective sooner than the next pay period after the
receipt of the Form.
A Participant may terminate his/her participation in the Plan at any time
but may not re-enter the Plan until the commencement of the calendar
quarter following the expiration of three months from his/her last
termination of participation.
Participation in the Plan shall be wholly voluntary. No employee may
purchase shares under the Plan to the extent such purchase would result
in the ownership by him/her of more than 5% of the voting stock of the
Company. For the purposes of the preceding sentence, the rules of Section
424(d) of the Internal Revenue Code of 1986, as amended, (the "Code")
shall apply in determining the stock ownership of an individual and stock
which the Participant may purchase under outstanding options shall be
treated as stock owned by the Participant.
6. Purchase of Shares.
So long as a Participant maintains his/her participation in the Plan, the
number of shares computed under Sections 4 and 5 will automatically be
purchased on the Purchase Date and shares will be issued to the
Participant after the 15th day of the following month will be held in
book entry form at the transfer agent of the Company. The number of
shares purchased shall be shown on a statement issued to the Participant
after the 15th day of the month following the Purchase Date. Certificates
will not be issued unless the Participant specifically so requests in
writing to the transfer agent of the Company. Upon receipt of such
request, certificates shall be in whole shares.
All purchases of Standex stock under this Plan must be made by payroll
deductions only.
7. Designation of Accounts.
Accounts may be designated in the name of the Participant or, if he/she
so indicates on the Payroll Deduction Authorization Form, in the
Participant's name jointly with a member of his/her family (who is not a
minor) with right of survivorship. A Participant who is a resident of a
jurisdiction which does not recognize such a joint tenancy, may have
their account designated in his/her name as tenant in common with a
member of his/her family, without right of survivorship.
8. Rights as a Stockholder.
The rights and privileges of a stockholder of the Company shall exist
with respect to the shares purchased under this Plan when a statement has
been issued evidencing the shares purchased for the Participant.
9. Rights on Retirement, Death, Termination of Employment or Termination of
Participation.
In the event of a Participant's retirement, death, termination of
employment or termination of participation during a calendar quarter, any
withholdings made from the Participant's pay during the current quarter
shall be either used to purchase shares under the Plan at the end of that
quarter or, if the Participant so requests prior to the end of that
quarter, refunded to the Participant.
In the case of retirement, death or termination of employment, a
certificate will then be issued for all whole shares in book entry form
totaling 100 or more and a check will be issued for any fractional shares
remaining in the Participant's account. If, in any such case, the total
shares in book entry form are less than 100, the transfer agent of the
Company will sell the shares in the account as soon as practicable upon
receiving notice from the Company that the Participant retired, died or
terminated employment.
In the case of a termination of participation by a Participant who will
continue as an employee of the Company or one of its wholly-owned
subsidiaries, the book entry account of such Participant will be
maintained.
10. Rights Not Transferable.
Rights under this Plan are not transferable by a Participant other than
by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Code (26 U. S. C.
Section 1 et. seq.) or Title I of the Employment Retirement Income
Security Act or rules thereunder and are exerciseable during his/her
lifetime only by the Participant.
11. Application of Funds.
All funds received or held by the Company under this Plan may be used for
any corporate purpose.
12. Adjustment in Case of Changes Affecting Standex Stock.
If the outstanding shares of Standex stock are changed by reason of a
recapitalization or reclassification or if there shall be a stock split,
stock dividend, subdivision or combination affecting the Standex stock,
an appropriate and proportionate adjustment shall be made in the maximum
number and kind of shares subject to this Plan. A corresponding
adjustment changing the number or kind of shares allocated to unexercised
options which shall have been granted prior to any such change shall
likewise be made. Adjustments under this Section 12 shall be made by the
Board of Directors of the Company, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive.
13. Administration.
The Salary and Employee Benefits Committee of the Board of Directors of
the Company (the "Committee") which shall be made up of two or more
directors each of whom is a disinterested person as that term is defined
in Section 16b-(3)(c)(2)(i) of the Securities Exchange Act of 1934 (the
"1934 Act"), may from time to time impose, amend or repeal such
regulations, not inconsistent herewith, as it may deem necessary for the
proper administration of the Plan. However, such regulations shall
neither permit nor deny participation in the Plan contrary to the
requirements of the Code (including, but not limited to, Section
423(b)(3), (4) and (8) thereof) and regulations promulgated thereunder.
14. Amendment of the Plan.
Either the Board of Directors of the Company or the Committee may at any
time, or from time to time, amend this Plan in any respect, except that,
without the approval of a majority of the shares of stock of the Company
then issued and outstanding and entitled to vote, no amendment shall be
made
(a) increasing the aggregate number of shares which may be issued under
this Plan (other than as provided in Section 12); or
(b) changing the class of employees eligible to receive options under
this Plan.
15. Effective Date of Plan.
This Plan shall take effect October 1, 1997, provided that it is approved
by the holders of a majority of the shares of the Common Stock of the
Company present, in person or by proxy, and entitled to vote at the
Annual Meeting of Stockholders within the 12 months following that date.
16. Termination of the Plan
This Plan and all rights of employees under any offering hereunder shall
terminate:
(a) on the day that Participants become entitled to purchase a number
of shares equal to or greater than the number of shares remaining
available for purchase. If the number of shares entitled to be
purchased is greater than the shares remaining available, the
available shares shall be allocated by the Committee among such
participating employees in such manner as they deem fair; or
(b) at any time, at the discretion of the Committee.
Upon termination of this Plan, all amounts in the accounts of
Participants, to the extent not used to purchase shares under the Plan,
shall be promptly refunded.
17. Leaves of Absence
If a Participant ceases to receive compensation because of an authorized
leave of absence, sick leave, military service or layoff or if a
Participant becomes temporarily ineligible because of a change of
employment status, the payroll deductions under this Plan will be
automatically suspended. Such payroll deductions will only be
re-established after the individual returns to full employment status.
18. Government Regulations.
The Company's obligation to sell and deliver Standex stock under this
Plan is subject to compliance with any governmental law, regulation or
other requirement in connection with the authorization, issuance or sale
of such stock.
19. Limitation Required by the Code.
No Participant shall be permitted to purchase shares of Standex stock
under all stock purchase plans of the Company, its parents or
subsidiaries, at a rate which exceeds $25,000 of fair market value of
such shares (determined as of the Grant Date) in any calendar year.
20. Application of Section 16 of the 1934 Act.
With respect to persons subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the
extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.
[COMMON STOCK PROXY CARD]
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR
PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE, YOU MAY VOTE
YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Edward J. Trainor and Thomas H. DeWitt
as proxies, with full power of substitution, and hereby authorizes them or any
of them to vote the stock of the undersigned at the Annual Meeting of
Stockholders of Standex International Corporation (the "Company") to be held
at BankBoston, N.A., 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 28, 1997 at 11:00 a.m., and at any adjournments thereof, as indicated
below on the proposals described in the Notice and Proxy Statement for such
meeting and in their discretion on other matters which may properly come
before the meeting.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposals 2 and 3.
(Important-To be Signed and Dated on Reverse Side)
[X] Please mark votes as in this example.
1. Election of Directors
To fix the number of Directors at fourteen.
For three-year terms expiring in 2000:
William R. Fenoglio, Walter F. Greeley, C. Kevin Landry, H. Nicholas Muller,
III, Ph.D., Edward J. Trainor
FOR [ ] WITHHELD [ ]
[ ]
--------------------------------------
For all nominees except as noted above
2. To approve the adoption of a new Employee Stock Purchase Plan covering
400,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve the selection of Deloitte & Touche LLP as independent auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To transact such other business as may come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Signature: Date: Signature: Date:
-------------- -------- ------------ --------
[ESOP PROXY CARD]
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE,
YOU MAY VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
As a participant in the Standex International Corporation Employees'
Stock Ownership Plan (the "Plan"), I hereby direct the trustee of the Plan
in which I participate to vote all vested shares allocated to my account
under such Plan on June 30, 1997 in accordance with the instructions on the
reverse side of this proxy card or, if no instructions are given, in
accordance with the Board of Directors' recommendations, on all items of
business to come before the Annual Meeting of Stockholders to be held at
BankBoston, N.A., 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 28, 1997 at 11:00 a.m., and at any adjournments thereof. Under the
Plan, the shares for which no signed proxy card is returned, or for which
voting instructions are not timely received or are improperly executed shall
be voted by the trustee in the same proportions on each proposal for which
properly executed instructions were timely received.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposals 2 and 3.
(Important-To be Signed and Dated on Reverse Side)
[X] Please mark votes as in this example.
1. Election of Directors
To fix the number of Directors at fourteen.
For three-year terms expiring in 2000:
William R. Fenoglio, Walter F. Greeley, C. Kevin Landry, H. Nicholas Muller,
III, Ph.D., Edward J. Trainor
FOR [ ] WITHHELD [ ]
[ ]
--------------------------------------
For all nominees except as noted above
2. To approve the adoption of a new Employee Stock Purchase Plan covering
400,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve the selection of Deloitte & Touche LLP as independent auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To transact such other business as may come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Signature: Date: Signature: Date:
------------- -------- -------------- -------