As filed with the Securities and Exchange Commission on April 26, 1995
File No. _________
_________________________________________________________________________
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
STANDEX INTERNATIONAL CORPORATION
(Exact name of issuer as specified in its Certificate of Incorporation)
_____DELAWARE___________________ _______31-0596149_____________
(State of Incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE____ ______03079______
(Address of principal executive offices) (Zip Code)
STANDEX INTERNATIONAL CORPORATION 1994 STOCK OPTION PLAN
(Full Title of Plan)
Deborah A. Rosen
c/o Standex International Corporation
6 Manor Parkway, Salem, New Hampshire 03079
(603)_893-9701__________________________
(Name, Address and telephone number of
agent for service)
<TABLE>
Calculation of Registration Fee (1)
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock 400,000 $ 30.75 $12,300,000 $4,241
par value
$1.50 per share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
(the "Securities Act") as amended, upon the basis of the average of the
high and low sale price of the Registrant's Common Stock as reported on
the New York Stock Exchange on April 21, 1995.
<PAGE>
PROSPECTUS
400,000 Shares
COMMON STOCK
(par value $1.50 per share)
This Prospectus covers the issuance of shares of the Common Stock, par
value $1.50 per share ("Common Stock") of Standex International Corporation
(the "Company"), 6 Manor Parkway, Salem, New Hampshire 03079 (603-893-9701)
pursuant to the 1994 Stock Option Plan of the Company. The issuable shares
may include authorized but unissued shares or previously issued shares
reacquired and held in the treasury of the Company. This Prospectus also
covers such additional shares as may be issuable under said plan in the event
of a stock dividend, stock split, recapitalization or other change in the
Common Stock. It does not cover the resale of securities acquired under the
Plan by "affiliates" of the Company (as that term is defined in Rule 405 under
the Securities Act).
Shares may be purchased under the 1994 Stock Option Plan by selected
employees of the Company (including officers who are not employees but
generally excluding persons who own more than 10% of the Company's voting
securities) who are granted options under the Plan.
The Common Stock is listed for trading on the New York Stock Exchange.
The average of the high and low sale prices of the Common Stock on the New
York Stock Exchange on April 21, 1995 was $30.75 per share, as reported in The
Wall Street Journal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Neither the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or the dates as of
which information is set forth herein. No person has been authorized to give
any information or to make any representations, other than as contained
herein, in connection with the offer contained in the Prospectus, and if given
or made, such information or representations must not be relied upon. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy the shares by any person in any jurisdiction in which it is unlawful
for such person to make such an offer or solicitation.
The date of this Prospectus is April 26, 1995.
ITEM 2. AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission in Washington, D.C. and at
<PAGE>
certain of its regional offices at:
500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511;
7 World Trade Center, Suite 1300,
New York, New York 10048;
5670 Wilshire Blvd.
llth Floor
Los Angeles, CA 90036-3648
Copies of such materials can also be obtained at prescribed rates from
the Public Reference Section of the Commission, Washington, D. C. 20549.
Reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company will provide, upon written or oral request, without charge to
each person, including any beneficial owner to whom a copy of this Prospectus
has been delivered, a copy of any and all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Requests for such copies should be directed
to Deborah A. Rosen, Senior Corporate Attorney, Legal Department, Standex
International Corporation, 6 Manor Parkway, Salem, New Hampshire 03079
(1-603-893-9701).
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are
incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10K for the year ended June 30,
1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the
latest prospectus filed pursuant to Rule 424(b) under the Securities Act, that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.
(3) The description of the Common Stock contained in a registration
statement filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
<PAGE>
unsold shall be deemed to be incorporated in this Prospectus by reference and
shall be deemed a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion
The legality of the shares of the Common Stock reserved for issuance
under the 1994 Stock Option Plan will be passed upon for the Company by
Deborah A. Rosen, Senior Corporate Attorney of the Company. At February 6,
1995, Ms. Rosen owned 3,967 shares of Common Stock (excluding approximately
1,234 shares in her account at December 31, 1994 under the Company's
Employees' Stock Ownership Plan).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Seventh Article of the Restated Certificate of Incorporation of
the Company, each person who is or was a director or officer of the Company
will be indemnified by the Company to the fullest extent permitted by Section
145 of the General Corporation Law of Delaware as the same may be amended and
supplemented from time to time. Section 145(a) of the General Corporation Law
of Delaware permits a corporation to indemnify any director, officer, employee
or agent of the corporation against expenses, judgments, fines and amounts
paid in settlement or incurred by him or her in connection with any action,
suit or proceeding arising out of his or her status as director, officer,
employee or agent if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action, had no reasonable cause
to believe his or her conduct was unlawful. To the extent that such a person
has been successful in defense of any such action or claim, Section 145(c)
provides that he or she shall be indemnified against expenses incurred by him
or her in connection therewith. Under Section 145(g), a corporation also has
the power to purchase and maintain insurance on behalf of any director,
officer, employee or agent against any liability arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify him or her against such liability.
The Registrant maintains, on behalf of its directors and officers,
insurance protection in the amount of $20,000,000 against certain liabilities
arising out of the discharge of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4. Standex International Corporation 1994 Stock Option Plan.
<PAGE>
5. Opinion of Deborah A. Rosen as to the legality of the Common
Stock.
23.1 Consent of Deloitte & Touche LLP, independent public accountants.
23.2 The Consent of Counsel is included in her opinion filed as
Exhibit 5 hereto.
24. Powers of Attorney from John Bolten, Jr., William L. Brown, David
R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F.
Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin Landry,
H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick.
ITEM 9.
UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus of any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that sub-paragraphs (i) and (ii) above do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
<PAGE>
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer of controlling person or the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Salem, County of Rockingham and the
State of New Hampshire, on the 26th day of April, 1995.
STANDEX INTERNATIONAL CORPORATION
By: /s/ Edward J. Trainor
Edward J. Trainor, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Date Signature Title
President, Chief Operating
April 26, 1995 /s/ Edward J. Trainor Officer and Director
Corporate Controller
April 26, 1995 /s/ Robert R. Kettinger (Chief Accounting Officer)
Edward J. Trainor has signed below on April 26, l995 as attorney-in-fact
for the following Directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
<PAGE>
William L. Brown Thomas L. King
David R. Crichton C. Kevin Landry
Samuel S. Dennis 3d H. Nicholas Muller, III
Thomas H. DeWitt Sol Sackel
Walter F. Greeley Lindsay M. Sedwick
/s/ Edward J. Trainor
Edward J. Trainor
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
4 Standex International Corporation
1994 Stock Option Plan
5 Legal Opinion
23.1 Consent of Deloitte & Touche LLP,
Independent Public Accountants
23.2 Consent of Deborah A. Rosen, as
counsel to the Company
24 Powers of Attorney from:
John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d,
Thomas H. DeWitt, Walter F. Greeley,
Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, H. Nicholas Muller, III, Sol Sackel
and Lindsay M. Sedwick
<PAGE>
EXHIBIT 4
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
<PAGE>
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.
<PAGE>
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. Sc1 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
<PAGE>
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.
<PAGE>
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
<PAGE>
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"
<PAGE>
(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.
<PAGE>
EXHIBIT 5
April 24, 1995
Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
Gentlemen:
I have prepared, a Registration Statement on From S-8 pursuant to the
Securities Act of 1933, as amended, (the "Registration Statement") to be
filed with the Securities and Exchange Commission relating to an aggregate of
400,000 shares of the Common Stock (the "Shares") of Standex International
Corporation, a Delaware corporation (the "Company"), issuable under the 1994
Stock Option Plan of the Company (the "Plan") which as approved by the
stockholders of the Company at the Annual Meeting of Stockholders held on
October 25, 1994.
I am Senior Corporate Attorney and Assistant Secretary of the Company.
I am beneficial owner of 3,967 shares of Common Stock (including
approximately 1,234 shares in my account as of December 31, 1994 under the
Standex Employees' Stock Ownership Plan). I have examined, the Certificate
of Incorporation, as amended, of the Company, the Registration Statement and
such other documents as I have deemed material for the purposes of this
opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware; and
2. The Shares are duly authorized for issuance and, when issued and
paid for in accordance with the terms of the Plan, will have been
legally issued and will be fully paid and non-assessable.
The foregoing assumes that all necessary steps will have been taken to
comply with the requirements of the Securities Act of 1933, as amended,
applicable requirements of state law regulating the sale of securities and
applicable requirements of the New York Stock Exchange.
I hereby consent to the use of my name in the Registration Statement
and under the caption "Legal Opinion" in the Prospectus which is incorporated
in the Registration Statement, and to the fling of this Opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement.
Sincerely,
<PAGE>
/s/ Deborah A. Rosen
Deborah A. Rosen
Senior Corporate Attorney
DAR/dpr
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement 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, and to the reference to us under the heading "Experts" in
the prospectus, which is a part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 24, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ William L. Brown
___________________________
William L. Brown
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
<PAGE>
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Sol Sackel
___________________________
Sol Sackel
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Daniel B. Hogan
___________________________
Daniel B. Hogan
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
<PAGE>
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Samuel S. Dennis 3d
___________________________
Samuel S. Dennis 3d
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ John Bolten, Jr.
___________________________
John Bolten, Jr.
EXHIBIT 24
POWER OF ATTORNEY
<PAGE>
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Walter F. Greeley
___________________________
Walter F. Greeley
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Nicholas Muller, III
___________________________
Nicholas Muller, III
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Thomas L. King
___________________________
Thomas L. King
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
<PAGE>
Witness my signature as of the 20th day of February,
1995.
/s/ Lindsay M. Sedwick
___________________________
Lindsay M. Sedwick
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ Thomas H. DeWitt
___________________________
Thomas H. DeWitt
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Thomas H. DeWitt and Edward
J. Trainor, and each of them singly, my true and lawful
attorney with full power to them, and to each of them singly,
to sign for me and in my name, as a director of Standex
International Corporation, Registration Statements of Standex
International Corporation on Form S-8 to be filed with the
Securities and Exchange Commission, and any and all
amendments to said Registration Statements, and generally to
<PAGE>
do all such things in my name and behalf in my capacity as
director of Standex International Corporation, to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission,
hereby ratifying and confirming their signatures or either of
them singly as it may be signed to said Registration
Statements and any and all amendments thereto.
Witness my signature as of the 20th day of February,
1995.
/s/ David R. Crichton
___________________________
David R. Crichton
<PAGE>
