UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1994 Commission File Number 1-7233
STANDEX INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-0596149
(State of incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)
(603) 893-9701
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $1.50
Per Share New York Stock Exchange
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
The aggregate market value of the voting stock held by non-affiliates of
the Registrant at July 31, 1994 was approximately $364,882,000.
The number of shares of Registrant's Common Stock outstanding on
September 7, 1994 was 14,601,491.
Portions of the 1994 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated September 16, 1994 are incorporated in Part III
of this report.
______________________________________________________________________________
______________________________________________________________________________
PART I
ITEM 1. BUSINESS
Standex* is a diversified manufacturing and marketing company with
operations in three product segments: Graphics/Mail Order, Institutional and
Industrial. Standex was incorporated in 1975 and is the successor of a
corporation organized in 1955.
The business of the Company is carried on within the three segments by a
number of operating units, each with its own organization. The management of
each operating unit has responsibility for product development, manufacturing,
marketing and for achieving a return on investment in accordance with the
standards established by Standex. Overall supervision, coordination and
financial control are maintained by the executive staff from its corporate
headquarters located at 6 Manor Parkway, Salem, New Hampshire. As of June 30,
1994, the Company had approximately 5,100 employees.
The principal products produced and services rendered by each of the
segments of Standex are incorporated herein by reference to pages 4 through 11
of the Annual Report to Stockholders for the fiscal year ended June 30, 1994
(the "1994 Annual Report"). Sales are made both directly to customers and by
or through manufacturers' representatives, dealers and distributors.
The major markets for the above products and services are as follows:
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order
. Educational and religious
Publishing:
Standard Publishing religious Sunday schools, churches,
periodicals, Sunday School vacation Bible schools; chain
literature and supplies of 16 Berean bookstores
. Commercial Printing General commerce and industry
. Binding Systems and Office Supplies:
Wire-O and Mult-O machinery and Printers, publishers of
complete binding systems checkbooks, calendars,
appointment books, cookbooks,
catalogs, manuals, etc.
*References in this Annual Report on Form 10-K to "Standex" or the
"Company" shall mean Standex International Corporation and its subsidiaries.
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order (continued)
. Binding Systems, etc. (Continued):
Specialized commercial and Manufacturers, advertisers,
government forms and printing department stores, magazines,
government and general industry
. Distribution of office supplies and General commerce and industry
furniture
. Mail Order:
Frank Lewis Grapefruit Club gift Direct to consumers
packages, Harry's Crestview Groves
grapefruit packages, grapefruit
juice, grapefruit sections, onions,
melons and roses
Institutional Products
. Food Service Equipment:
USECO food service equipment and Hospitals, schools, nursing homes,
patient feeding systems correctional facilities and
restaurants
Master-Bilt refrigerated beverage Hospitals, schools, fast food
cases, coolers and freezers; industry, restaurants, hotels,
Barbecue King ovens and baking clubs, supermarkets, beverage
equipment; Federal Industries industry, bakeries, dairy and
bakery and deli equipment; Mason convenience food chains
candlelamps; Coors restaurant china
and cookware; Red Goat waste
disposers; EPCO food racks; General
Slicing and Toastswell commercial
appliances
. Other Institutional Products:
Jarvis & Jarvis, Can-Am Casters and General industry, hospitals and
Wheels and PEMCO casters and supermarkets
wheels; industrial hardware
Snappy metal ducting and fittings Heating, ventilating and air
conditioning distributors
principally in Midwestern and
Southwestern United
States
MAJOR PRODUCTS MAJOR MARKETS
Institutional Products (continued):
. Other Institutional Products
(continued)
National Metal fabricated metal Restaurants, retail stores, office
products including Christmas tree furniture markets, stationary
stands, speciality hardware and supply houses and other industries
metal furniture
Williams chiropractic and traction Chiropractors and physical
tables and multi-therapy systems therapists
(Zenith and CombiTM brands)
Industrial Products
. Texturizing Systems:
Roehlen embossing rolls, machines General Industry (e.g. automotive,
and plates; Mold-Tech mold plastics, textiles, paper, building
engraving; Keller-Dorian print products, synthetic materials,
rolls appliances, business machines,
etc.)
. Metal and Machinery Products:
Procon rotary vane pumps Beverage industry, water
purification industry, industrial
heat exchanges and medical markets
Spincraft power metal spinning OEMs, turbine and generator
custom forming components for manufacturers, U.S. Government,
aircraft engines, gas turbines, food handling, construction
military ordnance and similar machinery, etc.
products
Custom Hoists single and double Automotive, construction, textile,
acting telescopic and piston rod and paper industries
hydraulic cylinders; Perkins
converting and finishing machinery
and systems; Alan Duffy web
slitting and rewinding machinery
MAJOR PRODUCTS MAJOR MARKETS
Industrial Products (continued)
. Electronics
Standex reed switches and relays; Telecommunications, consumer
EMI/RFI powerline filters; fixed electronics, automotive, security
and variable inductors and systems, communications equipment,
electronic assemblies; variable computers, instrumentation controls
mica capacitors; and tunable
inductors and micro coils
Van Products electrical connectors Air conditioning, refrigeration
Financial information on each of the product groups of Standex as well
as financial information of non-U.S. operations is incorporated by reference
to the note to the consolidated financial statements entitled Industry Segment
Information on page 20 of the 1994 Annual Report.
Raw Materials
Raw materials and components necessary for the fabrication of products and
the rendering of services for the Company are generally available from
numerous sources. The Company does not foresee any unavailability of
materials or components which would have any material adverse effect on its
overall business, or any of its business segments, in the near term.
Patents and Trademarks
The Company owns or is licensed under a number of patents and trademarks
in each of its product groups. However, the loss of any single patent or
trademark would not, in the opinion of the Company, materially affect any
segment.
<TABLE>
Backlog
<CAPTION>
Backlog at June 30, 1994 and 1993 is as follows (in thousands):
1994 1993
<S> <C> <C>
Graphics/Mail Order............ $7,599 $8,056
Institutional.................. 30,569 27,026
Industrial..................... 36,374 39,126
Total $74,542 $74,208
Substantially all of the backlog is expected to be realized as sales in
fiscal 1995.
</TABLE>
Competition
Standex manufactures and markets products many of which have achieved a
unique or leadership position in their market. However, the Company
encounters competition in varying degrees in all product groups and for each
product line. Competitors include domestic and foreign producers of the same
and similar products. The principal methods of competition are price,
delivery schedule, quality of services, product performance and other terms
and conditions of sale. During fiscal 1994, the Company invested $13,238,000
in new plant and equipment in order to upgrade facilities to become more
competitive in all segments.
International Operations
Substantially all international operations of the Company are related to
domestic operations and are included in all three product groups.
International operations are conducted at 34 plants, principally in Western
Europe. The industry segment information regarding non-U.S. operations on
page 20 of the 1994 Annual Report is incorporated herein by reference.
Research and Development
Due to the nature of the manufacturing operations of Standex and the types
of products manufactured, expenditures for research and development are not
material to any segment.
Environmental and Other Matters
To the best of its knowledge, the Company believes that it is presently in
substantial compliance with all existing applicable environmental laws and
does not anticipate that such compliance will have a material effect on its
future capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
At June 30, 1994, Standex operated a total of 86 principal plants and
warehouses located through the United States, Western Europe, Canada,
Australia and Mexico. The Company owned 48 of the facilities and the balance
were leased. In addition, the Company operated 18 retail stores in various
sections of the United States, of which 17 were leased. The approximate
building space utilized by each product group of Standex at June 30, 1994 is
as follows (in thousands):
Area in Square Feet
Owned Leased
Graphics/Mail Order............ 574 314
Institutional.................. 1,437 509
Industrial..................... 923 200
General Corporate.............. 29 -
Total..................... 2,963 1,023
In general, the buildings are in good condition, are considered to be
adequate for the uses to which they are being put and are in regular use.
The Company utilizes machinery and equipment which is necessary to conduct
its operations. Substantially all of such machinery and equipment is owned by
Standex.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of the
fiscal year.
EXECUTIVE OFFICERS OF STANDEX
Name Age Principal Occupation During the Past Five Years
Thomas L. King 64 Chairman of the Board of the Company since January
1992, President of the Company since August 1984
and Chief Executive Officer of the Company since
July 1985.
Edward J. Trainor 54 President of the Company since July 1994; Vice
President of the Company from July 1992 to July
1994 and President of the Standex Institutional
Products Group of the Company from January 1987
to July 1994.
David R. Crichton 56 Executive Vice President/Operations of the Company
since June 1989; and prior thereto, President of
Standex Precision Engineering Division of the
Company from June 1987 to May 1989.
Thomas H. DeWitt 52 Executive Vice President/Administration of the
Company since January 1987 and General Counsel
of the Company since October 1985.
Lindsay M. Sedwick 59 Vice President of the Company since January 1990
and Treasurer of the Company since January
1986.
Robert R. Kettinger 52 Corporate Controller of the Company since July
1991, and prior thereto Assistant Corporate
Controller of the Company.
Richard H. Booth 47 Corporate Counsel of the Company since June 1992
and Secretary of the Company since July 1992;
Vice President, General Counsel and Secretary of
Metcalf & Eddy Companies, Inc., from May 1989 to
November 1991 and prior thereto Senior Group
Counsel of The Gillette Company.
The executive officers are elected each year by the Board of Directors to
serve for one-year terms of office. There are no family relationships between
any of the directors or executive officers of the Company.
PART II
ITEM 5. MARKET FOR STANDEX COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
The principal market in which the Common Stock of Standex is traded is
the New York Stock Exchange. The high and low sales prices for the Common
Stock on the New York Stock Exchange and the dividends paid per Common Share
for each quarter in the last two fiscal years are incorporated by reference to
page 14 of the 1994 Annual Report. The approximate number of stockholders of
record on September 7, 1994 was 4,500.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1994 is
incorporated by reference to the table entitled "Five-Year Financial Review"
on page 14 of the 1994 Annual Report. This summary should be read in
conjunction with the consolidated financial statements and related notes
included in the 1994 Annual Report on pages 15 through 22, and Exhibit 11
contained herein.
ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations of the Company is incorporated by reference to pages 12 and 13
of the 1994 Annual Report.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
pages 14 through 23 of the 1994 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF STANDEX
Certain information concerning the directors of the Company is
incorporated by reference to pages 2 through 6 and page 23 of the Proxy
Statement of the Company, dated September 16, 1994 (the "1994 Proxy
Statement"). Certain information concerning the executive officers of the
Company is set forth in Part I under the caption "Executive Officers of
Standex."
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference
to pages 12 through 18 of the 1994 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The stock ownership of each person known to Standex to be the beneficial
owner of more than 5% of its Common Stock and the stock ownership of all
directors and executive officers of Standex as a group are incorporated by
reference to pages 6 through 7 of the 1994 Proxy Statement. The beneficial
ownership of Standex Common Stock of all directors and executive officers of
the Company is incorporated by reference to pages 5 through 6 of the 1994
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to page 19 of the 1994 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The financial statements and schedules listed in the accompanying index
to Financial Statements and Schedules are filed as part of this Annual Report
on Consolidated Form 10-K.
(b) Reports on Form 8-K
Standex filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended June 30, 1994.
(c) Exhibits
3. (i) Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the
exhibits to the Quarterly Report of Standex on Form 10-Q
for the fiscal quarter ended December 31, 1986.
(ii) By-Laws of Standex, as amended, and restated on July 27,
1994.
4. (a) Agreement of the Company, dated September 15, 1981, to
furnish a copy of any instrument with respect to certain
other long-term debt to the Securities and Exchange
Commission upon its request is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1981.
(b) Shareholder Rights Plan and Trust Indenture of the Company
is incorporated by reference to Amendment No. 1 to Form 8A
filed with the Securities and Exchange Commission on May
16, 1989 and the Form 8A filed with the Securities and
Exchange Commission on February 3, 1989.
10. (a) Employment Agreement, dated July 1, 1988, between the
Company and Thomas L. King is incorporated by reference to
the exhibits to the Annual Report of Standex on Form 10-K
for the fiscal year ended June 30, 1988 (the "1988 10-K")
and Agreement to Amend Employment Agreement dated
September 18, 1989 is incorporated by reference to the
exhibits to the Annual Report of Standex on Form 10-K for
the fiscal year ended June 30, 1990 ("1990 10-K").
(b) Employment Agreement - 1993 Amendment dated July 28, 1993
between the Company and Thomas L. King is in corporate by
reference to the exhibits to the Annual Report of Standex
on Form 10-K for the fiscal year ended June 30, 1993
("1993 10-K").
(c) Employment Agreement dated January 29, 1993, between the
Company and Thomas H. DeWitt is incorporated by reference
to the exhibits to the 1993 10-K.
(d) Employment Agreement dated January 29, 1993, between the
Company and David R. Crichton is incorporated by reference
to the exhibits to the 1993 10-K.
(e) Employment Agreement dated January 29, 1993, between the
Company and Lindsay M. Sedwick is incorporated by
reference to the exhibits to the 1993 10-K.
(f) Employment Agreement dated January 29, 1993, between the
Company and Edward J. Trainor is incorporated by reference
to the exhibits to the 1993 10-K.
(g) Standex International Corporation Profit Improvement
Participation Shares Plan as amended and restated on July
1, 1989 is incorporated by reference to the exhibits to
the 1990 10-K.
(h) Standex International Corporation Stock Option Loan Plan,
effective January 1, 1985, as amended and restated on
January 26, 1994.
(i) Standex International Corporation Executive Security
Program as amended and restated on July 27, 1994.
(j) Standex International Corporation 1985 Stock Option Plan
effective July 31, 1985, as amended on October 30, 1990,
is incorporated by reference to the exhibits to the Annual
Report of Standex on Form 10-K for the fiscal year ended
June 30, 1991.
(k) Standex International Corporation Stock Appreciation
Rights Plan effective July 31, 1985, is incorporated by
reference to the exhibits to the 1985 10-K.
(l) Standex International Corporation Executive Life Insurance
Plan effective April 27, 1994.
(m) Standex International Corporation 1994 Stock Option Plan
effective July 27, 1994.
11. Computation of Per Share Earnings.
13. The Annual Report to Stockholders of the Company for the fiscal
year ended June 30, 1994 (except for the pages and information
thereof expressly incorporated by reference in this Form 10-K,
the Annual Report to Shareholders is provided solely for the
information of the Securities and Exchanges Commission and is
not deemed "filed" as part of this Form 10-K).
21. Subsidiaries of Standex.
23. Independent Auditors' Consent.
24. Powers of Attorney of John Bolten, Jr., William L. Brown, David
R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F.
Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller,
III, Sol Sackel, and Lindsay M. Sedwick.
27. Financial Data Schedule.
(d) Schedules
The schedules listed in the accompanying Index to Financial Statements
and Schedules are filed as part of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Standex International Corporation has duly caused this
annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 13, 1994.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
By: /s/Thomas L. King
Thomas L. King, Chairman of
the Board, Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Standex
International Corporation and in the capacities indicated on September 13, 1994:
Signature Title
/s/Thomas L. King Chairman of the Board, Chief Executive
Thomas L. King Officer
/s/Lindsay M. Sedwick Vice President/Treasurer (Chief Financial
Lindsay M. Sedwick Officer)
/s/Robert R. Kettinger Corporate Controller (Chief Accounting
Robert R. Kettinger Officer)
Thomas L. King, pursuant to powers of attorney which are being filed with
this Annual Report on Form 10-K, has signed below on September 1, 1994 as
attorney-in-fact for the following directors of the Registrant:
John Bolten, Jr. Walter F. Greeley
William L. Brown Daniel B. Hogan
David R. Crichton C. Kevin Landry
Samuel S. Dennis 3d H. Nicholas Muller, III
Thomas H. DeWitt Sol Sackel
Lindsay M. Sedwick
/s/Thomas L. King
Thomas L. King
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
| Page No. in
Annual Report
("AR")
Financial Statements
Statements of Consolidated Income for the
Years Ended June 30, 1994, 1993 and 1992...................... AR 15
Consolidated Balance Sheets at June 30, 1994 and 1993........... AR 16
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1994, 1993 and 1992.................. AR 15
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1994, 1993 and 1992.................. AR 17
Notes to Consolidated Financial Statements...................... AR 18-22
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto........... AR 23
Schedules
Schedule II Account Receivable from Related Parties and
Underwriters, Promoters, and Employees other
than Related Parties......................... 16
Schedule V Property, Plant and Equipment.................. 17
Schedule VI Accumulated Depreciation and Amortization of
Property, Plant and Equipment................ 18
Schedule VIII Valuation and Qualifying Accounts.............. 19
Schedule X Supplementary Income Statement Information..... 20
Independent Auditors' Report relating to Schedules.............. 15
Schedules (consolidated) not listed above are omitted because of the
absence of conditions under which they are required or because the required
information is included in the financial statements submitted.
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART I
Item 1 Business........................................... AR 4-11
Industry Segment Information....................... AR 20
PART II
Item 5 Market for Standex Common Stock and Related
Stockholder Matters.............................. AR 14
Item 6 Selected Financial Data............................ AR 14
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. AR 12-13
Item 8 Financial Statements and Supplementary Data........ AR 14-23
PART III
Item 10 Directors and Executive Officers of Standex........ P 2-6;23
Item 11 Executive Compensation............................. P 12-18
Item 12 Security Ownership of Certain Beneficial Owners and
Management....................................... P 6-7; 5-6
Item 13 Certain Relationships and Related Transactions..... P 19
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
STANDEX INTERNATIONAL CORPORATION:
We have audited the consolidated financial statements of Standex
International Corporation and subsidiaries as of June 30, 1994 and 1993 and
for each of the three years in the period ended June 30, 1994, and have
issued our report thereon dated August 16, 1994; such financial statements
and report are included in your 1994 Annual Report to Stockholders and are
incorporated herein by reference. Our audits also included the financial
statement schedules of Standex International Corporation and subsidiaries,
listed in Item 14. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 16, 1994
<TABLE>
Schedule II
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS,
AND EMPLOYEES OTHER THAN RELATED PARTIES
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E
Balance at Deductions
Beginning Amounts Amounts Balance at End of Period
Name of Debtor (1) of Period Additions Collected Written Off Current Not Current
<S> <C> <C> <C> <C> <C> <C>
June 30, 1994:
Directors and officers, in excess
of $100,000 at any time during
the year:
Lindsay Sedwick ................... $154,904 $18,745 $2,642 - - $171,007
All Others .......................... 132,349 553,085 200,184 - - 485,250
Total.............................. $287,253 $571,830 $202,826 - - $656,257
June 30, 1993:
Directors and officers in excess
of $100,000 at any time during
the year:
Lindsay Sedwick.................... - $157,051 $2,147 - - $154,904
All Others........................... $121,734 154,699 144,084 - - 132,349
Total.............................. $121,734 $311,750 $146,231 - - $287,253
June 30, 1992:
All Directors and officers , none of
which had in excess of $100,000 at
any time during the year........... $271,845 $57,021 $207,132 - - $121,734
Total............................ $271,845 $57,021 $207,132 - - $121,734
_______________
(1) The Board of Directors of the Company has approved a Stock Option Loan Plan which makes loans available to all directors,
officers and employees holding stock options for the purpose of exercising the options. The loans bear interest at the rate of 6%
per year if issued prior to June 30, 1984; thereafter, the loans bear interest at market rates. The loan must be repaid within
ten years. Regular quarterly payments are made by the loan recipients which reduce the outstanding indebtedness. The Company
holds as collateral all stock received on the exercise of options under the Plan.
</TABLE>
<TABLE>
Schedule V
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E Column F
Balance at Other Changes--
Beginning Additions Reclassifications Balance at
Classification of Year at Cost Retirements Add (Deduct) End of Year
<S> <C> <C> <C> <C> <C>
June 30, 1994:
Land and land improvements........ $5,991,090 $157,407 $(16,500) $(53,857) $ 6,078,140
Buildings......................... 51,097,758 1,760,308 (1,540,594) (782,455) 50,535,017
Machinery and equipment........... 130,735,810 8,882,437(2) (2,143,603) (1,201,450) 136,273,194
Office furniture and fixtures..... 15,851,497 1,927,438 (833,141) (121,684) 16,824,110
Transportation equipment.......... 1,295,665 212,309 (177,308) (26,275) 1,304,391
Leasehold improvements............ 2,448,749 297,921 (141,435) (56,836) 2,548,399
Total......................... $207,420,569 $13,237,820 $(4,852,581) $(2,242,557)(1) $213,563,251
June 30, 1993:
Land and land improvements........ $5,971,804 $104,244 $- $(84,958) $5,991,090
Buildings......................... 50,631,844 1,325,875 (46,063) (813,898) 51,097,758
Machinery and equipment........... 129,314,927 7,716,877)(2) (4,001,421) (2,294,573) 130,735,810
Office furniture and fixtures..... 15,017,766 1,188,306 (211,293) (143,282) 15,851,497
Transportation equipment.......... 1,363,828 239,648 (260,610) (47,201) 1,295,665
Leasehold improvements............ 2,533,388 152,350 (11,611) (225,378) 2,448,749
Total......................... $204,833,557 $10,727,300 $(4,530,998) $(3,609,290)(1) $207,420,569
June 30, 1992:
Land and land improvements........ $5,461,879 $458,422 $(4,555) $56,058 $5,971,804
Buildings......................... 47,984,471 1,483,232 (100,986) 1,265,127 50,631,844
Machinery and equipment........... 116,670,163 11,133,621(2) (4,049,820) 5,560,963 129,314,927
Office furniture and fixtures..... 14,902,823 1,955,653 (2,039,771) 199,061 15,017,766
Transportation equipment.......... 1,286,254 141,168 (89,113) 25,519 1,363,828
Leasehold improvements............ 2,268,964 480,683 (257,899) 41,640 2,533,388
Total......................... $188,574,554 $15,652,779 $(6,542,144) $7,148,368(1) $204,833,557
(1) Includes foreign currency translation adjustments of $(2,176,215), $(3,471,259), and $2,314,616 in 1994, 1993 and 1992,
respectively, and other amounts which are the result of business acquisitions and dispositions.
(2) Primarily includes machinery and equipment used in the manufacturing process.
</TABLE>
<TABLE>
Schedule VI
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E Column F
Balance at Additions Other Changes--
Beginning Charged to Costs Reclassifications Balance at
Classification of Year and Expenses Retirements Add (Deduct) End of Year
<S> <C> <C> <C> <C> <C>
June 30, 1994:
Land and land improvements........ $627,508 $64,208 $- $(1,012) $690,704
Buildings......................... 20,141,593 1,456,901 (295,267) (207,143) 21,096,084
Machinery and equipment........... 82,781,232 8,368,717 (1,844,055) (946,497) 88,359,397
Office furniture and fixtures..... 10,921,944 1,524,884 (736,468) (55,790) 11,654,570
Transportation equipment.......... 790,034 186,106 (133,365) (14,156) 828,619
Leasehold improvements............ 1,239,243 151,208 (132,545) (21,211) 1,236,695
Total......................... $116,501,554 $11,752,024 $(3,141,700) $(1,245,809)(1) $123,866,069
June 30, 1993:
Land and land improvements........ $562,719 $64,978 $- $(189) $627,508
Buildings......................... 18,871,804 1,528,321 (37,621) (220,911) 20,141,593
Machinery and equipment........... 78,996,750 8,582,745 (3,358,682) (1,439,581) 82,781,232
Office furniture and fixtures..... 9,629,513 1,576,734 (191,596) (92,707) 10,921,944
Transportation equipment.......... 759,796 222,260 (163,916) (28,106) 790,034
Leasehold improvements............ 1,142,321 170,523 (1,935) (71,666) 1,239,243
Total......................... $109,962,903 $12,145,561 $(3,753,750) $(1,853,160)(1) $116,501,554
June 30, 1992:
Land and land improvements........ $498,322 $65,076 $(1,611) $932 $562,719
Buildings......................... 17,392,704 1,347,270 (92,887) 224,717 18,871,804
Machinery and equipment........... 73,031,350 7,961,264 (2,800,115) 804,251 78,996,750
Office furniture and fixtures..... 9,685,458 1,533,762 (1,641,933) 52,226 9,629,513
Transportation equipment.......... 617,446 199,257 (71,967) 15,060 759,796
Leasehold improvements............ 1,167,044 136,485 (164,609) 3,401 1,142,321
Total......................... $102,392,324 $11,243,114 $(4,773,122) $1,100,587(1) $109,962,903
(1)Includes foreign currency translation adjustments of $(1,182,309), $(1,811,257), and $1,217,972 in 1994, 1993 and 1992,
respectively, and other amounts which are the result of business acquisitions and dispositions.
</TABLE>
<TABLE>
Schedule VIII
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B Column C Column D Column E
Balance at Additions
Beginning Charged to Costs Charged to Balance at
Description of Year and Expenses Other Accounts Deductions End of Year
Allowances deducted from assets to
which they apply--for doubtful
accounts receivable:
<S> <C> <C> <C> <C> <C> <C>
June 30, 1994................... $2,666,975 $1,486,902 $(1,566,732) (1) $2,587,145
June 30, 1993................... $2,718,138 $1,778,740 $(1,829,903) (1) $2,666,975
June 30, 1992................... $2,557,318 $2,161,369 $(2,000,549) (1) $2,718,138
(1) Accounts written off--net of recoveries.
</TABLE>
<TABLE>
Schedule X
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the Years Ended June 30, 1994, 1993 and 1992
Column A Column B
Charged to Costs and Expenses
Item 1994 1993 1992
<S> <C> <C> <C>
Advertising costs.......... $8,128,263 $8,562,165 $9,157,419
Maintenance and repairs.... $8,019,546 $7,354,709 $6,919,721
</TABLE>
INDEX TO EXHIBITS
PAGE
3. (ii) By-Laws of Standex as amended and restated on
July 27, 1994 ............................................
10. (h) Standex International Corporation Stock Option Loan
Plan, as amended and restated on January 26, 1994 ........
(i) Standex International Corporation Executive Security
Program as amended and restated on July 27, 1994 .........
(l) Standex International Corporation Executive Life
Insurance Plan effective April 27, 1994 ..................
(m) Standex International Corporation 1994 Stock Option
Plan effective July 27, 1994 .............................
11. Computation of Per Share Earnings ........................
13. The Annual Report to Stockholders of the Company for the
fiscal year ended June 30, 1994 (except for the pages and
information thereof expressly incorporated by reference
in this Form 10-K, the Annual Report to Shareholders is
provided solely for the information of the Securities and
Exchanges Commission and is not deemed "filed" as part of
this Form 10-K) ..........................................
21. Subsidiaries of Registrant ...............................
23. Independent Auditors' Consent ............................
24. Powers of Attorney of John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry,
H. Nicholas Muller, III, Sol Sackel, and
Lindsay M. Sedwick .......................................
27. Financial Data Schedule ..................................
EXHIBIT
3(ii)
STANDEX INTERNATIONAL CORPORATION
(A Delaware Corporation)
BY-LAWS
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of
the Corporation shall be in the City of Wilmington, County of
New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also
have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of
stockholders, for the election of directors and the
transaction of any other business properly brought before the
meeting, shall, unless the Board of Directors shall determine
otherwise, be held at 11:00 a.m. on the last Tuesday of
October in each year, if not a legal holiday under the laws of
the State of Delaware, and if a legal holiday, then on the
next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
proscribed by statute or by the Certificate of Incorporation,
may be called by the Chief Executive Officer and shall be
called by the Chief Executive Officer or Secretary at the
request in writing of either a majority of the directors or
the holders of a majority of the capital stock of the
Corporation then issued and outstanding and entitled to vote.
Any such request shall state the purpose or purposes of the
proposed meeting. The business transacted at any special
meeting of stockholders shall be limited to the purpose or
purposes stated in the notice of the meeting.
Section 3. Notice of Meetings. Except as otherwise
expressly required by law, notice of each meeting of
stockholders, whether annual or special, shall be given, not
less than ten nor more than sixty days before the date on
which the meeting is to be held, to each stockholder of record
entitled to vote thereat by delivering a notice thereof to him
personally, or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the
books of the Corporation, unless he shall have filed with the
Secretary a written request that notices intended for him be
sent to him at the address designated in such request. Notice
shall be in writing and shall state the time when and the
place where it is to be held. In the case of special
meetings, the notice shall also indicate that it is being
issued by or at the direction of the person or persons calling
the meeting and shall state the purpose or purposes for which
the meeting is called. Notice of any adjourned meeting of
stockholders shall not be required to be given except where
expressly required by law or as required by Section 6 of this
Article II.
Section 4. Place, Date and Time of Meeting. Meetings
of the stockholders of the Corporation shall be held at such
place, date and time as may be fixed by the Board of
Directors. If the Board shall not fix a place for such
meetings, they shall be held at the principal executive
offices of the Corporation in Salem, New Hampshire.
Section 5. List of Stockholders. The officer who has
charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the meeting,
and may be inspected by any stockholder who is present.
Section 6. Quorum; Adjournments. Except as otherwise
provided by statute or by the Certificate of Incorporation,
the holders of a majority of the stock issued and outstanding
and entitled to vote at a meeting of stockholders present in
person or represented by proxy, shall constitute a quorum for
the transaction of business. If however, such quorum shall
not be present at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty days or, if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 7. Voting; Proxies. When a quorum is obtained
at any meeting, the vote of the holders of a majority of the
capital stock having voting power present in person or
represented by proxy shall decide any matters brought before
such meeting, unless the matter is one upon which, by express
provision of law or of the Certificate of Incorporation, a
different vote is required, in which case such express
provision shall govern and control the decision of such
matter. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall, at every meeting of
stockholders, be entitled to one vote for each share of the
capital stock having voting power held by such stockholder and
present in person or represented by proxy at the meeting. No
proxy shall be voted after three years from its date, unless
the proxy provides for a longer period. In each election of
directors, the candidates receiving the highest number of
votes, up to the number of directors to be elected in such
election, shall be elected.
Section 8. Organization of Meetings. At every meeting
of stockholders, the Chairman of the Board, or in the absence
of the Chairman of the Board, the President or in the absence
of both the Chairman of the Board and the President, a Vice
President, or in the absence of the Chairman of the Board, the
President and all the Vice Presidents, a chairman chosen by
the stockholders, shall act as chairman; and the Secretary, or
in his absence, a person appointed by the chairman, shall act
as secretary.
Section 9. Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the Certificate of Incorporation,
any action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation, may be
taken without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so
taken shall be signed by the holders of all the outstanding
stock of the Corporation.
ARTICLE III
DIRECTORS
Section 1. Number and Term of Office. The Board of
Directors shall be composed of not less than seven nor more
than fifteen directors, as fixed by the stockholders from time
to time. Notwithstanding anything to the contrary contained in
the next paragraph or elsewhere in these By-Laws, no change in
the number of directors shall result in the removal of any
director prior to the expiration of his term of office or the
reduction of his term of office. The directors shall be
elected at the Annual Meeting of Stockholders, except as
provided in Section 3 of this Article III. Directors need not
be stockholders.
The directors shall be divided into three classes: Class
I, Class II, and Class III. Such classes shall be as nearly
equal in number as possible. The term of office of the Class
I directors shall expire at the Annual Meeting of Stockholders
in 1981; the term of office of the Class II directors shall
expire at the Annual Meeting of Stockholders in 1980; the term
of office of the Class III directors will expire at the Annual
Meeting of Stockholders in 1979; or in each case thereafter
when their respective successors are elected and have
qualified or upon their earlier death, resignation or removal.
At each annual election held after classification and the
initial election of directors according to classes, the
directors chosen to succeed those whose terms then expire
shall be identified as being of the same class as the
directors they succeed and shall be elected for a term
expiring at the third succeeding Annual Meeting of
Stockholders or in each case thereafter when their respective
successors are elected and have qualified or upon their
earlier death, resignation or removal. If the number of
directors is changed, any increase or decrease in directors
shall be apportioned among the classes so as to maintain all
classes as nearly equal in number as possible and any
individual director elected to any such class shall hold
office for a term which shall coincide with the term of such
class.
Section 2. Resignations; Removals. Any director may
resign at any time by giving written notice to the Board of
Directors, to the Chief Executive Officer or to the Secretary.
Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein,
and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
A director may be removed from office only for cause, by vote
of the stockholders or by action of the Board.
Section 3. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a
sole remaining director, and any director so chosen shall hold
office until the next election of the class for which such
director shall have been chosen, and until his successor is
duly elected and qualified or until his earlier death,
resignation or removal. If there are no directors in office,
then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court
of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number
of shares at the time outstanding having the right to vote for
such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.
Section 4. Power to Manage Business. The business and
affairs of the Corporation shall be managed by, or under the
direction of, its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and
things as are not, by statute or by the Certificate of
Incorporation or by these By-Laws, directed or required to be
exercised or done by the stockholders.
Section 5. Annual Meeting. Immediately after each
annual election of directors, the Board of Directors shall
meet for the purpose of organization, election of officers and
the transaction of other business, at the place where such
election of directors was held. Notice of such meeting need
not be given. In the absence of a quorum at said meeting, the
same may be held at any other time or place which shall be
specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.
Section 6. Regular Meeting. Regular meetings of the
Board of Directors may be held without notice at such time and
place as shall from time to time be determined by standing
resolution of the Board.
Section 7. Special Meetings; Notice. Special meetings
of the Board of Directors may be called by the Chairman of the
Board, by the President, or by two or more of the Directors,
and shall be held at such time and place as shall be given by
mail, telegram, telephone or orally, by or at the direction of
the person or persons authorized to call such meeting, to each
Director, not later than the day before the day on which the
meeting is to be held.
Section 8. Organization of Meetings. At every meeting
of the Board of Directors, the Chairman of the Board, if one
has been selected and is present, or in the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in
the absence of the Chairman of the Board and the Vice Chairman
of the Board, the President, or in the absence of the Chairman
of the Board, the Vice Chairman of the Board and the
President, a chairman chosen by a majority of the Directors
present, shall preside; and the Secretary or, in his absence,
a person appointed by the chairman, shall act as secretary.
Section 9. Quorum; Voting; Adjournments. A majority of
the directors then in office shall constitute a quorum for the
transaction of business and, except as otherwise specifically
provided by law or the Certificate of Incorporation, the vote
of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
Directors. In the absence of a quorum at any such meeting,
the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 10. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such
absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or
substantially all of the property and assets of the
Corporation, recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution, or amending
the By-Laws of the Corporation; and unless the resolution or
the Certificate of Incorporation expressly so provides, no
such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when
required.
Section 11. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without
a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the
Board or committee.
Section 12. Participation in Meetings. Members of the
Board of Directors or of any committee thereof may participate
in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other. Such participation in a meeting shall constitute
presence in person at such meeting.
Section 13. Compensation of Directors. Each director
shall be entitled to receive such compensation, if any, as may
from time to time be fixed by the Board of Directors,
including a fee, if any is so fixed, for each meeting of the
Board or any committee thereof, regular or special, attended
by him. Directors may also be reimbursed by the Corporation
for all reasonable expenses incurred in traveling to and from
the place of each meeting of the Board or any such committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation
shall be a Chief Executive Officer, a Chairman of the Board, a
President, a Secretary, a Treasurer, one or more Executive
Vice Presidents, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers and
such other officers as the Board of Directors may from time to
time determine.
Section 2. Election and Term of Office. The officers
of the Corporation shall be elected by the Board of Directors
at its annual meeting, but the Board may elect officers or
fill vacancies among the officers at any other meeting.
Subject to earlier termination of office, each officer shall
hold office for one year until his successor shall have been
elected and qualified.
Section 3. Resignations. Any officer may resign at any
time by giving written notice to the Board of Directors, to
the Chief Executive Officer or to the Secretary of the
Corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.
Section 4. Removal. Any officer elected by the Board
of Directors may be removed at any time by the vote of a
majority of the Board of Directors.
Section 5. The Chief Executive Officer. The Chief
Executive Officer of the Corporation shall have general
supervision over the property, business and operations of the
Corporation and over its several officers, subject to the
control of the Board of Directors. The Chief Executive
Officer shall see to it that the votes of the Board are
carried out and, in general, shall perform all duties incident
to the office. The Chief Executive Officer shall preside at
all meetings of the stockholders and, in the absence of the
Chairman of the Board and any Vice Chairman of the Board, at
meetings of the Board of Directors.
Section 6. The Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the Board of
Directors and shall perform such other duties as from time to
time may be assigned to him by the Board of Directors.
Section 7. The President. In the absence or disability
of the Chief Executive Officer or when so directed by the
Chief Executive Officer, the President may perform all the
duties of the Chief Executive Officer and, when so acting,
shall have all the powers of, and be subject to all the
restrictions upon, the Chief Executive Officer. The President
shall perform such other duties as may be assigned to him by
the Chief Executive Officer.
Section 8. The Executive Vice Presidents. In the
absence or disability of the Chief Executive Officer or the
President or when so directed by the Chief Executive Officer
or the President, any Executive Vice President may perform all
the duties of the Chief Executive Officer or the President
and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive
Officer or the President. The Executive Vice Presidents shall
perform such other duties as may be assigned to them by the
Board, the Chief Executive Officer or the President.
Section 9. The Vice Presidents. In the absence or
disability of the Chief Executive Officer, the President or
the Executive Vice Presidents, or when so directed by the
Chief Executive Officer, the President or any Executive Vice
President, any Vice President designated by the Board may
perform all of the duties of the Chief Executive Officer, the
President and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Chief
Executive Officer or the President. The Vice Presidents shall
perform such other duties as may be assigned to them by the
Board, the Chief Executive Officer, the President or any
Executive Vice President.
Section 10. The Secretary. The Secretary shall record
all the votes of the stockholders and of the directors and the
minutes of the meetings of stockholders and of the Board of
Directors in a book or books to be kept for that purpose; he
shall see that notices of meetings of stockholders and the
Board are given and that all records and reports are properly
kept and filed by the Corporation as required by law; he shall
be the custodian of the seal of the Corporation and shall see
that it is affixed to all documents to be executed on behalf
of the Corporation under its seal; and, in general, he shall
perform all duties incident to the office of Secretary, and
such other duties as may from time to time be assigned to him
by the Board or the Chief Executive Officer.
Section 11. The Assistant Secretaries. In the absence
or disability of the Secretary or when so directed by the
Secretary, any Assistant Secretary may perform all the duties
of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretaries shall perform such other
duties from time to time as may be assigned to them
by the Board of Directors, the Chief Executive Officer or the
Secretary.
Section 12. The Treasurer. Subject to the provisions of
any contract which may be entered into with any custodian
pursuant to authority granted by the Board of Directors, the
Treasurer shall have charge of all receipts and disbursements
of the Corporation and shall have or provide for the custody
of its funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts and warrants in its
name and on its behalf and to give full discharge for the
same; he shall deposit all funds of the Corporation, except
such as may be required for current use, in such banks or
other places of deposit as the Board of Directors may from
time to time designate; and, in general, he shall perform all
duties incident to the office of Treasurer and such other
duties as may from time to time be assigned to him by the
Board or the Chief Executive Officer.
Section 13. The Assistant Treasurers. In the absence or
disability of the Treasurer or when so directed by the
Treasurer, any Assistant Treasurer may perform all the duties
of the Treasurer, and, when so acting, shall have all the
powers of and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurers shall perform all such
other duties as from time to time may be assigned to them by
the Board of Directors, the Chief Executive Officer or the
Treasurer.
Section 14. Compensation of Officers. The compensation
of all officers shall be fixed from time to time by the Board
of Directors, or any committee or officer authorized by the
Board so to do. No officer shall be precluded from receiving
such compensation by reason of the fact that he is also a
director of the Corporation.
ARTICLE V
CERTIFICATES OF STOCK; TRANSFERS
Section 1. Stock Certificates. Every holder of stock
in the Corporation shall be entitled to a certificate or
certificates in such form as the Board of Directors shall
prescribe, signed by, or in the name of the Corporation by,
the Chairman of the Board or the President or a Vice President
and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. Any of or
all the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
Section 2. Transfers of Stock. Transfers of stock
shall be made only on the books of the Corporation by the
owner thereof or by his attorney thereunto authorized.
Section 3. Closing of Transfer Books. The Board of
Directors may close the stock transfer books of the
Corporation for a period not exceeding sixty days preceding
the date of any meeting of stockholders or the date for
payments of any dividend or other distribution or the date for
the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect
or for a period not exceeding sixty days in connection with
obtaining the consent of stockholders for any purpose. In
lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix, in advance, a date, which shall
not be more than sixty nor less than ten days before the date
of any meeting of stockholders, nor more than sixty days prior
to any other action, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any
such meeting or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution, to
receive any allotment of rights, to exercise rights in respect
of any change, conversion or exchange of capital stock, or to
give any consent of stockholders for any purpose, and, in such
case, such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled
to notice of, and to vote at, such meeting or any adjournment
thereof, or entitled to receive payment of such dividend or
other distribution, to receive such allotment or rights, to
exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.
Section 4. Registered Stockholders. The Corporation
shall be entitled to recognize, for all purposes, the person
registered on its books as the owner of a share or shares and
shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
the State of Delaware.
Section 5. Transfer Agent and Registrar; Regulations.
The Corporation may, if and whenever the Board of Directors so
determines, maintain, in the State of Delaware or any other
state of the United States, one or more transfer offices or
agencies, each in charge of a Transfer Agent designated by the
Board, where the stock of the Corporation shall be
transferable. If the Corporation maintains one or more such
transfer offices or agencies, it also may, if and whenever the
Board of Directors so determines, maintain one or more
registry offices, each in charge of a registrar designated by
the Board, where such stock shall be registered. No
certificates for stock of the Corporation in respect of which
a Transfer Agent shall have been designated shall be valid
unless countersigned by such Transfer Agent, and no
certificates for stock of the Corporation in respect of which
both a Transfer Agent and a Registrar shall have been
designated shall be valid unless countersigned by such
Transfer Agent and registered by such Registrar. The Board
may also make such additional rules and regulations as it may
deem expedient concerning the issue, transfer and registration
of stock certificates.
Section 6. Lost, Destroyed and Mutilated Certificates.
The Board of Directors, by standing resolution or by
resolutions with respect to particular cases, may authorize
the issue of new stock certificates in lieu of stock
certificates lost, destroyed or mutilated, upon such terms and
conditions as the Board may direct.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock
of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in
shares of the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, deem proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall deem conducive
to the interests of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it
was created.
Section 2. Reports to Stockholders. The Board of
Directors shall present at each annual meeting of
stockholders, and at any special meeting of the stockholders,
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation.
Section 3. Checks and Notes. All checks or demands for
money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the
Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of July in each year.
Section 5. Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 6. Waiver of Notice. Whenever notice is
required to be given under any provision of Delaware law or by
the Certificate of Incorporation or By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice unless so
required by the Certificate of Incorporation.
ARTICLE VII
AMENDMENTS
Except to the extent otherwise provided in the
Certificate of Incorporation, the By-Laws may be altered,
amended, supplemented or repealed by the stockholders or by
the Board of Directors at any regular meeting, or at any
special meeting if notice of such alteration, amendment,
supplement or repeal is contained in the notice of such
special meeting.
* * * * * * * * * *
Exhibit 10(h)
Name of Employee ______________________
STANDEX INTERNATIONAL CORPORATION
STOCK OPTION LOAN PLAN
Exercise and Loan Agreement
1. Exercise of Stock Option.
The undersigned employee (the "Employee") of Standex International
Corporation, a Delaware corporation (the "Company") hereby exercises
the stock option granted to him under the Company's Incentive Stock
Option Plan to purchase ________ shares of the Common Stock, par value
$1.50 per share, of the Company (collectively, the "Shares") at a
price of $________ per share.
2. Terms of Loan.
(a) Amount. The Company hereby agrees to loan to the Employee an
amount equal to the total purchase price of the Shares (the "Loan"),
and the Employee agrees that the proceeds of the Loan shall be used
solely to purchase the Shares from the Company. The Loan shall be
evidenced by a promissory note, substantially in the form of Exhibit A
attached hereto.
(b) Rate of Interest. The Loan shall bear interest on the unpaid
balance thereof at the rate of __% per year, payable in quarterly
installments commencing on the first dividend payment date after the
Shares are issued to the Employee.
(c) Cash Dividends. All cash dividends declared upon the Shares shall
be forwarded to the Company within 30 days of receipt. Dividends
shall be applied first against any interest on the unpaid balance of
the Loan at the time of such dividend, and the remaining balance of
such dividends shall be applied against any unpaid principal.
(d) Payment of Interest. If the interest due each quarter is not paid
by the surrender of the cash dividend, the Employee shall submit a
personal check for the difference between the amount of the cash
dividend and the interest then due. The Company may postpone the date
for the payment of interest but not beyond the date when the principal
amount of the Loan must be repaid.
(e) Payment of Principal. The unpaid balance of principal must be
paid to the Company, together with any unpaid interest, no later than
9 years from the date of this Agreement.
(f) Termination of Employment. Ninety days after the termination of
the employment of the Employee for any reason (including death) by the
Company or any of its subsidiaries, the entire unpaid balance of the
Loan, together with all unpaid interest, shall become immediately due
and payable.
(g) Payroll Deductions. Upon written notice to the Company, the
Employee may elect to have the Company make installment payments
against the unpaid balance of the Loan through deductions of specified
amounts from the Employee's base pay. Any such election may be
terminated by the Employee upon 30 days written notice to the Company.
(h) Prepayment. The Employee may at any time prepay all or part of
the principal of the Loan without premium or other penalty.
3. Issuance and Pledge of Shares.
(a) Issuance of Shares. The Company shall issue certificates
representing the Shares in the name of the Employee or, upon written
request by the Employee, in the joint names of the employee and his
spouse.
(b) Pledge of Shares. The Employee shall pledge and assign all of the
Shares to the Company as collateral security for payment of the
principal of and interest on the Loan unless the Company determines
that a lesser number of shares will give it adequate security. In
order to implement this pledge, the Employee shall deliver to the
Company a duly executed stock power authorizing the transfer of the
Shares endorsed in blank by the Employee or, if necessary, jointly by
the Employee and his spouse.
(c) Additional Shares. Any new, additional or substituted shares
issued while the Loan is outstanding with respect to the Shares,
whether as a result of a stock dividend, stock split,
reclassification, merger, reorganization or otherwise, shall be held
by the Company as additional collateral security for the Loan and
shall be subject in all respects to this Agreement unless the Company
determines that it has adequate security for the Loan.
(d) Voting of Shares. Unless and until a default is declared by the
Company under this Agreement, the Employee shall be entitled to vote
any and all of the Shares with the same force and effect as if the
Shares were not pledged to the Company.
(e) Prohibition on Sale. During the term of this Agreement, the
Employee shall not sell, assign, transfer, pledge, encumber, grant any
option with respect to, or otherwise dispose of the Shares.
4. Default.
If the Employee (or his estate) fails for any reason to make any
payment of principal or interest on the Loan within 30 days after the
same shall become due and payable, the Company shall have the right to
declare the Employee (or his estate) to be in default, and the entire
unpaid balance of the Loan shall become immediately due and payable.
In the event of such default, the Company may sell, assign and deliver
the whole or from time to time any part of the Shares at any private
sale or at public auction, with or without demand, advertisement or
notice of the time or place of sale, for cash, on credit or for other
property, for immediate or future delivery, and for such price or
prices and on such terms as the Company in its sole discretion may
determine. The Company may purchase for its own account the whole or
any part of the Shares. Any purchaser shall acquire good title to the
Shares free of the lien of this Agreement and free of any right or
equity of redemption. The net proceeds of any such sale shall be
applied first to the payment of the full amount of principal and
interest then due under the Loan, and second to the payment to the
Employee of any excess proceeds, together with any of the Shares
remaining unsold.
5. General.
(a) Termination. This Agreement shall terminate upon the payment by
the Employee of the full amount of the Loan or the satisfaction of the
Loan by way of a sale of the Shares by the Company pursuant to Section
4.
(b) Regulation G. The Employee shall cooperate with the Company in
preparing any documents which must be filed in connection with the
extension of credit under this Agreement in order to comply with the
requirements of Regulation G of the Federal Reserve Board.
(c) Notices. Any notices required or permitted by the terms of this
Agreement shall be in writing addressed to the parties to this
Agreement at their respective addresses indicated beneath their
signatures below, or at such other address as either party may
designate in writing to the other.
(d) Binding Nature of Agreement. This Agreement shall be binding upon
and inure to the benefit of the Company and Employee and their
respective successors, assigns, heirs, executors, administrators and
legal representatives.
(e) Effective Date. The effective date of this Agreement is
_______________________.
STANDEX INTERNATIONAL CORPORATION
6 Manor Parkway
Salem, New Hampshire 03079
_________________________________
___________________________
Signature of Employee
___________________________
Type or Print Employee Name
___________________________
___________________________
Address of Employee
EXHIBIT 10(i)
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE SECURITY PROGRAM
WHEREAS, STANDEX INTERNATIONAL CORPORATION, a Delaware
corporation with its executive offices at 6 Manor Parkway,
Salem, New Hampshire 03079 (hereinafter referred to as the
"Corporation") is desirous of assisting certain key
executives in saving for their retirement and in providing
benefits to their families in the event of death;
WHEREAS, the executives have unique and outstanding
abilities and have performed their duties in a capable and
efficient manner; and
WHEREAS, the Corporation desires to retain the services
of the executives;
NOW, THEREFORE, the following program of benefits is
hereby established for certain executives of the Corporation:
1. DEFINITIONS
The following words and phrases are used in the Program
and shall have the meanings set forth in this Section unless
a different meaning is clearly required by the context:
1.01 "Age" shall mean age at nearest birthday.
1.02 "Annual Earnings" shall mean all earnings and/or
net commissions of the Executive from the
Corporation paid or made available which are
reportable for Federal income tax purposes on Form
W-2, or its successor, but not including, any
reimbursement for expenses, or any income
attributable to any of the following:
(i) payment made by the Company in connection with
a relocation;
(ii) premiums paid by the Company for life
insurance coverage from the Company;
(iii) the exercise of any stock appreciation rights;
(iv) the exercise of any stock option;
(v) interest on a home purchase loan;
(vi) the use of any Company-leased automobile.
1.03 "Beneficiary" shall mean any individual(s) or legal
entity designated by an Executive to receive any
benefit arising under this Program upon the death
of such Executive.
1.04 "Effective Date" shall mean January 1, 1982.
1.05 "Executive" shall mean any person who was either a
Division President or Senior Corporate officer of
the Corporation on the Effective Date or was an
Executive Vice President of the Corporation on
September 1, 1989 and who serves the Corporation in
one of these capacities up to his date of
retirement or death.
1.06 "Fiduciary" shall mean and include the Corporation
and any other person who:
(a) exercises any discretionary authority or
exercises any authority or control respecting
management or disposition of assets under this
Program;
(b) renders investment advice for a fee or other
compensation, direct or indirect, with respect
to any monies or other property held in the
account, or has any authority or
responsibility to do so;
(c) is described as a "Fiduciary" in Section 3(14)
or (21) of the Employee Retirement Income
Security Act of 1974 or is designated to carry
out Fiduciary responsibilities pursuant to
this Program.
1.07 "Program" shall mean this Executive Security
Program and the benefits for Executives
provided hereunder.
2. PRE-RETIREMENT_BENEFITS
In the event of the death of an Executive while employed
by the Corporation, the Beneficiary shall be entitled to
receive a death benefit which is calculated by multiplying
the Annual Earnings of the Executive by a Death Benefit
Factor derived from the following schedule:
Age_of_Executive_at_Death Death_Benefit Factor
Less than 45 years 4.5
45 to 49 years 4.0
50 to 54 years 3.5
55 and over years 3.0
The Annual Earnings of the Executive used in the above
calculation shall depend on whether the date of death occurs
before March 1st (the effective date for annual changes under
the group life insurance contract) of any calendar year or on
or after March 1st. If the date of death is before
March 1st in any calendar year, the Annual Earnings used in
the calculation shall be the Annual Earnings in the calendar
year in which falls the day which is exactly two years prior
to the date of death. If the date of death is on or after
March 1st in any calendar year, the Annual Earnings shall be
those in the immediately preceding calendar year.
Such pre-retirement death benefit shall be payable
pursuant to a group life insurance contract maintained by the
Corporation, only if and to the extent that the group life
insurance contract provides for such payment, and any balance
of the pre-retirement death benefit shall be payable directly
by the Corporation and not pursuant to the group life
insurance contract.
3. POST-RETIREMENT_BENEFITS
In the event that the Executive's employment with the
Corporation shall terminate by reason of his retirement as
provided in Section 4 hereof, the post-retirement death
benefit payable to the Beneficiary in the event of the
Executive's subsequent death shall be an amount equal to
three times the Executive's Annual Earnings in either the
calendar year in which he retires or in the immediately
preceding calendar year (whichever year results in the
greater Annual Earnings).
The post-retirement death benefit shall be payable
pursuant to the group life insurance contract only to the
extent that the group life insurance contract provides for
such payment. The balance of the post-retirement death
benefit shall be payable directly by the Corporation and not
pursuant to the group life insurance contract.
The Corporation may determine that, in lieu of the
post-retirement death benefit mentioned in the immediately
preceding paragraph, the Executive shall receive supplemental
retirement income payable to the Executive in 120 equal
monthly installments beginning the month in which the
Executive begins to receive his pension under the Standex
Retirement Plan. The total amount of such retirement income
shall equal the post-retirement death benefit. The amount of
each monthly installment shall be the post-retirement death
benefit divided by 120.
In the event of the Executive's death while receiving
such supplemental retirement income, any unpaid monthly
payments shall be paid to the Beneficiary from the
Corporation in a lump sum, if the Beneficiary shall have
survived the Executive. If the Beneficiary shall not have
survived the Executive, any unpaid monthly payments shall be
paid to the estate of the Executive.
4. RETIREMENT
For purposes of this Program, retirement shall mean
whenever an Executive has terminated employment with the
Corporation such that, under the Standex International
Corporation Retirement Plan, he is considered as retired and
receiving a pension. In addition, for purposes of this
Program, an Employee shall be deemed to have retired in the
event of a change in control of the Corporation (which would
be required to be reported under Item 6(e) of Schedule 14A of
Regulation 14A of the Securities Exchange Act of 1934) and
the Executive chooses to terminate his employment because of:
(i) a change in the Executives general area of
responsibility, title or place of employment; or
(ii) the Executive's salary or benefits are lessened or
diminished.
5. LIFE INSURANCE
The Corporation shall pay all premiums for the group
life insurance contract mentioned in Sections 2 and 3 hereof.
The Corporation may, in its sole discretion, purchase
and be the owner of permanent insurance policies on the life
of an Executive. Any proceeds payable pursuant to such
corporate-owned insurance policies shall be payable to the
Corporation. By accepting this Program, the Executive agrees
to take any action required to enable the Corporation to
purchase and maintain such insurance.
6. NON-SECURED_PROMISE
Any asset or investment held by the Corporation in
connection with the liabilities assumed by it hereunder shall
be a general asset of the Corporation, and shall not be
pledged for the payment or to secure any obligation of the
Corporation, and the promise to pay any benefit hereunder is
a non-secured, general liability of the Corporation.
7. ASSIGNMENT
No Executive nor any Beneficiary shall have any right to
commute, sell, assign, transfer, pledge or hypothecate or
otherwise convey the right to receive any payment hereunder
(whether by operation of law or otherwise) nor shall any such
rights be subject to execution, attachment or similar
process. Such payments and the right thereto are expressly
declared to be non-assignable and non-transferable. Any such
attempted assignment, transfer, levy of any attachment or
similar process shall have no effect or validity.
Notwithstanding the foregoing, to the extent an
Executive shall have any rights under the group life
insurance coverage to assign that coverage, such assignment
shall be permitted but only in accordance with the terms of
the group life insurance contact.
8. INDEPENDENCE_OF_PROGRAM
The benefits provided under this Program shall be
independent of, and in addition to, any other benefits
provided by the Corporation or any compensation payable by
the Corporation to the Executive. This Program shall not be
deemed to constitute a contract of service between the
Corporation and any Executive, nor shall any provision hereof
restrict the right of the Corporation to discharge an
Executive or restrict the right of an Executive to terminate
his services.
9. NO VESTING OF BENEFITS
All benefits and all rights of each Executive covered
under this Program shall terminate in the event that the
Executive's employment with the Corporation shall terminate
for any reason other than death or retirement as provided in
Section 4.
10. MODIFICATION_OR_REVOCATION_OF_PROGRAM
The Corporation reserves the right to modify or revoke
this Program in whole or in part at any time, provided that
no such modification or revocation shall reduce or terminate
any pre-retirement benefits or post-retirement benefits to an
Executive or his Beneficiary.
11. NAMED_FIDUCIARY
11.01 THOMAS H. DEWITT, is hereby designated as the Named
Fiduciary of the Program, in accordance with the
Employee Retirement Income Security Act of 1974
(ERISA), and shall serve in such capacity until
resignation or removal by the Board of Directors of
the Corporation and appointment of a successor by
duly adopted resolution of the Board.
11.02 The Named Fiduciary shall have the authority to
control and manage the operation and administration
of the Program. However, the Named Fiduciary may
in his discretion allocate his responsibilities for
the operation and administration of the Program,
including the designation of persons who are not
Named Fiduciaries to carry out fiduciary
responsibilities. The Named Fiduciary shall effect
such allocation of his responsibilities by
delivering to the Corporation a written instrument
signed by him that specifies the nature and extent
of the responsibilities allocated, including, if
appropriate, the persons, not Named Fiduciaries,
who are designated to carry out fiduciary
responsibilities under the Program.
11.03 The Named Fiduciary designated or appointed under
the terms of Paragraph 11.01 above, is hereby
designated as the Plan Administrator of the
Program.
12. CLAIMS_PROCEDURE
The following Claims Procedure shall control the
determination of benefit payments under this Program:
12.01 Filing of a Claim for Benefits
If the Executive or his Beneficiary believes he is
entitled to receive benefits under the Program, he
must submit a written claim for benefits, on a form
supplied by said Fiduciary, to the Named Fiduciary.
The Named Fiduciary's independent decision on the
claimant's claim for benefits shall be
determinative of whether or not the Executive or
his Beneficiary shall be entitled to receive
benefits under this Program.
12.02 Denial of Claim
A claim for benefits under the Program will be
denied if the Named Fiduciary determines that the
claimant is not entitled to receive benefits under
the Program. Notice of a denial shall be furnished
to the claimant within a reasonable period of time
after receipt of the claim for benefits by the
Named Fiduciary.
12.03 Content of Notice
The Named Fiduciary shall provide to every claimant
who is denied a claim for benefits written notice
setting forth, in a manner reasonably calculated to
be understood by the claimant, the following:
(i) The specific reason or reasons for the denial;
(ii) Specific reference to pertinent Program
provisions on which the denial is based;
(iii) A description of any additional material or
information necessary to the claimant to
perfect the claim, and an explanation of why
such material or information is necessary; and
(iv) An explanation of the Program's Claim Review
Procedure as set forth below.
12.04 Review Procedure
The purpose of this Review Procedure is to provide
a method by which a claimant may have a reasonable
opportunity to appeal a denial of a claim to the
Named Fiduciary for a full and fair review. To
accomplish that purpose, the claimant or his duly
authorized representative:
(i) May request a review upon written application
to the Named Fiduciary;
(ii) May review pertinent Program documents; and
(iii) May submit issues and comments in writing.
A claimant (or his duly authorized representative)
shall request a review by filing a written
application for review with the Named Fiduciary at
any time within 60 days after receipt by the
claimant of written notice of the denial of his
claim.
12.05 Decision on Review
A decision on review of a denied claim shall be
made in the following manner:
(i) The decision on review shall be made by the
Salary and Employee Benefits Committee of the
Board of Directors of the Corporation, which
may in its discretion hold a hearing on the
denied claim. Such decision shall be made
promptly, and not later than 60 days after
receipt of the request for review, unless
special circumstances (such as the need to
hold a hearing) require an extension of time
for processing, in which case a decision shall
be rendered as soon as possible, but not later
than 120 days after receipt of the request for
review.
(ii) The decision on review shall be in writing and
shall include specific reasons for the
decision, written in a manner reasonably
calculated to be understood by the claimant,
and specific references to the pertinent
Program provisions upon which the decision is
based.
13. MISCELLANEOUS
The singular where used in this Program shall include
the plural and vice versa, wherever the context so requires.
Any provision in the masculine gender shall be defined where
appropriate to include the feminine or neuter gender.
14. GOVERNING_LAW
It is the intention of the parties that this Program and
the performance of the parties hereunder and all suits and
special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State in which the
Corporation is domiciled and that in any action, special
proceeding or other proceeding that may be brought arising
out of, in connection with, or by reason of this Program, the
laws of such State shall be applicable and shall govern to
the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special proceeding
may be instituted. If any provision of this Program shall be
held invalid or illegal for any reason, such determination
shall not affect the remaining provisions of this Program,
and it shall be construed as if said invalid or illegal
provision had never been included.
Exhibit 10(l)
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
This Executive Life Insurance Plan (the "Plan") is adopted as of the 8th
day of June, 1994 (the "Effective Date") by Standex International
Corporation, a Delaware corporation, with executive offices at 6 Manor
Parkway, Salem, New Hampshire 03079 (the "Company").
ARTICLE 1
Purpose
The purpose of the Plan is to provide a life insurance benefit and, with
the consent of the Company, a supplemental retirement benefit in lieu of
the life insurance benefit to certain Employees of the Company in order
to encourage such Employees to continue their employment and to induce
desirable persons to enter into the Company's employ in the future.
ARTICLE 2
Definitions
Except as otherwise provided, the following terms shall have the
definitions indicated in this Article 2 whenever used in this Plan with
initial capital letters:
"Beneficiary" means the person or persons designated on the Designation
of Beneficiary Form (attached hereto as Exhibit B) as the recipient of a
death benefit.
"Compensation" means all earnings and/or net commissions of a Participant
from the Company paid or made available with respect to a calendar year
which are reportable for federal income tax purposes on Form W-2 (or its
successor), but not including, any reimbursement for expenses, or any
income attributable to:
(a) payments made by the Company in connection with a
relocation;
(b) premiums paid by the Company for life insurance
coverage;
(c) the exercise of any stock appreciation rights;
(d) the exercise of any stock option;
(e) interest on a home purchase loan or stock option loan;
or
(f) the use of any Company-owned or Company-leased
automobile.
"Eligible Employee" means an Employee who has been designated by
the Chief Executive Officer of the Company and approved by the
Company's Board of Directors as being eligible to participate in
the Plan.
"Employee" means any person employed by the Company on a
regular, full-time, salaried basis.
"Enrollment Agreement" means the written agreement substantially
in the form of Exhibit A attached hereto entered into by the
Company and an Eligible Employee pursuant to which the Eligible
Employee becomes a Participant in the Plan.
"Insurer" means such insurance company which the Company may
from time to time utilize to provide insurance coverage for
certain benefits under the Plan.
"Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Company,
which Enrollment Agreement has been executed by the Company.
"Policy" with respect to a particular Participant means any
policy or policies of life insurance on that Participant's life
acquired by the Company to provide the life insurance benefits
under this Plan.
"Retire or Retirement" means a situation in which a Participant
has terminated employment with the Company such that, under the
Standex International Corporation Retirement Plan, he or she is
considered as retired and receiving benefits thereunder or about
to receive such benefits.
"Supplemental Retirement Income Benefit" means the benefit
payable to a Participant in accordance with Article 4 of this
Plan.
ARTICLE 3
Life Insurance Benefit
3.01 Insurance Policy.
The Company has purchased or will purchase a Policy from the
Insurer with respect to each Participant in this Plan, provided
the Participant is able to meet the requirements of the Insurer
including, but not limited to physical condition and risk
factors. The Company and the Participant agree to take all
reasonable actions to cause the Insurer to issue the Policy.
3.02 Ownership of Policy.
Except as may otherwise be provided herein, the Company shall be
the sole and absolute owner of the Policy, and may exercise any
and all ownership rights granted to the owner thereof by the
terms of the Policy.
3.03 Payment of Death Benefit Prior to Retirement.
(a) Upon the death of a Participant while the Participant is an
Employee of the Company the total amount provided as a
death benefit under the Policy shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not be exhausted, next be paid from the
death benefit the total amount of the Policy premiums
on such Policy claimed to have been paid by the
Company since the Policy was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to
the extent that the Policy proceeds have not be
exhausted, next be paid an amount equal to three times
the Participant's Compensation in the calendar year
immediately preceding the year in which his or her
death occurs; and
(4) The Company shall receive the balance, if any, of the
death benefit remaining after the payments provided
for above.
(b) Notwithstanding any provision to the contrary, in the event
that, for any reason whatsoever, no death benefit is
payable under the Policy upon the death of the Participant
but, in lieu thereof, the Insurer refunds all or any part
of the premiums paid for the Policy, the Company and the
Participant's Beneficiary shall share such premiums based
on their respective cumulative payments toward those
premiums.
3.04 Designation of Beneficiary.
The Participant may select one or more Beneficiaries to receive
the portion of the death benefit specified in Section 3.03(a)(3)
by completing the Designation of Beneficiary Form attached
hereto as Exhibit B and by delivering the form to the Company.
Upon receipt of such form, the Company shall execute and deliver
to the Insurer a Disposition of Proceeds Endorsement (Exhibit C)
with the Beneficiary Designation Form attached.
3.05 Dividends.
Any dividend declared on the Policy shall be applied to purchase
paid-up additional insurance on the life of the Participant.
The Company and the Participant agree that the dividend election
provisions of the Policy shall be consistent with this
provision.
3.06 Payment of Premiums.
On or before the due date of each Policy premium, or within the
grace period provided therein, the Company shall, except to the
extent premiums are satisfied with borrowings under the Policy,
pay the full amount of the premium to the Insurer and shall,
upon request, promptly furnish the Participant evidence of
timely payment of such premium.
On or about December 15th in each year prior to Retirement, each
Participant will contribute to the cost of maintaining the
Policy or Policies on his or her life by paying to the Company
an amount equal to the economic benefit (based on the lowest
term life insurance rates of the Insurer) of the life insurance
coverage provided by the Policy or Policies. On or about
December 1st in each year, the Company shall furnish to the
Participant a statement estimating the economic benefit of such
coverage.
3.07 Continuation of Life Insurance Benefit in Retirement;
Vested Amount.
A Participant who Retires from employment with the Company
shall, to the extent he or she is vested on his or her
retirement date, be continued to be covered by the Policy for
the balance of his or her life as long as he or she has not
begun to receive the Supplemental Retirement Income Benefit
specified in Article 4. Upon the death of a Retired Participant
the total amount provided as a death benefit under the Policy
shall be paid in the order of priority and in the amounts
specified in Section 3.03(a), provided, however, that the amount
paid under subsection (3) of that Section shall be three times
the Participant's Compensation in the calendar year immediately
preceding the year in which his or her Retirement occurred
multiplied by the applicable percentage from the following
table:
Number of Full Years of Employment
With the Company in the capacity
of Division President or
Executive Corporate Officer Percentage
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
3.08 Limitation on Benefits.
A Participant's benefit and the benefit of any Beneficiary under
this Article 3 are subject to such Participant having satisfied
any requirements of the Insurer as to certain conditions,
including good health, at the time that the Company applies for
new or increased insurance coverage to provide benefits
hereunder.
3.09 Assignment of Participant's Interest in Insurance.
Notwithstanding any provision hereof to the contrary, a
Participant shall have the right to absolutely and irrevocably
assign by gift all of the Participant's right, title and
interest in and to the life insurance death benefits provided
under this Article 3. This right shall be exerciseable by the
execution and delivery to the Company of a written assignment,
in substantially the form attached hereto as Exhibit D. Upon
receipt of such written assignment executed by the Participant
and duly accepted by the assignee thereof, the Company shall
consent thereto in writing, and shall thereafter treat the
Participant's assignee as the sole owner of all of the
Participant's right, title and interest in and to the life
insurance death benefits provided under this Article 3.
Thereafter, the Participant shall have no right, title or
interest in and to such death benefits. The Participant's
assignment of all of his or her right, title and interest in and
to the death benefit shall not reduce or eliminate the
Participant's conditional right to receive the Supplemental
Retirement Income Benefit under Article 4.
3.10 Termination of Participation in Life Insurance Benefit.
The participation of any Participant in the Life Insurance
Benefit provided in this Article 3 will be automatically
terminated by the occurrence of any of the following:
(a) Written notice from the Participant to the Company of a
desire to terminate participation in the Plan;
(b) Deposit by the Company of the first payment of the
Supplemental Retirement Income Benefit in the U. S. Mails.
(c) Termination of the Participant's employment with the
Company (other than due to the Participant's death) prior
to Retirement; or
(d) The removal of the Participant from the position of a
Division President or an Executive Corporate Officer of the
Company (other than upon death or Retirement).
3.11 Disposition of Policy Upon Termination of Participation.
Upon termination of a Participant's participation in the Life
Insurance Benefit for any reason listed in Section 3.10, all of
the rights of the Participant in or to the Policy or those of
his or her assignee, or any of their heirs, assigns or
beneficiaries shall be automatically terminated and released.
The Company may surrender or cancel the Policy for its cash
surrender value, or it may change the beneficiary designation
provisions of the Policy, naming itself or any other person or
entity as revocable beneficiary thereof, or exercise any other
ownership rights in and to such Policy.
ARTICLE 4
Supplemental Retirement Income Benefit
4.01 Eligibility for Benefit.
A Participant may request participation in the Supplemental
Retirement Income Benefit in lieu of coverage under the Life
Insurance Benefit. Upon consent of the Company to such request,
the Participant shall be eligible to receive a Supplemental
Retirement Income Benefit provided hereunder from the Company
provided the Participant Retires from employment with the
Company.
Notwithstanding any other provision hereof, the Participant's
entitlement to receive this Supplemental Retirement Income
Benefit shall terminate, without notice, in the event of the
death of the Participant prior to the deposit in the U. S. Mails
by the Company of the first payment of the Supplemental
Retirement Income Benefit.
4.02 Vesting.
A Participant's conditional right to receive the Supplemental
Retirement Income Benefit at Retirement shall vest 20% per year
(up to a maximum of 100%) upon the completion of each full year
in the capacity of Division President or Executive Corporate
Officer of the Company with said vesting commencing upon the
completion of the Participant's employment for five full years
in such a capacity. This vesting is illustrated in the
following table:
Number of Full Years of Employment
With the Company in the capacity
of Division President or Vesting
Executive Corporate Officer Percentage
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
4.03 Amount of Benefit.
Each monthly Supplemental Retirement Income Benefit payment
shall be equal to one-twelfth of thirty percent (30%) of the
average of the Participant's Compensation for the three
consecutive calendar years of highest Compensation preceding the
date on which the Participant Retires and then multiplied by the
Participant's vesting percentage (as set forth in the vesting
table in Section 4.02) at the time of Retirement. The payments
shall be in the form of substantially equal monthly installment
payments, for a period of 10 years, commencing as soon as
practicable following the date the Participant Retires from
employment with the Company.
4.04 Death Benefit After Commencement of Retirement Benefits.
In the event of the Participant's death after the deposit in the
U. S. Mails by the Company of the first payment of the
Supplemental Retirement Income Benefit, but prior to the
completion of all such payments due and owing hereunder, 50% of
the monthly amount previously paid to the Participant shall be
continued to be paid to the Participant's surviving spouse, if
any, on a monthly basis, until the earlier of: (i) the
expiration of the original 10 year period or (ii) the death of
the spouse. If Participant has no spouse living at the time of
the Participant's death, the payments will then cease.
4.05 Offset for Obligations to Company.
If, at such time as the Participant becomes entitled to receive
Supplemental Retirement Income Benefit payments pursuant to this
Article 4, the Participant has any debt, obligation or other
liability representing an amount due and owing to the Company,
the Company may offset the amount owed it against the amount of
benefits otherwise distributable hereunder.
4.06 No Trust Created.
Notwithstanding anything in this Plan, no action taken pursuant
to its provisions by either the Company or any Participant shall
create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Company and the Participant,
his or her spouse or any other person or entity except to the
limited extent set forth in Section 5.01 herein.
4.07 Benefits Payable Only From General Corporate Assets;
Unsecured General Creditor Status of Participant.
Supplemental Retirement Income Benefit payments to the
Participant or his or her spouse shall be made from assets which
shall continue, for all purposes, to be a part of the general,
unrestricted assets of the Company. No persons shall have any
interest in any such assets by virtue of the provisions of this
Plan. The Company's obligation hereunder shall be an unfunded
and unsecured promise to pay money in the future. To the extent
that any person acquires a right to receive payments from the
Company under the provisions of this Plan, such right shall be
no greater than the right of any unsecured general creditor of
the Company.
4.08 Benefits Not Transferable.
Neither the Participant, his or her spouse, his or her
Beneficiary, nor any other person with a beneficial interest
under this Plan shall have any power or right to transfer,
assign, anticipate, hypothecate or otherwise encumber any part
or all of the amounts payable under this Article 4. No such
amounts shall be subject to seizure by any creditor or any such
Beneficiary, by a proceeding at law or in equity, nor shall such
amounts be transferable by operation of law in the event of
bankruptcy, insolvency or death of the Participant, his or her
spouse, his or her Beneficiary, or any other person with a
beneficial interest hereunder. Any such attempt at assignment
or transfer shall be void. These restrictions on the transfer
or assignment shall not limit the Participant's right to assign
his right, title and interest in the life insurance death
benefit provided in Section 3.09.
ARTICLE 5
Plan Administration
5.01 Named Fiduciary, Determination of Benefits, Claims
Procedure and Administration.
The Company is hereby designated as the named fiduciary under
this Plan. The named fiduciary shall have authority to control
and manage the operation and administration of this Plan through
a plan administrator designated by it, and it shall be
responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan. The
Company shall also have the power to establish, adopt or revise
such rules and regulations as it may deem advisable for the
administration of the Plan. The interpretation and construction
of the Plan by the Company and any action taken thereunder,
shall be binding and conclusive upon all parties in interest.
No officer, Employee or agent of the Company shall, in any
event, be liable to any person for any action taken or omitted
to be taken in connection with the interpretation, construction
or administration of the Plan, so long as such action or
omission to act is made in good faith. An Employee of the
Company serving as plan administrator shall be eligible to
participate in the Plan while serving as such, but no such
Employee shall vote or act upon any matter that relates solely
to such Employee's interest in the Plan as a Participant.
5.02 Claim Procedures
(a) Claim. A person who believes that he is being denied a
benefit to which he is entitled under the Plan (hereinafter
referred to as a "Claimant") may file a written request for
such benefit with the Company, setting forth his or her
claim. The request must be addressed to the CEO of the
Company at its then principal executive offices.
(b) Claim Decision. Upon receipt of a claim, the CEO shall
advise the Claimant that a reply will be forthcoming within
90 days and shall, in fact, deliver such reply within such
period. The CEO may, however, extend the reply period for
an additional 90 days for reasonable cause.
If the claim is denied in whole or in part, the CEO shall issue
a written opinion, using language calculated to be understood by
the Claimant, setting forth:
(i) the specific reason or reasons for such denial;
(ii) the specific reference to pertinent provisions of
this Plan on which such denial is based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect
his or her claim and an explanation why such
material or such information is necessary; and
(iv) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim
for review.
ARTICLE 6
Miscellaneous
6.01 No Contract of Employment.
Nothing contained herein shall be construed to be a contract of
employment for any period of time, nor as conferring upon a
Participant the right to continue in the employ of the Company
in any capacity.
6.02 Amendment of Plan.
This Plan may be amended by the Company at any time, by delivery
of written notice of such amendment to the Participants,
provided, however, that no such amendment shall in any material
way adversely affect any rights of a Participant, to the extent
vested, in the Life Insurance Benefit after Retirement or any
rights of a Retired Participant or spouse who is receiving
payments under the Supplemental Retirement Income Benefit.
6.03 Conflicting Provisions.
In the event of a conflict between the provisions of this Plan
and the provisions of any endorsement to a Policy, beneficiary
designation or other document related to a Policy, the
provisions of this Plan shall prevail. No party shall assert or
enforce any right which it may have in a Policy, the beneficiary
designation thereunder, or other document which is inconsistent
with the rights established by this Plan.
6.04 Notice.
Any notice, consent or demand required or permitted to be given
under the provisions of this Plan shall be in writing, and shall
be signed by the party giving or making the same. If such
notice, consent, or demand is mailed to a party hereto, it shall
be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the
records of the Company. The date of such mailing shall be
deemed the date of notice, consent or demand. Either party may
change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.
6.05 Governing Law.
This Plan shall be governed by and construed in accordance with
the internal laws of the State of New Hampshire.
IN WITNESS WHEREOF, the Company has executed this Plan, such
execution first having been duly authorized by the Salary and
Employee Benefits Committee of the Board of Directors of the
Company pursuant to a delegation of authority from said Board of
Directors.
STANDEX INTERNATIONAL CORPORATION
By:/s/Thomas L. King
Title: Chairman of the Board/C.E.O.
EXHIBIT A
ENROLLMENT AGREEMENT
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
Name of Employee:
Social Security No.:
I hereby elect to participate in the Executive Life
Insurance Plan (the "Plan") of Standex International
Corporation (the "Company"), a copy of which I have received
and read. By signing this Enrollment Agreement, I agree to be
bound by the terms of the Plan. I have designated my
beneficiary on a Designation of Beneficiary form.
I authorize and direct the Company, subject to the
provisions of the Plan, to obtain and own insurance policies
on my life. This authorization and direction applies to this
Plan as presently constituted, or hereafter amended, for which
I am or may become eligible and shall continue to apply until
revoked by me in writing.
Dated _______________ ______________________________
Employee Signature
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT B Page 1 of 2
DESIGNATION OF BENEFICIARY
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
To: Standex International Corporation
Attention: Corporate Benefits Department
Designation.
Pursuant to the provisions of the Executive Life Insurance
Plan, dated as of June l, 1994, (the "Plan"), of Standex
International Corporation (the "Company"), I hereby designate the
following as my primary and contingent beneficiaries under the
Plan, to receive payment of any benefits that may be due and
payable upon my death while a Participant in the Plan:
Primary Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
Contingent Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
EXHIBIT B Page 2 of 2
All sums to which this Designation of Beneficiary applies shall
be paid pursuant to the terms of the Plan. All prior designations
of beneficiaries which are inconsistent with the provisions of this
Designation of Beneficiary, if any, are hereby revoked.
Reservation of Revocation.
Unless otherwise provided by law, I hereby reserve the right to
amend, change or revoke in its entirety this Designation of
Beneficiary by filing a new form with the Company.
Effective Date.
It is hereby agreed that this Designation of Beneficiary shall
not become effective unless and until it is approved by the Company.
EMPLOYEE:
Dated: ______________
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT C Page 1 of 2
DISPOSITION OF PROCEEDS ENDORSEMENT
{To be filed by the Company in duplicate with
the Insurer upon enrollment of Participant in
the Plan, and at the time that the Participant
files any change in beneficiary with the
Company. The Company must attach a copy of
the Beneficiary Designation Form, completed by
the Participant, to this Beneficiary
Provision. The Company shall also notify the
Insurer, upon the death of the Participant, of
the amounts to which the Company and other
beneficiaries are entitled.}
Name of Insurer:
Name of Policy Owner: Standex International Corporation (the
"Company")
Name of Insured:
Policy Number:
I. Disposition of Proceeds. The proceeds due under the
Policy by reason of the death of the insured shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be
repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not be exhausted, next be paid from
the death benefit the total amount of the Policy
premiums on such Policy claimed to have been paid
by the Company since the Policy was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall,
to the extent that the Policy proceeds have not be
exhausted, next be paid an amount equal to three
times the Participant's Compensation in the
calendar year immediately preceding the year in
which his or her death occurs; and
(4) The Company shall receive the balance, if any, of
the death benefit remaining after the payments
provided for above.
EXHIBIT C Page 2 of 2
2. Release of Insurer. The receipt by the insurer of
a statement signed by the Company setting forth the amount
claimed to be due each beneficiary in connection with this
Policy, shall be conclusive as to the amount due each
beneficiary, and the Insurer shall be fully acquitted, discharged
and released from the claims of all persons having an interest in
this Policy for the amount so paid.
STANDEX INTERNATIONAL CORPORATION
Policy Owner
Dated: ________________ By:
The Insurer hereby acknowledges receipt of a copy of
this Beneficiary Provision.
Insurer
Dated: _________________ By:
EXHIBIT D Page 1 of 2
IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS
THIS ASSIGNMENT, dated this _____ day of ______________,
199___,
WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is a participating
employee in the Executive Life Insurance Plan (the "Plan"), which
Plan is provided by Standex International Corporation (the
"Company"). The Plan confers upon the undersigned certain rights
and benefits with regard to one or more policies of insurance
insuring the Assignor's life; and
WHEREAS, pursuant to the provisions of the Plan, the
Assignor retained the right, exerciseable by the execution and
delivery to the Company of a written form of assignment, to
absolutely and irrevocably assign all of the Assignor's right,
title and interest in and to the life insurance death benefit
provided under the Plan to an assignee; and
WHEREAS, the Assignor desires to exercise that right;
NOW, THEREFORE, the Assignor, without consideration, and
intending to make a gift, hereby absolutely and irrevocably
assigns, gives, grants, and transfers to
_____________________________________________ (the "Assignee")
whose last known address is
_________________________________________________________________
___ all of the Assignor's right, title and interest in and to the
life insurance death benefit provided under the Plan, intending
that, from and after this date, the Assignor shall neither have
nor retain any right, title or interest therein.
Assignor
EXHIBIT D Page 2 of 2
ACCEPTANCE OF ASSIGNMENT
The undersigned Assignee hereby accepts the above assignment
of all right, title and interest of the Assignor therein in and
to the life insurance death benefit provided in the Plan, and the
undersigned hereby agrees to be bound by all of the terms and
conditions of the Plan as they apply to the life insurance death
benefit, as if the Assignee were the original employee party to
the Plan.
Dated: ______________
Assignee
CONSENT TO ASSIGNMENT
The undersigned Company hereby consents to the foregoing
assignment of all of the right, title and interest of the
Assignor in and to the life insurance death benefit provided
under the Plan, to the Assignee designated therein. The Company
hereby agrees that, from and after the date hereof, the Company
shall look solely to such Assignee for the performance of all
obligations with respect to the life insurance death benefit
under the Plan which were heretofore the responsibility of the
Assignor, shall allow all rights and benefits provided therein to
the Assignor to be exercised only by the Assignee, and shall
hereafter treat said Assignee in all respects as if the original
employee party to the Plan.
STANDEX INTERNATIONAL CORPORATION
Dated: _______________ By:
Title:
Exhibit 10(m)
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 or 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 on 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 stock
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 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 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 specified 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 (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 422a 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 that 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 Securities Exchange Act
of 1934, as amended (the "Exchange 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 the 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 Exchange 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 Exchange
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
by 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.
<TABLE> EXHIBIT 11
<CAPTION>
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
For Years Ended June 30,
1994 1993 1992
<S> <C> <C> <C>
Average market price during the years ................. $25.03 $18.97 $12.93
Proceeds that would be received upon exercise of the
average stock options at applicable exercise price... $5,213,551 $6,145,961 $9,992,831
Average applicable stock option shares outstanding..... 522,579 670,131 1,144,378
Shares that would be redeemed at average market price
under the "treasury stock" method ................... 212,435 329,154 800,616
Net additions for share equivalents ................... 310,144 340,977 343,762
Average shares outstanding ............................ 14,983,207 16,034,987 17,492,814
Average shares outstanding and share equivalents ...... 15,293,351 16,375,964 17,836,576
Per Share Earnings .................................... $1.78 $1.47 $1.23
For Years Ended June 30,
1991 1990
<C> <C>
$11.80 $12.04
$6,335,883 $3,521,777
815,688 591,398
528,854 292,594
286,834 298,804
18,971,636 20,125,226
19,258,470 20,424,030
$1.05 $1.11
Note: All share and per share data have been adjusted, where appropriate, to reflect the
May, 1993 two-for-one stock split.
</TABLE>
Annual Report 1994
Institutional Products Group
Food service equipment
Air distribution products
Casters
Chiropractic tables and physical
therapy equipment
Industrial hardware
Restaurant china and candlelamps
Industrial Products Group
Texturizing Systems
Pumps
Converting and finishing machinery
Power metal spinning
Reed switches and relays
Inductors, connectors, and custom
electronic assemblies
Hydraulic cylinders
Graphics/Mail Order Group
Educational and religious publishing
and distribution
Commercial printing
Binding systems, business forms, office
supplies, and election materials
Mail order gift packages
On the cover:
Displayed on the cover of this year's Annual Report are three product lines
produced by Standex. The wide diversity of markets served by the Corporation
contributes to the overall stability of sales and earnings from year to year.
<TABLE>
{FINANCIAL HIGHLIGHTS}
<CAPTION>
Year Ending June 30 1994 1993
<S> <C> <C>
Operations
Net Sales $529,399,483 $506,312,331
Net Income 27,147,163 24,011,998
Return on Sales 5.1% 4.7%
Return on Equity 22.8% 19.8%
Interest Expense 5,937,960 5,597,049
Interest Expense Coverage 8.1 7.7
Per Share Data*
Net Sales $34.62 $30.92
Earnings 1.78 1.47
Book Value 8.16 7.99
Dividends .52 .43
Average Shares Outstanding 15,293,351 16,375,964
*Adjusted for May, 1993 two-for-one stock split
</TABLE>
{Profile}
Standex International is a diversified manufacturer producing and marketing a
wide variety of useful, quality products. The Company enjoys a broad and
well-balanced earnings base by virtue of its strong market position in selected
areas of operation.
Three Products Groups - Institutional Products, Industrial Products, and
Graphics/Mail Order - are comprised of nine operating divisions. The Company
operates 86 plants located in 14 countries, and its products are sold
throughout the world.
Standex's policy of balanced diversification - coupled with aggressive
management and conservative financial techniques - has enabled the Company to
achieve above average growth in sales and earnings since its founding in 1955.
In August of this year Standex paid its 120th consecutive quarterly dividend.
This represents 30 years of uninterrupted dividend payments since first
becoming a public corporation in 1964.
{one}
{TO OUR STOCKHOLDERS}
We are very pleased with the results for fiscal 1994. Despite lingering
weakness in many of our overseas markets, and difficult adjustments required by
the decline in U.S. defense spending, record levels were established for sales,
net income, return on equity, and earnings per share. These were very
gratifying results.
Operating Results:
For the fiscal year ended June 30th, Standex reported sales of $529,399,000 a
4.6% increase over fiscal year 1993 shipments of $506,312,000. Net Income rose
13.1% to $27,147,000, compared to $24,012,000 generated during the previous
fiscal year. With a reduced number of shares outstanding, earnings per share
increased by 21.1% to a new high of $1.78 per share up from $1.47 reported for
fiscal 1993. Return on equity reached 22.8%. This is a very solid return on
net worth for the types of markets in which Standex operates.
We continued to invest aggressively in the long term growth of our various
businesses. Over the past twelve months $13,238,000 was invested in new plant
and equipment in order to both expand and upgrade existing facilities. Over the
past five years, capital expenditures have totaled $66,147,000. The
Corporation's physical plant has never been in better shape. With worldwide
business becoming more competitive every day, efficient manufacturing
facilities are absolutely essential.
At the same time, a constantly increasing level of global trade offers strong
prospects for future growth. Just over the past several years, Standex
Divisions have developed substantial markets in Mexico for commercial
refrigeration equipment, casters, hydraulic cylinders, textured molds, and
bindery equipment. Shipments in all of these areas have been increasing
steadily.
Dividend Increase:
The Board of Directors increased the dividend twice during fiscal 1994, for a
total increase of 16.7%. This is an obvious reflection of the Board's
confidence in the basic earnings power of the Corporation, and continues a
policy of paying out to shareholders approximately one third of reported net
income. Standex has now paid uninterrupted quarterly dividends for 30 years.
The dividend has been increased 29 times over that same period.
Stockholder Return:
The Corporation continued to buy-in shares during fiscal 1994. During the
twelve months ended June 30, 1994, an additional 897,136 shares were purchased.
Since the inception of this program in fiscal 1985, a total of 16,462,841
shares have been acquired, for a total expenditure of $194,964,750. This works
out to an average cost of $11.84 per share and has cut the number of shares
outstanding by more than half. It is our intention to continue to buy in stock
whenever it appears advantageous to do so.
We are determined to create value for our shareholders and believe that the
dividend and stock buy-back policies which have been followed by the
Corporation have accomplished precisely that. By being broadly diversified,
Standex is fortunate in that it has a relatively stable and predictable level
of profitability. At the same time, the moderate growth which characterizes
many of our markets typically results in a cash flow in excess of our immediate
operating requirements. We have utilized this excess cash flow, coupled with a
judicious use of debt, to reduce the number of shares outstanding, and to
steadily increase the dividend paid on the remaining shares.
{two}
When this program was first implemented in fiscal 1985, Standex's stockholder
equity was $144,019,000, and the market capitalization was $166,248,000. Since
that date, the Corporation has repurchased $195 million of common stock and
paid out $68 million in dividends. A total of $263 million has been returned to
the shareholders either in the form of dividends paid out, or shares
repurchased. After that return, the market capitalization of the remaining
shares on June 30, 1994 had risen to $401 million.
<PAGE>
Obviously, there are many elements which have to be considered in seeking to
balance both a short term desire for profit, and longer term considerations.
Our first priority has always been to provide ample financing for existing
operations in terms of both physical plant and working capital needs.
We are also constantly re-examining the total debt {Thomas L. King} which the
Corporation might reasonably be able to carry relative to projected cash flows.
Over the past four years, our interest expense coverage has been as follows:
Fiscal 1994 8.1 times
Fiscal 1993 7.7 times
Fiscal 1992 6.1 times
Fiscal 1991 5.1 times
With interest rates currently trending upward, this is obviously an area which
will be watched closely, but we anticipate that fiscal 1995 will generate a
strong free cash flow. During the year just ended, Standex experienced an
unusually large expansion of working capital requirements as a new
manufacturing facility came on stream with the attendant pipeline filling. We
do not foresee a similar expansion in the year ahead.
A Final Word:
Standex has been successful in operating a widely diverse group of companies
through a decentralized management structure, with a strong financial reporting
system, and tight control of cash. This has allowed the Corporation to prosper
during periods of economic expansion while, at the same time, providing
defensive qualities through periods of economic decline. During the recent
recession (1990-1991), Standex's earnings per share declined 5.4%. Since the
end of that recession in 1991, the earnings per share have increased by 69.5%.
We are pleased with the effectiveness of our current corporate structure, and
confident in the skills and dedication of an outstanding group of employees.
Thomas L. King
Chairman and Chief Executive Officer
{three}
{INSTITUTIONAL PRODUCTS GROUP}
The Institutional Products Group is composed of Standex Institutional Products
and Standex Commercial Products. During Fiscal 1994 these two Divisions
represented 46% of total Corporate sales and 50% of total operating income.
This compares with 42% of total Corporate sales and 46% of total operating
income during fiscal 1993.
Master-Bilt's two factories in Mississippi produce a complete line of
commercial refrigeration equipment, ranging from small ice-cream dipping
cabinets all the way up to large refrigerated warehouses. End users include
supermarkets, convenience stores, restaurants, dairies, florists and beverage
distributors.
Federal Industries manufactures both refrigerated and non-refrigerated display
cases for the food service industry. The Company enjoys a particularly strong
market position in the bakery industry with a broad line of proofers, dough
retarders and freezers.
Jarvis, which was originally acquired by Standex in 1968, is a major producer
of industrial casters and wheels for the North American market. Production
facilities are located in Massachusetts, Michigan and California, with assembly
and distribution sites in Montreal, Toronto and Vancouver. The Company has
achieved considerable success in limiting the market penetration of foreign
imports, and a major expansion of the Michigan factory was nearing completion
at fiscal year end.
BK Industries of South Carolina and Barbecue King of England produce pressure
fryers, commercial barbecue oven/rotisseries, cook and hold ovens, doughnut
fryers and display merchandisers. The U.K. market, which had been depressed,
recovered very nicely during the past year.
Williams Healthcare Systems, headquartered in Illinois, is the world's leading
manufacturer of chiropractic and traction tables. The Company also produces a
line of equipment for the related, but broader, physical therapy market.
Uncertainty on health care reform has held down domestic markets,
but exports have remained firm.
<PAGE>
The Toastswell Company of St. Louis, Missouri manufactures a broad line of
commercial waffle bakers (shown on the front cover of this Annual Report), as
well as toasters, griddles and food warmers for the restaurant industry.
{Many Jarvis casters are equipped with a locking brake mechanism.}
{four}
{Institutional Products Group}
{Master-Bilt's new facility for manufacturing refrigerated beverage cases
became fully operational during fiscal 1994.} (picture of refrigerated beverage
cases at Master-Bilt facility in Pontotoc, Mississippi).
{Jarvis casters are used on many types of mobile equipment, such as that shown
in this hospital operating room.} (picture of caster on hospital cart).
{Barbecue King pressure fryers (foreground of picture) and commercial barbecue
ovens (background of picture) are widely utilized in fast food outlets and
delicatessens.}
{A line of Federal Industries' European-style bakery and deli cases (depicted
in picture) greatly enhances the presentation of merchandise.}
{five}
{Institutional Products Group}
{Snappy Air Distribution Products is a major supplier of pipe, duct and
fittings for heating, ventilating and air conditioning.} (picture of man
assembling pip and duct fittings).
{Industrial Products Group}
{Standex Electronics' magnetically actuated switch assemblies are found in many
consumer products, such as this GE refrigerator.} (picture of open side by
side GE refrigerator).
{Mold-Tech textures are employed to enhance both the durability and the
attractiveness of molded products.} (picture of handles, top and part of one
side of two suitcases).
{six}
National Metal Industries, located in Springfield, Massachusetts, is the
largest manufacturer of Christmas tree stands in the world. The Company also
produces a variety of fabricated metal products and specialty hardware
including copier work stations, metal storage cabinets and custom precision
stampings.
Snappy Air Distribution Products is headquartered in Minnesota with additional
production facilities in Colorado. The Company's highly automated factories
produce pipe, duct and fittings for heating, ventilating and air-conditioning
residential housing in the Midwestern and Southwestern United States.
Manufacturing efficiencies and aggressive marketing have enabled the Company to
steadily expand its market share and minimize the effect of cyclical
fluctuations in housing starts.
H.F. Coors, from its factory in California, produces china and cookware for
restaurants and hotels, while the Mason Candlelight Company of New Jersey
supplies candles and candlelamps to those same markets for table top lighting.
USECO and General Slicing are both located in Murfreesboro, Tennessee. USECO
custom designs and manufactures feeding systems for institutions with large
food service requirements such as hospitals, schools and correctional
institutions. General Slicing manufactures and/or distributes a variety of
slicers, meat grinders, vegetable shredders and heavy duty food waste
disposers. The fast food industry is a major customer.
{Industrial Products Group}
The Industrial Products Group includes Roehlen/Europe, Roehlen/North America,
Standex Precision Engineering and Standex Electronics. These Divisions
accounted for 28% of total Corporate sales and 30% of operating income
for fiscal 1994, compared with 29% of sales and 29% of income for the previous
fiscal year.
Mold-Tech is the world leader in the process of engraving textured patterns
<PAGE>
on molds and dies. Operations encompass 19 separate facilities located in most
of the major tooling centers of North America, Europe and Australia. During
this past year, the 19th facility was opened in Singapore to serve the
burgeoning Asian market. Mold-Tech engraves tooling for a broad cross section
of world industries including automotive, computers, toys, housewares and
consumer electronics. Because of this, it frequently serves as a useful leading
indicator of future economic activity.
{Standex Electronics' magnetic proximity and liquid level switches are used in
both automotive and appliance applications.}
{seven}
Standex Electronics is headquartered in the United Kingdom with additional
production facilities located in the United States and Mexico. The Division is
a manufacturer of electronic components and assemblies for the automotive,
communications, refrigeration, industrial and military power supply, and
electronic filtering industries.
Spincraft is a leader in the power spinning of various metals. The front cover
shows a missile nose cone being spun from a flat disc of stainless steel. The
nose cone is being formed on a state-of-the-art CNC Spinning Lathe at a
temperature of 1800 Degrees Fahrenheit. The Company, with plants in Wisconsin
and Massachusetts, forms and fabricates a wide variety of alloys into
components utilized in gas turbines, aircraft engines, nuclear reactors and
many other products. The recent sharp decline in defense related orders has not
yet been offset by sufficient additional business in other markets.
B.F. Perkins is a prominent manufacturer of web product finishing machinery for
the paper, textile, magnetic tape and non-woven industries.
Custom Hoists, of Hayesville, Ohio, is a leading manufacturer of single
and double acting telescopic and piston rod hydraulic cylinders, which are used
in dump trucks, trash collection vehicles and other mobile units requiring
hydraulic power. After a cyclical downturn during the recent recession, the
Company's markets are currently quite strong.
Procon pumps are manufactured at plants located in Tennessee and in Ireland.
These rotary vane pumps are primarily utilized in North America for the
carbonation of soft drinks. In Europe, they also find wide usage in espresso
coffee machines. There is a constant search to find suitable new markets for
the pump, which currently include such widely diverse end uses as kidney
dialysis machines and welding coolant systems.
The two Roehlen Industries units enjoy a worldwide position of pre-eminence in
the use of Texturization to produce a variety of decorative effects on
plastics, rubber, paper, metal, wallboard, Melamine laminates and other
materials. The Texturization is produced through the use of engraved embossing
rolls and plates from plants located in the United States, Germany, France, the
United Kingdom, Spain, Portugal and Australia. Standex has been actively
involved in the engraving business since 1957.
{The Procon pump has enjoyed a reputation for reliability for over 40 years.}
(picture of front side of Procon pump).
{eight}
{Industrial Products Group}
{Custom Hoists' telescopic hydraulic cylinders are widely utilized by
manufacturers of dump trucks.} (picture of 3 dump trucks with truck beds
raised to upright position so that hydraulic cylinders are visible).
{Large versions of the Procon rotary vane pump power the water booster systems
essential to car washes.} (picture of car traveling through care wash as water
is being sprayed on it).
{At a factory in France, a worker engraves a roll to be used for embossing
wallpaper.} (picture of worker engraving a roll).
{nine}
{Graphics/Mail Order Group}
{Crest Fruit markets a broad variety of food items through catalog mailings.}
(picture of gift boxes, fresh and dried fruit).
{Standard Publishing's line of children's books find wide application in both
schools and homes.} (picture of classroom with a teacher holding an open book
<PAGE>
so that children in the foreground of the picture can see it).
{James Burn's Wire-O binding is essential to materials which must be able to
lie flat.} (picture of Wire-O binding on 3 soft covered books).
{ten}
{Graphics/Mail Order Group}
The Graphics/Mail Order Group consists of Standard Publishing, James Burn
International and Crest Fruit Company. These three Divisions accounted for 26%
of Corporate sales and 20% of operating income during fiscal 1994. This
compares with 29% of sales and 25% of operating income during fiscal 1993.
Standard Publishing was founded in 1866, and has been part of Standex since
1955. Headquartered in Cincinnati, Ohio, Standard is the leading publisher of
non-denominational religious curricula and Vacation Bible School (VBS) programs
in the United States. The Company also operates a chain of Berean Christian
Stores which distribute religious literature and supplies (from Standard as
well as from other publishers) to churches, school systems, and individuals.
There is an ongoing search for high potential sites to locate additional
stores. Standard Publishing is also a major commercial printer. A substantial
amount of printing work is done for other religious publishers, as well as
direct mail catalogs and other materials (including this Annual Report) for
commercial and industrial accounts. Printing capacity was increased at
fiscal year end by the purchase of an additional large press.
Doubleday Bros. & Co. was founded in 1898 and is headquartered in Kalamazoo,
Michigan. The Company produces a broad range of custom continuous forms for
business as well as specialized forms and election supplies for county and
state governments.
James Burn International operates manufacturing facilities in the United
States, England and France with warehousing and distribution facilities in
Germany, Sweden and Spain. The Division manufactures two distinct mechanical
binding systems. Wire-O is a double loop wire binding system utilized in a
broad range of products including computer manuals, calendars, diaries and
cookbooks. Mult-O is a multiple ring mechanism used in high quality binders.
James Burn also designs and manufactures punches and wire binding machinery for
use with the Wire-O binding system.
Crest Fruit is located in the lush Rio-Grande Valley in Texas. Crest is the
nation's leading mail order marketer of Texas "Ruby Red" grapefruit. Product
offerings have been steadily expanded from the original citrus line and now
include a very broad variety of food items. Gift packages comprise much of the
business during the Christmas season, but sales are generated steadily
throughout the year through clubs which ship to members on a
regular basis.
{Crest Fruit's "Ruby Red" grapefruit are a unique treat for citrus lovers.}
{eleven}
{MANAGEMENT'S DISCUSSION AND ANALYSIS}
Liquidity and Capital Resources
During 1994, the Company repurchased $23.5 million of its Common Stock,
expended $13.2 million in property, plant and equipment and paid $7.8 million
in cash dividends to its stockholders. These transactions were financed from
internally generated funds and borrowings under the Company's existing bank
credit agreements which are described in the footnotes to the Consolidated
Financial Statements. The Company intends to continue its policy of using its
funds to acquire property, plant and equipment, pay dividends, purchase its
Common Stock and make acquisitions when conditions are favorable. Net Cash
Provided by Operating Activities was $18.2 million in 1994 as compared to
$36.5 million in 1993. The decrease of $18.3 million in 1994 from 1993 was
primarily due to changes in accounts receivable and inventory of $8.3 million
and $7.7 million, respectively. The increase in inventory was caused by the
growth in demand reported by the Institutional segment, which is discussed
below, and was required to meet anticipated sales requirements in fiscal
1995. The rise in accounts receivable was mainly due to the growth in fourth
quarter Net Sales reported by the Institutional segment. Due to the increase
in inventory, accounts payable increased $1.4 million which had a positive
effect on operating cash flows. Also, the effect of activity reported within
accrued payroll, employee benefits and other liabilities in 1993 resulted in
an increase in operating cash flows of $499,000 as compared to a decrease of
$3.2 million in 1994. This decline of $3.7 million in 1994 was due to many
<PAGE>
factors none of which was individually significant. At June 30, 1994, the
Company had the ability to borrow an additional $25.9 million under existing
bank credit agreements. The Company believes that this resource, along with
the Company's internally generated funds, will be sufficient to meet its
anticipated needs for the foreseeable future.
<TABLE>
Operations
<CAPTION>
Net Sales by Industry Segment
(In thousands) 1994 Change 1993 Change 1992
<S> <C> <C> <C> <C> <C>
Graphics/Mail Order $138,738 (4.6)% $145,558 (1.1)% $147,117
Institutional 241,054 13.8 211,682 12.7 187,896
Industrial 149,607 .3 149,067 5.1 141,839
Operating Income by Industry Segment
(In thousands) 1994 Change 1993 Change 1992
Graphics/Mail Order $11,484 (13.9)% $13,342 11.7% $11,949
Institutional 28,379 12.9 25,125 23.1 20,405
Industrial 16,955 7.2 15,810 4.4 15,147
</TABLE>
Fiscal 1994 as Compared to Fiscal 1993
Net Sales increased $23.1 million, or 4.6%, for the year ended June 30, 1994 as
compared to the fiscal year ended 1993. Changes in unit volume, and not prices,
were primarily responsible for the variation in Net Sales reported for each
segment. As shown in the table above, only the Graphics/Mail Order segment
reported a decline in Net Sales for the fiscal year ended June 30, 1994.
The Institutional segment reported record Net Sales for the year ended June 30,
1994 with a $29.4 million, or 13.8% increase. The majority of this segment's
divisions experienced improvement in Net Sales as compared to fiscal year 1993.
However, this segment's Master-Bilt Products division reported the single
greatest improvement due to the increased sales strength of a product line
which was introduced during fiscal year 1993. The Jarvis Caster Group and
Snappy Air Distribution Products also reported noteworthy rises in Net Sales
due to increased customer demand.
The Graphics/Mail Order segment registered a $6.8 million, or 4.6%, decline in
Net Sales partially due to the cyclical nature of its Doubleday Bros. & Co.
division. The sluggish European economy and the decline in the average annual
exchange rates of many European currencies against the dollar in 1994, as
compared to 1993, has resulted in a decrease in Net Sales reported by this
segment's James Burn Group. Net Sales reported by the Industrial segment rose
slightly in fiscal 1994. A noteworthy improvement in Net Sales was reported by
this segment's Standex Electronics division. However, this growth was offset by
a decline in Net Sales reported by other operations. The European recession,
particularly in the automotive industry, negatively impacted the Company's
Roehlen Industries - Europe operations. Also, weakness in U.S. defense related
industries has resulted in a decline in Net Sales reported by this segment's
Spincraft operations. The Gross Profit Margin percentage registered a slight
decrease from 33.2% in 1993 to 32.7% in 1994. The Gross Profit Margin
percentage reported by the Industrial and Graphics/Mail Order segments remained
consistent with the prior year. The Institutional segment reported a slight
decrease in the Gross Profit Margin percentage from 28.6% in 1993 to 28.1%
primarily due to competitive pressures on profit margins. Selling, General and
Administrative Expense (SG&A) rose approximately $1.1 million in 1994 as
compared to 1993. However, as a percentage of Net Sales, SG&A decreased from
24.3% in 1993 to 23.4%. The Institutional segment reported an increase in SG&A
in direct proportion with its growth in Net Sales. This increase was offset by
a decrease in expenses reported by the Graphics/Mail Order and Industrial
segments. Due to the respective decline and stabilization of Net Sales reported
by these two segments, management implemented cost reduction programs during
the year which resulted in a decline in these expenses. In 1994, a slight
decrease was experienced in Depreciation and Amortization Expenses. These
expenses were $12.5 million in 1994, versus $12.9 million in 1993. There were
no significant changes within any segment. Despite an increase in borrowings,
Interest Expense increased only slightly in 1994. This is primarily due to
lower interest rates in the first eight months of fiscal 1994 as compared to
the same period in 1993. The above resulted in an improvement in Income Before
Income Taxes of approximately $4.8 million, or 12.7%, in 1994 as compared to
1993. The effective tax rate remained fairly stable at 35.7% in 1994 which
represented a slight decline from the 35.9% effective tax rate reported in
1993. Due to the above factors, Net Income rose $3.1 million, or 13.1%.
Fiscal 1993 as Compared to Fiscal 1992
Net Sales increased $29.1 million, or 6.1%, in 1993 as compared to 1992.
Changes in unit volume, and not prices, were primarily responsible for the
variation in Net Sales reported for each segment.
As shown in the table above, all of the segments reported improvement in Net
Sales with the exception of the Graphics/Mail Order segment which declined
slightly. This was due to various factors none of which were significant.
With a $23.8 million, or 12.7%, growth in Net Sales as compared to 1992, the
Institutional segment reported record sales. The increase reported by this
segment was attributed to improved performances at several divisions including
BK Industries, the Jarvis Caster Group and Snappy Air Distribution Products.
Also, a $3.0 million increase in this Net Sales was attributable to the
acquisition of Toastswell in May 1992. However, the largest improvement in Net
Sales of $15.4 million was reported by this segment's Master-Bilt Products
division due to the introduction of a new product line.
The Industrial segment reported a $7.2 million, or 5.1%, increase in Net Sales.
Significant growth within the worldwide texturing product line accounted for
the majority of this segment's expansion in Net Sales. Also, Roehlen
Engraving's Net Sales increased primarily due to a 12 week strike in 1992 which
negatively affected Net Sales.
The Gross Profit Margin percentage registered a slight increase in 1993 to
33.2% from 32.8% in 1992. The Industrial segment's Gross Profit Margin
percentage rose to 33.5% versus 32.2% in 1992. The Institutional segment also
reported an increase from 28.0% in 1992 to 28.6% in 1993. The growth reported
by these two segments resulted primarily from increased quantities sold causing
an overall reduction in per unit costs. A decrease in the Gross Profit Margin
percentage was reported by the Graphics/Mail Order segment to 31.1% in 1993 as
compared to 32.2% in 1992. This reduction was primarily due to lower sales
volumes combined with competitive pressures on profit margins due to the
European recession.
Selling, General and Administrative Expense (SG&A) rose approximately $7.0
million in 1993 as compared to 1992. However, as a percentage of Net Sales,
SG&A remained stable at approximately 24.0% for both periods. The Industrial
and Institutional segments reported increases in SG&A primarily due to their
growth in Net Sales. These increases were partially offset by a decline in SG&A
reported by the Graphics/Mail Order segment. Due to the slight decline in this
segment's Net Sales, measures were taken to reduce costs through staff
reductions and reevaluation of marketing programs. In 1993, an increase was
experienced in Depreciation and Amortization Expenses. In 1993, these expenses
were $12.9 million versus $11.9 million in 1992. There were no significant
changes within any segment. Despite increased borrowings during 1993, Interest
Expense decreased approximately $1 million in 1993 as compared to 1992. This
was the result of lower interest rates in the United States where the Company
has most of its borrowings.
The above resulted in an improvement in Income Before Taxes of approximately
$3.8 million, or 11.3%, in 1993 as compared to 1992. The effective tax rate
increased slightly from 34.9% in 1992 to 35.9% in 1993. The tax rate for 1992
was lower than normal primarily due to the receipt of non-recurring executive
life insurance proceeds which were non-taxable. Due to the above factors, Net
Income rose $2.1 million, or 9.6%
Other Matters
Inflation has not been a significant factor in Net Income in recent years
because of the relatively modest rate of price increases in the economies of
the United States and of the other countries where the Company has operations.
Environmental matters
The Company is a party to various claims and legal proceedings, generally
incidental to its business and has recorded an appropriate provision for the
resolution of such matters. As explained more fully in the notes to the
consolidated financial statements, the Company does not expect the ultimate
disposition of the matters to have a material adverse effect on its financial
statements.
New Accounting Pronouncements
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 114, "Accounting for Impairment of a
Loan," and SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". The Company has evaluated the effects of these standards and
believes that they will not affect the Company's financial condition or
operating results.
<TABLE>
{Five-Year Financial Review}
<CAPTION>
Standex International Corporation and Subsidiaries
(In thousands, except
per share data) 1994 1993 1992 1991 1990
Year Ended June 30
Summary of Operations
<S> <C> <C> <C> <C> <C>
Net sales $529,399 $506,312 $477,216 $481,701 $460,192
Gross profit margin 172,979 168,309 156,727 156,787 149,084
Interest expense 5,938 5,597 6,565 7,902 8,269
Income before income taxes 42,222 37,450 33,659 32,620 34,766
Provision for income taxes 15,075 13,438 11,746 12,444 13,043
Net income** 27,147 24,012 21,913 20,176 22,723
Per Share Data*
Net sales 34.62 30.92 26.75 25.01 22.53
Earnings** 1.78 1.47 1.23 1.05 1.11
Dividends paid .52 .43 .38 .36 .34
Book value 8.16 7.99 8.27 7.71 7.34
Average shares outstanding 15,293 16,376 17,837 19,258 20,424
June 30
Financial Condition
Working capital 126,803 109,128 110,994 104,285 115,222
Current ratio 2.81 2.49 2.49 2.43 2.72
Property, plant
and equipment - net 89,697 90,919 94,871 86,182 85,870
Total assets 323,721 308,569 316,566 297,418 297,849
Long-term debt 112,854 94,416 86,699 70,133 72,978
Stockholders' equity 118,932 121,524 137,010 138,688 142,406
</TABLE>
<TABLE>
<CAPTION>
Sales and Earnings By Quarter
Year Ended June 30 (Unaudited)
(In thousands, except per share data)
1994 1993
First Second Third Fourth First Second Third Fourth
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $127,338 $133,493 $130,892 $137,676 $127,051 $136,160 $117,532 $125,569
Gross profit margin 41,022 45,773 42,037 44,147 42,070 46,884 38,227 41,128
Net income 6,310 7,087 6,231 7,519 5,504 6,613 5,277 6,618
Earnings per share* .41 .46 .41 .50 .33 .40 .32 .42
Common Stock Prices and Dividends Paid*
</TABLE>
<TABLE>
Common Stock Price Range
<CAPTION>
1994 1993 Dividends Per Share
High Low High Low 1994 1993
<S> <C> <C> <C> <C> <C> <C>
First quarter $23-1/2 $18-1/2 $17-3/4 $14-5/8 $.12 $.09-1/2
Second quarter 27-3/4 20-1/8 19-1/4 17-1/4 .13 .10-1/2
Third quarter 29-5/8 24-7/8 21-3/4 18-1/2 .13 .10-1/2
Fourth quarter 30-3/8 25-5/8 22-1/4 .19 .14 .12
</TABLE>
<TABLE>
<CAPTION>
Distribution of the 1994 Sales Dollar
<S> <C> <C>
Materials and services $296,254,000 56%
Wages, salaries and employee benefits 172,507,000 33
Depreciation and amortization 12,478,000 3
Interest on borrowed money 5,938,000 1
Income taxes 15,075,000 3
Reinvested in the Company 19,346,000 3
Dividends to stockholders 7,801,000 1
Total $529,399,000 100%
*Adjusted for May, 1993 two-for-one stock split. **1990 includes $1,000,000
($.05 per share) related to the cumulative effect of the change in accounting
for income taxes.
</TABLE>
<TABLE>
{STATEMENTS OF CONSOLIDATED INCOME}
<CAPTION>
Standex International Corporation and Subsidiaries
Year Ended June 30 1994 1993 1992
Revenue
<S> <C> <C> <C>
Net sales $529,399,483 $506,312,331 $477,216,161
Interest and other 1,842,432 579,143 2,133,478
Total revenue 531,241,915 506,891,474 479,349,639
Costs and Expenses
Cost of products sold 346,491,082 327,933,270 311,184,395
Selling, general and
administrative 124,113,059 123,041,550 116,019,462
Depreciation and
amortization 12,477,651 12,869,607 11,921,519
Interest 5,937,960 5,597,049 6,565,160
Total costs and expenses 489,019,752 469,441,476 445,690,536
Income Before Income Taxes 42,222,163 37,449,998 33,659,103
Provision for Income Taxes 15,075,000 13,438,000 11,746,000
Net Income $27,147,163 $24,011,998 $21,913,103
Earnings Per Share $1.78 $1.47 $1.23
</TABLE>
<TABLE>
{STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY}
<CAPTION>
Additional Cumulative
Paid-in Retained Translation Treasury Stock
Common Stock Capital Earnings Adjustment Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1991 $20,988,209 $5,619,642 $208,951,600 $ 2,990,882 4,999,085 $(98,350,822)
Stock issued for stock
options and employee stock
purchase plan net of related
income tax benefit 688,807 (294,379) 5,864,805
Treasury stock acquired 1,005,707 (26,086,257)
Net income 21,913,103
Dividends paid (38 cents
per share) (6,589,792)
Foreign currency translation
adjustment 1,859,485
Balance, June 30, 1992 20,988,209 6,308,449 224,274,911 4,850,367 5,710,413 (118,572,274)
Two-for-one stock split 20,988,208 (6,932,183) (14,056,025) 5,710,413
Stock issued for stock options
and employee stock purchase plan
net of related income tax benefit 623,734 (341,464) 3,687,670
Treasury stock acquired 1,688,447 (31,895,811)
Net income 24,011,998
Dividends paid (43 cents per
share) (6,872,400)
Foreign currency translation
adjustment (5,796,771)
Balance, June 30, 1993 41,976,417 0 227,358,484 (946,404) 12,767,809 (146,780,415)
Stock issued for stock options
and employee stock purchase plan
net of related income tax benefit 871,128 (263,275) 3,106,090
Treasury stock acquired 897,136 (23,532,338)
Net income 27,147,163
Dividends paid (52 cents per
share) (7,800,753)
Foreign currency translation
adjustment (2,467,417)
Balance, June 30, 1994 $41,976,417 $ 871,128 $246,704,894 $(3,413,821) 13,401,670 $(167,206,663)
Included in Stockholders' Equity at June 30, 1993 and 1992 are reductions of approximately $84,000 and $840,000 respectively, for a
loan receivable from the Employees' Stock Ownership Trust. Share amounts have been adjusted to reflect the May 1993 two-for-one
stock split, where appropriate.
See notes to consolidated financial statements.
</TABLE>
<TABLE>
{CONSOLIDATED BALANCE SHEETS}
<CAPTION>
Standex International Corporation and Subsidiaries
June 30 1994 1993
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents $5,023,401 $7,518,085
Receivables - less allowance of $2,587,000
in 1994 and $2,667,000 in 1993 83,380,665 75,451,372
Inventories 104,560,817 95,477,875
Prepaid expenses 3,987,588 3,903,716
Total current assets 196,952,471 182,351,048
Property, Plant and Equipment
Land and buildings 59,161,556 59,537,597
Machinery and equipment 154,401,695 147,882,972
Total 213,563,251 207,420,569
Less accumulated depreciation 123,866,069 116,501,554
Property, plant and equipment, at cost-net 89,697,182 90,919,015
Other Assets
Goodwill - net 16,256,690 17,287,356
Prepaid pension and other 20,814,502 18,011,237
Total other assets 37,071,192 35,298,593
Total $323,720,845 $308,568,656
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of debt $9,575,506 $10,713,924
Accounts payable 28,711,360 28,233,791
Accrued payroll and employee benefits 18,208,413 18,710,802
Income taxes 2,772,976 4,412,538
Other 10,881,247 11,151,708
Total current liabilities 70,149,502 73,222,763
Long-Term Debt-less current portion 112,853,918 94,416,253
Deferred Income Taxes 13,769,000 12,974,000
Other Noncurrent Liabilities 8,016,470 6,431,320
Stockholders' Equity
Common Stock-authorized, 30,000,000 shares in 1994
and 1993; par value, $1.50 per share; issued
27,984,278 shares in 1994 and 1993 41,976,417 41,976,417
Additional paid-in capital 871,128 -
Retained earnings 246,704,894 227,358,484
Cumulative translation adjustment (3,413,821) (946,404)
Less cost of treasury shares: 13,401,670 shares
in 1994 and 12,767,809 in 1993 (167,206,663) (146,780,415)
Less loan receivable from Employees'
Stock Ownership Trust - (83,762)
Total stockholders' equity 118,931,955 121,524,320
Total $323,720,845 $308,568,656
See notes to consolidated financial statements.
</TABLE>
<TABLE>
{STATEMENTS OF CONSOLIDATED CASH FLOWS}
<CAPTION>
Standex International Corporation and Subsidiaries
Ended June 30 1994 1993 1992
Cash Flows from Operating Activities
<S> <C> <C> <C>
Net income $27,147,163 $24,011,998 $21,913,103
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 12,477,651 12,869,607 11,921,519
Profit improvement incentive plan 3,662,698 3,064,838 2,420,137
Deferred income taxes 795,000 606,000 720,000
Net pension credit (837,000) (620,000) (959,000)
(Gain)loss on sale of investments,
real estate and equipment (1,045,123) 284,928 342,903
Gain on disposition of businesses - - (1,029,324)
Increase (decrease) in cash from changes
in assets and liabilities, net of effect of
acquisitions and dispositions:
Receivables-net (8,024,312) 261,099 (306,866)
Inventories (9,254,430) (1,534,022) (3,286,998)
Prepaid expenses and other assets (2,189,924) (969,571) (1,325,187)
Accounts payable 459,485 (981,692) 3,166,620
Accrued payroll, employee benefits and other liabilities (3,247,000) 498,789 1,035,755
Income taxes (1,706,496) (996,557) 228,850
Net cash provided by operating activities 18,237,712 36,495,417 34,841,512
Cash Flows from Investing Activities
Expenditures for property and equipment (13,237,820) (10,727,300) (15,652,779)
Expenditures for acquisitions - net of cash acquired - - (6,738,831)
Proceeds from sale of investments, real estate
and equipment 2,756,004 269,394 1,426,119
Proceeds from disposition of businesses - - 1,393,095
Net cash used for investing activities (10,481,816) (10,457,906) (19,572,396)
Cash Flows from Financing Activities
Proceeds from additional borrowings 23,502,040 10,978,583 25,529,124
Payments of debt (6,202,793) (6,165,189) (11,903,669)
Stock issued under employee stock option and
stock purchase plans 3,977,218 4,311,404 6,553,612
Cash dividends paid (7,800,753) (6,872,400) (6,589,792)
Purchase of treasury stock (23,532,338) (31,895,811) (26,086,257)
Payments on Employees' Stock Ownership Trust loan 83,762 755,939 671,532
Net cash used for financing activities (9,972,864) (28,887,474) (11,825,450)
Effect of Exchange Rate Changes on Cash and
Cash Equivalents (277,716) (522,585) 133,653
Net Changes in Cash and Cash Equivalents (2,494,684) (3,372,548) 3,577,319
Cash and Cash Equivalents at Beginning of Year 7,518,085 10,890,633 7,313,314
Cash and Cash Equivalents at End of Year $5,023,401 $7,518,085 $10,890,633
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $5,856,833 $5,633,566 $7,343,214
Income taxes 15,919,562 13,718,741 11,075,201
See notes to consolidated financial statements.
</TABLE>
{NOTES TO CONSOLIDATED FINANCIAL STATEMENTS}
Summary of Accounting Policies
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of
Standex International Corporation and its subsidiaries.
Cash and Cash Equivalents
Includes highly liquid investments purchased with a remaining maturity of three
months or less. The recorded amount of cash equivalents approximates fair
market value.
Inventories
Inventories are stated at the lower of first-in, first-out cost or market.
Property, Plant and Equipment
Property, plant and equipment are depreciated over their
estimated useful lives using primarily the straight-line method.
Goodwill
The excess of purchase price of acquired companies over the fair value of net
identifiable assets at date of acquisition has been recorded as goodwill and is
being amortized on a straight-line basis over a forty-year period. Accumulated
amortization aggregated $6,864,000 and $6,250,000 at June 30, 1994 and 1993,
respectively. The Company annually evaluates the net balance of goodwill based
on the projected operating income of the respective businesses on an
undiscounted cash flow basis.
Foreign Currency Translation
Assets and liabilities of non-U.S. operations are translated into U.S. dollars
at year-end exchange rates. Revenues and expenses are translated using average
exchange rates. The resulting translation adjustment is reported as a separate
component of stockholders' equity. Gains and losses from non-U.S. currency
transactions are included in results of operations.
Earnings Per Share
Earnings per share are computed based on the average number of shares and share
equivalents outstanding during the year. The weighted average number of shares
used in the determination of earnings per share was 15,293,351, 16,375,964 and
17,836,576 in 1994, 1993 and 1992, respectively. All references to share and
per share data have been adjusted to reflect the two-for-one stock split in
May, 1993.
<PAGE>
Reclassifications
Certain prior year amounts have been reclassified to conform to the 1994
financial statement presentation.
<TABLE>
Inventories
<CAPTION>
Inventories are comprised of (in thousands):
1994 1993
<S> <C> <C>
Raw materials $36,765 $33,187
Work in process 25,598 21,648
Finished goods 42,198 40,643
Total $104,561 $95,478
Debt
Debt is comprised of (in thousands):
1994 1993
Bank credit agreements $109,095 $87,371
Institutional investors 8 3/4%
(Due 1995-1996)-unsecured 10,000 15,000
Other 1% to 11%
(Due 1995-2003) 3,335 2,759
Total 122,430 105,130
Less current portion 9,576 10,714
Total long-term debt $112,854 $94,416
</TABLE>
Bank Credit Agreements
The Company has the option to borrow up to $135,000,000 on an unsecured
short-term basis at rates which are generally below the prime rate (such rates
varied from 3.4% to 4.5% during 1994). In addition, the Company has a revolving
credit agreement with four banks. The agreement provides for a maximum credit
line of $125,000,000 until December 31, 1997, at which time outstanding loans
will be due and payable. Borrowings under the agreement period would generally
bear interest at rates which approximate the prime rate. The Company is
required to pay a commitment fee of up to 1/2% on the average daily unused
amount. There were no borrowings outstanding under the revolving credit
agreement during 1994, 1993 or 1992.
<TABLE>
<CAPTION>
Available borrowings under the bank agreements described above are reduced by
short-term borrowings. The following is a summary of borrowings under the
agreements (in thousands):
1994 1993 1992
<S> <C> <C> <C>
Maximum month-end borrowings during
the year $109,095 $87,848 $77,466
Average aggregate
borrowings during
the year $97,351 $76,959 $63,192
Weighted average
interest rate for
borrowings out-
standing during
the year 3.8% 3.8% 5.5%
Available borrowings
at year-end $25,905 $37,629 $22,534
</TABLE>
The Company may refinance the unsecured short-term borrowings on a long-term
basis under the revolving credit agreement discussed above. As such, the
short-term outstanding borrowings, which are not expected to be paid within a
year, are classified as long-term debt, and the debt repayment schedule, as
presented below, is based on the terms of the revolving credit agreement.
Management believes that the recorded amount of short-term borrowings
approximate their fair value.
Loan Covenants and Repayment Schedule
The Company's loan agreements contain provisions relating to the maintenance of
working capital and other financial ratios, restrictions on additional
borrowings, treasury stock purchases and payments of dividends. At June 30,
1994, retained earnings of $6,365,000 were available for dividends and other
distributions; this limitation will be augmented in the future by 50% of net
income subsequent to June 30, 1994. It is anticipated the debt to which this
covenant applies will be paid in full by September 30, 1994.
Debt is due as follows: 1995, $9,576,000; 1996, $5,375,000; 1997, $305,000;
1998, $106,075,000; 1999, $190,000; and thereafter $909,000.
<TABLE>
Accrued Payroll and Employee Benefits
<CAPTION>
This current liability caption consists of (in thousands):
1994 1993
<S> <C> <C>
Payroll $13,138 $12,813
Benefits 3,540 4,377
Taxes 1,530 1,521
Total $18,208 $18,711
</TABLE>
Commitments
The Company leases certain property and equipment under agreements with initial
terms ranging from one to twenty years. Rental expense for the years ended June
30, 1994, 1993 and 1992 was approximately $5,900,000, $5,400,000 and
$4,800,000, respectively. At June 30, 1994, the minimum annual rental
commitments under noncancelable operating leases, principally real estate, were
approximately: 1995, $3,700,000; 1996, $2,700,000; 1997, $1,600,000; 1998,
$1,100,000; 1999, $800,000; after 1999, $500,000.
Contingencies
The Company is a party to various claims and legal proceedings related to
environmental matters generally incidental to its business. Management has
evaluated each matter based upon the advice of its independent environmental
consultants and has recorded an appropriate provision for the resolution of
such matters in accordance with Statement of Financial Accounting Standards
(SFAS) No. 5, "Accounting for Contingencies." Management believes that the
ultimate disposition of these matters will not have a material adverse effect
on the Company's financial statements.
<TABLE>
Income Taxes
<CAPTION>
Effective July 1, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." Deferred assets and liabilities are recorded for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. The adoption of SFAS No. 109 did not have a material
impact on the Company's consolidated financial statements.
The provision for income taxes consists of (in thousands):
1994 1993 1992
Current:
<S> <C> <C> <C>
Federal $8,509 $8,201 $6,755
State 2,062 1,640 1,323
Non-U.S. 3,709 2,991 2,948
Total 14,280 12,832 11,026
Deferred 795 606 720
Total $15,075 $13,438 $11,746
</TABLE>
<TABLE>
Income before income taxes relating to U.S. operations was $30,254,000,
$27,862,000 and $23,872,000 in 1994, 1993 and 1992, respectively. Income before
income taxes for Non-U.S. operations was $11,968,000, $9,588,000 and $9,787,000
in 1994, 1993 and 1992, respectively.
<CAPTION>
A reconciliation of the U.S. Federal income tax rate to the effective income
tax rate is as follows:
1994 1993 1992
<S> <C> <C> <C>
Statutory tax rate 35.0% 34.0% 34.0%
Non-U.S. (1.1) (1.0) (0.7)
State taxes 3.3 3.3 2.6
Insurance - net (0.5) (0.3) (1.5)
Other items - net (1.0) (0.1) 0.5
Effective income tax rate 35.7% 35.9% 34.9%
</TABLE>
<TABLE>
Significant components of the Company's net deferred tax liability as of June
30, 1994 were as follows (in thousands):
<CAPTION>
Deferred tax liabilities:
<S> <C>
Accelerated depreciation $12,612
Net pension credit 5,678
Other items 589
Deferred tax assets:
Expense accruals (3,357)
Compensation costs (1,753)
Net deferred tax liability $13,769
</TABLE>
<TABLE>
Significant components of deferred income taxes and their related impact on
deferred income tax expense are as follows (in thousands):
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Accelerated depreciation $606 $612 $277
Net pension credit 759 621 676
Compensation costs (509) 28 -
Business disposition costs - - 489
Expense accruals (204) (538) (718)
Other items 143 (117) (4)
Total $795 $606 $720
</TABLE>
At June 30, 1994, accumulated retained earnings of non-U.S. subsidiaries
totaled $35,185,000. No provision for U.S. income and foreign withholding taxes
has been made because it is expected that such earnings will be reinvested
indefinitely or the distribution of any remaining amount would be principally
offset by foreign tax credits. The determination of the withholding taxes that
would be payable upon remittance of these earnings and the amount of
unrecognized deferred tax liability on these unremitted earnings is not
practicable.
Industry Segment Information
The Company is composed of three product groups. These groups are described on
pages 4-11. Net sales include only transactions with unaffiliated customers and
include no significant intersegment or export sales. Operating income by
product group and geographic area excludes general corporate and interest
expenses. Assets of the Corporate segment consist primarily of cash,
administrative buildings and equipment and other non-current assets.
<TABLE>
<CAPTION>
Net Sales Operating Income
(In thousands) 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Graphics/Mail Order $138,738 $145,558 $147,117 $11,484 $13,342 $11,949
Institutional 241,054 211,682 187,896 28,379 25,125 20,405
Industrial 149,607 149,067 141,839 16,955 15,810 15,147
Corporate and other - 5 364 (14,596) (16,827) (13,842)
Total $529,399 $506,312 $477,216 $42,222 $37,450 $33,659
Assets Employed Capital Expenditures
(In thousands) 1994 1993 1992 1994 1993 1992
Graphics/Mail Order $76,250 $75,410 $83,226 $3,031 $1,368 $3,545
Institutional 136,117 117,314 109,858 6,521 4,472 4,390
Industrial 95,732 100,071 104,183 3,627 4,816 7,340
Corporate and other 15,622 15,774 19,299 59 71 378
Total $323,721 $308,569 $316,566 $13,238 $10,727 $15,653
Depreciation and Amortization
<S> <C> <C> <C>
(In thousands) 1994 1993 1992
Graphics/Mail Order $2,659 $2,802 $2,623
Institutional 4,522 4,246 3,715
Industrial 5,036 5,391 5,234
Corporate and other 261 431 350
Total $12,478 $12,870 $11,922
Financial data related to U.S. and non-U.S. operations:
U.S. Non-U.S.
(In thousands) 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Net sales $431,774 $402,274 $373,888 $97,625 $104,033 $102,964
Operating income 45,761 44,987 37,799 11,057 9,290 9,702
Assets employed 232,448 207,999 205,432 75,651 84,796 91,835
The Corporate segment is excluded from the above table.
</TABLE>
Employee Benefit Plans
Retirement Plans
The Company and its subsidiaries have several company sponsored, funded
retirement plans covering substantially all U.S. and many non-U.S. employees.
Benefits are principally based on an employee's years of service and
compensation during employment. The Company's funding policy with respect to the
U.S. plans is to contribute annually the amount required by the Employee
Retirement Income Security Act of 1974. Non-U.S. plans are funded in accordance
with local requirements.
<TABLE>
The periodic pension credit is comprised of the components listed below as
determined using the projected unit credit actuarial cost method (in thousands):
<CAPTION>
1994 1993 1992
Service costs for benefits
<S> <C> <C> <C>
earned during the period $3,913 $3,852 $3,687
Interest cost on projected
benefit obligation 7,478 6,941 6,278
Actual return on plan assets 1,217 (9,192) (5,750)
Net amortization and deferral (13,445) (2,221) (5,174)
Net pension credit $(837) $(620) $(959)
</TABLE>
<TABLE>
The following table sets forth the funded status and obligations of the
Company's principal plans at year end, using a measurement date of April 1
(in thousands):
<CAPTION>
1994 1993
<S> <C> <C>
Accumulated vested benefit obligation $79,236 $68,797
Projected benefit obligation 99,068 90,120
Fair value of assets 113,350 117,750
Funded status 14,282 27,630
Unrecognized transition amount (13,534) (15,299)
Unrecognized prior service cost 1,455 1,565
Unrecognized loss (gain) 8,692 (4,682)
Prepaid pension cost $10,895 $9,214
</TABLE>
The accumulated benefit obligation approximated the accumulated vested benefit
obligation in 1994 and 1993. The Company used an assumed weighted average
discount rate of 8.0% for 1994 and 8.5% for 1993 and 1992, and a rate of
increase in future compensation levels of 5% in 1994, and 6% for 1993 and 1992
in determining the actuarial present value of the U.S. projected benefit
obligation. The expected long-term rate of return on U.S. plan assets was 9% in
1994, 1993 and 1992. At June 30, 1994, U.S. plan assets consisted of equity
securities, U.S. treasury obligations, corporate bonds and cash equivalents. For
its non-U.S. plans, the Company used assumed weighted average discount rates
ranging from 7.5% to 10%, and rates of increase in future compensation levels
ranging from 5% to 7% in determining the actuarial present value of the
projected benefit obligation. The expected long-term rate of return on plan
assets was 11.0%. As of June 30, 1994, non-U.S. plan assets consist of units in
a pooled investment fund.
Certain U.S. employees are covered by union-sponsored, collectively bargained,
multi-employer pension plans. Contributions and cost are determined in
accordance with the provisions of negotiated labor contracts or terms of the
plans. Pension expense for these plans was $1,006,000, $881,000 and $939,000 in
1994, 1993 and 1992, respectively.
Employees' Stock Ownership Plan
The Company has an Employee Stock Ownership Plan covering certain salaried
employees. Amounts provided for this plan are approved by the Board of Directors
and for the years ended June 30, 1994, 1993 and 1992 aggregated $1,000,000 each
year.
Profit Improvement Incentive Plan
The Company has a profit improvement incentive plan in which certain officers
and employees participate. Shares under this plan are issued at the discretion
of the Salary and Employee Benefits Committee of the Board of Directors and are
assigned a value equal to a multiple of earnings per share payable in five years
based upon the net increase in earnings per share over the five-year period.
Each fiscal year, amounts are charged or credited to operations to reflect this
liability. Amounts charged to operations for the years ended June 30, 1994, 1993
and 1992 were $3,663,000, $3,065,000 and $2,420,000, respectively.
Postretirement Benefits Other Than Pensions
The Company sponsors unfunded postretirement medical and life plans covering
certain full time employees who retire and have attained the requisite age and
years of service. Retired employees are required to contribute toward the cost
<PAGE>
of coverage according to various rules established by the Company.
Effective July 1, 1993, the Company adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," which requires accrual of
postretirement benefits (such as health care and life insurance benefits) during
the years an employee provides services. Prior to adopting this standard, the
Company recorded the cost of these benefits on a pay-as-you-go basis. The
adoption of SFAS No. 106 increased operating expenses by $639,000
in 1994. Postretirement benefits paid during 1994 totaled $667,000, while net
postretirement costs recorded in 1994 aggregated $1,306,000 which included
service and interest costs of $119,000 and $741,000, respectively, as well as
$446,000 relating to the amortization of the transition obligation which is
being amortized on a straight line basis over twenty years.
<TABLE>
The following table sets forth the funded status of the Company's postretirement
benefit plans (in thousands):
<CAPTION>
Accumulated benefit obligation:
<S> <C>
Retirees $4,770
Eligible active employees 1,921
Other active employees 2,384
Total 9,075
Unrecognized net loss 49
Unrecognized transition obligation (8,485)
Accrued postretirement cost $639
</TABLE>
The Company used an assumed discount rate of 8% and an initial assumed health
care cost trend rate of 8.5%, declining gradually to an ultimate cost rate of
4.5% for years after 2008. A 1% increase in the assumed health care cost trend
rate would have increased the cost of postretirement health care benefits by 8%
and the accumulated benefit obligation at June 30, 1994 by $726,000.
Stock Option and Stock Purchase Plans
<TABLE>
Stock Option Plans
<CAPTION>
At June 30, 1994, 546,616 shares of common stock were reserved for issuance
under the Stock Option Plans. Options may be granted at or below fair market
value as of the date of grant and must be exercised within the period prescribed
by the Salary and Employee Benefits Committee of the Board of Directors at the
time of grant but not later than ten years from the date of grant. Options
granted at fair market value can be exercised any time after six months from
date of grant, and options granted at below fair market value can only be
exercised in accordance with vesting schedules prescribed by the Committee.
A summary of options issued under the plans is as follows:
No. of Shares
Outstanding, June 30, 1991
<S> <C>
($5.10 to $10.50 per share) 1,412,100
Granted ($9.00 to $12.50 per share) 24,500
Exercised ($5.10 to $10.32 per share) (487,816)
Cancelled ($5.08 to $8.25 per share) (138,134)
Outstanding, June 30, 1992
($5.10 to $12.50 per share) 810,650
Granted ($15.82 to $18.38 per share) 48,000
Exercised ($5.10 to $12.50 per share) (255,554)
Outstanding, June 30, 1993
($5.10 to $18.38 per share) 603,096
Granted ($16.00 to $26.00 per share) 37,000
Exercised ($5.10 to $15.81 per share) (177,884)
Cancelled ($7.50 to $12.50 per share) (4,800)
Outstanding, June 30, 1994
($6.75 to $26.00 per share) 457,412
Exercisable, June 30, 1994
($6.75 to $18.38 per share) 293,912
</TABLE>
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan which allows employees to
purchase shares of common stock of the Company at a 15% discount from market
value. Shares of stock reserved for the Plan were 282,539 at June 30, 1994.
Shares purchased under this plan aggregated 85,391; 85,910 and 50,471 in 1994,
1993 and 1992, respectively.
Shareholders Rights Plan
The Company has a Shareholders Rights Plan for which purchase rights have been
distributed as a dividend at the rate of one right for each share of common
stock held. The rights may be exercised only if an entity has acquired
beneficial ownership of 20% or more of the Company's common stock, or announces
an offer to acquire 30% or more of the Company.
Stock split
All share and per share data have been adjusted, where appropriate, to reflect
the May 1993, two-for-one stock split.
<PAGE>
Acquisitions
During 1992, the Company made five acquisitions for a total of $6,700,000 in
cash. These transactions were accounted for as purchases and, accordingly, the
consolidated financial statements include the results of operations of the
acquired businesses from their respective acquisition dates. The purchase price
of the acquisitions were allocated to the assets acquired based on their fair
value and resulted in the recognition of goodwill of $1,220,000. If the
acquisitions had occurred as of July 1, 1991 consolidated results would not have
been materially affected.
Quarterly Results of Operations (Unaudited)
The unaudited quarterly results of operations for the years ended June 30, 1994
and 1993 are set forth on page 14.
Subsequent Event
On August 10, 1994, the Company entered into an agreement to sell a subsidiary,
Standex International Engraving GmbH, as of August 31, 1994 for total
consideration of $19.4 million. This transaction is expected to result in a
gain. Net sales of the subsidiary totaled $19.1 million during 1994.
{INDEPENDENT AUDITORS' REPORT}
To the Board of Directors and Stockholders
of Standex International Corporation:
We have audited the accompanying consolidated balance sheets of Standex
International Corporation and subsidiaries as of June 30, 1994 and 1993, and the
related statements of consolidated income, stockholders' equity, and cash flows
for each of the three years in the period ended June 30, 1994. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
<PAGE>
material respects, the financial position of Standex International Corporation
and subsidiaries as of June 30, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1994 in conformity with generally accepted accounting principles.
Boston, Massachusetts
August 16, 1994
Corporate
Headquarters
Standex International Corporation
6 Manor Parkway
Salem, N.H. 03079
(603) 893-9701
Facsimile:(603) 893-7324
Common Stock
Listed on the New York Stock
Exchange (Ticker symbol:SXI)
Transfer Agent and Registrar:
The First National Bank
of Boston, Shareholder
Services Division,
Box 644, Mail Stop 45-02-09,
Boston, Mass. 02102-0644
(617) 575-2900
Counsel
Hale and Dorr
60 State Street
Boston, Mass. 02109
Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, Mass. 02110
Shareholder Services
Stockholders should contact Standex.s Transfer Agent (The First National Bank of
Boston, Shareholder Services Division, Box 644, Mail Stop 45-02-09, Boston,
Mass. 02102-0644) regarding changes in name, address or ownership of stock;
lost certificates or dividends; and consolidation of accounts.
Form 10-K
<PAGE>
Shareholders may obtain a copy of Standex.s Form 10-K Annual Report, as filed
with the Securities and Exchange Commission by writing to: Standex Investor
Relations Department, 6 Manor Parkway, Salem, N.H. 03079
Stockholder Meeting
The Annual Meeting of Stockholders will be held at
11:00 AM on Tuesday, October 25, 1994 at The First National Bank of Boston,
Auditorium, Main Lobby, 100 Federal Street, Boston, Mass.
{BOARD OF {CORPORATE {DIVISION
DIRECTORS} OFFICERS} MANAGEMENT}
Thomas L. King* Thomas L. King Robert J. Dittrich
Chairman of the Board, Chairman of the Board, President
President, Chief President, Chief Standard Publishing
Executive Officer Executive Officer
Harry D. Goodwin
John Bolten, Jr.a David R. Crichton President
Consultant Executive Vice Crest Fruit Company
President/
William L. Brown* Operations Jerry G. Griffin
Former Chairman of the President
Board of Bank of Boston Thomas H. DeWitt Standex Commercial Products
Corporation and The First Executive Vice
National Bank of Boston President/ John Hill
Administration, Chairman & Consultant
David R. Crichton General Counsel Standex Electronics
Executive Vice
President/Operations Lindsay M. Sedwick Giorgio Mazza
Vice President, President
Samuel S. Dennis 3d*a Treasurer Roehlen Industries/Europe
Senior Partner, Hale
and Dorr, Attorneys Edward J. Trainor Martin D. Pallante
Vice President President
Thomas H. DeWitt Roehlen Industries/
Executive Vice President/ Robert R. Kettinger North America
Administration, Corporate Controller
General Counsel Thomas Tellin
Richard H. Booth President
Walter F. Greeley Corporate Counsel, James Burn International
Chairman, High Street Secretary
Associates, An Investment Edward J. Trainor
Partnership Deborah A. Rosen President
Senior Corporate Standex Institutional
Daniel B. Hogan, Ph.D. Attorney, Products
President, Assistant Secretary
<PAGE>
The Apollo Group, L. Kenneth Womelsdorf
Management Consultants Norman B. Asher President
Assistant Secretary Standex Precision
C. Kevin Landry Engineering
Managing Partner,
T.A. Associates,
A Venture Capital Firm
H. Nicholas Muller, III,
Ph.D.
Director, State
Historical
Society of Wisconsin
Sol Sackel
Former Senior
Vice President of the
Company
Lindsay M. Sedwick
Vice President, Treasurer
* Member of Executive
Committee
a Founder of the Company
Printed in U.S.A. by Standard Publishing,
Cincinnati, Ohio, a division of Standex International.
EXHIBIT 21
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUBSIDIARIES OF REGISTRANT
Information is set forth below concerning all operating subsidiaries of the
Company as of June 30, 1994 (except subsidiaries which, considered in the
aggregate do not constitute a significant subsidiary):
Percentage
Percentage of Voting
of Voting Stock
Stock Owned Owned by
Jurisdiction of by the Immediate
Name of Subsidiary Incorporation Company Parent
Crest Fruit Company............... Texas 100%
Custom Hoists, Inc................ Ohio 100%
James Burn/American, Inc.......... New York 100%
Standex Financial Corp. .......... Delaware 100%
SXI Limited....................... Canada 100%
Keller-Dorian Graveurs, S.A. ..... France 100%
S. I. de Mexico S.A. de C.V. ..... Mexico 100%
Standex International FSC, Inc. .. Virgin Islands 100%
Standex International GmbH........ Germany 100%
Standex International
Engraving GmbH ............... Germany 100%
Standex Holdings Limited.......... United Kingdom 100%
Standex International
Limited....................... United Kingdom 100%
Roehlen Industries Pty.
Limited....................... Australia 50% 50%
James Burn International
Limited....................... United Kingdom 100%
Standex Electronics (U.K.)
Limited....................... United Kingdom 100%
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
Nos. 33-9108, 33-9109, C-206-16, 33-2-7706, 33-42954 and 33-45054 of
Standex International Corporation on Form S-8 of our reports dated
August 16, 1994, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Standex International Corporation for the
year ended June 30, 1994.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 12, 1994
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ David R. Crichton
David R. Crichton
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ Daniel B. Hogan
Daniel B. Hogan
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ Samuel S. Dennis 3d
Samuel S. Dennis 3d
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ John Bolten, Jr.
John Bolten, Jr.
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ Thomas H. DeWitt
Thomas H. DeWitt
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ Walter F. Greeley
Walter F. Greeley
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ C. Kevin Landry
C. Kevin Landry
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ H. Nicholas Muller, III
H. Nicholas Muller, III
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ William L. Brown
William L. Brown
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ Sol Sackel
Sol Sackel
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex International
Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas
H. DeWitt, and each of them singly, my true and lawful attorney with
full power to them, and each of them singly, to sign for me and in my
name in my capacity as a director of Standex, the Annual Report of
Standex on Form 10-K for the fiscal year ended June 30, 1994 and any
and all amendments thereto and generally to do such things in my name
and behalf to enable Standex to comply with the requirements of the
Securities and Exchange Commission relating to Form 10-K.
Witness my signature this 1st day of September, 1994.
/s/ Lindsay M. Sedwick
Lindsay M. Sedwick
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-END> JUN-30-1994
<CASH> 5,023
<SECURITIES> 0
<RECEIVABLES> 85,968
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<PP&E> 213,563
<DEPRECIATION> 123,866
<TOTAL-ASSETS> 323,721
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<COMMON> 41,976
0
0
<OTHER-SE> 76,956
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<SALES> 529,399
<TOTAL-REVENUES> 531,242
<CGS> 346,491
<TOTAL-COSTS> 346,491
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<INCOME-PRETAX> 42,222
<INCOME-TAX> 15,075
<INCOME-CONTINUING> 27,147
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,147
<EPS-PRIMARY> 1.78
<EPS-DILUTED> 1.78
</TABLE>
