STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
September 16, 1996
To the Stockholders of Standex International Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders
of Standex International Corporation which will be held at The First National
Bank of Boston, 100 Federal Street, Boston, Massachusetts on Tuesday, October
29, 1996 at 11:00 A.M.
We hope that you will be able to attend the meeting. However, whether
or not you plan to attend in person, please complete, sign, date and return the
enclosed proxy card promptly to ensure that your shares will be represented. If
you do attend the meeting, you may vote your shares personally.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement, which contain information about the formal business to be acted on by
the stockholders. The meeting will also feature a report on the operations of
your Company, followed by a question and discussion period.
Sincerely,
/s/ EDWARD J. TRAINOR
Edward J. Trainor
President/CEO
STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Standex International Corporation
(the "Company") will be held at The First National Bank of Boston, 100 Federal
Street, Boston, Massachusetts on Tuesday, October 29, 1996, at 11:00 A.M. local
time for the following purposes:
1. To fix the number of directors at thirteen and to elect four directors
to hold office for three-year terms ending on the date of the Annual
Meeting of Stockholders in 1999;
2. To approve the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending June 30, 1997; and
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 9, 1996
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ RICHARD H. BOOTH
Richard H. Booth, Secretary
September 16, 1996
Salem, New Hampshire
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR
PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE, YOU MAY VOTE YOUR
SHARES IN PERSON AT THE ANNUAL MEETING.
<PAGE>
STANDEX INTERNATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 29, 1996
This Proxy Statement is being furnished on or about September 16, 1996
in connection with the solicitation of proxies by the Board of Directors of
Standex International Corporation (the "Company") for use at the Annual Meeting
of Stockholders to be held on Tuesday, October 29, 1996. All proxies will be
voted in accordance with the instructions contained therein and, if no choice is
specified, will be voted for the election of each of the individuals nominated
by the Board of Directors and in favor of the other proposal set forth in the
Notice of Meeting.
The election of Directors will require the affirmative vote of a
plurality of the shares of Common Stock voting in person or by proxy at the
Annual Meeting. The ratification of the appointment of Deloitte & Touche LLP as
independent auditors will require the affirmative vote of a majority of the
shares of Common Stock of the Company voting on the proposal in person or by
proxy at the Annual Meeting. Stockholders may vote in favor of all nominees for
Director or withhold their votes as to all nominees or withhold their votes as
to specific nominees. With respect to the ratification of the appointment of
Deloitte & Touche LLP as independent auditors, stockholders should specify their
choices on the enclosed form of proxy.
Shares which abstain from voting as to a particular matter, and shares
held in "street name" by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as shares voting on such matter. Accordingly, abstentions and "broker
non-votes" will have no effect on the voting on a matter that requires the
affirmative vote of a certain percentage of the shares voting on a matter.
Any proxy may be revoked at any time before it is exercised by delivery
of written notice to the Secretary of the Company or by executing a subsequent
proxy.
The Board of Directors has fixed September 9, 1996 as the record date
for the determination of stockholders entitled to vote at the Annual Meeting. At
the record date, there were outstanding and entitled to vote 13,375,034 shares
of the Common Stock of the Company. Each share is entitled to one vote.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors and officers, without
additional remuneration, may solicit proxies in person and by
telecommunications. Brokers, custodians and fiduciaries will be requested to
forward proxy soliciting materials to the owners of stock held in their names
and the Company will reimburse them for their out-of-pocket expenses in this
regard.
To assure the presence in person or by proxy of the necessary quorum
for holding the meeting, the Company has employed the firm of Morrow & Co., Inc.
to assist in soliciting proxies by mail, telephone, facsimile and personal
interview for a fee estimated at approximately $3,500.00 plus disbursements.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to fix the number of
directors at thirteen and to elect as directors Messrs. John Bolten, Jr., David
R. Crichton, Samuel S. Dennis 3d and Daniel B. Hogan, Ph.D. identified below as
nominees, for three-year terms expiring in 1999 unless authority to vote for the
election of directors is withheld by marking the proxy to that effect.
In the event that any nominee for election should become unavailable,
the person acting under the proxy may vote for the election of a substitute.
Management has no reason to believe that any nominee will become unavailable.
Information about each director and nominee for director at July 31,
1996 follows:
<TABLE>
<CAPTION>
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 1999 Certain Other Directorships
- ------------------------------ ------------------------------------------------------------
<S> <S>
John Bolten, Jr. + Consultant to the Company.
Director Since 1955
Age 76
David R. Crichton Executive Vice President/Operations of the Company since
Director Since 1992 June 1989.
Age 58
Samuel S. Dennis 3d *+ Of Counsel, Hale & Dorr (Attorneys) Boston, MA since
Director Since 1955 January 1996; Senior Partner, Hale & Dorr from 1952
Age 86 through 1995; Former Vice President of the Company.
Daniel B. Hogan, Ph.D. President, The Apollo Group (Management Consultants)
Director Since 1955 since 1991; Vice President and Director, Research and
Age 86 Development, McBer Col 1990
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1997 Certain Other Directorships
- ------------------------------ ------------------------------------------------------------
<S> <S>
Thomas H. DeWitt Executive Vice President/Administration of the Company
Director Since 1987 since January 1987; General Counsel of the Company since
Age 54 October 1985.
Walter F. Greeley Chairman, High Street Associates, Inc. (a management and
Director Since 1989 acquisition group) since 1988.
Age 65
C. Kevin Landry Managing Director and CEO, TA Associates, Inc. (a private
Director Since 1975 equity firm), Boston, MA. since January 1994 and prior
Age 52 thereto Managing Partner of TA Associates.
H. Nicholas Muller, III, Ph.D. President and CEO, The Frank Lloyd Wright Foundation since
Director Since 1984 May 1996 and prior thereto Director of the State Historical
Age 57 Society of Wisconsin.
Edward J. Trainor* Chief Executive Officer of the Company since July 1995;
Age 56 President of the Company since July 1994; Chief Operating
Officer of the Company from July 1994 to June 1995;
President of the Standex Institutional Products Division of
the Company from February 1987 to July 1994; Vice President
of the Company from August 1992 to July 1994.
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1998 Certain Other Directorships
- ------------------------------- ------------------------------------------------------------
<S> <S>
William L. Brown* Former Chairman of the Board of Bank of Boston Corporation
Director Since 1961 and The First National Bank of Boston.
Age 74
Director of G.C. Companies, Inc., Ionics, Incorporated,
Bradley Real Estate Trust and North American Mortgage
Company.
Thomas L. King* Chairman of the Board of the Company since January 1992;
Director Since 1970 President of the Company from August 1984 to July 1994;
Age 66 Chief Executive Officer of the Company from July 1985 to
June 1995.
Sol Sackel Former Senior Vice President of the Company.
Director Since 1983
Age 72
Lindsay M. Sedwick Senior Vice President of Finance/CFO of the Company since
Director Since 1992 January 1996; Vice President of the Company from January
Age 61 1990 to January 1996 and Treasurer of the Company since
January 1986.
<FN>
- --------------------
<F1> + Founder of the Company.
<F2> * Member of the Executive Committee of the Board of Directors.
</FN>
</TABLE>
STOCK OWNERSHIP IN THE COMPANY
Stock Ownership by Directors, Nominees for Director and Executive Officers
The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of July 31, 1996 of each director,
each nominee for director, each executive officer named in the Summary
Compensation Table and all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
------------------------------------
Percent of
No. of Outstanding
Name Shares Common Stock
------------------------------------ ---------------- -------------
<S> <C> <C>
John Bolten, Jr. 256,392 (3) 1.8
William L. Brown 1,360 **
David R. Crichton 16,752 (2) **
Samuel S. Dennis 3d 553,659 (4) 3.8
Thomas H. DeWitt 95,283 (2)(5) **
Walter F. Greeley 2,004 **
Daniel B. Hogan, Ph.D. 13,053 (6) **
Thomas L. King 152,716 1.0
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 3,630 **
Sol Sackel 10,416 **
Lindsay M. Sedwick 44,269 (2) **
Edward J. Trainor 62,461 (2) **
All Directors and Executive Officers 1,230,815 8.5
as a Group (15 Persons)
<FN>
- --------------------
<F1> ** Less than 1% of outstanding Common Stock.
<F2> (1) As used herein, "beneficial ownership" means the sole or shared power to
vote, and/or the sole or shared investment power with respect to shares of
Common Stock. The directors have sole voting and investment power with
respect to the shares shown as beneficially owned by them except for 65
shares for Mr. Crichton, 50,437 shares for Mr. DeWitt, 1,200 shares for Mr.
Greeley, 4,000 shares for Mr. Landry, 1,300 shares for Mr. Sedwick, 10,416
shares for Mr. Sackel and 19,209 shares for Mr. Trainor, which are jointly
held with their respective spouses. The shares owned by spouses or minor
children of certain directors have not been included because the respective
directors have disclaimed beneficial interest in the shares. These
shareholdings are: Mrs. DeWitt (895), Mrs. Dennis (61,000), Mr. Hogan's
children (6,000), Mrs. Landry and their children (135,404), and Mrs. Sackel
(2,000).
<F3> (2) The numbers listed include estimates of the shares held in the Standex
Employees' Stock Ownership Plan at June 30, 1996, which are vested to the
accounts of Messrs. Crichton, DeWitt, Sedwick and Trainor. These
individuals have voting power over the shares allocated to them in this
plan, but no investment power; however, in the event of a tender or
exchange offer for the Common Stock of the Company, these individuals
(along with all other participants) will determine, on a confidential
basis, whether the Common Stock held in their accounts should be tendered
or exchanged. The numbers also include the following shares which are
capable of being purchased by exercise of stock options within 60 days of
July 31, 1996: Mr. Trainor (40,000), Mr. DeWitt (21,600) and Mr. Sedwick
(1,600).
<F4> (3) The number listed includes 28,710 shares held in a trust of which Messrs.
Bolten, Jr., Hogan and Dennis are trustees. To avoid duplication, these
shares have only been shown as beneficially owned by Mr. Bolten, Jr.
<F5> (4) The number listed includes 17,000 shares held in trusts as to which Mr.
Dennis is sole trustee and 243,382 shares as to which he is co-trustee. The
latter number includes a trust holding 62,188 shares wherein Mr. Dennis is
a co-trustee with Messrs. Bolten, Jr. and Hogan. To avoid duplication,
these shares have only been shown as beneficially owned by Mr. Dennis. Mr.
Bolten, Jr. is also a co-trustee with Mr. Dennis of a trust holding 125,738
shares. However, in order to avoid duplication, these shares have only been
shown as beneficially owned by Mr. Dennis.
<F6> (5) The number listed includes 8,000 shares held in a trust as to which Mr.
DeWitt is a co-trustee.
<F7> (6) The number listed includes 6,040 shares held in a testamentary estate as to
which Mr. Hogan is executor.
</FN>
</TABLE>
--------------------
Stock Ownership of Certain Beneficial Owners
The table below sets forth each stockholder who, based on public
filings, is known to the Company to be the beneficial owner of more than 5% of
the Common Stock of the Company as of July 31, 1996.
<TABLE>
<CAPTION>
Beneficial Ownership
------------------------------
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
-------------------------------------------------- ------------ ------------
<S> <C> <C>
State Street Bank and Trust Company, as Trustee of 1,578,004(1) 10.9
the Standex International Corporation Employees'
Stock Ownership Trust,
225 Franklin Street, Boston, MA
FMR Corp. 847,000(2) 5.8
82 Devonshire Street
Boston, MA 02109-3614
<FN>
- --------------------
<F1> This number includes shares allocated to participating employees' accounts
over which such participants have sole voting power.
<F2> FMR Corp. is a parent holding company of Fidelity Management and Research
Company, an investment advisory company that manages funds for investment
companies. Its beneficial ownership, as set forth in its most recent
statement, filed as of December 31, 1995 pursuant to Section 13G of the
Securities Exchange Act of 1934 (the "Act"), consists of 847,000 shares
over which it has sole dispositive power and 15,800 shares over which it
has sole power to vote or direct the vote.
</FN>
</TABLE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the Company's Common Stock as of the end of each of the last five fiscal years
with the cumulative total stockholder return on the Standard & Poor's
Manufacturing (Diversified Industry) Index and on the Russell 2000 Index,
assuming an investment of $100 in each at their closing prices on June 30, 1991
and the reinvestment of all dividends.
<TABLE>
<CAPTION>
Standex S & P
Measurement Period International Russell Manufacturing
Fiscal Year Covered Corporation 2000 (Div. Ind.)
----------------------- ------------- ------- -------------
<S> <C> <C> <C>
Measurement Pt.-6/30/91 $100 $100 $100
FYE 6/30/92 $141 $115 $ 99
FYE 6/30/93 $184 $145 $117
FYE 6/30/94 $238 $151 $131
FYE 6/30/95 $291 $181 $173
FYE 6/30/96 $270 $224 $221
</TABLE>
REPORT OF THE
SALARY AND EMPLOYEE BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is founded on the same
principles that guide the Company in establishing compensation programs at all
levels of the organization. The overall objective is to attract, retain and
motivate highly qualified individuals for all positions within the Company.
Consistent with this objective, all compensation programs, including
those for executives, adhere to the following policies:
* Compensation is based on the level of job responsibility, the
individual's level of performance and Company or unit performance.
* Compensation takes into account the value of the job in the market
place. The Company strives to be competitive with the pay of employers
of a similar size and stature who compete with the Company for talent.
* Equity ownership is encouraged at all levels of the Company to more
closely align the interests of employees with those of the
stockholders. Through its Stock Purchase Plan, the Company offers the
opportunity for equity ownership to all employees at U. S. locations.
In addition, the Company provides key management employees worldwide
the opportunity to build significant equity ownership through the
stock option program.
Consistent with these policies, the compensation of executive officers
is closely related to Company performance and, in addition to base salary, is
comprised of three elements: bonus, PIPS awards and stock options.
Bonus
Cash bonus awards are made each year to more than 900 employees of the
Company in order to motivate them and reward their contribution toward the
financial performance of the Company in the immediately preceding fiscal year.
As part of this program, bonus awards are considered each year for the
divisional management group as well as the executive officers of the Company.
The maximum amount which may be awarded to top Divisional management is
determined by the Salary and Employee Benefits Committee (the "Committee") on
the basis of the Company's overall performance (principally net income and
earnings per share) in the preceding fiscal year.
Specific bonus awards to top Divisional managers are based principally
on the net income of the Division measured against its historical performance
and its performance relative to the other Divisions that year. Bonus awards to
corporate executive officers are based principally on the net income and
earnings per share of the Company in the preceding year as well as individual
performance.
PIPS Plan
The Company's PIPS Plan is intended to provide an incentive to a broad
group of approximately 275 management employees (including executive officers)
to increase the earnings per share of the Company on a long-term basis.
Sustained increases in the Company's earnings per share will presumably, under
normal market conditions, lead to higher prices for the Company's Common Stock.
Payments under the PIPS Plan are made only when increases in earnings per share
have been achieved over the preceding five year period. Since the inception of
this program, there have been several years when no payments were made.
The Committee approves grants of PIPS shares each year, including those
to executive officers of the Company, based on operational and individual
performance. Awards are weighted toward the employees who have the greatest
potential to impact the earnings per share of the Company. At maturity, the
increase, if any, in the earnings per share of the Company over the base year is
accorded a price/earnings ratio of 10 and is paid to the participant in cash.
The PIPS awards, in addition to providing a direct link to increases in
earnings per share and an indirect link to increases in the market price of the
stock, also create an incentive for participants to remain with the Company for
the long term. PIPS vest one-third per year in the last three years of each five
year term. Therefore, a participant leaving the Company prior to the maturity
year forfeits all non-vested PIPS.
Stock Options
The Company believes that significant stock ownership by the executive
officers of the Corporation is a major incentive in building stockholder value.
Stock options are intended to encourage such stock ownership and to directly
align the interests of executive officers with those of the stockholders.
Under the 1994 Stock Option Plan and 1985 Stock Option Plan, executive
officers are eligible to receive occasional grants of incentive stock options
and/or non-qualified stock options. Incentive stock options are granted at the
fair market value of the underlying Common Stock at the date of grant and are
exercisable either six months from the date of grant or over a period of years
fixed by the Committee. Non-qualified stock options may be granted either at or
below fair market value on the date of grant and generally vest in installments
over a period of years. This vesting feature of some of the incentive stock
options and all the non-qualified options has the effect of encouraging
long-term commitment to the Company and its goals.
The Committee determines the amount of all grants to executive
officers, the term of the options and the vesting period. The size of option
grants to executive officers is based on the officer's level of responsibility
at the time of grant.
1995 Compensation of the Chief Executive Officer
When Mr. Trainor became the Chief Executive Officer of the Company on
July 1, 1995, his base salary was increased from $330,000 to $430,000. This
increase was intended to compensate him for assuming the responsibilities of
that office. This base salary was in effect throughout fiscal 1996.
In fiscal 1995, the net income of the Company increased 41.2% and
earnings per share were up 48.3%. The total return to stockholders (market
appreciation plus dividends paid) was 21.8%. Based on the excellent performance
of the Company in fiscal 1995 and Mr. Trainor's performance during that period
as President and Chief Operating Officer, the Committee recommended and the
Board approved, a bonus award to Mr. Trainor of $125,000. In addition, the
Committee awarded Mr. Trainor a PIPS grant equal to 2.2% of the total shares
awarded.
In February, 1996, the Committee granted stock options to Mr. Trainor
covering 15,000 shares. This was the largest individual award made in fiscal
1996 and represented 10.4% of the total shares awarded to all employees during
the fiscal year. All options granted to Mr. Trainor are exercisable at the
market price of the stock on the date of grant and vest over periods ranging
from 3 to 5 years. The decision of the Committee to make this grant to Mr.
Trainor was based on its judgment regarding Mr. Trainor's potential for future
contributions to the success of the Company and its desire to provide an
additional incentive for him to continue to enhance stockholder value.
Salary and Employee Benefits Committee
Walter F. Greeley, Chairman
William L. Brown
Samuel S. Dennis 3d
Daniel B. Hogan
Compensation Committee Interlocks and Insider Participation
Mr. Dennis was Vice President of the Company from November 1957 through
June 1989. In addition, the Company utilizes the services of the law firm of
Hale & Dorr, of which a corporation controlled by Mr. Dennis is a senior
partner.
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 1996, 1995
and 1994, the cash compensation as well as certain other compensation, paid to
the named executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------
Annual Compensation Awards Payouts
-------------------------------------------- ---------- -------------
Other Securities
Name and Fiscal Annual Underlying LTIP All Other
Principal Position Year Salary($) Bonus($) Compensation($)(8) Options(#) Payouts($)(3) Compensation(4)
- --------------------------- ------ --------- ------------- ------------------ ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas L. King 1996 $516,667 $ 200,000(9) $134,680 $1,385,765(9)
Chairman of the Board 1995 $760,000 $ 181,600 $7,240 $ 83,700 $ 40,858(5)
1994 $698,750 $1,160,000(2) $110,400 $ 42,123(5)
Edward J. Trainor(1) 1996 $430,000 $ 125,000 15,000 $ 46,620 $ 3,102
President/CEO 1995 $321,667 $ 100,000 $ 488 100,000 $ 27,900 $ 8,182(6)
1994 $222,500 $ 70,000 $ 40,480 $ 8,988(6)
Thomas H. DeWitt 1996 $340,750 $ 85,000 10,000 $ 64,750 $ 5,290(7)
Executive Vice President/ 1995 $323,000 $ 78,200 $ 759 $ 40,300 $ 4,982(7)
Administration 1994 $304,250 $ 72,100 $ 55,200 $ 6,778(7)
David R. Crichton 1996 $251,250 $ 65,000 10,000 $ 54,390 $ 5,511(7)
Executive Vice President/ 1995 $236,250 $ 57,200 $ 733 $ 34,100 $ 4,632(7)
Operations 1994 $221,250 $ 51,700 $ 27,600 $ 6,427(7)
Lindsay M. Sedwick 1996 $231,667 $ 55,000 $ 41,440 $ 3,102
Senior Vice President of 1995 $206,250 $ 49,500 $1,014 $ 21,700 $ 3,182
Finance/CFO 1994 $190,000 $ 43,100 8,000 $ 25,760 $ 4,988
<FN>
- --------------------
<F1> Mr. Trainor became CEO of the Company on July 1, 1995, President of the
Company on July 27, 1994, was COO of the Company from July 1994 to June
1995, and was a Vice President of the Company from July 29, 1992 through
July 27, 1994.
<F2> This amount includes a $1,000,000 special bonus awarded to Mr. King in
fiscal 1994.
<F3> LTIP Payouts reflect payments received by the named executive officers
pursuant to the Company's profit improvement plan described on page 14.
<F4> All other compensation includes contributions made by the Company to the
Standex Employees' Stock Ownership Plan, a defined contribution plan.
Estimates of the aggregate amounts contributed to this plan during fiscal
1996 are $3,102 for Messrs. Trainor, DeWitt, Crichton and Sedwick; during
fiscal 1995 are $3,182 for each named executive and during fiscal 1994 are
$4,988 for each named executive.
<F5> This amount includes $32,094, the premium paid by the Company on whole life
insurance owned by a trust of which Mr. King is a trustee for fiscal 1995
and 1994, respectively. Also included are $5,582 and $5,041, the premiums
paid by the Company for additional group term life insurance in 1995 and
1994, respectively.
<F6> This amount also includes performance bonuses of $5,000 and $4,000 awarded
to Mr. Trainor in 1995 and 1994, respectively.
<F7> This amount includes the dollar value of term life insurance premiums paid
by the Company (Mr. DeWitt--$2,188 in 1996, $1,800 in 1995 and $1,790 in
1994; Mr. Crichton--$2,409 in 1996; $1,450 in 1995 and $1,439 in 1994).
<F8> This column reflects amounts reimbursed during fiscal 1995 for payment of
FICA-HI taxes in connection with the Company's non-qualified pension plan.
<F9> This column includes the following retirement benefits: $627,907 received
as a one-time cash distribution pursuant to the Employees' Stock Ownership
Plan of the Company; two ten year annuities consisting of $248,730 received
pursuant to the Executive Security Program and $387,160 received pursuant
to the Supplemental Retirement Plan of the Company; and $121,968 received
pursuant to the Retirement Plan of the Company. Upon retirement Mr. King is
no longer a paticipant in the Company's bonus program.
</FN>
</TABLE>
--------------------
Stock Options
The following two tables provide information on stock option grants
made to the named executive officers in fiscal year 1996, options exercised
during fiscal year 1996 and options outstanding on June 30, 1996.
STOCK OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
Number of
Securities % of Total Grant Date
Underlying Options Granted Exercise or Present
Options to Employees Base Price Expiration Value
Name Granted(#)(1) in Fiscal Year ($/Sh) Date ($)(2)
- ------------------ ------------- --------------- ----------- ---------- ----------
<S> <C> <C> <C> <S> <C>
Thomas L. King -0- -- -- -- --
Edward J. Trainor 12,000 8.3% $28.50 2/28/06 $101,129
3,000 2.1% $28.50 2/28/06 $ 26,548
Thomas H. DeWitt 7,000 4.9% $29.75 1/31/06 $ 61,560
3,000 2.1% $29.75 1/31/06 $ 27,712
David R. Crichton 7,000 4.9% $27.875 3/07/06 $ 57,698
3,000 2.1% $27.875 3/07/06 $ 25,966
Lindsay M. Sedwick -0- -- -- -- --
<FN>
- --------------------
<F1> Grants of non-qualified options of 12,000 to Mr. Trainor and 7,000 each to
Messrs. DeWitt and Crichton first exercisable one year from the respective
dates of grant in annual increments of one-fifth of aggregate shares
subject to grant and all shares subject to options exercisable on and after
the fifth anniversary of the respective dates of grant. Grants of incentive
options of 3,000 each to Messrs. Trainor, DeWitt and Crichton first
exercisable one year from the respective dates of grant in annual
increments of one-third of aggregate shares subject to grant and all shares
subject to options exercisable on and after the third anniversary of the
respective dates of grant. In order to exercise the options, the employees
must be employed by the Company or the exercise must be within three months
of termination of employment, unless such termination is due to death or
disability.
<F2> In accordance with Securities and Exchange Commission Rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the option granted. Assumptions used to calculate Grant
Date Present Value of all option shares granted during the fiscal year
were: expected volatility-0.212; risk free rate of return-6.80%; dividend
yield-2.25%; and time of exercise--10 years. The valuation model was not
adjusted for non-transferability, risk of forfeiture or the vesting
restrictions in the option. The Company does not believe that the
Black-Scholes model or any other model, whether or not modified, can
accurately determine the future value of an option because such values
depend on future unpredictable factors. The future values realized may vary
significantly from the values estimated by the Black-Scholes model or any
other model. Any future values realized will ultimately depend upon the
excess of the market price of the stock over the grant price on the date
the option is exercised.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1996
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
At Fiscal Year End Fiscal Year End($)(2)
Shares Acquired Value ------------------------------ ----------------------------
Name On Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. King -0- -0- -0- -0- -0- -0-
Edward J. Trainor 5,200 $ 82,450 20,000 103,000 $110,000 $541,500
Thomas H. DeWitt -0- -0- 21,600 10,000 $453,600 $(12,500)
David R. Crichton 5,400 $120,150 -0- 10,000 -0- $ 6,250
Lindsay M. Sedwick 8,800 $176,088 -0- 4,800 -0- $ 60,000
<FN>
- --------------------
<F1> Value Realized equals the fair market value of underlying securities at
time of exercise, minus the exercise price, multiplied by the number of
shares acquired without deducting for taxes paid by the employee.
<F2> Calculated based on June 30, 1996 market price of $28.50 less the price to
be paid upon exercise.
</FN>
</TABLE>
Long Term Incentive Plan
The following table provides information regarding awards made to the
named executive officers during fiscal 1996 under the Company's profit
improvement plan. Each year certain eligible employees are granted profit
improvement participation shares ("PIPS") which mature in five years vesting
one-third per year in the last three years of the five year term. At maturity,
the increase, if any, in the earnings per share of the Company over the base
year is accorded a price/earnings ratio of 10 and is paid to the participant in
cash. There is no maximum payout. The figures in the Target column were
calculated based on the assumption that the payout rate on the PIPS shares
granted in September, 1995 would be equal to the actual payout rate on shares
maturing in 1996.
LONG TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock
Number of Shares, Performance or Price Based Plans
Units or Other Other Period Until Target
Name Rights(#) Maturation or Payout ($ or #)
------------------ ----------------- -------------------- ------------------------
<S> <C> <C> <C>
Thomas L. King -0- 5 years $ 0
Edward J. Trainor 3,000 5 years $34,800
Thomas H. DeWitt 1,800 5 years $20,880
David R. Crichton 1,800 5 years $20,880
Lindsay M. Sedwick 1,500 5 years $17,400
</TABLE>
Pension Plan Table
The following table shows the estimated annual benefits payable upon
retirement for the named executive officers in the compensation and years of
service classifications indicated under the Company's pension plan.
<TABLE>
<CAPTION>
Years of Service
------------------------------------------
Average Compensation 10 20 25 30
-------------------- ------ ------- ------- -------
<C> <C> <C> <C> <C>
200,000 27,000 54,000 67,500 81,000
300,000 40,500 81,000 101,250 121,500
400,000 54,000 108,000 135,000 162,000
500,000 67,500 135,000 168,750 202,500
600,000 81,000 162,000 202,500 243,000
700,000 94,500 189,000 236,250 283,500
</TABLE>
Pensions are computed on a straight-life annuity basis and are not
reduced for Social Security or other offset amounts. Participants receive a
pension based upon average compensation in the three highest consecutive
calendar years multiplied by the number of years of service, times 1.35%.
Average annual compensation is determined by adding the three highest
consecutive years' earnings and dividing by three.
The Internal Revenue Code of 1986, as amended, limits the benefits
which may be paid from a tax-qualified retirement plan. As permitted by the
Employee Retirement Income Security Act of 1974, the Company has a non-qualified
Supplemental Retirement Plan to provide for the full payment of the above
pensions to the extent the pension amounts exceed tax-qualified limits. The
pension amounts that exceed tax-qualified limits will be accounted for by the
Company as an operating expense.
The compensation covered by the pension plan is based on the combined
amounts set forth under the headings "Salary", "Bonus" and "LTIP Payouts" of the
Summary Compensation Table. However, the $1 million bonus paid to Mr. King in
1995 was excluded by agreement from compensation covered by the pension plan.
The years of credited service as of June 30, 1996 for the executive officers
named on the Summary Compensation Table are as follows: Edward J. Trainor--12
years; Thomas H. DeWitt--23 years; David R. Crichton--24 years and Lindsay M.
Sedwick--26 years. Mr. King retired with 32 years of service.
Employment Agreements
Messrs. King, DeWitt, Crichton, Sedwick and Trainor each have
employment agreements with the Company which provided for full-time employment
until June 30, 1995 for Mr. King and which provided for full-time employment
until January 31, 1996 for Messrs. Trainor, DeWitt, Crichton and Sedwick
respectively. Messrs. Trainor, DeWitt, Crichton and Sedwick's employment
agreements automatically renew for two consecutive three year terms unless
notice of termination is given one year prior to the end of the then current
term. The agreements provide for the payment of minimum annual compensation of
$400,000 for Mr. King, $200,000 for Mr. Trainor, $293,000 for Mr. DeWitt,
$210,000 for Mr. Crichton and $175,000 for Mr. Sedwick. Since expiration of his
full-time employment on June 30, 1995, Mr. King has acted in a consulting
capacity and, pursuant to his agreement, will act as a consultant for a period
of three years, at a compensation level equal to $516,667. Pension and other
deferred benefits to which Mr. King is entitled may be paid in addition to the
above amount. Their respective agreements prohibit Messrs. King, Trainor,
DeWitt, Crichton and Sedwick from competing with the present or future business
of the Company for two years subsequent to the termination of their respective
employments. Mr. Trainor presently receives base compensation under his
agreement at an annual rate of $430,000, Mr. DeWitt receives $345,000, Mr.
Crichton receives $255,000 and Mr. Sedwick receives $250,000.
Mr. King's employment agreement contains an additional provision
permitting him to participate for the remainder of his life, after termination
of his employment with the Company, in any medical, hospitalization or other
health plan of the Company provided Mr. King pays all premiums attributable to
such coverage.
The named executives' respective employment agreements contain
provisions that protect the executives from termination of employment in the
event of a hostile change in control as defined in their employment agreements.
These provisions require, in the event of termination, payment of three times
the respective executive's then current annual base salary and bonus, 100%
vesting in all benefit plans in which the executive participates and three
additional years of benefit service credited to the executive under the
Company's retirement plans. Additionally, all life and medical insurance plans
would be continued for three years for each terminated executive.
OTHER INFORMATION CONCERNING THE COMPANY
Board of Directors and Its Committees
Five meetings of the Board of Directors were held during the fiscal
year ended June 30, 1996. Each director of the Company attended at least 75% of
the meetings held during the year by the Board and all committees on which the
director served with the exception of Mr. Bolten, Jr. and Mr. Landry who
attended 20% and 71% of the meetings, respectively.
The Board has a Salary and Employee Benefits Committee consisting of
Messrs. Greeley (Chairman), Brown, Dennis and Hogan. During fiscal 1996, the
Committee held two meetings. The Committee makes recommendations to the Board on
the compensation of the top management of the Company and reviews the
compensation of top divisional management of the Company. Between meetings of
the Board of Directors, the Committee exercises the powers of the Board
pertaining to the Employee Stock Purchase Plan, the 1994 Stock Option Plan and
the 1985 Stock Option Plan.
Messrs. Brown (Chairman), Greeley and Landry serve on the Company's
Audit Committee. During fiscal 1996, the Committee met on two occasions. The
Audit Committee reviews, both prior to and after the audit, the Company's
financial reporting function, the scope and results of the audit performed (or
to be performed) by the independent auditors of the Company and the adequacy of
the Company's internal controls and reports thereon to the Board of Directors.
During the fiscal year, the Nominating Committee of the Board consisted
of Messrs. Dennis (Chairman), Brown and King. The function of the Committee is
to consider and recommend to the Board nominees for election as directors of the
Company. The Committee will consider nominees recommended by stockholders.
Although no formal procedure has been established, stockholders may submit
recommendations to the Secretary of the Company, 6 Manor Parkway, Salem, New
Hampshire 03079 at the time set forth for submitting shareholder proposals
generally.
During fiscal 1996, the Company paid certain non-employee directors
$18,000 as a retainer plus $1,000 for each Board meeting attended. Each director
also received $750 for each Committee meeting attended. Additionally,
non-employee directors serving as Committee chairmen were paid $1,000 for
serving in that capacity for the fiscal year.
Certain Transactions
The Company utilizes the services of the law firm of Hale & Dorr, of
which a corporation controlled by Mr. Dennis was a senior partner during a
portion of the fiscal year and Of Counsel during the balance of the fiscal year.
Indebtedness of Management
The Company has a Stock Option Loan Plan pursuant to which it has made
loans to employees to enable them to exercise stock options. Loans under this
plan are made at market interest rates at the time the loan is extended. The
loans must be repaid within ten years. Regular quarterly payments are made which
reduce the outstanding indebtedness. The Company holds as collateral all stock
received on the exercise of options under this plan.
The largest amount of indebtedness outstanding under this plan as to
certain directors and officers of the Company at any time since the beginning of
the last fiscal year, as well as the amount outstanding as of July 31, 1996, are
as follows:
<TABLE>
<CAPTION>
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 1995 July 31, 1996
------------------ ------------ -------------
<S> <C> <C>
Edward J. Trainor $115,896 $ 97,099
Lindsay M. Sedwick $251,383 $249,185
</TABLE>
PROPOSAL 2--APPROVAL OF AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Deloitte & Touche LLP, independent public accountants, as
auditors of the Company for the year ending June 30, 1997. This firm and two
predecessor firms have been auditors of the Company since 1955.
It is expected that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders where they will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
OTHER PROPOSALS
Management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented at the meeting, it
is the intention of the persons named in the accompanying proxy to vote, or
otherwise act, in accordance with their judgment on such matters.
Compliance With The Securities Exchange Act
Pursuant to the Securities Exchange Act of 1934, the Company's
executive officers and directors are required to file reports of ownership and
changes in ownership in the Common Stock of the Company with the Securities and
Exchange Commission and the New York Stock Exchange with copies of those reports
filed with the Company.
Based solely upon a review of the copies of the reports furnished to
the Company, the Company believes that during fiscal 1996 all executive officers
and directors have complied with such filing requirements.
-------------------
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for consideration at the
1997 Annual Meeting of Stockholders must submit such proposal to the Company in
writing on or before May 18, 1997.
By the Board of Directors
/s/ RICHARD H. BOOTH
Richard H. Booth, Secretary
September 16, 1996
APPENDIX A
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE, YOU MAY VOTE
YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
DETACH HERE
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Edward J. Trainor and Thomas H.
DeWitt as proxies, with full power of substitution, and hereby authorizes them
or any of them to vote the stock of the undersigned at the Annual Meeting of
Stockholders of Standex International Corporation (the "Company") to be held at
The First National Bank of Boston, 100 Federal Street, Boston, Massachusetts, on
Tuesday, October 29, 1996 at 11:00 a.m., and at any adjournments thereof, as
indicated below on the proposals described in the Notice and Proxy Statement for
such meeting and in their discretion on other matters which may properly come
before the meeting.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposal 2.
(Important--To be Signed and Dated on Reverse Side) SEE REVERSE
SIDE
[x] Please mark
votes as in
this example.
1. Election of Directors
To fix the number of Directors at thirteen. For three-year terms expiring in
1999:
John Bolton, Jr., David R. Crichton, Samuel S. Dennis 3d, Daniel B. Hogan, PhD.
FOR WITHHELD
[ ] [ ]
[ ] ______________________________________
For all nominees except as noted above
2. To approve selection of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as [ ] [ ] [ ]
independent auditors.
3. To transact such other business as may come before the meeting.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Signature:______________ Date:_______ Signature:______________ Date:_______
APPENDIX B
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE, YOU MAY VOTE
YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
DETACH HERE
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
As a participant in the Standex International Corporation Employees'
Stock Ownership Plan (the "Plan"), I hereby direct the trustee of the Plan in
which I participate to vote all vested shares allocated to my account under such
Plan on June 30, 1996 in accordance with the instructions on the reverse side of
this proxy card or, if no instructions are given, in accordance with the Board
of Directors' recommendations, on all items of business to come before the
Annual Meeting of Stockholders to be held on October 29, 1996 or any adjournment
thereof. Under the Plan, the shares for which no signed proxy card is returned
or for which voting instructions are not timely received or are improperly
executed shall be voted by the trustee in the same proportions on each proposal
for which properly executed instructions were timely received.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposal 2.
(Important--To be Signed and Dated on Reverse Side) SEE REVERSE
SIDE
[x] Please mark
votes as in
this example.
1. Election of Directors
To fix the number of Directors at thirteen. For three-year terms expiring in
1999:
John Bolton, Jr., David R. Crichton, Samuel S. Dennis 3d, Daniel B. Hogan, PhD.
FOR WITHHELD
[ ] [ ]
[ ] ______________________________________
For all nominees except as noted above
2. To approve selection of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as [ ] [ ] [ ]
independent auditors.
3. To transact such other business as may come before the meeting.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Signature:______________ Date:_______ Signature:______________ Date:_______
