SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional proxy materials
[ ] Soliciting material pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Standex International Corporation
(Name of Registrant as Specified in Its Charter)
Deborah A. Rosen, Senior Corporate Attorney
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Rules 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transactions
computed pursuant to Exchange Act Rule 0-11.(1)
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and indentify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
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Standex
6 Manor Parkway
Salem, New Hampshire 03079
September 16, 1994
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 The First National
Bank of Boston, 100 Federal Street, Boston, Massachusetts on Tuesday, October
25, 1994 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,
Thomas L. King
Chairman of the Board
Chief Executive Officer
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 The First National Bank of Boston, 100 Federal
Street, Boston, Massachusetts on Tuesday, October 25, 1994, at 11:00 A.M.
local time for the following purposes:
1. To fix the number of directors at thirteen and to elect five
directors to hold office for three-year terms ending on the date of
the Annual Meeting of Stockholders in 1997;
2. To approve the appointment of Deloitte & Touche as independent
auditors of the Company for the fiscal year ending June 30, 1995;
3. To approve the adoption of the 1994 Stock Option Plan; 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 7, 1994
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Richard H. Booth, Secretary
September 16, 1994
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 25, 1994
This Proxy Statement is being furnished on or about September 16, 1994
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 25, 1994. 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 ratification of the appointment of Deloitte & Touche as
independent auditors and approval of the 1994 Stock Option Plan 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 ratification of the appointment of Deloitte & Touche as
independent auditors and the adoption of the 1994 Stock Option Plan,
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 7, 1994 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 14,601,491
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 Corporate Investor
Communications, Inc. to assist in soliciting proxies by mail, telephone,
facsimile and personal interview for a fee estimated at approximately
$3,000.00.
PROPOSAL 1 - ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to fix the number of
directors at thirteen and to elect as directors Messrs. Thomas H. DeWitt,
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
1997 unless authority to vote for the election of directors is withheld by
marking the proxy to that effect.
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,
1994 follows:
<TABLE>
<CAPTION>
Nominees for Director Principal Occupations During
For Terms Past Five Years And
Expiring In 1997 Certain Other Directorships
<S> <S>
Thomas H. DeWitt Executive Vice President/Administration of the Company
Director Since 1987 since January 1987; General Counsel of the Company since
Age 52 October 1985; Secretary of the Company from July 1984 to
March 1988.
Walter F. Greeley Chairman, High Street Associates, Inc. (a management and
Director Since 1989 acquisition group) since 1988; Senior Vice President and
Age 63 Secretary, Cabot Corporation from 1985 to 1988.
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 50 thereto Managing Partner of TA Associates.
H. Nicholas Muller, III, Ph.D. Director of the State Historical Society of Wisconsin since
Director Since 1984 October 1985.
Age 55
Edward J. Trainor President and Chief Operating Officer of the Company since
Age 54 July 1994; 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.
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1995 Certain Other Directorships
<S> <S>
William L. Brown* Chairman of the Board of Bank of Boston Corporation and
Director Since 1961 The First National Bank of Boston from January 1983 to
Age 72 March 1989.
Director of G.C. Companies, Inc., Stone & Webster,
Incorporated, 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 since August 1984 and Chief
Age 64 Executive Officer of the Company since July 1985.
Director of Augat Inc.
Sol Sackel Former Senior Vice President of the Company.
Director Since 1983
Age 70
Lindsay M. Sedwick Vice President of the Company since January 1990 and
Director Since 1992 Treasurer of the Company since January 1986.
Age 59
<CAPTION>
Directors to Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1996 Certain Other Directorships
<S> <S>
John Bolten, Jr.+ Consultant to the Company.
Director Since 1955
Age 74
David R. Crichton Executive Vice President/Operations of the Company since
Director Since 1992 June 1989, and President of the Standex Precision Engineering
Age 56 Division of the Company from June 1987 to May 1989.
Samuel S. Dennis 3d*+ Senior Partner, Hale & Dorr (Attorneys), Boston, MA; Vice
Director Since 1955 President of the Company from November 1957 to June 1989.
Age 84
Director of Augat Inc.
Daniel B. Hogan, Ph.D. President, The Apollo Group (Management Consultants) since
Director Since 1983 1991; Vice President and Director, Research and Develop-
Age 51 ment, McBer Co. 1990; Management Consultant from 1989
through 1990; Psychologist, McLean Hospital, Belmont, MA
and Instructor of Psychology, Harvard Medical School,
Cambridge, MA from 1983 through 1989.
<FN>
<F+> Founder of the Company.
<F*> Member of the Executive Committee of the Board of Directors.
</TABLE>
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 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.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
Percent of
No. of Outstanding
Name Shares Common Stock
<S> <C> <C>
John Bolten, Jr. 344,099(3) 2.4
William L. Brown 48,360 **
David R. Crichton 36,330(2) **
Samuel S. Dennis 3d 569,811(4) 3.9
Thomas H. DeWitt 89,909(2)(5) **
Walter F. Greeley 2,004 **
Daniel B. Hogan, Ph.D. 13,914(6) **
Thomas L. King 256,204(2) 1.8
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 3,630 **
Sol Sackel 10,416 **
Lindsay M. Sedwick 47,125(2) **
Edward J. Trainor 16,756(2) **
All Directors and Executive Officers 1,455,735 9.9
as a Group (15 Persons)
<FN>
<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 40,968 shares
for Mr. DeWitt, 1,200 shares for Mr. Greeley, 4,000 shares for Mr. Landry,
1,300 shares for Mr. Sedwick, and 7,690 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 (794), Mrs. Dennis (61,000), Mr. Hogan's
children (6,000), Mrs. Landry and their children (137,254), 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, 1994, which are vested to the
accounts of Messrs. King, DeWitt, Sedwick, Crichton and Trainor. These
individuals have voting power over the shares allocated to them in this plan,
but no investment power; however, 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, 1994: Mr. King (25,200), Mr.
Trainor (5,200), Mr. DeWitt (14,800) and Mr. Sedwick (14,532).
<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 246,670 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 13,000 shares held in a trust as to which Mr.
DeWitt is a co-trustee.
<F6> The number listed includes 6,040 shares held in a testamentary estate as
to which Mr. Hogan is executor.
</TABLE>
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, 1994.
<TABLE>
<CAPTION>
Beneficial Ownership
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
<S> <C> <C>
State Street Bank and Trust Company, as Trustee of 1,729,515(1) 11.8
the Standex International Corporation Employees'
Stock Ownership Trust,
225 Franklin Street, Boston, MA
FMR Corp. 852,900(2) 5.8
82 Devonshire Street
Boston, MA 02109-3614
Neuberger & Berman 1,112,400(3) 7.6
605 Third Avenue
New York, NY 10158
<FN>
<F1> This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
<F2> FMR Corp. is a parent holding company of Fidelity Management and
Research Company, an investment advisory company that manages funds for
investment companies. Its beneficial ownership, as set forth in its most
recent statement, filed as of December 31, 1993 pursuant to Section 13G of the
Securities Exchange Act of 1934 (the "Act"), consists of 852,900 shares over
which it has sole dispositive power and 19,400 shares over which it has sole
power to vote or direct the vote.
<F3> Neuberger & Berman is both a broker or dealer and an investment advisory
company that manages funds for clients. Its beneficial ownership as set forth
in its most recent statement, filed as of December 31, 1993, pursuant to
Section 13G of the Act consists of 346,400 shares over which it has sole power
to vote or to direct the vote, 35,000 shares over which it has shared voting
power and 1,112,400 shares over which it has shared power to dispose or to
direct the disposition.
</TABLE>
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,
1989 and the reinvestment of all dividends.
<TABLE>
<CAPTION>
Standex S & P
Measurement Period International Russell Manufacturing
Fiscal Year Covered Corporation 2000 (Div. Ind.)
<S> <C> <C> <C>
Measurement Pt.-6/30/89 $100 $100 $100
FYE 6/30/90 $103 $103 $123
FYE 6/30/91 $101 $104 $131
FYE 6/30/92 $143 $119 $129
FYE 6/30/93 $186 $151 $153
FYE 6/30/94 $241 $157 $171
</TABLE>
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 total amount awarded to top Divisional management (approximately 85
employees) under this Program 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.
Bonus awards to top Divisional management are based 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 (as a percentage of base salary) are equal to the average percentage
of base salary awarded to all divisional executives in that year. In this way,
bonus awards received by corporate executive officers are directly tied to the
performance of the operating units.
PIPS Plan
The Company's PIPS Plan is intended to provide an incentive to a broad
group of approximately 265 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 Committee approves grants of PIPS shares each year, including those
to executive officers of the Company, based on operational and individual
performance. Awards are weighted toward the employees who have the greatest
potential to impact the earnings per share of the Corporation. 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.
The PIPS awards, in addition to providing a direct link to increases in
earnings per share and an indirect link to increases in the market price of
the stock, also create an incentive for participants to remain with the
Company for the long term. PIPS vest one-third per year in the last three
years of each five year term. Therefore, a participant leaving the Company
prior to the maturity year forfeits all non-vested PIPS.
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 1985 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 six
months from the date of grant. Non-qualified stock options may be granted
below fair market value on the date of grant and generally vest in
installments over a period of years. This vesting feature of 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.
1993 Compensation of the Chief Executive Officer
As Chairman and Chief Executive Officer, Mr. King is responsible for
advancing the performance, growth and prospects of the Company's diverse
worldwide businesses. In fiscal 1993, under his leadership, the Company had an
outstanding year. Net income increased 9.6% and earnings per share were up
19.5%. Sales exceeded $500 million for the first time in the history of
Standex. Return on equity was a record 19.8%. The total return to stockholders
in fiscal 1993 (market appreciation plus dividends paid) was 29.5%.
Based on the strong performance of the Company during fiscal 1993, the
Committee recommended, and the Board approved, an increase of 10% in Mr.
King's base salary to $715,000, effective October 1, 1993. As is its custom,
the Committee approved a bonus award which, as a percentage of Mr. King's base
salary, was equal to the average percentage of base salary awarded to all
Divisional executives for fiscal 1993 (24.6%). In addition, the Committee
awarded Mr. King a PIPS grant equal to 3.5% of the total shares awarded. This
was a slight increase from the prior year's figure of 3%.
Special Performance Bonus
At a meeting of the Salary and Employee Benefits Committee in September,
1993, a review was conducted of the outstanding performance of the Company
since Mr. King became President in July, 1985. The total return to
stockholders during this nine year period was 293.2% (a 16.4% annual compound
rate of return) and the market capitalization of the Company grew from $166.2
million to $315.8 million as of June 30, 1993.
One of the programs which Mr. King initiated, the Stock Repurchase
Program, has been particularly successful in increasing the earnings per share
of the Company and thereby creating stockholder value. Since the inception of
this program, a total of 15,565,705 shares have been repurchased (through June
30, 1993) at an average cost of $11.01 per share.
The Committee decided to retain the services of KPMG Peat Marwick to
study the compensation of Mr. King in light of the Company's strong
performance. The study indicated that, while the total cash compensation paid
to Mr. King was in line with the 75th percentile of comparable companies
(diversified manufacturing companies with sales between $300 and $800
million), his long-term compensation was below the comparison group. The
survey indicated that other public companies had used special awards to
recognize superior executive accomplishments. This survey concluded that a
special award would be justified in order to more adequately reward Mr. King
for the increase in value which his leadership has brought Standex
stockholders.
After further consideration, the Committee recommended, and the full
Board approved in June, 1994, a special one-time performance bonus to Mr. King
of $1 million. This bonus was accrued in the accounts of the Company in fiscal
1994 and was fully deductible by the Company for income tax purposes.
Salary and Employee Benefits Committee
Walter F. Greeley, Chairman
William L. Brown
Samuel S. Dennis 3d
Daniel B. Hogan
Compensation Committee Interlocks and Insider Participation
Mr. Dennis was Vice President of the Company from November 1957 through
June 1989. In addition, the Company utilizes the services of the law firm of
Hale & Dorr, of which a corporation controlled by Mr. Dennis is a senior
partner.
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 1994, 1993
and 1992, the cash compensation as well as certain other compensation, paid to
the named executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Awards
Annual Compensation Securities Payouts
Name and Fiscal Underlying LTIP All Other
Principal Position Year Salary($) Bonus($) Options(#) Payouts($)(3) Compensation(4)
<S> <C> <C> <C> <C> <C> <C>
Thomas L. King 1994 $698,750 $1,160,000(2) $110,400 $42,123(5)
Chairman & CEO 1993 $635,000 $ 128,600 $157,500 $37,358(5)
1992 $582,500 $ 110,000 $ 54,000 *
Edward J. Trainor(1) 1994 $222,500 $ 70,000 $ 40,480 $ 8,988(6)
President 1993 $195,000 $ 55,000 20,000 $ 21,000 $10,264(6)
Thomas H. DeWitt 1994 $304,250 $ 72,100 $ 55,200 $ 6,778(7)
Executive Vice President/ 1993 $289,250 $ 60,600 $ 78,750 $ 6,848(7)
Administration 1992 $272,250 $ 53,000 $ 18,000 *
David R. Crichton 1994 $221,250 $ 51,700 $ 27,600 $ 6,427(7)
Executive Vice President/ 1993 $203,750 $ 40,300 $ 19,950 $ 6,465(7)
Operations 1992 $181,250 $ 33,000 $ 15,750 *
Lindsay M. Sedwick 1994 $190,000 $ 43,100 8,000 $ 25,760 $ 4,988
Vice President & 1993 $168,750 $ 32,700 $ 13,650 $ 4,947
Treasurer 1992 $142,500 $ 30,000 $ 10,800 *
<FN>
<F1> Mr. Trainor became President of the Company on July 27, 1994, and was a
Vice President of the Company from July 29, 1992 through July 27, 1994.
<F2> This amount includes a $1,000,000 special bonus awarded to Mr. King and
discussed in the Salary and Employee Benefits Committee report beginning on
page 9.
<F3> LTIP Payouts reflects payments received by the named executive officers
pursuant to the Company's profit improvement plan described on page 15.
<F4> 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 1994
is $4,988 for each named executive and during fiscal 1993 are: Messrs. King,
DeWitt, Crichton and Trainor, $5,264 respectively and Mr. Sedwick $4,947.
<F5> 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 1994
and 1993, respectively and $5,041, the premium paid by the Company for
additional group term life insurance in 1994.
<F6> This amount also includes a performance bonus of $4,000 awarded to Mr.
Trainor in 1994 and a performance bonus of $5,000 awarded in 1993.
<F7> This amount includes the dollar value of term life insurance premiums
paid by the Company (Mr. DeWitt-$1,790 in 1994 and $1,584 in 1993; Mr.
Crichton-$1,439 in 1994 and $1,201 in 1993).
</TABLE>
Stock Options
The following two tables provide information on stock option grants made
to the named executive officers in fiscal year 1994, options exercised during
fiscal year 1994 and options outstanding on June 30, 1994.
STOCK OPTION GRANTS IN FISCAL 1994
<TABLE>
<CAPTION>
Number of
Securities % of Total Grant Date
Underlying Options Granted Exercise or Present
Options to Employees Base Price Expiration Value
Name Granted(#)(1) in Fiscal Year ($/Sh) Date ($)(2)
<S> <C> <C> <C> <C> <C>
Thomas L. King -0- - - - -
Thomas H. DeWitt -0- - - - -
David R. Crichton -0- - - - -
Edward J. Trainor -0- - - - -
Lindsay M. Sedwick 8,000 21.62% $16.00 07/13/01 $71,040
<FN>
<F1> Below market grant of non-qualified option first exercisable one year
from date of grant in annual increments of one-fifth of aggregate shares
subject to grant and all shares subject to option exercisable on and after the
fifth anniversary of the date of grant. In order to exercise the option, the
employee must be employed by the Company or the exercise must be within three
months of termination of employment, unless such termination is due to death
or disability.
<F2> In accordance with Securities and Exchange Commission Rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of the option granted. Assumptions used to calculate Grant Date Present
Value of all option shares granted during the fiscal year were: expected
volatility-0.22; risk free rate of return-7.0%; dividend yield-2.13%; and time
of exercise - 8 years. The valuation model was not adjusted for non-
transferability, risk of forfeiture or the vesting restrictions in the option.
The Company does not believe that the Black-Scholes model or any other model,
whether or not modified, can accurately determine the future value of an
option because such values depend on future unpredictable factors. The future
values realized may vary significantly from the values estimated by the Black-
Scholes model or any other model. Any future values realized will ultimately
depend upon the excess of the market price of the stock over the grant price
on the date the option is exercised.
</TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1994
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
Shares Acquired Value At Fiscal Year End Fiscal Year End($)(2)
Name On Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Thomas L. King 8,000 $122,480 25,200 16,800 $472,500 $315,000
Edward J. Trainor 6,800 $144,340 5,200 18,400 $ 64,220 $211,880
Thomas H. DeWitt 4,000 $ 71,240 14,800 10,800 $266,240 $202,500
David R. Crichton 7,800 $298,264 -0- 10,800 -0- $202,500
Lindsay M. Sedwick 1,900 $ 34,789 12,932 12,800 $222,299 $172,000
<FN>
<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, 1994 market price of $26.25 less the price
to be paid upon exercise.
</TABLE>
Long Term Incentive Plan
The following table provides information regarding awards made to the
named executive officers during fiscal 1994 under the Company's profit
improvement plan. Each year certain eligible employees are granted profit
improvement participation shares ("PIPS") which mature in five years vesting
one-third per year in the last three years of the five year term. At maturity,
the increase, if any, in the earnings per share of the Company over the base
year is accorded a price/earnings ratio of 10 and is paid to the participant
in cash. There is no maximum payout. The figures in the Target column were
calculated based on the assumption that the payout rate on the PIPS shares
granted in 1993 would be equal to the actual payout rate on shares maturing in
1994.
LONG TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock
Number of Shares, Performance or Price Based Plans
Units or Other Other Period Until Target
Name Rights(#) Maturation or Payout ($ or #)
<S> <C> <C> <C>
Thomas L. King 6,000 5 years $46,500
Edward J. Trainor 2,500 5 years $19,375
Thomas H. DeWitt 2,500 5 years $19,375
David R. Crichton 2,200 5 years $17,050
Lindsay M. Sedwick 2,000 5 years $15,500
</TABLE>
Pension Plan Table
The following table shows the estimated annual benefits payable upon
retirement for the named executive officers in the compensation and years of
service classifications indicated under the Company's pension plan.
<TABLE>
<CAPTION>
Years of Service
Average Compensation 10 20 25 30
<C> <C> <C> <C> <C>
100,000 13,500 27,000 33,750 40,500
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
900,000 121,500 243,000 303,750 364,500
</TABLE>
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 monthly compensation is determined by adding the three highest
consecutive years' earnings and dividing by thirty-six.
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
pension 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 will be accounted for by the Company as an
operating expense.
The compensation covered by the pension plan is based on the combined
amounts set forth under the headings "Salary", "Bonus" and "LTIP Payouts" of
the Summary Compensation Table. However, the $1 million bonus paid to Mr. King
is excluded by agreement from compensation covered by the pension plan. The
years of credited service as of June 30, 1994 for the executive officers named
on the Summary Compensation Table are as follows: Thomas L. King-30 years;
Edward J. Trainor-10 years; Thomas H. DeWitt-21 years; David R. Crichton-22
years and Lindsay M. Sedwick-24 years.
Employment Agreements
Messrs. King, DeWitt, Crichton, Sedwick and Trainor each have employment
agreements with the Company which provide for full-time employment until June
30, 1995 for Mr. King and January 31, 1996 for Messrs. DeWitt, Crichton,
Sedwick and Trainor respectively. Messrs. DeWitt, Crichton, Sedwick and
Trainor'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, $293,000 for Mr. DeWitt,
$210,000 for Mr. Crichton, $175,000 for Mr. Sedwick and $200,000 for Mr.
Trainor. After expiration of his full-time employment (or any renewal period),
or upon an earlier termination by the Company due to disability, Mr. King will
act in a consulting capacity for a period of three years at a compensation
level equal to two-thirds of the higher of (i) his then annual base
compensation or (ii) the minimum figure indicated above. Pension and other
deferred benefits to which Mr. King is then entitled may be paid in addition
to the above amounts. Their respective agreements prohibit Messrs. King,
DeWitt, Crichton, Sedwick and Trainor from competing with the present or
future business of the Company for two years subsequent to the termination of
their respective employments. Mr. King presently receives base compensation
under his agreement at an annual rate of $715,000, Mr. Trainor receives
$330,000, Mr. DeWitt receives $308,000, Mr. Crichton receives $225,000 and Mr.
Sedwick receives $195,000.
Mr. King's employment agreement contains an additional provision
permitting him to participate for the remainder of his life, after termination
of his employment with the Company, 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
Six meetings of the Board of Directors were held during the fiscal year
ended June 30, 1994. 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 50% of the
meetings.
The Board has a Salary and Employee Benefits Committee consisting of
Messrs. Brown, Greeley, (each of whom served as Chairman for part of the
fiscal year), Dennis and Hogan. During fiscal 1994 the Committee held four
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 1985 Stock Option Plan.
Messrs. Brown (Chairman), Greeley and Landry serve on the Company's
Audit Committee. During fiscal 1994, 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 1994, the Company paid certain non-employee directors
$17,000 as a retainer plus $1,000 for all Board meetings 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 is a senior partner.
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. Since July 1,
1984, loans under this plan have been made at market interest rates at the
time the loan is extended. Prior to that time, an interest rate of 6% was
used. 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,
1994, are as follows:
<TABLE>
<CAPTION>
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 1993 July 31, 1994
<S> <C> <C>
Lindsay M. Sedwick $172,250 $171,007
</TABLE>
PROPOSAL 2 - APPROVAL OF AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Deloitte & Touche, independent public accountants, as
auditors of the Company for the year ending June 30, 1995. This firm and two
predecessor firms have been auditors of the Company since 1955.
It is expected that representatives of Deloitte & Touche 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.
PROPOSAL 3 - APPROVAL OF 1994 STOCK OPTION PLAN
The Board of Directors has adopted the 1994 Stock Option Plan (the "1994
Plan") and has recommended it to stockholders for approval. The 1994 Plan will
replace the 1985 Stock Option Plan (the "1985 Plan") which expires on July 31,
1995. The 1994 Plan continues many of the features of the 1985 Plan which was
approved by the stockholders. The Board believes that over the years the
Company's stock option plans have benefited stockholders by allowing the
Company to attract, retain and motivate key employees and recommends that the
stockholders approve the 1994 Plan.
The principal features of the 1994 Plan are described below. The full
text of the 1994 Plan is annexed hereto as Exhibit A and should be referred to
for a complete description of its provisions.
1994 Stock Option Plan
General. The 1994 Plan provides for the grant of incentive stock options
meeting the requirements of Section 422A of the Internal Revenue Code of 1986
(the "Code") which are granted at the fair market value of stock on the date
of grant. In addition, the plan provides for the grant of non-statutory stock
options which do not meet the requirements of the Code and which are granted
at or less than fair market value but not less than 50% of the fair market
value on the date of grant. All options under the 1994 Plan are granted to key
management personnel. Approximately 100 employees of the Company will be
eligible to participate in the 1994 Plan. The 1994 Plan would make options
covering 400,000 shares of the Common Stock of the Company available for
issuance. The market value of the Common stock on August 30, 1994 was $27.75.
Administration. The 1994 Plan is administered by the Salary and Employee
Benefits Committee of the Board of Directors (the "Committee") which has
authority to determine: the individuals to whom options will be granted; the
time at which options will be granted; the number of shares subject to each
option; the type of option granted; and the period during which each option
may be exercised.
Eligibility. Employees and non-employee officers of the Company or any
subsidiary selected by the Committee are eligible to receive options under the
1994 Plan. To qualify as incentive stock options, options must meet additional
Federal tax requirements including a limitation in the aggregate value of
shares subject to incentive stock options exerciseable annually by an employee
and restrictions in exercisability while certain previously granted incentive
stock options are outstanding. Additionally, incentive stock options will not
be granted to an employee who, immediately before the grant, owns more than
10% of the Common Stock of the Company. Further the net maximum number of
shares of Common Stock with respect to which options may be granted to any
employee shall not exceed 400,000 shares during the 10-year term of the 1994
Plan.
Purchase Price. Under the 1994 Plan the purchase price of each share of
Common Stock upon the exercise of any incentive option issued will be the fair
market value per share (as determined by the Committee) on the date the option
is granted. The purchase price of each share of Common Stock pursuant to the
grant of a non-statutory option may be between 50% and 100% of such fair
market value on the date the option is granted. Payment of the purchase price
will be made in cash or in shares of Common Stock owned by the option holder
and valued at the fair market value on the business day preceding the exercise
of the option. Shares which were acquired by the previous exercise of a stock
option may be used to exercise any option after any waiting period established
by the Committee has been satisfied.
Employees may take advantage of the Standex Stock Option Loan Plan to
exercise stock options. This plan, which makes loans available to all
employees holding options, is explained in more detail under the caption
"Indebtedness of Management" on page 19.
Duration of Options. Options must be granted under the 1994 Plan within
ten years of the Plan's adoption date (July 27, 1994) and each option must be
exercised within ten years from the date of grant or within such other lesser
period set by the Committee. Unless the Committee specifies otherwise, options
may be exercised at any time during their term except that no option may be
exercised during the first six months of its term. Generally the Committee has
required a vesting schedule on non-statutory options of from three to five
years.
At the time of the exercise of an option, the holder must be, and have
been continuously, since the date of the grant of the option, employed by the
Company or one of its subsidiaries or be a non-employee officer of the Company
or one of its subsidiaries, provided, however, that if a cessation of
employment is due to retirement, death or disability, and the option is non-
statutory, the option may be exercised within one year following such
cessation and shall continue to vest during that one year period. If cessation
of employment is due to any other reason, the non-statutory option must be
exercised within three months. Notwithstanding the foregoing, incentive stock
options must be exercised within three months of any termination not due to
death or disability, but may be exercised within one year of death or
disability. In no event shall an option be exercised beyond its term. The
Committee has the power to cancel any option if, in the opinion of the
Committee, the option holder engages in activities contrary to the interests
of the Company or any of its subsidiaries.
Non-Transferability. Options granted under the 1994 Plan are not
transferable other than at death and are exerciseable during the employee's
lifetime only by the employee.
Adjustments in Event of Capital Changes. The 1994 Plan provides for an
appropriate and proportionate adjustment in the number and kind of shares of
Common Stock authorized by the 1994 Plan and in the number and kind of shares
subject to outstanding options in order to compensate for any stock split,
stock dividend, subdivision or combination affecting the Common Stock. In the
event that the Company is merged or consolidated with another corporation or
in the event of a reorganization, a liquidation, the sale of substantially all
of the assets of the Company or the acquisition of more than 50% of the
outstanding voting stock of the Company by another corporation, the Board of
Directors shall make appropriate provisions for the protection of outstanding
options. Any adjustments described above will be made by the Board of
Directors of the Company which determination shall be conclusive.
Amendment; Termination. The Board of Directors may amend or terminate
the 1994 Plan at any time, provided that the Board may not, without
stockholder approval: (a) increase the maximum aggregate number of shares
which may be issued pursuant to the exercise of options granted under the 1994
Plan (except pursuant to recapitalizations, reclassifications, stock splits,
stock dividends or other subdivisions or combinations affecting the Common
Stock); (b) change the option exercise price of any outstanding option; (c)
increase the maximum term of any option; (d) materially modify the eligibility
requirements for participation in the plan; (e) materially increase the
benefits accruing to participants under the 1994 Plan, or make any other
changes requiring shareholder approval in order for the 1994 Plan to continue
to qualify pursuant to Rule 16-3 under Section 16 of the Securities Exchange
Act of 1934.
Change in Control. The 1994 Plan provides that all options outstanding
as of the date of a "Change in Control," as that term is defined in the plan,
shall become exerciseable in full whether or not otherwise exerciseable.
Federal Income Tax Consequences of Stock Options. In general, an option
holder will not be taxed nor will the Company be entitled to a deduction upon
the grant of either a non-statutory or an incentive stock option (ISO).
Similarly, the option holder will not have taxable income nor the
Company a deduction upon the exercise of an ISO (except that the individual
alternative minimum tax may apply). Upon exercise of a non-statutory stock
option, the option holder will generally recognize ordinary income in the
amount by which the fair market value (FMV) exceeds the option price. The
Company is entitled to a deduction for the same amount. In certain instances,
the stock received upon exercise of a non-statutory option may be subject to
certain restrictions (i.e. Section 16(b) of the Securities Exchange Act of
1934). In these cases, taxation (and the Company deduction) is deferred until
the restriction lapses unless the option holder makes an election under
Section 83(b) of the Code in which case the general requirements of income
recognition and deduction apply.
If the stock acquired as a result of an ISO exercise is disposed of
before expiration of the applicable ISO holding periods (disqualifying
disposition), the option holder shall recognize income and the Company shall
be entitled to a deduction in an amount equal to the lesser of the difference
between (1) FMV on the date of exercise and the option price or (2) the sales
price and FMV on the date of exercise. Otherwise, taxation to the individual
on disposition of stock acquired as a result of an ISO or non-statutory
exercise will depend upon the length of time the stock has been held. Such
dispositions will have no effect on the Company.
The Board of Directors recommends that stockholders vote FOR this proposal.
OTHER PROPOSALS
Management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented to 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 1994 all such filing
requirements applicable to executive officers and directors have been complied
with.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for consideration at the
1995 Annual Meeting of Stockholders must submit such proposal to the Company
in writing on or before May 19, 1995.
By the Board of Directors
Richard H. Booth, Secretary
September 16, 1994
EXHIBIT A
STANDEX INTERNATIONAL CORPORATION
1994 STOCK OPTION PLAN
1. Purpose. The purpose of this plan is to secure for Standex
International Corporation (the "Company") and its shareholders the benefits
arising from capital stock ownership by those key officers or employees of the
Company and of its subsidiaries who will be responsible for its future growth
and continued success. The Plan will provide a means whereby such officers or
employees may purchase shares of the Common Stock of the Company pursuant to
options.
2. Types of Options. Options shall be granted under this Plan by the
Salary and Employee Benefits Committee (the "Committee") of the Board of
Directors of the Company which shall be made up of two or more directors each
of whom is (i) a disinterested person, as that term is defined in Section 16b-
(3) of the Securities Exchange Act of 1934 (the "1934 Act"), as amended and
(ii) an outside director, as that term is defined in Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). Options may be either
incentive stock options ("Incentive Stock Options") meeting the requirements
of Section 422(b) of the Code or non-statutory options which are not intended
to meet the requirements of Section 422(b).
3. Administration. This Plan will be administered by the Committee,
whose construction and interpretation of the terms and provisions of this Plan
shall be final and conclusive.
The Committee may, in its sole discretion, grant options to purchase
shares of the Company's Common Stock to such key officers or employees as it
shall determine and shall issue shares upon exercise of such options. The
Committee shall have the authority to determine the time at which options will
be granted, the type of each option granted, the number of shares which will
be subject to each option as well as, subject to the provisions of this Plan,
the terms and provisions of each agreement with officers or employees covering
the options.
The Committee shall have authority, subject to the provisions of the
Plan, to construe the respective option agreements as well as this Plan and to
prescribe, amend and rescind such rules and regulations relating to this Plan
as it shall deem proper. The Committee shall make all determinations which, in
its judgment, are necessary or desirable for the proper administration of this
Plan. No member of the Committee shall be liable for any action or
determination concerning this Plan, if made in good faith.
4. Eligibility. Individuals who are key officers or employees of the
Company of any subsidiary corporation (including officers and directors who
are not employees) as determined, from time to time, by the Committee, shall
be eligible to participate in this Plan. Members of the Committee shall not be
eligible to be granted stock options under the Plan while serving on the
Committee. No person shall be granted any Incentive Stock Options under this
Plan who, at the time such option is granted, owns directly or indirectly,
Common Stock of the Company possessing more than 10% of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary.
5. Stock Subject to Plan. Subject to adjustment as provided in Section
14 hereof, the stock to be offered under the Plan shall consist of shares of
the Common Stock of the Company, par value $1.50 per share, and may include
authorized but unissued shares or previously issued shares reacquired by the
Company and held in its treasury. The aggregate amount of stock to be
delivered upon exercise of all options granted under the Plan shall not exceed
400,000 shares (as presently constituted). If any option granted hereunder
shall expire or terminate for any reason without having been exercised in
full, the unpurchased shares subject to such option shall again be available
for subsequent option grants under this Plan.
Subject to adjustment as provided in Section 14 hereof, the net maximum
number of shares of Common Stock with respect to which options may be granted
to any employee under the Plan shall not exceed 400,000 shares during the ten-
year term of the Plan. For the purposes of calculating such maximum number,
(a) an option shall continue to be treated as outstanding notwithstanding its
repricing, cancellation or expiration and (b) the repricing of an outstanding
option or the issuance of a new option in substitution for a cancelled option
shall be deemed to constitute the grant of a new additional option separate
from the original grant of the option that is repriced or cancelled.
6. Purchase Price. The purchase price of the stock covered by each
option shall be as follows: (a) the fair market value of such stock, as
determined by the Committee, on the date the option is granted in connection
with any incentive stock options granted hereunder and (b) at or below the
fair market value of such stock (but in no event less than 50% of the fair
market value of the stock), as determined by the Committee, on the date the
option is granted in connection with any non-statutory stock options granted
hereunder.
The purchase price of any shares purchased shall be paid in full at the
time of each such purchase as follows: (a) in cash, (b) by check payable to
the order of the Company, (c) by tender of stock certificates in proper form
for transfer to the Company, representing shares of the Company's Common Stock
valued at the fair market value of the Common Stock ( as determined by the
Committee) on the preceding business day, or (d) by any combination of the
foregoing, provided, however, that no shares may be tendered in payment of the
exercise price if such shares were acquired by previous exercise of an
incentive or non-statutory stock option unless and until a waiting period
established, from time to time, by the Committee has been satisfied. The
obligation to pay the purchase price in full as stated above shall not
preclude the option holder from borrowing funds from the Company pursuant to
any plan covering such loans as may then be in effect.
7. Duration of Options. Each option and all rights thereunder shall
expire on such date as the Committee may determine, which shall be, in no
event, later than ten years from the date in which the option is granted (or
such shorter period as may be applicable under Section 422 of the Code).
8. Exercise of Options. Any option may be exercised in whole at any time
or in part from time to time during its term, provided, however, that no
option may be exercised during the first six months of its term. Subject to
this limitation, the Committee may, in its discretion, provide that an option,
may not be exercised in whole or in part, for any further period or periods of
time specified by the Committee.
9. Nontransferability of Options. Options issued under this Plan shall,
by their terms, be nontransferable by the option holder, either voluntarily or
by operation of law, provided, however, that they may be transferred pursuant
to a will or to 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. Options shall be exercisable during the lifetime of the holder
only by the holder.
10. Effect of Termination of Employment. No option may be exercised
unless, at the time of such exercise, the option holder is, and has been
continuously since the date of grant of his or her option, an officer or
employee of the Company or one of its parent corporations or subsidiaries,
provided, however, that:
(a) if (i) the option is a non-statutory option and the option holder's
employment with the Company terminates other than by reason of the option
holder's death, disability or retirement, or (ii) if the option is an
incentive stock option and the option holder's employment with the Company
terminates other than by reason of the option holder's death or disability,
the option shall terminate and its exercisability shall cease to be
exercisable three months after the date that the option holder's employment
terminates;
(b) if a holder of an incentive stock option (i) becomes disabled (within
the meaning of Section 105(d)(4) of the Code) while in such employ or (ii)
dies while in such employ or within three months after the option holder
ceases to be such an officer or employee of the Company, such incentive stock
options may be exercised within a period of up to one year after the date the
option holder ceases to be such an officer or employee because of such
disability or death;
(c) if the holder of a non-statutory stock option (i) becomes disabled
(within the meaning of Section 105(d)(4) of the Code) while in such employ, or
(ii) dies while in such employ or within three months after the option holder
ceases to be such an officer or employee of the Company, or (iii) retires
under a retirement plan of the Company, such non-statutory stock options may
be exercised within a period of up to one year after the date the option
holder ceases to be such an officer or employee because of such disability,
death or retirement.
Notwithstanding the foregoing, no option may be exercised after the expiration
date of the option and options may be cancelled by the Committee at any time
if, in the opinion of the Committee, the option holder engages in activities
contrary to the interests of the Company or any of its subsidiaries. For all
purposes of this Plan and any option granted hereunder, "employment" shall be
defined in accordance with the provisions of Section 1.421-7(h) of the
Regulations under the Code (or any successor regulations).
Further, in the event of termination of employment resulting from the
retirement or disability of the option holder, any and all outstanding non-
statutory options, which are not fully vested, will continue to vest in
accordance with their respective provisions for a period of one year from the
date of termination of employment. In the case of all other terminations of
employment and in the case of incentive stock options, vesting will cease as
of the date of such termination.
11. Incentive Stock Options. The aggregate fair market value (determined
as of the respective date or dates of grant) of the Common Stock which may be
made the subject of Incentive Stock Options granted under this Plan (and under
any other incentive stock option plans of the Company, and any parent
corporation and subsidiary) and first exercisable by any officer or employee
in any one calendar year shall not exceed the sum of $100,000.
12. Issuance of Shares. No person entitled to exercise any option
granted under this Plan shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of stock issuable upon
exercise of such option until certificates representing such shares shall have
been issued and delivered. No shares shall be issued and delivered upon
exercise of any option unless and until, in the opinion of counsel for the
Company, any applicable registration requirements of the Securities Act of
1933, any applicable listing requirements of any national securities exchange
on which stock of the same class is then listed and any other requirements of
law or of any regulatory bodies having jurisdiction over such issuance and
delivery, shall have been fully complied with.
13. Investment Representation. The Company may require any option
holder, as a condition of exercising an option, to give written assurance in
form and substance satisfactory to the Company to the effect that such person
is acquiring the Common Stock subject to the option for his or her own
account, for investment and not with any present intention of selling or
otherwise distributing the same.
14. Adjustments. If the outstanding shares of the Common Stock of the
Company are changed by reason of a recapitalization or reclassification of the
Company's capital stock or if there shall be a stock split, stock dividend,
subdivision or combination affecting the Common Stock, an appropriate and
proportionate adjustment shall be made in the maximum number and kind of
shares as to which options may be granted under this Plan. A corresponding
adjustment changing the number or kind of shares allocated to unexercised
options or portions thereof, which shall have been granted prior to any such
change, shall likewise be made. Any such adjustment in the outstanding options
shall be made without change in the aggregate purchase price applicable to the
unexercised portion of the option but with a corresponding adjustment in the
price for each share or other unit of any security covered by the option.
In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of directors of
any corporation assuming the obligations of the Company, may, in its
discretion, take any one or more of the following actions, as to outstanding
options: (i) provide that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), provided that any such options substituted for incentive
stock options shall meet the requirements of Section 424(a) of the Code, (ii)
upon written notice to the option holders, provide that all unexercised
options will terminate immediately prior to the consummation of such
transaction unless exercised by the option holder within a specific period
following the date of such notice, (iii) in the event of a merger under the
terms of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the option holders
equal to the difference between (A) the Merger Price times the number of
shares of Common Stock subject to such outstanding options (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding options in exchange for the termination
of such options, and/or (iv) provide that all or any outstanding options shall
become exercisable in full immediately prior to such event.
Adjustments under this Section 14 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 and conclusive. No fractional
shares of stock shall be issued under the Plan for any such adjustment.
15. No Special Employment Rights. Nothing contained in this Plan or in
any option granted under this Plan shall confer upon any option holder any
right with respect to the continuation of his or her employment by the Company
(or any parent or subsidiary) or interfere in any way with the right of the
Company (or any parent or subsidiary), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the option holder from the rate
in existence at the time of the grant of an option. Whether an authorized
leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Board of
Directors at the time.
16. Other Employee Benefits. The amount of any compensation deemed to be
received by an officer or employee as a result of the exercise of a stock
option will not constitute "earnings" with respect to which any other employee
benefits of such officer or employee are determined, including, without
limitation, benefits under any pension, ESOP or life insurance plan.
17. Amendment, Suspension and Termination of the Plan. The Board of
Directors may, at any time and from time to time, suspend, terminate, modify
or amend this Plan in any respect, provided that (except to the extent
expressly required or permitted by the Plan) no such amendment shall, without
the approval of the shareholders of the Company, effectuate a change for which
shareholder approval is required in order for the Plan to continue to qualify
under Rule 16b-3 promulgated under Section 16 of the 1934 Act.
The termination or any modification or amendment of the Plan shall not,
without the consent of an option holder, affect his or her rights under an
option previously granted. The Board of Directors shall have the right to
amend or modify the terms and provisions of this Plan and of any outstanding
incentive stock options granted under this Plan to the extent necessary to
qualify any or all such options for such favorable Federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code.
18. Withholding. The Company's obligation to deliver shares upon the
exercise of any option granted under this Plan shall be subject to the option
holder's satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements. An option holder may elect to satisfy
all applicable Federal, state and local income and employment tax withholding
requirements by: (a) authorizing the Company to retain a portion of the option
shares; (b) delivering other already owned shares to the Company; (c) payment
in cash or by check; or (d) any combination of the foregoing.
19. 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 construed or deemed
amended, to the extent permitted by law, deemed advisable by the Committee and
necessary to conform with such requirements with respect to such person.
20. Effective Date and Expiration of Plan. This Plan shall be effective
on July 27, 1994, subject to its approval by the holders of a majority of the
outstanding Common Stock of the Company prior to December 31, 1994, and shall
expire automatically on July 27, 2004 (except as to options previously granted
and outstanding at the date).
21. Change in Control. Notwithstanding any other provision to the
contrary in this Plan, in the event of a Change in Control (as defined below),
all options outstanding as of the date such Change in Control occurs shall
become exercisable in full, whether or not otherwise exercisable in accordance
with their terms.
A "Change in Control" shall occur or be deemed to have occurred only if
any of the following events occur:
(a) any "person", as such term is used in Section 13(d) and 14(d) of the
1934 Act, (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned directly or indirectly by the stockholders of Company in substantially
the same proportion as their ownership of stock of the Company) is or becomes
the "beneficial owner" (as defined in Rule 13(d) under the 1934 Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities;
(b) individuals who, as of July 27, 1994, constitute the Board of Directors
of the Company (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director
subsequent to July 27, 1994 whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule 14a-
11 of Regulation 14A under the 1934 Act) shall be, for purposes of this
Section, considered a member of the Incumbent Board;
(c) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than (i) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity)
more than 80% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(as hereinabove defined) acquires more than 50% of the combined voting power
of the Company's then outstanding securities; or
(d) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets.
22. Foreign Jurisdictions. The Committee may adopt, amend and terminate
such arrangements, not inconsistent with the intent of the Plan as it may deem
necessary or desirable to make available tax or other benefits of the laws of
foreign jurisdictions to option holders who are subject to such laws.
COMMON STOCK PROXY CARD
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Thomas L. King 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 The First National Bank of Boston, 100 Federal Street, Boston,
Massachusetts, on Tuesday, October 25, 1994 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)
SEE REVERSE SIDE
1. Election of Directors
To fix the number of Directors at thirteen.
For three-year terms expiring in 1997;
Thomas H. DeWitt, 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 selection of Deloitte & Touche as independent auditors.
[ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. To approve the adoption of the 1994 Stock Option Plan covering 400,000
shares.
[ ] [ ] [ ]
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
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, 1994 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 on October 25, 1994, or any
adjournment thereof.
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)
SEE REVERSE SIDE
1. Election of Directors
To fix the number of Directors at thirteen.
For three-year terms expiring in 1997;
Thomas H. DeWitt, 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 selection of Deloitte & Touche as independent auditors.
[ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. To approve the adoption of the 1994 Stock Option Plan covering 400,000
shares.
[ ] [ ] [ ]
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
