UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 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.
_____________________________________________________________________________
_____________________________________________________________________________
PART I
ITEM 1. BUSINESS
Standex* is a diversified manufacturing and marketing company with
operations in three product segments: Graphics/Mail Order, Institutional and
Industrial. Standex was incorporated in 1975 and is the successor of a
corporation organized in 1955.
The business of the Company is carried on within the three segments by a
number of operating units, each with its own organization. The management of
each operating unit has responsibility for product development,
manufacturing, marketing and for achieving a return on investment in
accordance with the standards established by Standex. Overall supervision,
coordination and financial control are maintained by the executive staff from
its corporate headquarters located at 6 Manor Parkway, Salem, New Hampshire.
As of June 30, 1996, the Company had approximately 4,800 employees.
The principal products produced and services rendered by each of the
segments of Standex are incorporated herein by reference to pages 4 through
11 of the Annual Report to Stockholders for the fiscal year ended June 30,
1996 (the "1996 Annual Report"). Sales are made both directly to customers
and by or through manufacturers' representatives, dealers and distributors.
The major markets for the above products and services are as follows:
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order
. Educational and religious
Publishing:
Standard Publishing religious Sunday schools, churches, vacation
periodicals, Sunday School Bible schools; chain of 19 Berean
literature and supplies bookstores
. Commercial Printing General commerce and industry
. Specialized commercial and government Manufacturers, advertisers,
forms and printing, election equipment department stores, magazines,
government and general industry
. Binding Systems and Office Supplies:
Wire-O and Mult-O machinery and Printers, publishers of checkbooks,
complete binding systems calendars, appointment books,
cookbooks, catalogs, manuals, etc.
*References in this Annual Report on Form 10-K to "Standex" or the "Company"
shall mean Standex International Corporation and its subsidiaries.
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order (continued)
. Distribution of office supplies and General commerce and industry
furniture
. Mail Order:
Frank Lewis Grapefruit Club gift Direct to consumers
packages, Harry's Crestview Groves
grapefruit packages, grapefruit
juice, grapefruit sections, onions,
melons and roses
Institutional Products
. Food Service Equipment:
USECO food service equipment and Hospitals, schools, nursing homes,
patient feeding systems correctional facilities and
restaurants
Master-Bilt refrigerated beverage Hospitals, schools, fast food
cases, coolers and freezers; industry, restaurants, hotels,
Barbecue King ovens and baking clubs, supermarkets, beverage
equipment; Federal Industries bakery industry, bakeries, dairy and
and deli equipment; Mason convenience food chains
candlelamps; Coors restaurant china
and cookware; Red Goat waste
disposers; EPCO food racks; General
Slicing and Toastswell commercial
appliances
. Other Institutional Products:
Jarvis, Can-Am Casters and Wheels General industry, hospitals and
and PEMCO casters and wheels; supermarkets
industrial hardware
Snappy metal ducting and fittings Heating, ventilating and air
conditioning distributors
principally in Midwestern,
Southwestern and Western United
States
National Metal fabricated metal Restaurants, retail stores, office
products including Christmas tree furniture markets, stationary
stands, specialty hardware and metal supply houses and other industries
furniture
Williams chiropractic and traction Chiropractors and physical
tables and electrotherapy and therapists
ultrasound equipment (Zenith, Combi
and Intertron brands)
SXI Technologies develops and Transportation industry
markets advanced microprocessor
boards, monitoring data acquisition
and radio frequency identification
systems
Industrial Products
. Texturizing Systems:
Roehlen embossing rolls, machines General Industry (e.g. automotive,
and plates; Mold-Tech mold plastics, textiles, paper, building
engraving; Keller-Dorian print rolls products, synthetic materials,
appliances, business machines,
etc.)
. Metal and Machinery Products:
Procon rotary vane pumps Beverage industry, water
purification industry, industrial
heat exchanges and medical markets
Spincraft power metal spinning, OEMs, turbine and generator
custom forming components for manufacturers, U.S. Government,
aircraft engines, gas turbines, food handling, construction
military ordnance and similar machinery, etc.
products
Custom Hoists single and double Automotive, construction, textile,
acting telescopic and piston rod and paper industries
hydraulic cylinders; Perkins
converting and finishing machinery
and systems
. Electronics
Standex reed switches and relays; Telecommunications, consumer
EMI/RFI powerline filters; fixed and electronics, automotive, security
variable inductors and electronic systems, communications equipment,
assemblies; variable mica computers, instrumentation controls
capacitors; and tunable inductors
and micro coils
Van Products electrical connectors Air conditioning, refrigeration
Financial information on each of the product groups of Standex as well
as financial information of non-U.S. operations is incorporated by reference
to the note to the consolidated financial statements entitled Industry
Segment Information on page 21 of the 1996 Annual Report.
Raw Materials
Raw materials and components necessary for the fabrication of products and
the rendering of services for the Company are generally available from
numerous sources. The Company does not foresee any unavailability of
materials or components which would have any material adverse effect on its
overall business, or any of its business segments, in the near term.
Patents and Trademarks
The Company owns or is licensed under a number of patents and trademarks
in each of its product groups. However, the loss of any single patent or
trademark would not, in the opinion of the Company, materially affect any
segment.
<TABLE>
Backlog
<CAPTION>
Backlog at June 30, 1996 and 1995 is as follows (in thousands):
1996 1995
<S> <C> <C>
Graphics/Mail Order............ $ 8,966 $ 8,238
Institutional.................. 27,799 33,516
Industrial..................... 32,022 33,151
Total $68,787 $74,905
</TABLE>
Substantially all of the 1996 backlog is expected to be realized as sales
in fiscal 1997.
Competition
Standex manufactures and markets products many of which have achieved a
unique or leadership position in their market. However, the Company
encounters competition in varying degrees in all product groups and for each
product line. Competitors include domestic and foreign producers of the same
and similar products. The principal methods of competition are price,
delivery schedule, quality of services, product performance and other terms
and conditions of sale. During fiscal 1996, the Company invested $15,328,000
in new plant and equipment in order to upgrade facilities to become more
competitive in all segments.
International Operations
Substantially all international operations of the Company are related to
domestic operations and are included in all three product groups.
International operations are conducted at 33 plants, principally in Western
Europe. The industry segment information regarding non-U.S. operations on
page 21 of the 1996 Annual Report is incorporated herein by reference.
Research and Development
Due to the nature of the manufacturing operations of Standex and the types
of products manufactured, expenditures for research and development are not
material to any segment.
Environmental and Other Matters
To the best of its knowledge, the Company believes that it is presently in
substantial compliance with all existing applicable environmental laws and
does not anticipate that such compliance will have a material effect on its
future capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
At June 30, 1996, Standex operated a total of 85 principal plants and
warehouses located through the United States, Western Europe, Canada,
Australia and Mexico. The Company owned 48 of the facilities and the balance
were leased. In addition, the Company operated 21 retail stores in various
sections of the United States, of which 20 were leased. The approximate
building space utilized by each product group of Standex at June 30, 1996 is
as follows (in thousands):
Area in Square Feet
Owned Leased
Graphics/Mail Order............ 584 362
Institutional.................. 1,467 740
Industrial..................... 847 196
General Corporate.............. 29 -
Total..................... 2,927 1,298
In general, the buildings are in good condition, are considered to be
adequate for the uses to which they are being put and are in regular use.
The Company utilizes machinery and equipment which is necessary to
conduct its operations. Substantially all of such machinery and equipment is
owned by Standex.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of
the fiscal year.
EXECUTIVE OFFICERS OF STANDEX
Name Age Principal Occupation During the Past Five Years
Thomas L. King 66 Chairman of the Board of the Company since January
1992; President of the Company from August 1984
to July 1994; and Chief Executive Officer of the
Company from July 1985 to June 1995.
Edward J. Trainor 56 Chief Executive Officer of the Company since July
1995; President of the Company since July 1994;
Chief Operating Officer of the Company from July
1994 to June 1995; Vice President of the Company
from July 1992 to July 1994; and President of
the Standex Institutional Products Group of the
Company from February 1987 to July 1994.
David R. Crichton 58 Executive Vice President/Operations of the Company
since June 1989.
Thomas H. DeWitt 54 Executive Vice President/Administration of the
Company since January 1987; and General Counsel
of the Company since October 1985.
Lindsay M. Sedwick 61 Senior Vice President of Finance/CFO of the
Company since January 1996; Vice President of
the Company from January 1990 to January 1996;
and Treasurer of the Company since January 1986.
Robert R. Kettinger 54 Corporate Controller of the Company since July
1991; and, prior thereto, Assistant Corporate
Controller of the Company.
Richard H. Booth 49 Corporate Counsel of the Company since June 1992
and Secretary of the Company since July 1992;
and, prior thereto, Vice President, General
Counsel and Secretary of Metcalf & Eddy
Companies, Inc., from May 1989 to November 1991.
The executive officers are elected each year by the Board of Directors to
serve for one-year terms of office. There are no family relationships between
any of the directors or executive officers of the Company.
PART II
ITEM 5. MARKET FOR STANDEX COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
The principal market in which the Common Stock of Standex is traded is
the New York Stock Exchange. The high and low sales prices for the Common
Stock on the New York Stock Exchange and the dividends paid per Common Share
for each quarter in the last two fiscal years are incorporated by reference to
page 15 of the 1996 Annual Report. The approximate number of stockholders of
record on September 9, 1996 was 4,400.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1996 is
incorporated by reference to the table entitled "Five-Year Financial Review"
on page 15 of the 1996 Annual Report. This summary should be read in
conjunction with the consolidated financial statements and related notes
included in the 1996 Annual Report on pages 16 through 23, and Exhibit 11
contained herein.
ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations of the Company is incorporated by reference to pages 12 through
14 of the 1996 Annual Report.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
pages 15 through 24 of the 1996 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF STANDEX
Certain information concerning the directors of the Company is
incorporated by reference to pages 2 through 6 and pages 17 and 18 of the
Proxy Statement of the Company, dated September 16, 1996 (the "1996 Proxy
Statement"). Certain information concerning the executive officers of the
Company is set forth in Part I under the caption "Executive Officers of
Standex."
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference
to pages 11 through 16 of the 1996 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The stock ownership of each person known to Standex to be the beneficial
owner of more than 5% of its Common Stock and the stock ownership of all
directors and executive officers of Standex as a group are incorporated by
reference to pages 4 through 6 of the 1996 Proxy Statement. The beneficial
ownership of Standex Common Stock of all directors and executive officers of
the Company is incorporated by reference to pages 4 through 5 of the 1996
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to pages 17 and 18 of the 1996 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedule
The financial statements and schedules listed in the accompanying index
to Financial Statements and Schedules are filed as part of this Annual Report
on Consolidated Form 10-K.
(b) Reports on Form 8-K
Standex filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended June 30, 1996.
(c) Exhibits
3. (i) Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the
exhibits to the Quarterly Report of Standex on Form 10-Q
for the fiscal quarter ended December 31, 1986.
(ii) By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal year
ended June 30, 1994 (the "1994 10-K").
4. (a) Agreement of the Company, dated September 15, 1981, to
furnish a copy of any instrument with respect to certain
other long-term debt to the Securities and Exchange
Commission upon its request is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1981.
(b) Shareholder Rights Plan and Trust Indenture of the
Company is incorporated by reference to Amendment No. 1
to Form 8A filed with the Securities and Exchange
Commission on May 16, 1989 and the Form 8A filed with the
Securities and Exchange Commission on February 3, 1989.
10. (a) Employment Agreement, dated July 1, 1988, between the
Company and Thomas L. King is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1988 (the "1988
10-K") and Agreement to Amend Employment Agreement dated
September 18, 1989 is incorporated by reference to the
exhibits to the Annual Report of Standex on Form 10-K for
the fiscal year ended June 30, 1990 ("1990 10-K").
(b) Employment Agreement - 1993 Amendment dated July 28, 1993
between the Company and Thomas L. King is incorporated by
reference to the exhibits to the Annual Report of Standex
on Form 10-K for the fiscal year ended June 30, 1993
("1993 10-K").
(c) Employment Agreement dated January 29, 1993, between the
Company and Thomas H. DeWitt is incorporated by reference
to the exhibits to the 1993 10-K.
(d) Employment Agreement dated January 29, 1993, between the
Company and David R. Crichton is incorporated by
reference to the exhibits to the 1993 10-K.
(e) Employment Agreement dated January 29, 1993, between the
Company and Lindsay M. Sedwick is incorporated by
reference to the exhibits to the 1993 10-K.
(f) Employment Agreement dated January 29, 1993, between the
Company and Edward J. Trainor is incorporated by
reference to the exhibits to the 1993 10-K.
(g) Standex International Corporation Profit Improvement
Participation Shares Plan as amended and restated on
April 26, 1995 is incorporated by reference to the
exhibits to the Annual Report of Standex on Form 10-K for
the fiscal year ended June 30, 1995 ("1995 10-K").
(h) Standex International Corporation Stock Option Loan Plan,
effective January 1, 1985, as amended and restated on
January 26, 1994, is incorporated by reference to the
exhibits to the 1994 10-K.
(i) Standex International Corporation Executive Security
Program, as amended and restated on July 27, 1994, is
incorporated by reference to the exhibits to the 1994
10-K.
(j) Standex International Corporation 1985 Stock Option Plan
effective July 31, 1985, as amended on October 30, 1990,
is incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal year
ended June 30, 1991.
(k) Standex International Corporation Stock Appreciation
Rights Plan effective July 31, 1985, is incorporated by
reference to the exhibits to the 1985 10-K.
(l) Standex International Corporation Executive Life
Insurance Plan effective April 27, 1994 and amended on
April 24, 1996.
(m) Standex International Corporation 1994 Stock Option Plan
effective July 27, 1994 is incorporated by reference to
the exhibits to the 1994 10-K.
(n) Standex International Corporation Supplemental Retirement
Plan adopted April 26, 1995 and amended on July 26, 1995
is incorporated by reference to the exhibits to the 1995
10-K.
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 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 Standex.
23. Independent Auditors' Consent.
24. Powers of Attorney of John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, H. Nicholas Muller, III, Ph.D., Sol Sackel, and Lindsay
M. Sedwick.
27. Financial Data Schedule.
(d) Schedule
The schedule listed in the accompanying Index to Financial Statements and
Schedule is filed as part of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Standex International Corporation has duly caused this
annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 17, 1996.
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 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 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page No. in
Annual Report
("AR")
Financial Statements
Statements of Consolidated Income for the
Years Ended June 30, 1996, 1995 and 1994...................... AR 16
Consolidated Balance Sheets at June 30, 1996 and 1995........... AR 17
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1996, 1995 and 1994.................. AR 16
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1996, 1995 and 1994.................. AR 18
Notes to Consolidated Financial Statements...................... AR 19-23
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto........... AR 24
Schedule
Schedule VIII Valuation and Qualifying Accounts.............. 15
Independent Auditors' Report relating to the Schedule........... 14
Schedules (consolidated) not listed above are omitted because of the
absence of conditions under which they are required or because the required
information is included in the financial statements submitted.
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART I
Item 1 Business........................................... AR 4-11
Industry Segment Information....................... AR 21
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART II
Item 5 Market for Standex Common Stock and Related
Stockholder Matters.............................. AR 15
Item 6 Selected Financial Data............................ AR 15
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. AR 12-14
Item 8 Financial Statements and Supplementary Data........ AR 15-24
PART III
Item 10 Directors and Executive Officers of Standex........ P 2-6; 17-18
Item 11 Executive Compensation............................. P 11-16
Item 12 Security Ownership of Certain Beneficial Owners and
Management....................................... P 46
Item 13 Certain Relationships and Related Transactions..... P 17-18
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
STANDEX INTERNATIONAL CORPORATION
Salem, New Hampshire
We have audited the consolidated financial statements of Standex
International Corporation and subsidiaries as of June 30, 1996 and 1995,
and for each of the three years in the period ended June 30, 1996, and
have issued our report thereon dated August 19, 1996; such financial
statements and report are included in your 1996 Annual Report to
Stockholders and are incorporated herein by reference. Our audits also
included the financial statement schedule of Standex International
Corporation and subsidiaries, listed in Item 14. This financial
statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 19, 1996
<TABLE>
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1996, 1995 and 1994
<CAPTION>
Column A Column B Column C Column D Column E
Balance at Additions
Beginning Charged to Costs Charged to Balance at
Description of Year and Expenses Other Accounts Deductions End of Year
Allowances deducted from assets to
which they apply--for doubtful
accounts receivable:
<S> <C> <C> <C> <C> <C>
June 30, 1996................... $2,853,681 $1,105,008 $(1,292,684) (1) $2,666,005
June 30, 1995................... $2,587,145 $1,427,588 $(1,161,052) (1) $2,853,681
June 30, 1994................... $2,666,975 $1,486,902 $(1,566,732) (1) $2,587,145
(1) Accounts written off--net of recoveries.
</TABLE>
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
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 ....................................
Exhibit (l)
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
This Executive Life Insurance Plan (the "Plan") is adopted as of the 8th
day of June, 1994 (the "Effective Date") by Standex International
Corporation, a Delaware corporation, with executive offices at 6 Manor
Parkway, Salem, New Hampshire 03079 (the "Company").
ARTICLE 1
Purpose
The purpose of the Plan is to provide a life insurance benefit and, with
the consent of the Company, a supplemental retirement benefit in lieu of
the life insurance benefit to certain Employees of the Company in order to
encourage such Employees to continue their employment and to induce
desirable persons to enter into the Company's employ in the future.
ARTICLE 2
Definitions
Except as otherwise provided, the following terms shall have the
definitions indicated in this Article 2 whenever used in this Plan with
initial capital letters:
"Beneficiary" means the person or persons designated on the Designation of
Beneficiary Form (attached hereto as Exhibit B) as the recipient of a death
benefit.
"Compensation" means all earnings and/or net commissions of a Participant
from the Company paid or made available with respect to a calendar year
which are reportable for federal income tax purposes on Form W-2 (or its
successor), but not including, any reimbursement for expenses, or any
income attributable to:
(a) payments made by the Company in connection with a
relocation;
(b) premiums paid by the Company for life insurance coverage;
(c) the exercise of any stock appreciation rights;
(d) the exercise of any stock option;
(e) interest on a home purchase loan or stock option loan; or
(f) the use of any Company-owned or Company-leased automobile.
"Eligible Employee" means an Employee who has been designated by the Chief
Executive Officer of the Company and approved by the Company's Board of
Directors as being eligible to participate in the Plan.
"Employee" means any person employed by the Company on a regular,
full-time, salaried basis.
"Enrollment Agreement" means the written agreement substantially in the
form of Exhibit A attached hereto entered into by the Company and an
Eligible Employee pursuant to which the Eligible Employee becomes a
Participant in the Plan.
"Insurer" means such insurance company which the Company may from time to
time utilize to provide insurance coverage for certain benefits under the
Plan.
"Participant" means an Eligible Employee who has filed a completed and
executed Enrollment Agreement with the Company, which Enrollment Agreement
has been executed by the Company.
"Policy" with respect to a particular Participant means any policy or
policies of life insurance on that Participant's life acquired by the
Company to provide the life insurance benefits under this Plan.
"Retire or Retirement" means a situation in which a Participant has
terminated employment with the Company such that, under the Standex
International Corporation Retirement Plan, he or she is considered as
retired and receiving benefits thereunder or about to receive such
benefits.
"Supplemental Retirement Income Benefit" means the benefit payable to a
Participant in accordance with Article 4 of this Plan.
ARTICLE 3
Life Insurance Benefit
3.01 Insurance Policy.
The Company has purchased or will purchase a Policy from the Insurer with
respect to each Participant in this Plan, provided the Participant is able
to meet the requirements of the Insurer including, but not limited to
physical condition and risk factors. The Company and the Participant agree
to take all reasonable actions to cause the Insurer to issue the Policy.
3.02 Ownership of Policy.
Except as may otherwise be provided herein, the Company shall be the sole
and absolute owner of the Policy, and may exercise any and all ownership
rights granted to the owner thereof by the terms of the Policy.
3.03 Payment of Death Benefit Prior to Retirement.
(a) Upon the death of a Participant while the Participant is an
Employee of the Company the total amount provided as a death
benefit under the Policy shall be paid in the following order of
priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy proceeds
have not be exhausted, next be paid from the death benefit
the total amount of the Policy premiums on such Policy
claimed to have been paid by the Company since the Policy was
taken out;
(3) The Participant's Beneficiary, as provided in the applicable
Designation of Beneficiary Form shall, to the extent that the
Policy proceeds have not be exhausted, next be paid an amount
equal to three times the Participant's Compensation in the
calendar year immediately preceding the year in which his or
<PAGE>
her death occurs; and
(4) The Company shall receive the balance, if any, of the death
benefit remaining after the payments provided for above.
(b) Notwithstanding any provision to the contrary, in the event that,
for any reason whatsoever, no death benefit is payable under the
Policy upon the death of the Participant but, in lieu thereof, the
Insurer refunds all or any part of the premiums paid for the
Policy, the Company and the Participant's Beneficiary shall share
such premiums based on their respective cumulative payments toward
those premiums.
3.04 Designation of Beneficiary.
The Participant may select one or more Beneficiaries to receive the portion
of the death benefit specified in Section 3.03(a)(3) by completing the
Designation of Beneficiary Form attached hereto as Exhibit B and by
delivering the form to the Company. Upon receipt of such form, the Company
shall execute and deliver to the Insurer a Disposition of Proceeds
Endorsement (Exhibit C) with the Beneficiary Designation Form attached.
3.05 Dividends.
Any dividend declared on the Policy shall be applied to purchase paid-up
additional insurance on the life of the Participant. The Company and the
Participant agree that the dividend election provisions of the Policy shall
be consistent with this provision.
3.06 Payment of Premiums.
On or before the due date of each Policy premium, or within the grace
period provided therein, the Company shall, except to the extent premiums
are satisfied with borrowings under the Policy, pay the full amount of the
premium to the Insurer and shall, upon request, promptly furnish the
Participant evidence of timely payment of such premium.
On or about December 15th in each year prior to Retirement, each
Participant will contribute to the cost of maintaining the Policy or
Policies on his or her life by paying to the Company an amount equal to the
economic benefit (based on the lowest term life insurance rates of the
Insurer) of the life insurance coverage provided by the Policy or Policies.
On or about December 1st in each year, the Company shall furnish to the
Participant a statement estimating the economic benefit of such coverage.
3.07 Continuation of Life Insurance Benefit in Retirement; Vested Amount.
A Participant who Retires from employment with the Company shall, to the
extent he or she is vested on his or her retirement date, be continued to
be covered by the Policy for the balance of his or her life as long as he
or she has not begun to receive the Supplemental Retirement Income Benefit
specified in Article 4. Upon the death of a Retired Participant the total
amount provided as a death benefit under the Policy shall be paid in the
order of priority and in the amounts specified in Section 3.03(a),
provided, however, that the amount paid under subsection (3) of that
Section shall be three times the Participant's Compensation in the calendar
year immediately preceding the year in which his or her Retirement occurred
multiplied by the applicable percentage from the following table:
<TABLE>
<CAPTION>
Number of Full Years of Employment
With the Company in the capacity
of Division President or
Executive Corporate Officer Percentage
<C> <C>
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
</TABLE>
3.08 Limitation on Benefits.
A Participant's benefit and the benefit of any Beneficiary under this
Article 3 are subject to such Participant having satisfied any requirements
of the Insurer as to certain conditions, including good health, at the time
that the Company applies for new or increased insurance coverage to provide
benefits hereunder.
3.09 Assignment of Participant's Interest in Insurance.
Notwithstanding any provision hereof to the contrary, a Participant shall
have the right to absolutely and irrevocably assign by gift all of the
Participant's right, title and interest in and to the life insurance death
benefits provided under this Article 3. This right shall be exerciseable
by the execution and delivery to the Company of a written assignment, in
substantially the form attached hereto as Exhibit D. Upon receipt of such
written assignment executed by the Participant and duly accepted by the
assignee thereof, the Company shall consent thereto in writing, and shall
thereafter treat the Participant's assignee as the sole owner of all of the
Participant's right, title and interest in and to the life insurance death
benefits provided under this Article 3. Thereafter, the Participant shall
have no right, title or interest in and to such death benefits. The
Participant's assignment of all of his or her right, title and interest in
and to the death benefit shall not reduce or eliminate the Participant's
conditional right to receive the Supplemental Retirement Income Benefit
under Article 4.
3.10 Termination of Participation in Life Insurance Benefit.
The participation of any Participant in the Life Insurance Benefit provided
in this Article 3 will be automatically terminated by the occurrence of any
of the following:
(a) Written notice from the Participant to the Company of a desire to
terminate participation in the Plan;
(b) Deposit by the Company of the first payment of the Supplemental
Retirement Income Benefit in the U. S. Mails.
(c) Termination of the Participant's employment with the Company
(other than due to the Participant's death) prior to Retirement;
or
(d) The removal of the Participant from the position of a Division
President or an Executive Corporate Officer of the Company (other
than upon death or Retirement).
3.11 Disposition of Policy Upon Termination of Participation.
<PAGE>
Upon termination of a Participant's participation in the Life Insurance
Benefit for any reason listed in Section 3.10, all of the rights of the
Participant in or to the Policy or those of his or her assignee, or any of
their heirs, assigns or beneficiaries shall be automatically terminated and
released. The Company may surrender or cancel the Policy for its cash
surrender value, or it may change the beneficiary designation provisions of
the Policy, naming itself or any other person or entity as revocable
beneficiary thereof, or exercise any other ownership rights in and to such
Policy.
ARTICLE 4
Supplemental Retirement Income Benefit
4.01 Eligibility for Benefit.
A Participant may request participation in the Supplemental Retirement
Income Benefit in lieu of coverage under the Life Insurance Benefit. Upon
consent of the Company to such request, the Participant shall be eligible
to receive a Supplemental Retirement Income Benefit provided hereunder from
the Company provided the Participant Retires from employment with the
Company.
Notwithstanding any other provision hereof, the Participant's entitlement
to receive this Supplemental Retirement Income Benefit shall terminate,
without notice, in the event of the death of the Participant prior to the
deposit in the U. S. Mails by the Company of the first payment of the
Supplemental Retirement Income Benefit.
4.02 Vesting.
A Participant's conditional right to receive the Supplemental Retirement
Income Benefit at Retirement shall vest 20% per year (up to a maximum of
100%) upon the completion of each full year in the capacity of Division
President or Executive Corporate Officer of the Company with said vesting
commencing upon the completion of the Participant's employment for five
full years in such a capacity. This vesting is illustrated in the
following table:
<TABLE>
<CAPTION>
Number of Full Years of Employment
With the Company in the capacity
of Division President or Vesting
Executive Corporate Officer Percentage
<C> <C>
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
</TABLE>
4.03 Amount of Benefit.
Each monthly Supplemental Retirement Income Benefit payment shall be equal
to one-twelfth of thirty percent (30%) of the average of the Participant's
<PAGE>
Compensation for the three consecutive calendar years of highest
Compensation preceding the date on which the Participant Retires and then
multiplied by the Participant's vesting percentage (as set forth in the
vesting table in Section 4.02) at the time of Retirement. The payments
shall be in the form of substantially equal monthly installment payments,
for a period of 10 years, commencing as soon as practicable following the
date the Participant Retires from employment with the Company.
4.04 Death Benefit After Commencement of Retirement Benefits.
In the event of the Participant's death after the deposit in the U. S.
Mails by the Company of the first payment of the Supplemental Retirement
Income Benefit, but prior to the completion of all such payments due and
owing hereunder, 100% of the monthly amount previously paid to the
Participant shall be continued to be paid to the Participant's surviving
spouse, if any, on a monthly basis, until the earlier of: (i) the
expiration of the original 10 year period or (ii) the death of the spouse.
If the Participant has no spouse living at the time of the Participant's
death, or if a Participant's surviving spouse dies before completion of the
10 years of payments, a lump sum will be paid to Participant's Beneficiary
in the amount of all remaining payments which have not been previously paid
to the Participant or to the Participant's spouse, if applicable.
4.05 Offset for Obligations to Company.
If, at such time as the Participant becomes entitled to receive
Supplemental Retirement Income Benefit payments pursuant to this Article 4,
the Participant has any debt, obligation or other liability representing an
amount due and owing to the Company, the Company may offset the amount owed
it against the amount of benefits otherwise distributable hereunder.
4.06 No Trust Created.
Notwithstanding anything in this Plan, no action taken pursuant to its
provisions by either the Company or any Participant shall create, or be
construed to create, a trust of any kind, or a fiduciary relationship
between the Company and the Participant, his or her spouse or any other
person or entity except to the limited extent set forth in Section 5.01
herein.
4.07 Benefits Payable Only From General Corporate Assets; Unsecured
General Creditor Status of Participant.
Supplemental Retirement Income Benefit payments to the Participant or his
or her spouse shall be made from assets which shall continue, for all
purposes, to be a part of the general, unrestricted assets of the Company.
No persons shall have any interest in any such assets by virtue of the
provisions of this Plan. The Company's obligation hereunder shall be an
unfunded and unsecured promise to pay money in the future. To the extent
that any person acquires a right to receive payments from the Company under
the provisions of this Plan, such right shall be no greater than the right
of any unsecured general creditor of the Company.
4.08 Benefits Not Transferable.
Neither the Participant, his or her spouse, his or her Beneficiary, nor any
other person with a beneficial interest under this Plan shall have any
power or right to transfer, assign, anticipate, hypothecate or otherwise
encumber any part or all of the amounts payable under this Article 4. No
such amounts shall be subject to seizure by any creditor or any such
Beneficiary, by a proceeding at law or in equity, nor shall such amounts be
<PAGE>
transferable by operation of law in the event of bankruptcy, insolvency or
death of the Participant, his or her spouse, his or her Beneficiary, or any
other person with a beneficial interest hereunder. Any such attempt at
assignment or transfer shall be void. These restrictions on the transfer
or assignment shall not limit the Participant's right to assign his right,
title and interest in the life insurance death benefit provided in Section
3.09.
ARTICLE 5
Plan Administration
5.01 Named Fiduciary, Determination of Benefits, Claims Procedure and
Administration.
The Company is hereby designated as the named fiduciary under this Plan.
The named fiduciary shall have authority to control and manage the
operation and administration of this Plan through a plan administrator
designated by it, and it shall be responsible for establishing and carrying
out a funding policy and method consistent with the objectives of this
Plan. The Company shall also have the power to establish, adopt or revise
such rules and regulations as it may deem advisable for the administration
of the Plan. The interpretation and construction of the Plan by the
Company and any action taken thereunder, shall be binding and conclusive
upon all parties in interest. No officer, Employee or agent of the Company
shall, in any event, be liable to any person for any action taken or
omitted to be taken in connection with the interpretation, construction or
administration of the Plan, so long as such action or omission to act is
made in good faith. An Employee of the Company serving as plan
administrator shall be eligible to participate in the Plan while serving as
such, but no such Employee shall vote or act upon any matter that relates
solely to such Employee's interest in the Plan as a Participant.
5.02 Claim Procedures
(a) Claim. A person who believes that he is being denied a benefit
to which he is entitled under the Plan (hereinafter referred to as
a "Claimant") may file a written request for such benefit with the
Company, setting forth his or her claim. The request must be
addressed to the CEO of the Company at its then principal
executive offices.
(b) Claim Decision. Upon receipt of a claim, the CEO shall advise
the Claimant that a reply will be forthcoming within 90 days and
shall, in fact, deliver such reply within such period. The CEO
may, however, extend the reply period for an additional 90 days
for reasonable cause.
If the claim is denied in whole or in part, the CEO shall issue a written
opinion, using language calculated to be understood by the Claimant,
setting forth:
(i) the specific reason or reasons for such denial;
(ii) the specific reference to pertinent provisions of this Plan
on which such denial is based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect his or her claim and an
explanation why such material or such information is
necessary; and
(iv) appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review.
<PAGE>
ARTICLE 6
Miscellaneous
6.01 No Contract of Employment.
Nothing contained herein shall be construed to be a contract of employment
for any period of time, nor as conferring upon a Participant the right to
continue in the employ of the Company in any capacity.
6.02 Amendment of Plan.
This Plan may be amended by the Company at any time, by delivery of written
notice of such amendment to the Participants, provided, however, that no
such amendment shall in any material way adversely affect any rights of a
Participant, to the extent vested, in the Life Insurance Benefit after
Retirement or any rights of a Retired Participant or spouse who is
receiving payments under the Supplemental Retirement Income Benefit.
6.03 Conflicting Provisions.
In the event of a conflict between the provisions of this Plan and the
provisions of any endorsement to a Policy, beneficiary designation or other
document related to a Policy, the provisions of this Plan shall prevail. No
party shall assert or enforce any right which it may have in a Policy, the
beneficiary designation thereunder, or other document which is inconsistent
with the rights established by this Plan.
6.04 Notice.
Any notice, consent or demand required or permitted to be given under the
provisions of this Plan shall be in writing, and shall be signed by the
party giving or making the same. If such notice, consent, or demand is
mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on
the records of the Company. The date of such mailing shall be deemed the
date of notice, consent or demand. Either party may change the address to
which notice is to be sent by giving notice of the change of address in the
manner aforesaid.
6.05 Governing Law.
This Plan shall be governed by and construed in accordance with the
internal laws of the State of New Hampshire.
IN WITNESS WHEREOF, the Company has executed this Plan, such execution
first having been duly authorized by the Salary and Employee Benefits
Committee of the Board of Directors of the Company pursuant to a delegation
of authority from said Board of Directors.
STANDEX INTERNATIONAL CORPORATION
By: ___________________________________
Title: ___________________________________
EXHIBIT A
<PAGE>
ENROLLMENT AGREEMENT
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
Name of Employee:
Social Security No.:
I hereby elect to participate in the Executive Life Insurance Plan (the
"Plan") of Standex International Corporation (the "Company"), a copy of
which I have received and read. By signing this Enrollment Agreement, I
agree to be bound by the terms of the Plan. I have designated my
beneficiary on a Designation of Beneficiary form.
I authorize and direct the Company, subject to the provisions of the
Plan, to obtain and own insurance policies on my life. This authorization
and direction applies to this Plan as presently constituted, or hereafter
amended, for which I am or may become eligible and shall continue to apply
until revoked by me in writing.
Dated _______________ ______________________________
Employee Signature
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT B Page 1 of 2
DESIGNATION OF BENEFICIARY
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
To: Standex International Corporation
Attention: Corporate Benefits Department
Designation.
Pursuant to the provisions of the Executive Life Insurance Plan,
dated as of June l, 1994, (the "Plan"), of Standex International
Corporation (the "Company"), I hereby designate the following as my
primary and contingent beneficiaries under the Plan, to receive payment
of any benefits that may be due and payable upon my death while a
Participant in the Plan:
Primary Beneficiary
Last Name, First, Age Relationship
<PAGE>
Middle Initial
_________________________________ ________ ____________________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
Contingent Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
<PAGE>
EXHIBIT B Page 2 of 2
All sums to which this Designation of Beneficiary applies shall be paid
pursuant to the terms of the Plan. All prior designations of beneficiaries
which are inconsistent with the provisions of this Designation of
Beneficiary, if any, are hereby revoked.
Reservation of Revocation.
Unless otherwise provided by law, I hereby reserve the right to amend,
change or revoke in its entirety this Designation of Beneficiary by filing
a new form with the Company.
Effective Date.
It is hereby agreed that this Designation of Beneficiary shall not
become effective unless and until it is approved by the Company.
EMPLOYEE:
Dated: ______________
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
<PAGE>
EXHIBIT C Page 1 of 2
DISPOSITION OF PROCEEDS ENDORSEMENT
{To be filed by the Company in duplicate with the Insurer upon
enrollment of Participant in the Plan, and at the time that the
Participant files any change in beneficiary with the Company. The
Company must attach a copy of the Beneficiary Designation Form,
completed by the Participant, to this Beneficiary Provision. The
Company shall also notify the Insurer, upon the death of the
Participant, of the amounts to which the Company and other
beneficiaries are entitled.}
Name of Insurer:
Name of Policy Owner: Standex International Corporation (the "Company")
Name of Insured:
Policy Number:
I. Disposition of Proceeds. The proceeds due under the Policy by
reason of the death of the insured shall be paid in the following
order of priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy proceeds
have not be exhausted, next be paid from the death benefit
the total amount of the Policy premiums on such Policy
claimed to have been paid by the Company since the Policy
was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to the
extent that the Policy proceeds have not be exhausted, next
be paid an amount equal to three times the Participant's
Compensation in the calendar year immediately preceding the
year in which his or her death occurs; and
(4) The Company shall receive the balance, if any, of the death
benefit remaining after the payments provided for above.
<PAGE>
EXHIBIT C Page 2 of 2
2. Release of Insurer. The receipt by the insurer of a statement
signed by the Company setting forth the amount claimed to be due each
beneficiary in connection with this Policy, shall be conclusive as to the
amount due each beneficiary, and the Insurer shall be fully acquitted,
discharged and released from the claims of all persons having an interest
in this Policy for the amount so paid.
STANDEX INTERNATIONAL CORPORATION
Policy Owner
Dated: ________________ By:
The Insurer hereby acknowledges receipt of a copy of this Beneficiary
Provision.
Insurer
Dated: _________________ By:
<PAGE>
EXHIBIT D Page 1 of 2
IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS
THIS ASSIGNMENT, dated this _____ day of ______________, 199___,
WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is a participating employee
in the Executive Life Insurance Plan (the "Plan"), which Plan is provided
by Standex International Corporation (the "Company"). The Plan confers
upon the undersigned certain rights and benefits with regard to one or more
policies of insurance insuring the Assignor's life; and
WHEREAS, pursuant to the provisions of the Plan, the Assignor retained
the right, exerciseable by the execution and delivery to the Company of a
written form of assignment, to absolutely and irrevocably assign all of the
Assignor's right, title and interest in and to the life insurance death
benefit provided under the Plan to an assignee; and
WHEREAS, the Assignor desires to exercise that right;
NOW, THEREFORE, the Assignor, without consideration, and intending to
make a gift, hereby absolutely and irrevocably assigns, gives, grants, and
transfers to _____________________________________________ (the "Assignee")
whose last known address is ______________________________________________
______________________ all of the Assignor's right, title and interest in
and to the life insurance death benefit provided under the Plan, intending
that, from and after this date, the Assignor shall neither have nor retain
any right, title or interest therein.
Assignor
<PAGE>
EXHIBIT D Page 2 of 2
ACCEPTANCE OF ASSIGNMENT
The undersigned Assignee hereby accepts the above assignment of all
right, title and interest of the Assignor therein in and to the life
insurance death benefit provided in the Plan, and the undersigned hereby
agrees to be bound by all of the terms and conditions of the Plan as they
apply to the life insurance death benefit, as if the Assignee were the
original employee party to the Plan.
Dated: ______________
Assignee
CONSENT TO ASSIGNMENT
The undersigned Company hereby consents to the foregoing assignment of
all of the right, title and interest of the Assignor in and to the life
insurance death benefit provided under the Plan, to the Assignee designated
therein. The Company hereby agrees that, from and after the date hereof,
the Company shall look solely to such Assignee for the performance of all
obligations with respect to the life insurance death benefit under the Plan
which were heretofore the responsibility of the Assignor, shall allow all
rights and benefits provided therein to the Assignor to be exercised only
by the Assignee, and shall hereafter treat said Assignee in all respects as
if the original employee party to the Plan.
STANDEX INTERNATIONAL CORPORATION
Dated: _______________ By:
Title:
<PAGE>
<TABLE>
EXHIBIT 11
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
For Years Ended June 30,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Average market price during the years ................. $31.36 $30.13 $25.03 $18.97 $12.93
Proceeds that would be received upon exercise of the
average stock options at applicable exercise price... $ 6,315,893 $ 6,487,549 $ 5,213,551 $ 6,145,961 $ 9,992,831
Average applicable stock option shares outstanding..... 393,456 473,143 522,579 670,131 1,144,378
Shares that would be redeemed at average market price
under the "treasury stock" method ................... 201,876 214,030 212,435 329,154 800,616
Net additions for share equivalents ................... 191,580 259,113 310,144 340,977 343,762
Average shares outstanding ............................ 13,735,643 14,281,363 14,983,207 16,034,987 17,492,814
Average shares outstanding and share equivalents ...... 13,927,223 14,540,476 15,293,351 16,375,964 17,836,576
Per Share Earnings .................................... $2.21 $2.64 $1.78 $1.47 $1.23
Note: All share and per share data have been adjusted, where appropriate, to reflect the May, 1993 two-for-one stock split.
</TABLE>
STANDEX INTERNATIONAL CORPORATION
Standex International is a diversified manufacturer
producing and marketing a wide variety of useful, quality
products. The Company enjoys a broad and well-balanced
earnings base by virtue of its strong market position in
selected areas of operation.
Three Product Groups - Institutional Products, Industrial
Products, and Graphics/Mail Order - are comprised of ten
operating divisions. The Company operates 85 facilities
located in 14 countries, and its products are sold
throughout the world.
Standex's policy of balanced diversification - coupled
with aggressive management and conservative financial
techniques - has enabled the Company to achieve above
average growth in sales and earnings since its founding in
1955.
In August of this year Standex paid its 128th consecutive
quarterly dividend. This represents 32 years of
uninterrupted dividend payments since first becoming a
public corporation in 1964.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
YEAR ENDED JUNE 30 1996 1995 1994 1993 1992
OPERATIONS
<S> <C> <C> <C> <C> <C>
Net Sales $562,678,620 $569,292,824 $529,399,483 $506,312,331 $477,216,161
Net Income** 30,713,794 34,976,944 27,147,163 24,011,998 21,913,103
Return on Sales** 5.5% 6.1% 5.1% 4.7% 4.6%
Return on Equity** 22.8% 26.4% 22.8% 19.8% 16.0%
Depreciation 12,497,148 12,355,863 12,477,651 12,869,607 11,921,519
Interest Expense 9,047,701 8,367,075 5,937,960 5,597,049 6,565,160
PER SHARE DATA*
Net Sales $ 40.40 $ 39.15 $ 34.62 $ 30.92 $ 26.75
Earnings** 2.21 2.41 1.78 1.47 1.23
Book Value 10.01 9.45 8.16 7.99 8.27
Dividends .71 .63 .52 .43 .38
Average Shares
Outstanding 13,927,223 14,540,476 15,293,351 16,375,964 17,836,576
</TABLE>
RETURN ON EQUITY
The Return on Equity chart is calculated by dividing net income for the
fiscal year by stockholders' equity as of the end of the year. The fiscal
1995 amount excludes a non-recurring net after-tax gain from the disposition
of businesses and product lines of $3,343,000 or $.23 per share. The chart
shows the following returns on equity:
Fiscal 1992 16.0%
Fiscal 1993 19.8%
Fiscal 1994 22.8%
Fiscal 1995 26.4%
Fiscal 1996 22.8%
EARNINGS PER SHARE
The Earnings Per Share chart is calculated by dividing the net income for the
fiscal year by the average shares outstanding during the year. The fiscal
1995 amount excludes a non-recurring net after-tax gain from the disposition
of businesses and product lines of $3,343,000 or $.23 per share. The chart
shows the following:
Fiscal 1992 $1.23
Fiscal 1993 $1.47
Fiscal 1994 $1.78
Fiscal 1995 $2.41
Fiscal 1996 $2.21
DIVIDEND HISTORY
The Dividend History chart reflects the dividends paid per share for each
fiscal year. The chart shows the following dividends:
Fiscal 1992 $0.38
Fiscal 1993 $0.43
Fiscal 1994 $0.52
Fiscal 1995 $0.63
Fiscal 1996 $0.71
To Our Stockholders
With some weakness in several of our markets, fiscal 1996 resulted in the
first decline in net income in the past five years. It was still, however,
the second best year in the Corporation's history, and barring an economic
downturn, we anticipate a resumption of earnings growth in fiscal 1997.
Operating Results:
For the fiscal year ended June 30, 1996, Standex reported sales of $563
million -- a 1% decline from fiscal 1995 revenues of $569 million. In fiscal
1995 $12.1 million of revenue from disposed units was included in sales. Net
income for fiscal 1996 totaled $30.7 million, compared with $38.3 for the
previous year -- which included a net gain of $3.3 million from the sale of a
substantial unit, and the realignment of several product lines. On a
comparable basis (excluding the non-recurring gain mentioned above), net
earnings declined 12.2% versus the record performance of the previous year.
On the same basis, earnings per share were $2.21 for the twelve months ended
June 30, 1996, compared to $2.41 for the previous fiscal year.
Return on equity reached 22.8% and has now exceeded 20% for three consecutive
years. The Corporation's balance sheet continues to be in excellent shape.
The debt to capital ratio is a very manageable 47%, interest coverage is 6.3
and book value per share reached a new record high of $10.01. A $50 million
long-term loan has also been arranged with the Metropolitan Life Insurance
Company on very favorable terms.
Dividend Increase:
The wide diversity of Standex operations continues to generate a strong and
relatively predictable level of cash flow. As a consequence, the Board of
Directors again increased the dividend during fiscal 1996 to a new annual
rate of $.72 per share. The Corporation paid $9.8 million in dividends in
fiscal 1996. Standex has now paid uninterrupted quarterly dividends for 32
years. The dividend has been increased 32 times over that same period.
Stock Buy Back Program:
The Corporation continued an aggressive stock buy back program during fiscal
1996. Over the past twelve months, 703,000 shares were repurchased at a total
cost of $21 million. Since the inception of this program a total of
17,968,563 shares have been acquired for an expenditure of $239,753,283. This
works out to an average cost of $13.34 per share, and has reduced the number
of shares outstanding by over 50%.
A Final Word:
The first claim on Corporate cash flow has always been to support existing
operations. Over the past five years $67 million has been invested in new
plant and equipment. That level of investment spending
is expected to continue but should be financed primarily through depreciation
charges.
Annual cash flow typically exceeds immediate operating requirements and it is
our intention to utilize that excess to finance acquisitions, to repurchase
Standex common stock and to continue to increase the dividend payout.
During fiscal 1996 Standex acquired the former Bally Walk-In Cooler facility
in Sparks, Nevada. This is our first commercial refrigeration facility west
of the Mississippi and will greatly strengthen our position in West Coast
markets. SXI Technology, a start-up hands-free data monitoring systems
company, was also acquired and should provide growth in the years ahead.
In summary, we feel confident that the diversity of businesses which make up
Standex will continue to create value for our shareholders as they have done
for the past 41 years. Much of this confidence is also based on the skills
and dedication of an outstanding group of employees.
[Photo of Thomas L. King, Chairman and Edward J. Trainor, President /CEO]
/s/Thomas L. King
Thomas L. King
Chairman of the Board
/s/Edward J. Trainor
Edward J. Trainor
President and Chief Executive Officer
Industrial Products Group
The Industrial Products Group includes Roehlen/Europe, Roehlen/North America,
Standex Precision Engineering and Standex Electronics. These divisions
accounted for 27% of total Corporate sales and 35% of operating income for
fiscal 1996, compared with 26% of total sales and 37% of operating income for
the previous fiscal year.
Roehlen enjoys a worldwide position in the texturizing industry. This process
allows our customers to produce a variety of decorative effects on plastics,
rubber, metal, paper and wallboard. The Texturization (registered) is
produced through the use of engraved embossing rolls and plates. The highly
absorbent paper toweling, which has been textured by the embossed roll shown
in the picture [Photo middle right], is an excellent example of the
functional and aesthetic benefits produced by the process.
Mold-Tech likewise, is the world leader in the process of engraving textured
patterns on molds and dies. Operations include 19 separate facilities around
the world, insuring the exact texture being reproduced wherever the molds are
manufactured. Mold-Tech engraves tooling for a broad cross section of world
industries including automotive, computers, toys, housewares and consumer
electronics.
Standex Electronics, which is headquartered in the United Kingdom, is a
manufacturer of electronic components and assemblies for the automotive,
communications, refrigeration, industrial, military power supply and security
industries. Some examples of the components used in the assembly of
telephones are shown in the picture. [Photo bottom left]
Custom Hoists is a leading manufacturer of single and double acting
telescopic and piston rod hydraulic cylinders. The cylinders have wide
applications such as for use on dump trucks as shown. [Photo above]
Additional uses include trash collection vehicles, lift trucks and other
mobile units requiring hydraulic power.
Spincraft is a leader in the power spinning of various metals. The Company's
two plants form and fabricate a wide variety of alloys into components
utilized in gas turbines, aircraft engines, nuclear reactors and many other
products. The lip skin (dark blue) shown in the picture [Photo bottom center]
is a key part of the engine nacelle on all commercial aircraft engines.
Procon (registered) rotary vane pumps are produced for worldwide use in the
beverage industry for the carbonation of soft drinks and for the operation of
espresso coffee machines, such as the one shown. [Photo middle right] Some
of the many other applications include kidney dialysis machines, water
booster systems, welding coolant applications, and water purification
systems.
Institutional
Products Group
The Institutional Products Group is composed of Standex Institutional
Products, Standex Air Distribution Products and Standex Commercial Products.
For fiscal 1996 this group represented 45% of total Corporate sales and 41%
of total operating income. This compares with 47% of sales and 43% of
operating income during fiscal 1995.
The Toastswell Company manufactures a broad line of commercial toasters,
griddles, food warmers and waffle irons. The company manufactures a variety
of products sold to restaurants, fast food chains and food distributors. The
waffle irons displayed are representative of the products manufactured by
this company [Photo of waffle irons middle right].
BKI in South Carolina and Barbecue King in the UK produce commercial barbecue
oven/rotisseries, pressure fryers, cook and hold ovens, doughnut fryers and
display merchandisers. The commercial barbecue oven shown [Photo bottom left]
is one of their more popular products. Principal markets are fast food
outlets, delicatessens, convenience stores and supermarkets. While there has
recently been some slowing in the US market, the European sales through its
division in England, are moving at a record pace. In addition, the company
has recently begun to set up a distribution network throughout the Far East
and South America to better meet the needs of this rapidly expanding market.
Snappy Air Distribution Products, produces pipe, duct and fittings, as shown
in the picture, [Photo top left] for heating, ventilating and air
conditioning residential homes in the Midwestern, Southwestern and
Northwestern United States. Significant manufacturing efficiencies have
provided the opportunity for the company to steadily expand its market share
and minimize the effects of cyclical weaknesses in housing starts.
The Jarvis Caster Group is a major producer of industrial and institutional
casters and wheels for the North American market. The group is a major
supplier to the food service, medical, office products and supermarket
industries as well as supplying a large variety of custom designed casters to
industrial original equipment manufacturers. The stylish casters shown on the
luggage cart [Photo bottom center] are one example of Jarvis' flexibility in
developing casters to meet customer requirements. The company has three
manufacturing facilities located in Massachusetts, Michigan and California,
with distribution facilities in Vancouver, Montreal and Toronto under its Can-
Am operations.
Master-Bilt manufactures a complete line of refrigerated cabinets including
ice cream dipping cabinets, open air merchandisers, reach-in cases and
beverage dispensing units utilized in the convenience store and supermarket
industries. The division also produces walk-in refrigeration units ranging in
size from 100 square feet to complete refrigerated ice cream warehouses. The
beverage display case shown [Photo top right] is one example of the many
styles of cabinets produced by the company. A walk-in manufacturing facility
was recently acquired in Nevada which will provide a strategic west coast
facility to serve our customers in the western US, the Far East and South
America.
Federal Industries manufactures both refrigerated and non-refrigerated
display cases for the food service industry. Reach-in glass door
merchandisers are also manufactured for the supermarket and convenience store
trade. The display cases shown [Photo bottom center] represent a sample of
the stylish cases produced by this company. The company also enjoys a solid
market position in the bakery industry with a broad line of proofers, dough
retarders and freezers.
National Metal Industries located in Springfield, Massachusetts is the
largest manufacturer of Christmas tree stands in the world. The company
additionally produces a variety of fabricated metal products and specialty
hardware including copier work stations, metal storage cabinets and custom
precision stampings. The company has recently developed a line of candlelight
luminaries and decorative reflectors for driveways and walkways to be
displayed during the Christmas and Halloween seasons.
H.F. Coors produces china and cookware for restaurants and hotels. The Mason
Candlelight Company supplies candles and candle lamps for table top lighting
to many of the same markets. The table setting [Photo top right] represents a
striking picture of some of the lovely products produced at these two
locations.
Williams Healthcare Systems is the world's leading manufacturer of
chiropractic and traction tables. The table shown [Photo bottom left]
represents a whole new concept in this type of equipment which will allow
doctors to work with their patients in a much more efficient and effective
manner. The company also produces a line of electrotherapy units, ultrasound
equipment and traction tables for the related but broader physical therapy
market.
USECO and General Slicing are both located in Murfreesboro, Tennessee. USECO
custom designs and manufactures feeding systems for institutions with large
food service requirements such as hospitals, schools and correctional
institutions. General Slicing manufactures and/or distributes a variety of
slicers, meat grinders, vegetable shredders and heavy duty food waste
disposers.
SXI Technologies was a recently founded company which was purchased this
year. This company will develop and market advanced microprocessor boards,
monitoring data acquisition and radio frequency identification systems for
the transportation industry. There has been a very positive reaction to this
product in the market place since it will allow for the hands free, error
free and paperless acquisition of strategic information for the maintenance,
identification, asset tracking and automated operations of both large and
small fleets.
Graphics/Mail Order
Products Group
The Graphics/Mail Order Group consists of Standard Publishing, James Burn
International and Crest Fruit Company. These three divisions accounted for
28% of Corporate sales and 24% of operating income during fiscal 1996. This
compares with 27% of sales and 20% of operating income during fiscal 1995.
Crest Fruit is the nation's leading mail order marketer of Texas "Ruby Red"
grapefruit, such as is shown in the picture [Photo middle left]. Product
offerings have been steadily expanded over the years and now include oranges,
cantaloupe, pears, apples, onions and flowers. The Company has just recently
acquired "The Vidalia Onion Store," a mail order marketer of the famous
Vidalia onions which are produced in Georgia.
Doubleday Bros. & Co. is headquartered in Kalamazoo, Michigan. The company
produces a broad range of custom continuous forms for business as well as
specialized forms and election supplies for county and state governments in
Michigan and Ohio.
Standard Publishing is the leading publisher of nondenominational religious
curricula and Vacation Bible School (VBS) programs in the United States. The
company also operates a chain of 19 Berean (registered) Christian Stores
which distribute religious literature and supplies to churches, school
systems and individuals. The Berean bookstore in the picture [Photo bottom
right] is representative of the many modern, fully stocked, bookstores in the
chain. The collage of religious publications in the photo below [Photo bottom
center] represent only a small portion of the many such publications that are
printed and distributed by Standard Publishing. In addition, it is a
commercial printer, doing a substantial amount of printing work for other
religious publishers as well as direct mail catalogs and other materials
(including this Annual Report) for commercial and industrial accounts.
James Burn International manufactures and distributes its products around the
world. The company manufactures two distinct mechanical binding systems. Wire-
O (registered) is a double loop wire binding system utilized in a wide range
of products including calendars, cookbooks and computer manuals. Mult-O
(registered) is a multiple ring mechanism used in high quality binders. In
addition, James Burn designs and manufactures punches and wire binding
machinery such as is shown [Photo top right] for use with the Wire-O
(registered) binding system.
Management's Discussion and Analysis
Liquidity and Capital Resources
During the fiscal year ended June 30, 1996, net operating cash flows of $34.0
million and proceeds from additional borrowings of $7.4 million were used to
purchase $20.9 million of the Company's Common Stock, fund property, plant
and equipment expenditures of $15.3 million and pay $9.8 million in cash
dividends to the Company's stockholders.
The Company intends to continue its policy of using its funds to acquire
property, plant and equipment, pay dividends, purchase its Common Stock, and
make acquisitions when conditions are favorable.
Net Cash Provided by Operating Activities was $34.0 million in 1996 as
compared to $37.5 million in 1995. The decline was mainly caused by a $5.4
million gain reported in fiscal 1995 from the sale of a German subsidiary and
disposition of other businesses and product lines.
For the fiscal year ended June 30, 1996, several changes in assets and
liabilities were reported. Due to the large sales growth reported in fiscal
1995, substantial increases in Accounts Receivable, Inventories and Accounts
Payable were reported. However, with the reduction in sales in fiscal 1996,
Accounts Receivable, Inventories and Accounts Payable have declined
considerably. The result has had a positive impact on operating cash flows as
compared to the prior year.
In order to obtain a favorable long-term interest rate, in September
1995 the Company negotiated a $50 million unsecured loan agreement with an
institutional lender. The loan bears a fixed interest rate of 7.13% and is
repayable in level, annual principal payments beginning September 1999 and
ending September 2005. The proceeds from this loan were used to reduce
borrowings under the Company's Revolving Credit Agreement. Simultaneously
with the execution of this loan agreement, the Revolving Credit Agreement's
maximum credit line available was reduced from $175 million to $125 million.
The financial covenants of the $50 million loan agreement are similar to
those under the Company's Revolving Credit Agreement.
At June 30, 1996, the Company had the ability to borrow an additional
$57.8 million under existing bank credit agreements. The Company believes
that this resource, along with the Company's internally generated funds, will
be sufficient to meet its anticipated needs for the foreseeable future. The
Company's existing bank credit agreements are described in the Notes to the
Consolidated Financial Statements.
<TABLE>
Operations
<CAPTION>
Net Sales by Industry Segment
(In thousands) 1996 Change 1995 Change 1994
<S> <C> <C> <C> <C> <C>
Graphics/Mail Order $159,687 4.6% $152,723 10.1% $138,738
Institutional 253,650 (5.0) 267,059 10.8 241,054
Industrial 149,342 (.1) 149,508 (.1) 149,607
Operating Income by Industry Segment
(In thousands) 1996 Change 1995 Change 1994
Graphics/Mail Order $14,402 (7.4)% $15,556 35.5% $11,484
Institutional 24,903 (26.6) 33,943 19.6 28,379
Industrial 21,358 (25.4) 28,629 68.9 16,955
</TABLE>
Fiscal 1996 as Compared to Fiscal 1995
In the latter portion of fiscal 1995, a few divisions raised sales prices to
partially offset increased material costs. Although it is difficult to
quantify the impact of the sales price increases on Net Sales during fiscal
1996, management believes the majority of the fluctuations in Net Sales
reported by each segment are due to changes in unit volume. In addition,
although changes in annual average exchange rates from 1995 to 1996 had a
positive impact on Net Sales in 1996, the total effect of such changes was
not significant.
For the year ended June 30, 1996, Net Sales decreased $6.6 million, or
1.2%, as compared to the fiscal year ended 1995. The Graphics/Mail Order
segment registered a $7.0 million, or 4.5% increase in Net Sales for the year
ended June 30, 1996 as compared to the prior fiscal year. Results reported by
James Burn International and Berean Christian Stores accounted for the
majority of this sales growth, which was due to improved worldwide customer
demand.
The Institutional segment registered a decrease in Net Sales of $13.4
million for the year ended June 30, 1996. Fiscal 1996 Net Sales reported by
the majority of operations within this segment declined. However, the
Commercial Products Group was the most severely impacted due to sluggish
economic conditions within the food service industry, compounded by U.S.
weather related problems in the third quarter of fiscal 1996.
For the year ended June 30, 1996, the Industrial segment experienced a
slight decline in Net Sales due primarily to the sale of a German subsidiary
in the first quarter of fiscal 1995. The absence of this subsidiary's Net
Sales was partially offset by growth reported by this segment's European
operations which was due to improved economic conditions.
The Gross Profit Margin percentage declined from 33.8% in 1995 to 32.9%
in 1996. The Industrial segment reported a slight decline in the Gross Profit
Margin percentage. However, the Institutional segment registered a 1.9%
decline due mainly to the decrease in Net Sales discussed above. Due to
competitive pressures on profit margins, the Graphics/Mail Order segment
reported a 1.7% decline in the Gross Profit Margin percentage.
Selling, General and Administrative Expense (SG&A) declined $4.0 million
in 1996 to 22.4% of Net Sales versus 22.9% of Net Sales in 1995. The majority
of this decrease is related to a reduction in profit improvement incentive
plan expenses due to the decline in Net Income reported in fiscal 1996. All
three segments reported slight dollar variations in SG&A expense.
For the year ended June 30, 1996, Depreciation and Amortization Expenses
increased slightly to $12.5 million versus $12.4 million in 1995. The
Graphics/Mail Order and Industrial segments reported slight decreases in
Depreciation and Amortization expenses. However, these decreases were offset
by an 8.8% increase in Depreciation and Amortization Expenses reported by the
Institutional segment due to expanded facilities at two units within this
segment during fiscal year 1995.
Interest Expense increased $681,000 in 1996. This is due to an increase
in borrowings at slightly higher interest rates than those reported during
fiscal 1995. The weighted average interest rate related to bank credit
agreements increased from 5.7% in 1995 to 5.9% in 1996. In addition, the
Company negotiated a $50 million loan with an institutional investor which
bears a fixed interest rate of 7.13%.
The above factors resulted in a decline in Income Before Income Taxes of
$9.7 million, or 16.7%, in 1996 as compared to 1995. The Institutional
segment reported a $9.0 million decrease in Operating Income due mainly to
the decline in Net Sales reported by the Commercial Products Group as
discussed above. The Industrial segment registered a drop in Operating Income
of $7.3 million mainly due to the absence of the net gain on the disposition
of businesses and product lines reported during fiscal 1995.
The effective tax rate rose in 1996 to 36.2% versus 33.7% in 1995.
Fiscal 1995 was positively impacted by higher than normal foreign tax credits
which were not repeated in fiscal 1996.
Due to the above factors, Net Income declined $7.6 million, or 19.8%.
Fiscal 1995 as Compared to Fiscal 1994
Net Sales increased $39.9 million, or 7.5%, for the year ended June 30, 1995
as compared to the fiscal year ended 1994. During the fiscal year, a number
of divisions implemented sales price increases to help offset rises in
material prices. Although it is difficult to quantify the impact of the sales
price increases on Net Sales, management believes the majority of the growth
in Net Sales is due to an increase in unit volume. In addition, although
changes in annual average exchange rates from 1994 to 1995 had a positive
impact on Net Sales in 1995, the total effect was not significant.
The Institutional segment reported the largest increase in Net Sales of
$26.0 million for the year ended June 30, 1995. The majority of this
segment's divisions reported growth in Net Sales as compared to fiscal 1994.
The Commercial Products Group and Jarvis Caster Group reported the most
significant gains in Net Sales due to increased customer demand and the
introduction of new products.
The Graphics/Mail Order segment registered a $14.0 million, or 10.1%,
rise in Net Sales for the year ended June 30, 1995 as compared to the prior
fiscal year. James Burn International, Standard Publishing and Berean
Christian Stores accounted for the majority of this sales growth which was
due to improved worldwide customer demand and the introduction of new
products.
For the year ended June 30, 1995, the Industrial segment experienced a
slight decline in Net Sales due mainly to the sale of a German subsidiary in
the first quarter of fiscal 1995. The absence of this subsidiary's Net Sales
was offset by growth reported by the majority of reporting units within this
group. This increase in Net Sales was primarily caused by the improved
economic conditions worldwide.
The Gross Profit Margin percentage increased from 32.7% in 1994 to 33.8%
in 1995. The Gross Profit Margin percentages reported by the Institutional
and Graphics/Mail Order segments both rose slightly. However, the Industrial
segment registered an increase in the Gross Profit Margin percentage of 2.4%
primarily due to increased sales volumes at certain units and improved
operating efficiencies.
Selling, General and Administrative Expense (SG&A) rose approximately
$6.2 million in 1995 as compared to 1994. However, as a percentage of Net
Sales, SG&A decreased slightly from 23.4% of Net Sales in 1994 to 22.9% in
1995. All three segments reported a decline in SG&A as a percentage of Net
Sales. Both the Graphics/Mail Order and Institutional segments reported a
dollar increase in SG&A due to their growth in business activity discussed
above. These increases were offset by a decrease in expenses reported by the
Industrial segment primarily due to the sale of one of its units.
For the year ended June 30, 1995, Depreciation and Amortization Expense
decreased slightly. This expense was $12.4 million in 1995, versus $12.5
million in 1994. The Graphics/Mail Order and Institutional Segments reported
slight increases in Depreciation and Amortization Expense. However, these
increases were offset by a 10.9% decline in Depreciation and Amortization
Expense reported by the Industrial segment due to fewer reporting units.
Interest Expense increased $2.4 million in 1995. This was caused by
higher interest rates and increased borrowings during the year. The weighted
average interest rate on borrowings increased to 5.7% in 1995 versus 3.8% in
1994.
The above factors resulted in an improvement in Income Before Income
Taxes of approximately $15.6 million, or 36.9%, in 1995 as compared to 1994.
The most significant increase in Operating Income was reported by the
Industrial segment mainly due to the net gain on the disposition of
businesses and product lines previously discussed. This net gain is also
included in the Non-U.S. Operating Income reported in the Industry Segment
Information Note to the Consolidated Financial Statements.
The effective tax rate decreased in 1995 to 33.7% versus 35.7% in 1994.
The decline in the effective tax rate is primarily due to the increased use
of foreign tax credits and tax benefits generated by UK subsidiaries.
Due to the above factors, Net Income rose $11.2 million, or 41.2%.
Other Matters
Inflation -- The impact of inflation felt in 1995 lessened in fiscal 1996 due
mainly to a stabilization of material costs, as well as the presence of only
minor increases in labor costs.
Environmental matters -- The Company is a party to various claims and legal
proceedings, generally incidental to its business and has recorded an
appropriate provision for the resolution of such matters. As explained more
fully in the Notes to the Consolidated Financial Statements, the Company does
not expect the ultimate disposition of these matters to have a material
adverse effect on its financial statements.
New Accounting Pronouncements
In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 121, "Accounting for
the Impairment of Long-Lived Assets to Be Disposed of." The Company has
evaluated this standard and determined that it will not materially affect the
company's financial condition or operating results.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
Based compensation." This standard requires expanded disclosures of stock-
based compensation arrangements with employees and encourages (but does not
require) compensation costs to be measured based on the fair value of stock
options awarded. The Company has evaluated this standard and has decided that
it will not adopt that portion of the standard which is voluntary. Instead,
management has determined that the current method, based upon the application
of Accounting Principles Board Opinion No. 25, provides the most accurate
presentation of costs associated with stock-based compensation awards to
employees. As a result, compliance with this standard during fiscal 1997 will
have no impact on the company's 1997 financial statements, other than the
required additional disclosure of the proforma effect of SFAS No. 123 on net
income and earnings per share.
<TABLE>
Five-Year Financial Review
<CAPTION>
Standex International Corporation and Subsidiaries
(In thousands, except per share data)
1996 1995 1994 1993 1992
Year Ended June 30
Summary of Operations
<S> <C> <C> <C> <C> <C>
Net sales $562,679 $569,293 $529,399 $506,312 $477,216
Gross profit margin 185,267 192,540 172,979 168,309 156,727
Interest expense 9,048 8,367 5,938 5,597 6,565
Income before income taxes 48,124 57,803 42,222 37,450 33,659
Provision for income taxes 17,410 19,483 15,075 13,438 11,746
Net income 30,714 38,320 27,147 24,012 21,913
__________ ________ ________ ________ ________
Per Share Data*
Net sales 40.40 39.15 34.62 30.92 26.75
Earnings 2.21 2.64 1.78 1.47 1.23
Dividends paid .71 .63 .52 .43 .38
Book value 10.01 9.45 8.16 7.99 8.27
Average shares outstanding 13,927 14,540 15,293 16,376 17,837
__________ ________ ________ ________ ________
June 30
Financial Condition
Working capital 138,860 143,135 126,803 109,128 110,994
Current ratio 3.03 2.85 2.81 2.49 2.49
Property, plant and
equipment -- net 86,616 84,528 89,697 90,919 94,871
Total assets 335,333 342,702 323,721 308,569 316,566
Long-term debt 113,822 111,845 112,854 94,416 86,699
Stockholder's equity 134,691 132,352 118,932 121,524 137,010
________ ________ ________ ________ ________
</TABLE>
<TABLE>
Sales and Earnings By Quarter
Year Ended June 30 (Unaudited)
<CAPTION>
(In thousands, except per share data)
1996 1995
First Second Third Fourth First Second Third Fourth
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales $142,235 $154,101 $130,334$136,009 $140,591 $143,937 $141,575 $143,190
Gross profit
margin 47,286 51,426 42,907 43,648 45,955 50,525 46,845 49,215
Net income 9,310 9,177 5,562 6,665 11,801 9,026 8,058 9,435
Earnings per share .66 .65 .41 .49 .80 .62 .56 .66
____________________________________________ ________________ ________
</TABLE>
<TABLE>
Common Stock Prices and Dividends Paid
<CAPTION>
Common Stock Price Range
1996 1995 Dividends Per Share
High Low High Low 1996 1995
<S> <C> <C> <C> <C> <C> <S>
First quarter $36-1/2 $31-1/2 $28-1/4 $24-5/8 $.17 $.14
Second quarter 36-3/4 32 32-5/8 26-1/4 .18 .16
Third quarter 32-7/8 26-1/2 32-5/8 30 .18 .16
Fourth quarter 30-7/8 25-3/8 32-1/8 29 .18 .17
_____ _____ _____ _____ _____ ____
</TABLE>
<TABLE>
<CAPTION>
Distribution of the 1996 Sales Dollar
<S> <C> <C>
Materials and services $320,837,000 57%
Wages, salaries and employee benefits 172,173,000 30
Depreciation and amortization 12,497,000 2
Interest on borrowed money 9,048,000 2
Income taxes 17,410,000 3
Reinvested in the Company 20,960,000 4
Dividends to stockholders 9,754,000 2
__________ ____
Total $562,679,000 100%
__________ ___
*Adjusted for May, 1993 two-for-one stock split.
</TABLE>
<TABLE>
Statements of Consolidated Income
<CAPTION>
Standex International Corporation and Subsidiaries
<S> <C> <C> <C>
Year Ended June 30 1996 1995 1994
Net Sales Revenue $562,678,620 $569,292,824 $529,399,483
Net gain on disposition
of businesses and
product lines - 5,426,231 478,987
Interest and other 879,359 1,107,075 1,229,396
_____________ _____________ _____________
Total revenue 563,557,979 575,826,130 531,107,866
_____________ _____________ _____________
Costs and Expenses
Cost of products sold 367,740,986 367,118,405 346,491,082
Selling, general and
administrative 126,148,350 130,181,612 123,979,010
Depreciation and
amortization 12,497,148 12,355,863 12,477,651
Interest 9,047,701 8,367,075 5,937,960
_____________ _____________ _______________
Total costs and expenses 515,434,185 518,022,955 488,885,703
_____________ ______________ _____________
Income Before Income Taxes 48,123,794 57,803,175 42,222,163
Provision for Income Taxes 17,410,000 19,483,000 15,075,000
_____________ _____________ _____________
Net Income $ 30,713,794 $ 38,320,175 $ 27,147,163
__________ __________ __________
Earnings Per Share $ 2.21 $ 2.64 $ 1.78
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Statements of Consolidated stockholders' Equity
<CAPTION>
Additional Cumulative
Paid-in Retained Translation Treasure
Shares
Common Stock Capital Earnings Adjustment Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1993 $41,976,417 $ - $227,358,484 $ (946,404) 12,767,809$ (146,780,415)
Stock issued for employee stock
options and stock purchase plan
net of related income tax benefit 871,128 (263,275) 3,106,090
Treasury stock acquired 897,136 (23,532,338)
Net income 27,147,163
Dividends paid (52 cents per share) (7,800,753)
Foreign currency translation adjustment (2,467,417)
__________ _________ ___________ _________ _________ _____________
Balance, June 30, 1994 41,976,417 871,128 246,704,894 (3,413,821) 13,401,670 (167,206,663)
Stock issued for employee stock
options and stock purchase plan
net of related income tax benefit 1,258,016 (231,921) 2,996,799
Treasury stock acquired 802,761 (23,912,350)
Net income 38,320,175
Dividends paid (63 cents per share) (8,993,908)
Foreign currency translation adjustment 3,751,361
__________ _________ ___________ _________ _________ _____________
Balance, June 30, 1995 41,976,417 2,129,144 276,031,161 337,540 13,972,510 (188,122,214)
Stock issued for employee stock
options and stock purchase plan
net of related income tax benefit 1,248,554 (140,634) 1,915,462
Treasury stock acquired 702,961 (20,876,183)
Net income 30,713,794
Dividends paid (71 cents per share) (9,753,583)
Foreign currency translation adjustment (909,373)
__________ _________ ___________ _________ _________ _____________
Balance, June 30, 1996 $41,976,417$ 3,377,698$296,991,372$ (571,833)14,534,837$ (207,082,935)
_________ ________ __________ ________ ________ ____________
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Consolidated Balance Sheets
<CAPTION>
Standex International Corporation and Subsidiaries
June 30 1996 1995
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents $5,146,943 $9,542,926
Receivables - less allowance of
$2,666,000 in 1996 and $2,854,000 in 1995 88,567,119 90,492,471
Inventories 109,720,414 116,416,518
Prepaid expenses 3,957,613 3,894,692
____________ ___________
Total current assets 207,392,089 220,346,607
____________ ___________
Property, Plant and Equipment
Land and buildings 58,512,210 57,328,242
Machinery and equipment 158,966,157 152,810,659
____________ ___________
Total 217,478,367 210,138,901
Less accumulated depreciation 130,862,140 125,611,163
____________ ___________
Property, plant and equipment - net 86,616,227 84,527,738
____________ ___________
Other Assets
Prepaid pension cost 20,744,152 17,369,975
Goodwill --net 14,655,418 15,296,599
Other 5,925,286 5,160,617
____________ ___________
Total other assets 41,324,856 37,827,191
____________ ___________
Total $335,333,172 $342,701,536
___________ __________
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of debt $ 5,286,699 $3,320,456
Accounts payable 29,202,348 36,414,187
Accrued payroll and employee benefits 17,792,859 19,496,096
Income taxes 1,566,547 4,471,988
Other 14,683,618 13,508,688
____________ ___________
Total current liabilities 68,532,071 77,211,415
____________ ___________
Long-Term Debt - less current portion 113,822,445 111,845,000
____________ ___________
Deferred Income Taxes 12,583,000 12,108,000
____________ ___________
Other Noncurrent Liabilities 5,704,937 9,185,073
____________ ___________
Stockholders' Equity
Common stock -- authorized, 30,000,000 shares
in 1996 and 1995; par value, $1.50
per share; issued 27,984,278 shares in
1996 and 1995 41,976,417 41,976,417
Additional paid-in capital 3,377,698 2,129,144
Retained earnings 296,991,372 276,031,161
Cumulative translation adjustment (571,833) 337,540
Less cost of treasury shares:
14,534,837 shares in 1996
and 13,972,510 in 1995 (207,082,935) (188,122,214)
____________ ___________
Total stockholders' equity 134,690,719 132,352,048
____________ ___________
Total $ 335,333,172 $342,701,536
__________ __________
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Statements of Consolidated Cash Flows
<CAPTION>
Standex International Corporation and Subsidiaries
Year Ended June 30 1996 1995 1994
Cash Flows from Operating Activities
<S> <C> <C> <C>
Net income $ 30,713,794 $ 38,320,175 $ 27,147,163
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 12,497,148 12,355,863 12,477,651
Profit improvement incentive plan (88,442) 5,836,089 3,662,698
Deferred income taxes 475,000 (1,661,000) 795,000
Net pension credit (981,000) (1,206,000) (837,000)
Loss (gain) on sale of investments,
real estate and equipment 6,677 92,250 (432,087)
Gain on disposition of businesses - (5,426,231) (478,987)
Increase (decrease) in cash from changes
in assets and liabilities, net of effect
of acquisitions and dispositions:
Receivables -- net 1,922,429 (9,300,099) (8,024,312)
Inventories 6,690,380 (15,145,192) (9,254,430)
Prepaid expenses and other assets (3,025,909) 536,722 (2,323,973)
Accounts payable (7,221,125) 9,644,224 459,485
Accrued payroll, employee benefits
and other liabilities (3,993,614) (734,555) (3,247,000)
Income taxes (2,922,144) 4,236,307 (1,706,496)
___________ ___________ ___________
Net cash provided by operating
activities 34,073,194 37,548,553 18,237,712
___________ ___________ ___________
Cash Flows from Investing Activities
Expenditures for property and equipment (15,328,374) (12,006,428) (13,237,820)
Proceeds from sale of investments,
real estate and equipment 525,765 546,214 1,915,533
Proceeds from disposition of businesses - 13,589,000 840,471
___________ ___________ ___________
Net cash (used for) provided by
investing activities (14,802,609) 2,128,786 (10,481,816)
___________ ___________ ___________
Cash Flows from Financing Activities
Proceeds from additional borrowings 7,405,885 7,877,395 23,502,040
Payments of debt (3,462,197) (15,141,363) (6,202,793)
Stock issued under employee stock option
and stock purchase plans 3,164,016 4,254,815 3,977,218
Cash dividends paid (9,753,583) (8,993,908) (7,800,753)
Purchase of treasury stock (20,876,183) (23,912,350) (23,532,338)
Payments on employees' Stock Ownership
Trust loan - - 83,762
___________ ___________ ___________
Net cash used for financing activities (23,522,062) (35,915,411) (9,972,864)
___________ ___________ ___________
Effect of Exchange Rate Changes on Cash
and Cash Equivalents (144,506) 757,597 (277,716)
___________ ___________ ___________
Net Changes in Cash and Cash
Equivalents (4,395,983) 4,519,525 (2,494,684)
Cash and Cash Equivalents at
Beginning of Year 9,542,926 5,023,401 7,518,085
___________ ___________ ___________
Cash and Cash Equivalents at End
of Year $ 5,146,943 $ 9,542,926 $ 5,023,401
__________ __________ __________
</TABLE>
<TABLE>
<CAPTION>
Supplemental Disclosure of Cash
Flow Information Cash paid during
the year for:
<S> <C> <C> <C>
Interest $ 8,180,245 $ 8,033,311 $ 5,856,833
Income taxes 19,840,441 16,946,988 15,919,562
</TABLE>
See notes to consolidated financial statements.
Notes to Consolidated Financial Statements
Summary of Accounting Policies
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of
Standex International Corporation and its subsidiaries.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments purchased with a
remaining maturity of three months or less. Such investments are carried at
cost, which approximates fair value, due to the short period of time until
maturity.
Inventories
Inventories are stated at the lower of first-in, first-out cost or market.
Property, Plant and Equipment
Property, plant and equipment are depreciated over their estimated useful
lives using primarily the straight-line method.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Deferred assets and liabilities are recorded for the expected future tax
consequences of events that have been included in the financial statements or
tax returns.
Goodwill
The excess of purchase price of acquired companies over the fair value of net
identifiable assets at date of acquisition has been recorded as goodwill and
is being amortized on a straight-line basis over a forty-year period.
Accumulated amortization aggregated $7,969,000 and $7,368,000 at June 30,
1996 and 1995, respectively. The Company annually evaluates the net balance
of goodwill based on the projected operating income of the respective
businesses on an undiscounted cash flow basis.
Foreign Currency Translation
Assets and liabilities of non-U.S. operations are translated into U.S.
dollars at year-end exchange rates. Revenues and expenses are translated
using average exchange rates. The resulting translation adjustment is
reported as a separate component of Stockholders' equity. Gains and losses
from non-U.S. currency transactions are included in results of operations.
Forward Foreign Currency Exchange Contracts
Forward foreign currency contracts are used by the Company to protect certain
anticipated foreign cash flows, such as dividends and loan payments from
subsidiaries, against movements in the related exchange rate. The Company
sells the related foreign currency at a fixed price for settlement on or
before the date of the related receipt, and thus protects the dollar value of
the receipt. The Company enters into such contracts for hedging purposes
only. At June 30, 1996, the Company had no significant forward foreign
currency contracts.
Concentration of Credit Risk
The Company is subject to credit risk through trade receivables and short-
term cash investments. Credit risk with respect to trade receivables is
minimized because of the diversification of the Company's operations, as well
as its large customer base and its geographical dispersion. Short-term cash
investments are placed with high credit-quality financial institutions or in
short-duration, high quality debt securities. The Company limits the amount
of credit exposure in any one institution or type of investment instrument.
Accounting Estimates
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles necessarily requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses approximate fair value because of their
short-term nature. The carrying amount of the Company's debt instruments
approximate fair value.
Earnings Per Share
Earnings per share are computed based on the average number of shares and
share equivalents outstanding during the year. The weighted average number of
shares used in the determination of earnings per share was 13,927,223;
14,540,476 and 15,293,351 in 1996, 1995 and 1994, respectively.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 1996
financial statement presentation.
<TABLE>
Inventories
<CAPTION>
Inventories are comprised of (in thousands):
1996 1995
<S> <C> <C>
Raw materials $ 36,631 $ 38,948
Work in process 24,600 27,510
Finished goods 48,489 49,959
_________ _________
Total $109,720 $116,417
_______ ______
</TABLE>
<TABLE>
Debt
<CAPTION>
Debt is comprised of (in thousands):
1996 1995
<S> <C> <C>
Bank credit agreements $ 67,164 $112,845
Institutional investors
7.13% (due 2000-2006) 50,000 -
Other 4.5% to 6.875%
(due 1997-2003) 1,945 2,320
_________ _________
Total 119,109 115,165
Less current portion 5,287 3,320
_________ _________
Total long-term debt $113,822 $111,845
_______ _______
</TABLE>
Bank Credit Agreements
The Company has a revolving credit agreement with five banks. The agreement
provides for a maximum credit line of $125,000,000 until October 31, 1999, at
which time outstanding loans will be due and payable. Borrowings under the
agreement generally bear interest at rates which approximate the prime rate.
The Company is required to pay a commitment fee of 0.2% on the average daily
unused amount. There were no borrowings outstanding under the revolving
credit agreement during 1996, 1995, or 1994.
In addition, the Company has the option to borrow up to $125,000,000 on
an unsecured short-term basis at rates which are generally below the prime
rate (such rates varied from 5.5% to 6.1% during 1996). Available borrowings
under the revolving credit agreement described above are reduced by short-
term borrowings. At June 30, 1996, the Company had the ability to borrow an
additional $57,836,000 under existing bank credit agreements.
The Company may refinance the unsecured short-term borrowings on a long-
term basis under the revolving credit agreement discussed above. As such, the
short-term outstanding borrowings, which are not expected to be paid within a
year, are classified as long-term debt, and the debt repayment schedule as
presented below, is based on the terms of the revolving credit agreement.
Management believes that the recorded amount of both short-term and long-term
borrowings approximate their fair value.
Institutional Investor Agreement
The Company entered into a note purchase agreement with an institutional
investor for $50,000,000 in September 1995. The 7.13% note is due September
2005 and requires principal payments of $7,143,000 annually beginning in
September 1999.
Loan Covenants and Repayment Schedule
The Company's loan agreements contain limited provisions relating to the
maintenance of certain financial ratios and restrictions on additional
borrowings and investments.
Debt is due as follows: 1997, $5,287,000; 1998, $320,000; 1999, $190,000;
2000, $69,530,000; 2001, $7,358,000; and thereafter $36,424,000.
<TABLE>
Accrued Payroll and Employee Benefits
<CAPTION>
This current liability caption consists of (in thousands):
1996 1995
<S> <C> <C>
Payroll $12,270 $13,070
Benefits 4,519 4,965
Taxes 1,004 1,461
_______ _______
Total $17,793 $19,496
______ ______
</TABLE>
Commitments
The Company leases certain property and equipment under agreements with
initial terms ranging from one to twenty years. Rental expense for the years
ended June 30, 1996, 1995 and 1994 was approximately $6,500,000; $6,100,000
and $5,900,000, respectively. At June 30, 1996, the minimum annual rental
commitments under noncancelable operating leases, principally real estate,
were approximately: 1997, $4,200,000; 1998, $3,000,000; 1999, $2,600,000;
2000, $2,000,000; 2001, $1,100,000; and thereafter $3,000,000.
Contingencies
The Company is a party to various claims and legal proceedings related to
environmental and other matters generally incidental to its business.
Management has evaluated each matter based, in part, upon the advice of its
independent environmental consultants and in-house counsel and has recorded
an appropriate provision for the resolution of such matters in accordance
with SFAS No. 5, "Accounting for Contingencies." Management believes that
such provision is sufficient to cover any future payments, including legal
costs, under such proceedings.
<TABLE>
Income Taxes
<CAPTION>
The provision for income taxes consists of (in thousands):
1996 1995 1994
Current:
<S> <C> <C> <C>
Federal $9,000 $12,433 $8,509
State 2,240 2,670 2,062
Non-U.S. 5,695 6,041 3,709
________ _______ _______
Total 16,935 21,144 14,280
Deferred 475 (1,661) 795
________ _______ _______
Total $17,410 $19,483 $15,075
</TABLE>
Income before income taxes relating to U.S. operations was $33,505,000;
$35,669,000 and $30,254,000 in 1996, 1995 and 1994, respectively. Income
before income taxes for Non-U.S. operations was $14,619,000; $22,134,000 and
$11,968,000 in 1996, 1995 and 1994, respectively.
A reconciliation of the U.S. income tax rate to the effective income tax rate
is as follows:
<TABLE>
1996 1995 1994
<S> <C> <C> <C>
Statutory tax rate 35.0% 35.0% 35.0%
Non-U.S. (1.5) (1.8) (1.1)
State taxes 3.1 2.8 3.3
Insurance -- net (0.5) (0.3) (0.5)
Other items -- net 0.1 (2.0) (1.0)
_____ _____ _____
Effective income tax rate 36.2% 33.7% 35.7%
_____ _____ _____
</TABLE>
Significant components of the Company's net deferred tax liability are as
follows (in thousands):
<TABLE>
1996 1995
Deferred tax liabilities:
<S> <C> <C>
Accelerated depreciation $11,588 $12,792
Net pension credit 7,642 6,256
Other items 427 509
Deferred tax assets:
Expense accruals (5,804) (4,841)
Compensation costs (1,270) (2,608)
_______ _______
Net deferred tax liability $12,583 $12,108
_______ _______
</TABLE>
<TABLE>
Significant components of deferred income taxes impact deferred income tax
expense as follows (in thousands):
1996 1995 1994
<S> <C> <C> <C>
Accelerated depreciation $ (419) $ 180 $606
Net pension credit 1,386 578 759
Compensation costs 1,338 (855) (509)
Expense accruals (1,749) (1,334) (204)
Other items (81) (230) 143
________ _______ _____
Total $ 475 $(1,661) $795
________ _______ ____
</TABLE>
At June 30, 1996, accumulated retained earnings of non-U.S. subsidiaries
totaled $28,047,000. No provision for U.S. income and foreign withholding
taxes has been made because it is expected that such earnings will be
reinvested indefinitely or the distribution of any remaining amount would be
principally offset by foreign tax credits. The determination of the
withholding taxes that would be payable upon remittance of these earnings and
the amount of unrecognized deferred tax liability on these unremitted
earnings is not practicable.
Industry Segment Information
The Company is composed of three product groups. These groups are described
on pages 4-11.
Net sales include only transactions with unaffiliated customers and include
no significant intersegment or export sales. Operating income by product
group and geographic area excludes general corporate and interest expenses.
Assets of the Corporate segment
consist primarily of cash, administrative buildings and equipment and other
non-current assets.
<TABLE>
Net Sales Operating Income
(In thousands) 1996 1995 1994 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Graphics/Mail Order $159,687 $152,723 $138,738 $14,402 $15,556 $11,484
Institutional 253,650 267,059 241,054 24,903 33,943 28,379
Industrial 149,342 149,508 149,607 21,358 28,629 16,955
Corporate and other - 3 - (12,539) (20,325) (14,596)
_________ ________ ________ ________ _______ _______
Total $562,679 $569,293 $529,399 $48,124 $57,803 $42,222
_________ ________ ________ ________ _______ _______
Assets Employed Capital Expenditures
(In thousands) 1996 1995 1994 1996 1995 1994
Graphics/Mail Order $83,768 $83,957 $76,250 $2,425 $1,693 $3,031
Institutional 143,216 149,231 136,117 7,499 6,164 6,521
Industrial 84,186 89,245 95,732 5,262 3,923 3,627
Corporate and other 24,163 20,269 15,622 142 226 59
_________ ________ ________ ________ _______ _______
Total $335,333 $342,702 $323,721 $15,328 $12,006 $13,238
_________ ________ ________ ________ _______ _______
</TABLE>
<TABLE>
Depreciation and Amortization
<CAPTION>
(In thousands)
1996 1995 1994
<S> <C> <C> <C>
Graphics/Mail Order $ 2,793 $ 2,871 $ 2,659
Institutional 5,151 4,735 4,522
Industrial 4,304 4,488 5,036
Corporate and other 249 262 261
________ ________ ________
Total $12,497 $12,356 $12,478
_______ _______ _______
</TABLE>
<TABLE>
Financial data related to U.S. and non-U.S. operations:
<CAPTION>
U.S. Non-U.S.
(In thousands) 1996 1995 1994 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net sales $457,877 $473,187 $431,774 $104,802 $96,103 $97,625
Operating income 46,292 55,436 45,761 14,371 22,692 11,057
Assets employed 239,829 249,158 232,448 71,341 73,275 75,651
</TABLE>
The Corporate segment is excluded from the above table.
Employee Benefit Plans
Retirement Plans
The Company and its subsidiaries have several company sponsored, funded
retirement plans covering substantially all U.S. and many non-U.S. employees.
Benefits are principally based on an employee's years of service and
compensation during employment. The company's funding policy with respect to
the U.S. plans is to contribute annually the amount required by the Employee
Retirement Income Security Act of 1974. Non-U.S. plans are funded in
accordance with local requirements.
<TABLE>
The periodic pension credit is comprised of the components listed below as
determined using the projected unit credit actuarial cost method (in
thousands):
<CAPTION>
1996 1995 1994
Service costs for benefits
<S> <C> <C> <C>
earned during the period $ 3,669 $ 3,722 $ 3,913
Interest cost on projected
benefit obligation 8,337 7,734 7,478
Actual return on plan assets (20,447) (7,384) 1,217
Net amortization and deferral 7,460 (5,278) (13,445)
________ _________ ________
Net pension credit $ (981) $ (1,206) $ (837)
_______ _______ _______
</TABLE>
<TABLE>
The following table sets forth the funded status and obligations of the
Company's principal plans at year end, using a measurement date of April 1
(in thousands):
<CAPTION>
1996 1995
<S> <C> <C>
Accumulated vested benefit obligation $ 81,081 $ 82,113
_______ _______
Projected benefit obligation 102,022 100,561
Fair value of assets 135,366 117,696
_________ _________
Funded status 33,344 17,135
Unrecognized transition amount (10,207) (11,884)
Unrecognized prior service cost 1,501 1,642
Unrecognized loss (gain) (7,422) 7,178
_________ _________
Prepaid pension cost $ 17,216 $ 14,071
_________ _________
</TABLE>
The accumulated benefit obligation approximated the accumulated vested
benefit obligation in 1996 and 1995. For its U.S. plans, the Company used an
assumed weighted average discount rate of 8.5% for 1996 and 1995 and 8.0% for
1994, and a rate of increase in future compensation levels of 5% in 1996,
1995 and 1994, in determining the actuarial present value of its projected
benefit obligation. The expected long-term rate of return on U.S. plan assets
was 9% in 1996, 1995 and 1994. At June 30, 1996, U.S. plan assets consisted
of equity securities, U.S. Treasury obligations, corporate bonds and cash
equivalents. For its non-U.S. plans, the Company used assumed weighted
average discount rates ranging from 7.0% to 8.75%, and rates of increase in
future compensation levels ranging from 4.0% to 5.5% in determining the
actuarial present value of the projected benefit obligation. The expected
long-term rate of return on plan assets was 9.5%. As of June 30, 1996, non-
U.S. plan assets consist of units in a pooled investment fund. Non-U.S.
obligations and assets are not considered material and hence these plans have
been included with the U.S. plans in the funded status reconciliation.
Certain U.S. employees are covered by union-sponsored, collectively
bargained, multi-employer pension plans. Contributions and cost are
determined in accordance with the provisions of negotiated labor contracts or
terms of the plans. Pension expense for these plans was $1,203,000;
$1,142,000 and $1,006,000 in 1996, 1995 and 1994, respectively.
Employees' Stock Ownership Plan
The Company has an Employee Stock Ownership Plan covering certain salaried
employees. Amounts provided for this plan are approved by the Board of
Directors and for the years ended June 30, 1996, 1995 and 1994 aggregated
$1,000,000 each year.
Profit Improvement Participation Share Plan
The Company has a profit improvement incentive plan in which certain officers
and employees participate. Units under this plan are issued at the discretion
of the Salary and Employee Benefits Committee of the Board of Directors and
are assigned a value equal to a multiple of earnings per share payable in
five years based upon the net increase in earnings per share over the five-
year period. Each fiscal year, amounts are charged or credited to operations
to reflect this liability. Amounts (credited)/charged to operations for the
years ended June 30, 1996, 1995 and 1994 were $(88,000); $5,836,000 and
$3,663,000, respectively.
Postretirement Benefits Other Than Pensions
The Company sponsors unfunded postretirement medical and life plans covering
certain full time employees who retire and have attained the requisite age
and years of service. Retired employees are required to contribute toward the
cost of coverage according to various rules established by the Company.
The Company accounts for postretirement benefits in accordance with SFAS
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," which requires accrual of postretirement benefits (such as health
care and life insurance benefits) during the years an employee provides
services.
<TABLE>
Postretirement cost is comprised of the components listed below (in
thousands):
1996 1995 1994
Service costs for benefits
<S> <C> <C> <C>
earned during the period $ 92 $ 102 $ 119
Interest cost on projected
benefit obligation 651 654 741
Amortization of transition amount 402 446 446
_______ _______ _______
Total postretirement costs $1,145 $1,202 $1,306
_______ _______ _______
</TABLE>
<TABLE>
The following table sets forth the funded status of the Company's
postretirement benefit plans other than pensions (in thousands):
1996 1995
Accumulated benefit obligation:
<S> <C> <C>
Retirees $4,193 $4,324
Eligible active employees 1,939 2,133
Other active employees 1,874 2,061
________ _______
Total 8,006 8,518
Unrecognized net loss 1,352 733
Unrecognized transition obligation (7,593) (8,039)
________ _______
Accrued postretirement cost $ 1,765 $1,212
________ _______
</TABLE>
The Company used an assumed discount rate of 8.5% for 1996 and 8% for 1995
and an initial assumed health care cost trend rate of 8.5%, declining
gradually to an ultimate cost rate of 5% for years after 2009. A 1% increase
in the assumed health care cost trend rate would have increased the cost of
postretirement health care benefits by 11% and the accumulated benefit
obligation by $911,000 and $1,092,000 in 1996 and 1995, respectively.
Stock Option and Stock Purchase Plans
Stock Option Plans
At June 30, 1996, 747,545 shares of common stock were reserved for issuance
under the Stock Option Plans. Of this amount, and as noted in the table
below, 517,745 shares are for options granted but unexercised. Options may be
granted at or below fair market value as of the date of grant and must be
exercised within the period prescribed by the Salary and Employee Benefits
Committee of the Board of Directors at the time of grant but not later than
ten years from the date of grant. Certain options granted at fair market
value can be exercised any time after six months from the date of grant, and
other options can only be exercised in accordance with vesting schedules
prescribed by the Committee.
A summary of options issued under the plans is as follows:
No. of Shares
Outstanding, June 30, 1993
($5.10 to $18.38 per share) 603,096
Granted ($16.00 to $26.00 per share) 37,000
Exercised ($5.10 to $15.81 per share) (177,884)
Cancelled ($7.50 to $12.50 per share) (4,800)
_________
Outstanding, June 30, 1994
($6.75 to $26.00 per share) 457,412
Granted ($22.00 to $31.00 per share) 144,000
Exercised ($6.75 to $16.00 per share) (154,915)
Cancelled ($7.50 to $12.50 per share) (4,600)
_________
Outstanding, June 30, 1995
($6.75 to $31.00 per share) 441,897
Granted ($22.50 to $29.75 per share) 144,200
Exercised ($6.75 to $31.00 per share) (64,552)
Cancelled ($24.75 to $31.00 per share) (3,800)
_________
Outstanding, June 30, 1996
($7.50 to $31.00 per share) 517,745
_________
Exercisable, June 30, 1996
($7.50 to $31.00 per share) 250,632
_________
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan which allows employees to
purchase shares of common stock of the Company at a 15% discount from market
value. Shares of stock reserved for the Plan were 129,451 at June 30, 1996.
Shares purchased under this plan aggregated 76,082; 77,006 and 85,391 in
1996, 1995 and 1994, respectively.
Shareholders Rights Plan
The Company has a Shareholders Rights Plan for which purchase rights have
been distributed as a dividend at the rate of one right for each share of
common stock held. The rights may be exercised only if an entity has acquired
beneficial ownership of 20% or more of the Company's common stock, or
announces an offer to acquire 30% or more of the Company.
Dispositions
In August, 1994, the Company sold its Standex International Engraving GmbH
subsidiary for net proceeds of $13.6 million as part of a formulated plan to
dispose, or otherwise align, certain businesses and product lines. In the
aggregate, these transactions resulted in a net gain of $5.4 million. The net
sales of the subsidiary and the other businesses and product lines were
approximately $12,100,000 in 1995. Net income for these businesses and
product lines were not material to the Company's consolidated net income.
Quarterly Results of Operations (Unaudited)
The unaudited quarterly results of operations for the years ended June 30,
1996 and 1995 are set forth on page 15.
Independent Auditors' Report
To the Board of Directors and Stockholders of Standex International
Corporation:
We have audited the accompanying consolidated balance sheets of Standex
International Corporation and subsidiaries as of June 30, 1996 and 1995, and
the related statements of consolidated income, stockholders' equity, and cash
flows for each of the years in the three year period ended June 30, 1996.
These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Standex International
Corporation and subsidiaries as of June 30, 1996 and 1995, and the results of
their operations and their cash flows for each of the years in the three year
period ended June 30, 1996 in conformity with generally accepted accounting
principles.
/s/Deloitte & Touche LLP
Boston, Massachusetts
August 19, 1996
Corporate Headquarters
Standex International Corporation
6 Manor Parkway
Salem, NH 03079
(603) 893-9701
Facsimile: (603) 893-7324
Common Stock
Listed on the New York Stock
Exchange (Ticker symbol:SXI)
Transfer Agent and Registrar:
Boston EquiServe
Box 644, Mail Stop 45-02-64,
Boston, MA 02102-0644
(617) 575-3400
Counsel
Hale and Dorr
60 State Street
Boston, MA 02109
Independent Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110
Shareholder Services
Stockholders should contact Standex's Transfer Agent (Boston EquiServe, Box
644, Mail Stop 45-02-64, Boston, MA 02102-0644) regarding changes in name,
address or ownership of stock; lost certificates or dividends; and
consolidation of accounts.
Form 10-K
Shareholders may obtain a copy of Standex's Form 10-K Annual Report, as filed
with the Securities and Exchange Commission by writing to: Standex Investor
Relations Department, 6 Manor Parkway, Salem, NH 03079
Stockholder Meeting
The Annual Meeting of Stockholders will be held at 11:00 AM on Tuesday,
October 29, 1996 at Bank Boston, Auditorium, Main Lobby, 100 Federal Street,
Boston, MA
BOARD OF DIRECTORS
Thomas L. King*
Chairman of the Board
Edward J. Trainor*
President and Chief Executive Officer
John Bolten, Jr. **
Consultant
William L. Brown*
Former Chairman of the Board of Bank of Boston Corporation and
The First National Bank of Boston
David R. Crichton
Executive Vice President/Operations
Samuel S. Dennis 3d * & **
Senior Partner, Hale and Dorr, Attorneys
Thomas H. DeWitt
Executive Vice President/Administration,
General Counsel
Walter F. Greeley
Chairman, High Street Associates
An Investment Partnership
Daniel B Hogan, Ph.D.
President, The Apollo Group
Management Consultants
C. Kevin Landry
Managing Partner, T.A. Associates
A Venture Capital Firm
H. Nicholas Muller, III, Ph.D.
President, CEO
Frank Lloyd Wright Foundation
Sol Sackel
Former Senior Vice President of the Company
Lindsay M. Sedwick
Senior Vice President/CFO
CORPORATE OFFICERS
Thomas L. King
Chairman of the Board
Edward J. Trainor
President and
Chief Executive Officer
David R. Crichton
Executive Vice President/Operations
Thomas H. DeWitt
Executive Vice President/Administration,
General Counsel
Lindsay M. Sedwick
Senior Vice President/CFO
Robert R. Kettinger
Corporate Controller
Richard H. Booth
Corporate Counsel, Secretary
Deborah A. Rosen
Senior Corporate Attorney,
Assistant Secretary
Mark R. Hampton
Assistant Treasurer/Europe
DIVISIONAL MANAGEMENT
Harry D. Goodwin
President
Crest Fruit Company
Jerry G. Griffin
President
Standex Commercial Products
John Hill
Chairman & Consultant
Standex Electronics
Anthony N. Johannsen
President
James Burn International
Fred Krein
President
Standex Institutional Products
Giorgio Mazza
President
Roehlen Industries/Europe
Martin D. Pallante
President
Roehlen Industries/North America
Paul J. Schornack
President
Standex Air Distribution Products
Eugene H. Wigginton
President
Standard Publishing
L. Kenneth Womelsdorf
President
Standex Precision Engineering
* Member of Executive Committee
** Founder of the Company
INDUSTRIAL PRODUCTS GROUP
Texturizing Systems
Pumps
Converting and finishing machinery
Power metal spinning
Reed switches and relays
Inductors, connectors, and custom electronic assemblies
Hydraulic cylinders
INSTITUTIONAL PRODUCTS GROUP
Food service equipment
Air distribution products
Casters and wheels
Chiropractic tables and physical therapy equipment
Industrial hardware
Restaurant china and candlelamps
GRAPHICS/MAIL ORDER
Education and religious publishing and distribution
Religious bookstores
Commercial printing
Binding systems, business forms, office supplies, and election materials
Mail order gift packages
<TABLE>
EXHIBIT 21
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUBSIDIARIES OF REGISTRANT
<CAPTION>
Information is set forth below concerning all operating subsidiaries of
the Company as of June 30, 1996 (except subsidiaries which, considered in the
aggregate do not constitute a significant subsidiary):
Percentage
Percentage of Voting
of Voting Stock
Stock Owned Owned by
Jurisdiction of by the Immediate
Name of Subsidiary Incorporation Company Parent
<S> <S> <C>
Crest Fruit Company............... Texas 100%
Custom Hoists, Inc. .............. Ohio 100%
James Burn International, Inc. ... New York 100%
Standex Financial Corp. .......... Delaware 100%
SXI Limited....................... Canada 100%
Keller-Dorian Graveurs, S.A. ..... France 100%
S. I. de Mexico S.A. de C.V. ..... Mexico 100%
Standex International FSC, Inc. .. Virgin Islands 100%
Standex International GmbH........ Germany 100%
Standex Holdings Limited.......... United Kingdom 100%
Standex International Limited... United Kingdom 100%
Roehlen Industries Pty.
<S> <S> <C> <C>
Limited....................... Australia 50% 50%
James Burn International
Limited....................... United Kingdom 100%
Standex Electronics (U.K.)
Limited....................... United Kingdom 100%
</TABLE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
Nos. 33-9108, C-206-16, 33-2-7706, 33-42954, 33-45054 and 33-58835 of
Standex International Corporation on Form S-8 of our reports dated
August 19, 1996, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Standex International Corporation for
the year ended June 30, 1996.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 17, 1996
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 16t day of September,
1996.
/s/ Daniel B. Hogan
____________________________
Daniel B. Hogan
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/ Samuel S. Dennis 3d
____________________________
Samuel S. Dennis 3d
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a director of Standex
International Corporation ("Standex"), hereby constitutes
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/ John Bolten, Jr.
____________________________
John Bolten, Jr.
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/ Thomas H. DeWitt
____________________________
Thomas H. DeWitt
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/ Walter F. Greeley
____________________________
Walter F. Greeley
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/ C. Kevin Landry
____________________________
C. Kevin Landry
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/ Thomas L. King
____________________________
Thomas L. King
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/ William L. Brown
____________________________
William L. Brown
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/ Sol Sackel
____________________________
Sol Sackel
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/ Lindsay M. Sedwick
____________________________
Lindsay M. Sedwick
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/ David R. Crichton
____________________________
David R. Crichton
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/ Edward J. Trainor
____________________________
Edward J. Trainor
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<PERIOD-END> JUN-30-1996
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<RECEIVABLES> 91,233
<ALLOWANCES> 2,666
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0
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