STANDEX INTERNATIONAL CORP/DE/
10-K/A, 1996-09-17
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                             AMENDMENT NO. 1 TO
                                  FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1996         Commission File Number 1-7233

                      STANDEX INTERNATIONAL CORPORATION
           (Exact name of Registrant as specified in its Charter)

        DELAWARE                                        31-0596149
(State of incorporation)                 (I.R.S. Employer Identification No.)

 6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE                                 03079
(Address of principal executive office)                            (Zip Code)

                               (603) 893-9701
            (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
                      SECURITIES EXCHANGE ACT OF 1934:

     Title of Each Class            Name of Each Exchange on Which Registered
Common Stock, Par Value $1.50
  Per Share                                     New York Stock Exchange

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES   X      NO

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant at July 31, 1996 was approximately $374,347,200.

     The number of shares of Registrant's Common Stock outstanding on
September 9, 1996 was 13,375,034.

     Portions of the 1996 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report.  Portions of the Proxy
Statement of Registrant dated September 16, 1996 are incorporated in Part III
of this report.
_____________________________________________________________________________
_____________________________________________________________________________


                                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
   Exchange Act of 1934, Standex International Corporation has duly caused
   this Amendment No. 1 to the annual report on Form 10-K to be signed on
   its behalf by the undersigned, thereunto duly authorized, on September
   17, 1996.
<PAGE>

                                          STANDEX INTERNATIONAL CORPORATION
                                                     (Registrant)




                                          By:  /s/ Edward J. Trainor
                                               Edward J. Trainor, President/
                                                 Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Standex
International Corporation and in the capacities indicated on September 17,
1996:

    Signature                                          Title


/s/ Edward J. Trainor                 President/Chief Executive Officer
Edward J. Trainor



/s/ Lindsay M. Sedwick                Senior Vice President/Chief Financial
Lindsay M. Sedwick                      Officer



/s/ Robert R. Kettinger               Corporate Controller (Chief Accounting
Robert R. Kettinger                     Officer)


    Edward J. Trainor, pursuant to powers of attorney which are being filed
with this Amendment No. 1 to the  Annual Report on Form 10-K, has signed below
on September 17, 1996 as attorney-in-fact for the following directors of the
Registrant:

           John Bolten, Jr.               Daniel B. Hogan
           William L. Brown               Thomas L. King
           David R. Crichton              C. Kevin Landry
           Samuel S. Dennis 3d            H. Nicholas Muller, III, Ph.D.
           Thomas H. DeWitt               Sol Sackel
           Walter F. Greeley              Lindsay M. Sedwick



                                          /s/ Edward J. Trainor
                                          Edward J. Trainor


                                INDEX TO EXHIBITS



                                                                       PAGE

  10.   (l) Standex International Corporation Executive Life
        Insurance Plan as amended on April 24, 1996 ................

  11.   Computation of Per Share Earnings ..........................

  13.   The Annual Report to Stockholders of the Company for the
        fiscal year ended June 30, 1996 (except for the pages and
        information thereof expressly incorporated by reference
        in this Form 10-K, the Annual Report to Shareholders is
<PAGE>
        provided solely for the information of the Securities and
        Exchange Commission and is not deemed "filed" as part of
        this Form 10-K) ............................................

  21.   Subsidiaries of Registrant .................................

  23.   Independent Auditors' Consent ..............................

  24.   Powers of Attorney of John Bolten, Jr., William L. Brown,
        David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
        Walter F. Greeley, Daniel B. Hogan, Thomas L. King,
        C. Kevin Landry, H. Nicholas Muller, III, Ph.D.,
        Sol Sackel, and Lindsay M. Sedwick .........................

  27.   Financial Data Schedule ....................................
<PAGE>





                                                    EXHIBIT 24


                               POWER OF ATTORNEY

              The undersigned, being a director of Standex
         International Corporation ("Standex"), hereby constitutes
         Edward J. Trainor and Thomas H. DeWitt, and each of them
         singly, my true and lawful attorney with full power to them,
         and each of them singly, to sign for me and in my name in my
         capacity as a director of Standex, the Annual Report of
         Standex on Form 10-K for the fiscal year ended June 30, 1996
	 and any and all amendments thereto and generally to do such
         things in my name and behalf to enable Standex to comply with
         the requirements of the Securities and Exchange Commission
         relating to Form 10-K.

              Witness my signature as of the 16th day of September,
         1996.

                                       /s/H. Nicholas Muller, III Ph.D.
                                       ________________________________
                                       H. Nicholas Muller, III Ph.D.







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