SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) - December 10, 1998
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-07233 310569149
(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
6 Manor Parkway, Salem, New Hampshire 03079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603) 893-9701
[Not Applicable]
(Former name or former address, if changed since last report)
Item 5. Other Events.
On December 10, 1998, the Board of Directors of Standex
International Corporation (the "Company") declared a dividend of
one Right for each outstanding share of the Company's Common
Stock to stockholders of record at the close of business on
January 25, 1999 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one share of
Common Stock, $1.50 par value per share (the "Common Stock"), at
a Purchase Price of $95.00 in cash, subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement dated as of December 10, 1998 (the "Rights Agreement")
between the Company and BankBoston, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights will
separate from the Common Stock and a Distribution Date will occur
upon the earlier of (i) 10 business days (or such later date as
may be determined by the Board of Directors of the Company)
following the later of (a) a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common
Stock or (b) the first date on which an executive officer of the
Company has actual knowledge that an Acquiring Person has become
such (the "Stock Acquisition Date"), or (ii) 10 business days (or
such later date as may be determined by the Board of Directors of
the Company) following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of
Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock
outstanding, even without such notation, will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire upon the close of business on December 10, 2008
(the "Final Expiration Date") unless earlier redeemed or
exchanged as described below. As soon as practicable after the
Distribution Date, separate Rights Certificates will be mailed to
holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, and except for shares of
Common Stock issued upon exercise, conversion or exchange of then
outstanding options, convertible or exchangeable securities or
other contingent obligations to issue shares, only shares of
Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that any Person becomes an Acquiring Person,
unless the event causing the 15% threshold to be crossed is a
Permitted Offer (as defined in the Rights Agreement), then,
promptly following the first occurrence of such event, each
holder of a Right (except as provided below and in Section 7(e)
of the Rights Agreement) shall thereafter have the right to
receive, upon exercise, that number of shares of Common Stock of
the Company (or, in certain circumstances, cash, property or
other securities of the Company) which equals the exercise price
of the Right divided by 50% of the current market price (as
defined in the Rights Agreement) per share of Common Stock at the
date of the occurrence of such event. However, Rights are not
exercisable following such event until such time as the Rights
are no longer redeemable by the Company as described below.
Notwithstanding any of the foregoing, following the occurrence of
such event, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void. The event summarized
in this paragraph is referred to as a "Section 11(a)(ii) Event."
In the event that, at any time after any Person becomes an
Acquiring Person, (i) the Company is consolidated with, or merged
with and into, another entity and the Company is not the
surviving entity of such consolidation or merger (other than a
consolidation or merger which follows a Permitted Offer) or if
the Company is the surviving entity, but shares of its
outstanding Common Stock are changed or exchanged for stock or
securities (of any other person) or cash or any other property,
or (ii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter
have the right to receive, upon exercise, that number of shares
of common stock of the acquiring company which equals the
exercise price of the Right divided by 50% of the current market
price of such common stock at the date of the occurrence of the
event. The events summarized in this paragraph are referred to as
"Section 13 Events." A Section 11(a)(ii) Event and Section 13
Events are collectively referred to as "Triggering Events."
At any time after the occurrence of a Section 11(a)(ii)
Event, subject to certain conditions, the Board of Directors of
the Company may exchange the Rights (other than Rights owned by
such Acquiring Person which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
The Purchase Price payable, and the number of shares of
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain
rights or warrants to subscribe for Common Stock or convertible
securities at less than the then-current market price of the
Common Stock, or (iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained
earnings) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional shares of Common Stock
will be issued and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.
At any time prior to the earlier of (i) the tenth Business
Day (or such later date as may be determined by the Board of
Directors of the Company) after the Stock Acquisition Date, or
(ii) the Final Expiration Date, the Company may redeem the Rights
in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), payable in cash or stock. Immediately upon
the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price. The
Rights may also be redeemable following certain other
circumstances specified in the Rights Agreement.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above.
Subject to certain exceptions, any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the
Company prior to such time as the Rights are no longer
redeemable.
The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such
Exhibits.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
4.1 Form of Rights Agreement, dated as of December 10, 1998,
between Standex International Corporation and BankBoston, N.A.,
which includes as Exhibit A the Form of Rights Certificate, and
as Exhibit B the Summary of Rights to Purchase Common Stock.
99.1 Press Release, dated December 10, 1998 announcing adoption of
the Stockholder Rights Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: December 18, 1998 STANDEX INTERNATIONAL CORPORATION
By: /s/ Edward F. Paquette
Title: Vice President/CFO