SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Standex International Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
854231107
(CUSIP Number)
Deborah A. Rosen, Standex International Corporation, 6 Manor
Parkway, Salem, New Hampshire, 03079, 603-893-9701
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 1995
(Date of Event which Requires Filing of this Statement)
If filing person has previously filed a statement on Schedule
13G to report the acquisition which is subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class. See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 854231107
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions) ------ SC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place of Organization ---- Boston, Massachusetts
<TABLE>
<S> <C>
Number of 7) Sole Voting Power ----- None
Shares Bene-
ficially 8) Shared Voting Power ---- None
Owned by
Each Report- 9) Sole Dispositive Power ---- 1,729,514
ing Person
With 10) Shared Dispositive Power ---- None
</TABLE>
11) Aggregate Amount Beneficially Owned by each Reporting Person -- 1,729,514
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13) Percent of Class Represented by Amount in Row (11) ---
12.4% as of October 1, 1995
14) Type of Reporting Person (See Instructions) ----- EP
ITEM 1. Security and Issuer.
This statement relates to the Common Stock of Standex
International Corporation, the issuer of such securities,
which has executive offices at 6 Manor Parkway, Salem, New
Hampshire 03079.
ITEM 2. Identity and Background.
(a) The Standex International Corporation Employees' Stock
Ownership Trust (the "Trust"), which is filing this Schedule
13D, is a trust formed in Massachusetts in 1975. The State
Street Bank and Trust Company, located at 225 Franklin
Street, Boston, Massachusetts 02101, is the trustee and
Standex international Corporation is the sponsor.
(b) Not Applicable
(c) Not Applicable
(d) The Trust has not, in the last five years, been
convicted in any criminal proceeding nor has it been subject
to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(e) See (d) above
(f) Not Applicable
ITEM 3. Source and Amount of Funds
or other Consideration.
Not Applicable
ITEM 4. Purpose of Transaction.
The shares of Standex International Corporation are being
acquired by the Trust in order to fund the Standex
International Corporation Employees' Stock Ownership Plan
(the "Plan"), which is an employee stock ownership plan
under Section 401(a) of the Internal Revenue Code. The
Trust will continue to acquire shares of the Common Stock of
Standex International Corporation as funds are made
available to it through contributions by Standex
International Corporation.
ITEM 5. Interest in Securities of the Issuer.
(a) The Trust beneficially owns 1,729,514 shares of the
Common Stock of Standex International Corporation which
represents 12.4% of the issued and outstanding Common Stock
as of October 1, 1995.
(b) The Trustee of the Trust has the sole power to
dispose or direct the disposition of shares from the Trust
but only pursuant to the Standex International Corporation
Employees' Stock Ownership Trust Agreement (the "Trust
Agreement") and the Plan.
Participants in the Plan have the power to vote the shares
allocated to their account under the Plan.
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer.
Not Applicable
ITEM 7. Material to be Filed as Exhibits.
Not Applicable
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Standex International Corporation
Employee Stock Ownership Trust
By: /s/Thomas H. DeWitt
Thomas H. DeWitt
for the Administrative Committee
Attention: Intentional misstatements or omissions of
fact constitute Federal criminal violations (see 18 U.S.C.
1001).
