(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
September 18, 1998
To the Stockholders of Standex International Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders
of Standex International Corporation which will be held at BankBoston, N.A.,
100 Federal Street, Boston, Massachusetts on Tuesday, October 27, 1998 at
11:00 A.M.
Not standing for re-election as a director is Mr. Lindsay M. Sedwick,
former Senior Vice President/CFO of the Company, who retired from the
Company and the Board of Directors effective June 30, 1998. Mr. Thomas H.
DeWitt, a former director and Executive Vice President/Administration,
General Counsel also retired in December, 1997. Finally, Mr. William Brown,
who having attained his 73rd birthday since his last election, is retiring
from the Board under the Company's Board of Directors' Retirement Policy.
We are deeply grateful to these gentlemen for their many contributions to
the success of our company.
We hope that you will be able to attend the meeting. However, whether
or not you plan to attend in person, please complete, sign, date and return
the enclosed proxy card promptly to ensure that your shares will be
represented. If you do attend the meeting, you may vote your shares
personally.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement, which contain information about the formal business to be acted
on by the stockholders. The meeting will also feature a report on the
operations of your Company, followed by a question and discussion period.
Sincerely,
/s/ Edward J. Trainor
Edward J. Trainor
President/ CEO
(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Standex International
Corporation (the "Company") will be held at BankBoston, N.A., 100 Federal
Street, Boston, Massachusetts on Tuesday, October 27, 1998, at 11:00 A.M.
local time for the following purposes:
1. To fix the number of directors at fourteen and to elect three
directors to hold office for three-year terms ending on the date
of the Annual Meeting of Stockholders in 2001;
2. To approve the adoption of a 1998 Long Term Incentive Plan
covering 800,000 shares;
3. To approve an amendment to the Company's Restated Certificate of
Incorporation increasing the Common Stock authorized for issuance
to 60,000,000 shares;
4. To approve the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending June 30, 1999;
and
5. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 9, 1998
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 18, 1998
Salem, New Hampshire
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SO CHOOSE,
YOU MAY VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
STANDEX INTERNATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 27, 1998
This Proxy Statement is being furnished on or about September 18, 1998
in connection with the solicitation of proxies by the Board of Directors of
Standex International Corporation (the "Company") for use at the Annual
Meeting of Stockholders to be held on Tuesday, October 27, 1998. All proxies
will be voted in accordance with the instructions contained therein and, if
no choice is specified, will be voted for the election of each of the
individuals nominated by the Board of Directors and in favor of the other
proposals set forth in the Notice of Meeting.
The election of Directors will require the affirmative vote of a
plurality of the shares of Common Stock voting in person or by proxy at the
Annual Meeting. The approval of the 1998 Long Term Incentive Plan of the
Company, the increase in the authorized Common Stock to 60,000,000 shares
and the ratification of the appointment of Deloitte & Touche LLP as
independent auditors will require the affirmative vote of a majority of the
shares of Common Stock of the Company voting on the proposal in person or by
proxy at the Annual Meeting. Stockholders may vote in favor of all nominees
for Director or withhold their votes as to all nominees or withhold their
votes as to specific nominees. With respect to the approval of the 1998 Long
Term Incentive Plan, the increase in the authorized Common Stock to
60,000,000 shares and the ratification of the appointment of Deloitte &
Touche LLP as independent auditors, stockholders should specify their
choices on the enclosed form of proxy.
Shares which abstain from voting as to a particular matter, and shares
held in "street name" by brokers or nominees who indicate on their proxies
that they do not have discretionary authority to vote such shares as to a
particular matter, will not be counted as votes in favor of such matter, and
will also not be counted as shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a
matter that requires the affirmative vote of a certain percentage of the
shares voting on a matter.
Any proxy may be revoked at any time before it is exercised by
delivery of written notice to the Secretary of the Company or by executing a
subsequent proxy.
The Board of Directors has fixed September 9, 1998 as the record date
for the determination of stockholders entitled to vote at the Annual
Meeting. At the record date, there were outstanding and entitled to vote
13,042,305 shares of the Common Stock of the Company. Each share is entitled
to one vote.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors and officers,
without additional remuneration, may solicit proxies in person and by
telecommunications. Brokers, custodians and fiduciaries will be requested to
forward proxy soliciting materials to the owners of stock held in their
names and the Company will reimburse them for their out-of-pocket expenses
in this regard.
To assure the presence in person or by proxy of the necessary quorum
for holding the meeting, the Company has employed the firm of Morrow & Co.,
Inc. to assist in soliciting proxies by mail, telephone, facsimile and
personal interview for a fee estimated at approximately $5,000 plus
disbursements.
PROPOSAL 1 - ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to fix the number of
directors at fourteen and to elect as directors Messrs. Thomas L. King,
Edward F. Paquette and Sol Sackel identified below as nominees, for three-
year terms expiring in 2001 unless authority to vote for the election of
directors is withheld by marking the proxy to that effect. No proxy can be
voted for a greater number of persons than the three nominees named below.
In the event that any nominee for election should become unavailable,
the person acting under the proxy may vote for the election of a substitute.
Management has no reason to believe that any nominee will become
unavailable.
Information about each director and nominee for director at July 31,
1998 follows:
<TABLE>
<CAPTION>
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 2001 Certain Other Directorships
---------------------- ----------------------------
<S> <S>
Thomas L. King* Chairman of the Board of the Company since January 1992;
Director Since 1970 President of the Company from August 1984 to July 1994;
Age 68 Chief Executive Officer of the Company from July 1985 to June
1995.
Edward F. Paquette Vice President/CFO of the Company since July 1998; Assistant
Age 62 to the President/CEO of the Company from September 1997
to June 1998 and prior thereto Partner of Deloitte & Touche LLP.
Sol Sackel Former Senior Vice President of the Company.
Director Since 1983
Age 74
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 1999 Certain Other Directorships
--------------------- ----------------------------
<S> <S>
John Bolten, Jr. + Consultant to the Company.
Director Since 1955
Age 78
David R. Crichton Executive Vice President/Operations of the Company since
Director Since 1992 June 1989.
Age 60
Samuel S. Dennis 3d *+ Of Counsel, Hale & Dorr (Attorneys) Boston, MA from
Director Since 1955 January 1996 to December 1996; Senior Partner, Hale & Dorr
Age 88 from 1952 through 1995; Former Vice President of the Company.
Daniel B. Hogan, Ph.D. President, The Apollo Group (Management Consultants) since
Director Since 1983 1991. Associate, Department of Psychology, Harvard University
Age 55 since 1996.
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2000 Certain Other Directorships
--------------------- ----------------------------
<S> <S>
William R. Fenoglio President and CEO of Augat, Inc. from 1994 through 1996;
Director Since 1997 President and CEO of Barnes Group, Inc. from 1991 through
Age 59 1994.
Director of Southern New England Telecommunications, Inc. and
IPG, Inc.
Walter F. Greeley Chairman, High Street Associates, Inc. (a management and
Director Since 1989 acquisition group) since 1988.
Age 67
C. Kevin Landry Managing Director and CEO, TA Associates, Inc. (a private
Director Since 1975 equity firm), Boston, MA since January 1994 and prior
Age 54 thereto Managing Partner of TA Associates.
H. Nicholas Muller, III, Ph.D. President and CEO of The Frank Lloyd Wright Foundation since
Director Since 1984 May 1996 and prior thereto Director of the State Historical
Age 59 Society of Wisconsin.
Edward J. Trainor* Chief Executive Officer of the Company since July 1995;
Director Since 1994 President of the Company since July 1994; Chief Operating
Age 58 Officer of the Company from July 1994 to June 1995; President of
the Standex Institutional Products Division of the Company from
February 1987 to July 1994; Vice President of the Company from
August 1992 to July 1994.
- --------------------
<F1> + Founder of the Company.
<F2> * Member of the Executive Committee of the Board of Directors.
</TABLE>
STOCK OWNERSHIP IN THE COMPANY
Stock Ownership by Directors, Nominees for Director and Executive Officers
The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of July 31, 1998 of each
director, each nominee for director, each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Beneficial Ownership(1)
----------------------------
Percent of
No. of Outstanding
Name Shares Common Stock
---- ------ ------------
<S> <C> <C>
John Bolten, Jr. 254,492(3) 1.9
William L. Brown 1,360 **
David R. Crichton 15,134(2) **
Samuel S. Dennis 3d 399,313(4) 3.1
Thomas H. DeWitt 12,875(5) **
William R. Fenoglio 500 **
Walter F. Greeley 2,500 **
Daniel B. Hogan, Ph.D. 4,560(6) **
Thomas L. King 152,716 1.2
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 4,130 **
Edward F. Paquette 6,767(2) **
Deborah A. Rosen 5,793(2) **
Sol Sackel 10,416 **
Lindsay M. Sedwick 2,908(2) **
Edward J. Trainor 117,650(2) **
All Directors and Executive Officers 1,003,991 7.7
as a Group (17 Persons)
- --------------------
<F**> Less than 1% of outstanding Common Stock.
<F1> As used herein, "beneficial ownership" means the sole or shared power
to vote, and/or the sole or shared investment power with respect to
shares of Common Stock. The directors have sole voting and investment
power with respect to the shares shown as beneficially owned by them
except for 65 shares for Mr. Crichton, 5,475 shares for Mr. DeWitt,
500 shares for Mr. Fenoglio, 1,200 shares for Mr. Greeley, 4,000
shares for Mr. Landry, 217 shares for Mr. Paquette, 10,416 shares for
Mr. Sackel and 19,740 shares for Mr. Trainor, which are jointly held
with their respective spouses. The shares owned by spouses or minor
children of certain directors have not been included because the
respective directors have disclaimed beneficial interest in the
shares. These shareholdings are: Mrs. Dennis (60,665), Mr. Hogan's
children (6,000), Mrs. Landry and their children (104,269), and Mrs.
Sackel (2,000).
<F2> The numbers listed include estimates of the shares held in the Standex
Employees' Stock Ownership Plan at June 30, 1998, which are vested to
the accounts of Messrs. Crichton, Sedwick, Trainor, and Ms. Rosen.
These individuals have voting power over the shares allocated to them
in this plan. In the event of a tender or exchange offer for the
Common Stock of the Company, these individuals (along with all other
participants) will determine, on a confidential basis, whether the
Common Stock held in their accounts should be tendered or exchanged.
The numbers also include the following shares which are capable of
being purchased by exercise of stock options within 60 days of
July 31, 1998: Mr. Trainor (94,800), Mr. Crichton (2,800), Mr.
Paquette (6,550), and Ms. Rosen (1,667).
<F3> The number listed includes 28,710 shares held in a trust of which
Messrs. Bolten, Jr., Hogan and Dennis are trustees. To avoid
duplication, these shares have only been shown as beneficially owned
by Mr. Bolten, Jr.
<F4> The number listed includes 15,000 shares held in trusts as to which
Mr. Dennis is sole trustee and 243,382 shares as to which he is co-
trustee. The latter number includes a trust holding 62,188 shares
wherein Mr. Dennis is a co-trustee with Messrs. Bolten, Jr. and Hogan.
To avoid duplication, these shares have only been shown as
beneficially owned by Mr. Dennis. Mr. Bolten, Jr. is also a co-trustee
with Mr. Dennis of a trust holding 125,738 shares. However, in order
to avoid duplication, these shares have only been shown as
beneficially owned by Mr. Dennis.
<F5> The number listed includes 6,000 shares held in a trust as to which
Mr. DeWitt is a co-trustee.
<F6> The number listed includes 2,014 shares held in two trusts as to which
Mr. Hogan is a beneficiary.
</TABLE>
--------------------
Stock Ownership of Certain Beneficial Owners
The table below sets forth each stockholder who, based on public
filings, is known to the Company to be the beneficial owner of more than 5%
of the Common Stock of the Company as of July 31, 1998.
<TABLE>
<CAPTION>
Beneficial Ownership
----------------------------
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
------------------- ------ ------------
<S> <C> <C>
State Street Bank and Trust Company, as Trustee of 1,310,119(1) 10.0
the Standex International Corporation Employees'
Stock Ownership Trust,
225 Franklin Street, Boston, MA
- --------------------
<F1> This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
</TABLE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
on the Company's Common Stock as of the end of each of the last five fiscal
years with the cumulative total stockholder return on the Standard & Poor's
Manufacturing (Diversified Industry) Index and on the Russell 2000 Index,
assuming an investment of $100 in each at their closing prices on June 30,
1993 and the reinvestment of all dividends.
<TABLE>
<CAPTION>
Standex S & P
Measurement Period International Russell Manufacturing
Fiscal Year Covered Corporation 2000 (Div. Ind.)
----------------------- ------------- ------- -------------
<S> <C> <C> <C>
Measurement Pt.-6/30/93 $100 $100 $100
FYE 6/30/94 $129 $104 $112
FYE 6/30/95 $158 $125 $148
FYE 6/30/96 $147 $155 $188
FYE 6/30/97 $158 $181 $280
FYE 6/30/98 $160 $214 $302
<CAPTION>
Standex International S & P
Corporation Russell 2000 Manufacturing (Div Ind)
--------------------- ------------ -----------------------
<C> <C> <C>
302 214 160
</TABLE>
REPORT OF THE
SALARY AND EMPLOYEE BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is founded on the same
principles that guide the Company in establishing compensation programs at
all levels of the organization. The overall objective is to attract, retain
and motivate highly qualified individuals for all positions within the
Company.
Policies
Consistent with this objective, all compensation programs, including
those for executives, adhere to the following policies:
* Compensation is based on the level of job responsibility, the
individual's level of performance and Company or unit performance.
* Compensation takes into account the value of the job in the
marketplace. The Company strives to be competitive with the pay of
employers of a similar size and stature who compete with the
Company for talent.
* Equity ownership is encouraged at all levels of the Company to
align more closely the interests of employees with those of the
stockholders. Through its Employee Stock Purchase Plan, the
Company offers the opportunity for equity ownership to all
employees at U. S. locations. In addition, the Company provides
key management employees worldwide the opportunity to build
significant equity ownership through the stock option program.
Consistent with these policies, the compensation of executive officers
is closely related to Company performance and, in addition to base salary,
is comprised of bonuses and stock options. Awards are no longer being made
under the PIPS program described below, as that program is being phased out.
Bonus
Cash bonus awards are made each year to more than 900 employees of the
Company in order to motivate them and reward their contribution toward the
financial performance of the Company in the immediately preceding fiscal
year.
As part of this program, bonus awards are considered each year for the
Divisional management group as well as the executive officers of the
Company. The maximum amount which may be awarded to top Divisional
management is determined by the Salary and Employee Benefits Committee (the
"Committee") on the basis of the Company's overall performance (principally
net income and earnings per share) in the preceding fiscal year.
Specific bonus awards to top Divisional managers are based principally
on the net income of the Division measured against its historical
performance and its performance relative to the other Divisions that year.
Bonus awards to corporate executive officers are based principally on the
net income and earnings per share of the Company in the preceding year as
well as individual performance.
PIPS Plan
The Company's PIPS Plan has in the past included a broad group of
approximately 275 management employees (including executive officers). Its
object was to try to increase the earnings per share of the Company on a
long-term basis. Sustained increases in the Company's earnings per share
presumably, under normal market conditions, would lead to higher prices for
the Company's Common Stock. Payments under the PIPS Plan are made only when
increases in earnings per share have been achieved over the preceding five
year period. Since the inception of this program, there have been several
years when no payments were made.
The Board of Directors decided in April 1996 that no further grants
will be made under the PIPS Plan. However, outstanding grants will be
honored and payments will be made as these outstanding PIPS shares mature
through the year 2000.
Stock Options
The Company believes that significant stock ownership by the executive
officers of the Corporation is a major incentive in building stockholder
value. Stock options are intended to encourage such stock ownership and to
directly align the interests of executive officers with those of the
stockholders.
Under the 1994 Stock Option Plan executive officers are eligible to
receive occasional grants of incentive stock options and/or non-qualified
stock options. Incentive stock options are granted at the fair market value
of the underlying Common Stock at the date of grant and are exercisable
either six months from the date of grant or over a period of years fixed by
the Committee. Non-qualified stock options may be granted either at or below
fair market value on the date of grant and generally vest in installments
over a period of years. This vesting feature of some of the incentive stock
options and all of the non-qualified options has the effect of encouraging
long-term commitment to the Company and its goals.
The Committee determines the amount of all grants to executive
officers, the term of the options and the vesting period. The size of option
grants to executive officers is based on the officer's level of
responsibility at the time of grant.
Fiscal 1998 Compensation of the Chief Executive Officer
Effective October 1, 1997, the base salary of Mr. Trainor, the Chief
Executive Officer, was increased from $550,000 to $600,000 per year. This
increase was intended to reflect the excellent performance of Mr. Trainor
during the fiscal year ended June 30, 1997, his second year in his role as
President and Chief Executive Officer. This increase keeps his salary in
line with that of other chief executives of companies the size and
complexity of Standex.
In fiscal 1997, most measures of the Company's performance declined
from 1996, which was the second best year in the Company's history. Sales
were up .4%, net income decreased by 12% and earnings per share were down
9.5%. The total return to stockholders was 7.9% for the fiscal year. In the
light of the benefit to stockholders and Mr. Trainor's success in performing
the difficult job of running such a diverse and complicated company by
successfully meeting the personal goals and the operational goals he
established for himself with this Committee for the year, the Committee
recommended, and the Board approved, a bonus award to Mr. Trainor for fiscal
1997 of $150,000.
Salary and Benefits Committee
Walter F. Greeley, Chairman
William L. Brown
Samuel S. Dennis 3d
Daniel B. Hogan
Compensation Committee Interlocks and Insider Participation
Mr. Dennis was Vice President of the Company from November 1957
through June 1989. In addition, the Company utilizes the services of the law
firm of Hale & Dorr, to which Mr. Dennis was Of Counsel until December 1996.
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 1998, 1997
and 1996, the cash compensation as well as certain other compensation, paid
to the named executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------
Annual Compensation Awards Payouts
------------------------------- ------ -------
Securities
Name and Fiscal Underlying LTIP All Other
Principal Position Year Salary($) Bonus($) Options(#) Payouts($)(2) Compensation(3)
------------------ ------ --------- -------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. King 1998 $516,667 $ -0- $ 72,380 $ 770,378(5)
Chairman of the Board 1997 $516,667 $ -0- $120,640 $ 757,858(7)
1996 $516,667 $200,000 $134,680 $1,385,765(8)
Edward J. Trainor 1998 $587,500 $150,000 $ 29,260 $ 8,217(6)
President/CEO 1997 $520,000 $125,000 $ 39,440 $ 3,198
1996 $430,000 $125,000 15,000 $ 46,620 $ 3,102
David R. Crichton 1998 $318,750 $ 60,000 $ 26,180 $ 11,513(6)
Executive Vice President/ 1997 $262,500 $ 55,000 $ 48,720 $ 5,696(6)
Operations 1996 $251,250 $ 65,000 10,000 $ 54,390 $ 5,511(6)
Lindsay M. Sedwick(1) 1998 $275,277 $ 92,000 $ 26,180 $ 7,071(6)
Senior Vice President of 1997 $257,500 $ 55,000 $ 46,400 $ 3,198
Finance/CFO 1996 $231,667 $ 55,000 $ 41,440 $ 3,102
Mr. Edward F. Paquette(1) 1998 $187,500 $ -0- $ -0- $ -0-
Assistant to the President
Deborah A. Rosen(4) 1998 $152,500 $ 23,500 4,000 $ 7,700 $ 6,696(6)
Secretary
- --------------------
<F1> Mr. Sedwick retired from the Company on June 30, 1998 and Mr. Paquette
was elected Vice President/CFO effective July 1, 1998.
<F2> LTIP Payouts reflect payments received by the named executive officers
pursuant to the Company's profit improvement plan. This plan was
terminated with regard to future grants in fiscal year 1996. The
outstanding grants mature over five years from date of grant, vesting
one third per year in the last three years of the five year term. At
maturity, the increase, if any, in the earnings per share of the
Company over the base year is accorded a price/earnings ratio of 10
and is paid to the participant in cash. There is no maximum payout.
<F3> All other compensation includes contributions made by the Company to
the Standex Employees' Stock Ownership Plan, a defined contribution
plan. Estimates of the aggregate amounts contributed to this plan
during fiscal 1998 were $4,217 for each of the named executive
officers (excluding Mr. King and Mr. Paquette), fiscal 1997 were
$3,198 for Messrs. Trainor, Crichton and Sedwick and during fiscal
1996 were $3,102 for Messrs. Trainor, Crichton and Sedwick.
<F4> Ms. Rosen was elected Secretary of the Company in October, 1997.
<F5> This amount reflects the payments made during fiscal 1998 on two ten-
year temporary life annuities consisting of $248,730 received pursuant
to the Executive Security Program and $399,680 received pursuant to
the Supplemental Retirement Plan of the Company. Also included in this
column is the amount of $121,968 received pursuant to the Retirement
Plan of the Company.
<F6> This amount includes the dollar value of term life insurance premiums
paid by the Company for Mr. Crichton-$3,296 in 1998; $2,498 in 1997;
and $2,409 in 1996. Also included are contributions to the Company's
401(k) Plan as follows: Mr. Trainor, $4,000; Mr. Sedwick, $3,557; Mr.
Crichton, $4,000; and Ms. Rosen, $2,479.
<F7> This column reflects the payments made during fiscal 1997 on two ten-
year temporary life annuities consisting of $248,730 received pursuant
to the Executive Security Program and $387,160 received pursuant to
the Supplemental Retirement Plan of the Company. Also included in this
column is the amount of $121,968 received pursuant to the Retirement
Plan of the Company.
<F8> This amount includes the following retirement benefits: $627,907
received as a one-time cash distribution pursuant to the Employees'
Stock Ownership Plan of the Company; two ten-year temporary life
annuities consisting of $248,730 received pursuant to the Executive
Security Program and $387,160 received pursuant to the Supplemental
Retirement Plan of the Company; and $121,968 received pursuant to the
Retirement Plan of the Company. Upon retirement Mr. King was no longer
a participant in the Company's bonus program.
</TABLE>
--------------------
Stock Options
The following table provides information on stock options granted to
the named executives in fiscal 1998.
STOCK OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
Number of
Securities % of Total Grant Date
Underlying Options Granted Exercise or Market Price Present
Options to Employees Base Price on Date Expiration Value
Name Granted(#) in Fiscal Year ($/Sh) of Grant Date ($)(3)
---- ---------- --------------- ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. King -0- - - - -0-
Edward J. Trainor -0- - - - -0-
David R. Crichton 15,000(1) 7.46% $28.375 1/28/08 $127,354
Lindsay M. Sedwick -0- - - - -0-
Edward F. Paquette 15,000(1) 7.46% $27.19 $32.19 9/3/07 $ 84,953
3,100(2) 1.74% $32.19 9/3/02 $ 21,538
3,500(2) 1.54% $28.37 1/28/08 $ 22,958
Deborah A. Rosen 4,000(1) 1.99% $28.375 1/28/08 $ 33,962
- --------------------
<F1> These grants are exercisable in three equal installments commencing
one year from the respective dates of grant. In order to exercise the
options, the employees must be employed by the Company or the exercise
must be within three months of termination of employment, unless such
termination is due to death or disability.
<F2> These grants are exercisable in two equal installments commencing one
year from the respective dates of grant. In order to exercise the
options Mr. Paquette must be employed by the Company or the exercise
must be within three months of termination of employment, unless such
termination is due to death or disability.
<F3> In accordance with Securities and Exchange Commission Rules, the
Black-Scholes option pricing model was chosen to estimate the grant
date present value of the options granted. Assumptions used to
calculate Grant Date Present Value of the options granted to Mr.
Crichton and to Ms. Rosen during the fiscal year were: expected
volatility-.229; risk free rate of return-5.74%; dividend yield-2.68%;
and time of exercise-9 years. The assumptions used to calculate the
Grant Date Present Value for Mr. Paquette's options were as follows:
for the 15,000 share option: expected volatility-.172; risk free rate
of return-6.40%; dividend yield-2.79%; and time of exercise-9 years;
for the 3,100 share option: expected volatility-.172; risk free rate
of return-6.21%; dividend yield-2.36% and time of exercise-5 years;
and for the 3,500 share option: expected volatility-.229; risk free
rate of return-5.63%; dividend yield-2.68% and time of exercise-5
years. The valuation model was not adjusted for non-transferability,
risk of forfeiture or the vesting restrictions in the option. The
Company does not believe that the Black-Scholes model used or any
other model, whether or not modified, can accurately determine the
future value of an option because such values depend on future
unpredictable factors. The future values realized may vary
significantly from the values estimated by the Black-Scholes model or
any other model. Any future values realized will ultimately depend
upon the excess of the market price of the stock over the grant price
on the date the option is exercised.
</TABLE>
--------------------
The following table provides information on stock options exercised
during fiscal 1998 and options outstanding on June 30, 1998.
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
At Fiscal Year End Fiscal Year End($)(2)
Shares Acquired Value ------------------------------ ----------------------------
Name On Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. King -0- -0- -0- -0- -0- -0-
Edward J. Trainor 12,000 $177,250 74,800 48,200 $515,650 $274,225
David R. Crichton 2,000 $ 3,625 2,800 20,200 $ 4,900 $ 27,850
Lindsay M. Sedwick 6,400 $ 97,200 -0- 1,600 -0- $ 21,800
Edward F. Paquette -0- -0- -0- 21,600 -0- $ 40,937
Deborah A. Rosen -0- -0- 1,667 7,333 $ 2,708 $ 10,416
- --------------------
<F1> Value Realized equals the fair market value of underlying securities
at time of exercise, minus the exercise price, multiplied by the
number of shares acquired without deducting for taxes paid by the
employee.
<F2> Calculated based on June 30, 1998 market price of $29.625 less the
price to be paid upon exercise.
</TABLE>
Pension Plan Table
The following table shows the estimated annual benefits payable upon
retirement for the named executive officers in the Summary Compensation
Table and years of service classifications indicated under the Company's
pension plan:
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------
Average Compensation 10 20 25 30
-------------------- -- -- -- --
<S> <C> <C> <C> <C>
200,000 27,000 54,000 67,500 81,000
300,000 40,500 81,000 101,250 121,500
400,000 54,000 108,000 135,000 162,000
500,000 67,500 135,000 168,750 202,500
600,000 81,000 162,000 202,500 243,000
700,000 94,500 189,000 236,250 283,500
800,000 108,000 216,000 270,000 324,000
900,000 121,500 243,000 303,750 364,500
1,000,000 135,000 270,000 337,500 405,000
</TABLE>
Pensions are computed on a straight-life annuity basis and are not
reduced for Social Security or other offset amounts. Participants receive a
pension based upon average compensation in the three highest consecutive
calendar years multiplied by the number of years of service, times 1.35%.
Effective December 31, 1997, and subject to IRS approval, accrual rates
under the Company's qualified retierment plan for certain named executives
in the Summary Compensation Table are as follows: Mr. Trainor 3.85%; Mr.
Crichton 2.35% and Ms. Rosen 2.35%. In addition, participants who were ever
employed by the Company in the position of Corporate Vice President, Senior
Vice President, Executive Vice President, General Counsel or Group Vice
President will receive an accrual rate of 2.35% and Division Presidents will
receive an accrual rate of 1.60%. Average annual compensation is determined
by adding the three highest consecutive years' earnings and dividing by
three.
The Internal Revenue Code of 1986, as amended, limits the benefits
which may be paid from a tax-qualified retirement plan. As permitted by the
Employee Retirement Income Security Act of 1974, the Company has a non-
qualified Supplemental Retirement Plan to provide for the full payment of
the above pensions to the extent the pension amounts exceed tax-qualified
limits. The pension amounts that exceed tax-qualified limits are accounted
for by the Company as an operating expense and are accrued over the expected
working career of the employee.
The compensation covered by the pension benefit is based on the
combined amounts set forth under the headings "Salary" (on a calendar year
basis), "Bonus" and "LTIP Payouts" of the Summary Compensation Table. The
years of credited service as of June 30, 1998 for the executive officers
named on the Summary Compensation Table are as follows: Edward J. Trainor-14
years; David R. Crichton-26 years, Lindsay M. Sedwick-27 years and Deborah
A. Rosen-12 years. Mr. Paquette does not participate in the Company Pension
Plan. Mr. King retired with 32 years of service in fiscal 1996.
Employment Agreements and Change in Control Arrangements
Messrs. King, Trainor, Crichton, Sedwick and Paquette each have
employment agreements with the Company which provided for full-time
employment until June 30, 1995 for Mr. King and which provided for full-time
employment until January 31, 1996 for Messrs. Trainor, Crichton and Sedwick
respectively and full-time employment until August 31, 2001 for Mr.
Paquette. Messrs. Trainor, Crichton and Sedwick's employment agreements
automatically renew for two consecutive three year terms unless notice of
termination is given one year prior to the end of the then current term. The
agreements provide for the payment of minimum annual compensation of
$400,000 for Mr. King, $200,000 for Mr. Trainor, $210,000 for Mr. Crichton,
$175,000 for Mr. Sedwick and $225,000 for Mr. Paquette. Mr. Sedwick retired
from employment with the Company on June 30, 1998. Since expiration of his
full-time employment on June 30, 1995, Mr. King has acted in a consulting
capacity and, pursuant to his agreement, acted as a consultant through June
30, 1998, at which time his consulting services ended, at a compensation
level equal to $516,667 per year. Pension and other deferred benefits to
which Mr. King is entitled are being paid in addition to the above amount.
Their respective agreements prohibit Messrs. King, Trainor, Crichton,
Sedwick and Paquette from competing with the present or future business of
the Company for two years subsequent to the termination of their respective
employments. Mr. Trainor presently receives base compensation under his
agreement at an annual rate of $600,000, Mr. Crichton receives $350,000 and
Mr. Paquette receives $250,000.
Mr. King's employment agreement contains an additional provision
permitting him to participate for the remainder of his life in any medical,
hospitalization or other health plan of the Company provided Mr. King pays
all premiums attributable to such coverage.
The named executives' respective employment agreements contain
provisions that protect the executives from termination of employment in the
event of a hostile change in control as defined in their employment
agreements. These provisions require, in the event of termination, payment
of three times the respective executive's then current, annual base salary
and bonus, except for Mr. Paquette who would receive one times his then
current, annual base salary and bonus, 100% vesting in all benefit plans in
which the executive participates and three additional years of benefit
service credited to the executive under the Company's retirement plans
except for Mr. Paquette. Additionally, all life and medical insurance plans
would be continued for three years for each terminated executive other than
Mr. Paquette who would receive continued life insurance and medical plan
benefits for a one-year period. Finally, Mr. Paquette would become 100%
vested in all options granted pursuant to his employment agreement.
OTHER INFORMATION CONCERNING THE COMPANY
Board of Directors and Its Committees
Six meetings of the Board of Directors were held during the fiscal
year ended June 30, 1998. Each director of the Company attended at least 75%
of the meetings held during the year by the Board and all committees on
which the director served with the exception of Mr. Bolten, Jr. and Mr.
Dennis who attended 50% and 63% of the meetings, respectively.
The Board has a Salary and Employee Benefits Committee consisting of
Messrs. Greeley (Chairman), Brown, Dennis and Hogan. During fiscal 1998, the
Committee held two meetings. The Committee makes recommendations to the
Board on the compensation of the top management of the Company and reviews
the compensation of top divisional management of the Company. Between
meetings of the Board of Directors, the Committee exercises the powers of
the Board pertaining to the Employee Stock Purchase Plan and the 1994 Stock
Option Plan.
Messrs. Brown (Chairman), Greeley and Landry serve on the Company's
Audit Committee. During fiscal 1998, the Committee met on two occasions. The
Audit Committee reviews, both prior to and after the audit, the Company's
financial reporting function, the scope and results of the audit performed
(or to be performed) by the independent auditors of the Company and the
adequacy of the Company's internal controls and reports thereon to the Board
of Directors.
During the fiscal year, the Nominating Committee of the Board
consisted of Messrs. Dennis (Chairman), Brown and King. The function of the
Committee is to consider and recommend to the Board nominees for election as
directors of the Company. The Committee will consider nominees recommended
by stockholders. Although no formal procedure has been established,
stockholders may submit recommendations to the Secretary of the Company, 6
Manor Parkway, Salem, New Hampshire 03079 at the time set forth for
submitting shareholder proposals generally.
During fiscal 1998, the Company paid certain non-employee directors
$19,000 as a retainer plus $1,000 for each Board meeting attended. Each
director also received $750 for each Committee meeting attended.
Additionally, non-employee directors serving as Committee chairmen were paid
$1,000 for serving in that capacity for the fiscal year.
Indebtedness of Management
The Company has a Stock Option Loan Plan pursuant to which it has made
loans to employees to enable them to exercise stock options. Loans under
this plan are made at market interest rates at the time the loan is
extended. The loans must be repaid within ten years. Regular quarterly
payments are made which reduce the outstanding indebtedness. The Company
holds as collateral all stock received on the exercise of options under this
plan.
The largest amount of indebtedness outstanding under this plan as to
certain directors and officers of the Company at any time since the
beginning of the last fiscal year, as well as the amount outstanding as of
July 31, 1998, are as follows:
<TABLE>
<CAPTION>
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 1997 July 31, 1998
---------- ------------ -------------
<S> <C> <C>
Edward J. Trainor $87,633 $77,264
David R. Crichton $55,750 $55,750
</TABLE>
PROPOSAL 2-1998 LONG TERM INCENTIVE PLAN
The Standex International Corporation 1998 Long Term Incentive Plan
(the "Plan") is intended to succeed the Company's 1994 Stock Option Plan
(the "1994 Plan"). Under the 1994 Plan, 342,826 shares have been granted in
the form of stock options leaving 45,270 shares remaining for issuance which
is an insufficient number of shares to support the Company's incentive
compensation program. The Plan will allow the Company the flexibility to
grant various forms of long term incentives and will replace the 1994 Plan.
The Plan was adopted by the Board of Directors on July 29, 1998 and
will commence upon the approval of the stockholders. The purpose of the Plan
is to attract, compensate and retain officers, outside directors and key
employees of the Company and to align the financial interests of these key
employees with the stockholders of the Company. The Board believes that
employees and directors who acquire a proprietary interest in the Company
through the acquisition of stock will be more highly motivated to advance
the interests of the Company. Further, the Board believes that over the
years the Company's stock option plans have benefited stockholders by
allowing the Company to attract, retain and motivate its key employees.
There are approximately 100 employees who will be eligible to participate in
the Plan. The complete Plan as submitted for approval is set forth in Annex
A and the following description is subject in all respects to the actual
provisions of the Plan.
Description of Material Features of the Plan
General. The purpose of the Plan, in addition to attracting and
retaining key management employees and outside directors, is to increase
stockholder value by providing compensatory incentives to certain key
employees and directors to motivate them to apply their best efforts towards
improving the performance of the Company.
Stock Subject to the Plan. The stock offered under the Plan consists
of shares of the Common Stock of the Company, par value $1.50 per share, and
may include authorized but unissued shares or treasury shares. The number of
shares of Common Stock which may be issued under the Plan may not exceed
800,000 shares. At July 31, 1998, the market value of the Common Stock was
$28.00. The maximum number of shares of Common Stock issuable in the form of
Non-Statutory Stock Options or Incentive Stock Options to any individual
employee is 25% of all options eligible to be granted in any 12-month
period. The maximum number of shares of Common Stock issuable in the form of
Stock Awards to any individual employee is 50,000 shares of Common Stock in
any 12-month period. The maximum number of shares issuable in the form of
Stock Awards under the Plan may not exceed 300,000 shares of Common Stock.
Administration and Eligibility. The Plan will be administered by the
Salary and Employee Benefits Committee of the Board of Directors of the
Company (the "Committee") which shall consist of two or more non-employee,
disinterested directors (as that term is defined in Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act") or any
similar rule that may subsequently be in effect) designated by the Board of
Directors. The Company presently intends for each of these directors to be
an "outside director" within the meaning of Section 162(m)(4)(C)(i) of the
Internal Revenue Code of 1986, as amended (the "Code") and the regulations
promulgated thereunder.
The Committee is authorized, from time to time, to grant non-statutory
stock options, incentive stock options, stock awards and performance awards
(collectively referred to as "Awards") under the Plan to the Plan
participants, as the Committee in its discretion, selects. The Company
cannot at this time identify the persons to whom awards will be granted, or
would have been granted if the Plan had been in effect during 1997, nor can
the Company state the form or value of any such awards due to the variety of
awards available under the Plan in comparison with the 1994 Plan of the
Company.
The Committee shall determine the terms of the Awards including, but
not limited to, the type, number, vesting requirements and other features
and conditions of such Awards. The Committee shall also interpret the Plan
and adopt rules and guidelines as it deems appropriate to implement the
Plan.
Types of Awards/Award Agreements. Each Award shall be evidenced by a
written agreement containing such provisions and conditions as may be
designated by the Committee in accordance with the Plan. Each agreement
shall contain the type of Award granted, the exercise price of any option,
the number of shares subject to the Award, the expiration date of the Award,
the vesting schedule, and any restrictions or conditions placed upon the
Award or the shares which may be issued upon exercise of such Award.
Pursuant to the Plan the following Awards may be granted:
1. Stock Options. Pursuant to the Plan, the Committee may grant non-
statutory stock options to eligible participants and incentive stock options
to eligible employees to purchase shares of Common Stock from the Company.
No non-statutory stock option or incentive stock option may be granted with
a purchase price less than the fair market value of the shares subject to
the option on the date of grant. The term of the stock options may not be
more than ten years from the date of grant. No incentive stock option may be
transferred by other than will or the laws of descent and distribution. No
participant may receive, in any twelve month period, stock options which in
the aggregate represent more than 25% of all options eligible to be granted
under the Plan. Payment of the option price shall be in such form and manner
as approved by the Committee including, but not limited to, payment in the
form of cash, stock or other Awards having a fair market value on the
exercise date equal to the exercise price.
2. Stock Awards. The Committee may make stock awards consisting of the
granting of some number of shares of Common Stock to an employee, without
payment, subject to a vesting schedule established by the Committee and
terms and conditions which must be satisfied prior to vesting of any
installment or portion of the stock award, including, but not limited to
achievement of specific business objectives, attainment of growth rates,
attainment of profit and/or other performance objectives for the Company or
one of its operating units or groups to be achieved by the end of a
specified period or other measurement of performance. Stock awards may not
be transferred other than by will or the laws of descent and distribution.
No participant shall be entitled to receive more than 50,000 shares of
Common Stock covered by a stock award in any 12 month period. Additionally,
the maximum number of shares which may be granted under the Plan in the form
of stock awards is 300,000 shares.
3. Performance Awards. Performance awards, consisting of the
contingent right of a participant to receive payment of "shares" or "units",
may be granted by the Committee. To the extent that performance goals,
vesting periods and other terms and conditions established by the Committee
are satisfied, the recipient of the award shall receive the value of the
shares or units, based on a formula established by the Committee, in the
form of either cash or Common Stock.
Section 162(m) Performance Goals. Pursuant to the Plan, all grants of
performance awards and stock awards to executive officers of the Company
will be granted, administered and subject to the attainment of performance
goals in compliance with the provisions of Section 162(m) of the Code.
Acceleration of Grants. In the event of a change in control of the
Company (as specified in the Plan), all outstanding stock options shall be
100% vested and exercisable upon the participant's termination of employment
or service occurring within 24 months following a change in control and
shall remain exercisable for a period of ten years from the date of grant.
Federal Income Tax Consequences.THE FOLLOWING INFORMATION IS A GENERAL
SUMMARY, AS OF THE DATE OF THIS PROXY STATEMENT, OF THE FEDERAL INCOME TAX
CONSEQUENCES TO THE COMPANY AND PARTICIPANTS IN CONNECTION WITH
PARTICIPATION IN THE PLAN. THE FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL,
STATE AND LOCAL TAX CONSEQUENCES FOR EACH PARTICIPANT WILL DEPEND UPON HIS
OR HER INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPANT IS ENCOURAGED TO SEEK THE
ADVICE OF A QUALIFIED TAX ADVISOR REGARDING THEIR SPECIFIC TAX CONSEQUENCES
OF PARTICIPATION IN THE PLAN.
An employee who is awarded an incentive stock option (intended to
qualify under Section 422 of the Code) does not recognize taxable income at
the time of grant or at the time of exercise of the option, but the excess
of the fair market value of the shares acquired over the option price may be
an item of tax preference for purposes of the alternative minimum tax. If
the employee makes no disposition of the shares acquired within a one-year
period after the shares are transferred to him/her (and within two years
after the option was granted), any gain or loss realized on the sale of the
shares will be treated as long-term capital gain or loss. The Company is not
entitled to any deduction in connection with the award or exercise of an
incentive stock option or a disposition of the shares in the above
circumstances. If the employee fails to hold the shares for the required
length of time, the employee will be treated as having received compensation
in the year of disposition in an amount equal to the lesser of (i) the
excess of the fair market value of the shares on the date of exercise over
their option price, or (ii) the gain realized on the sale of the shares.
The compensation recognized is taxable as ordinary income. The Company will
be entitled to a tax deduction for the amount of the compensation. Excess
gain over the amount treated as compensation is capital gain.
A participant who is awarded a non-statutory stock does not recognize
taxable income at the time of grant, but will recognize compensation income
upon exercise of the option. The income recognized in this event is equal
to the excess of the fair market value of the share upon the exercise date
over the exercise price. Upon disposition of the purchased shares, the
participant will recognize a capital gain or loss, equal to the difference
in the sale price of the shares and the participant's tax basis in those
shares. The tax basis is equal to the exercise price plus the compensation
income recognized with respect to those shares. The Company is not entitled
to a deduction upon grant of such stock options, but is entitled to a
deduction upon the exercise of these options for the amount of compensation
income recognized by the participant.
Performance Awards (in cash and/or Common Stock) will be taxable as
additional compensation to the recipient at the time of payment. Stock
Awards do not constitute taxable income until such time as restrictions
lapse with regard to any installment, unless the participant elects (under
Section 83(b) of the Code) to realize taxable ordinary income in the year of
the award in the amount equal to the fair market value of the Stock Award at
the time of the award, determined without regard to restrictions. The
Company will be entitled to a deduction when income is taxable to a
participant. The amount of taxable income to the participant and
corresponding deduction will be equal to the total amount of the cash and/or
dividend equivalents earned on awards and will be taxable as compensation to
the participant and deductible by the Company at the time of payment.
Amendment, Termination. The Board of Directors of the Company may
amend or terminate the Plan at any time, except that, without the approval
of a majority of the shares of stock of the Company then issued and
outstanding and entitled to vote, no amendment shall be made to the extent
such approval is required by law, agreement or any exchange on which the
Common Stock is traded, and provided further, that no amendment, termination
or modification may adversely affect the rights of a participant under an
outstanding Award without the written permission of such participant.
The right to grant Awards under the Plan will terminate upon the
earlier of (a) ten years after the effective date of the Plan; or (b) the
date on which the issuance of a number of shares of Common Stock pursuant to
the exercise of options or the distribution of stock awards together with
the exercise of performance shares is equivalent to the maximum number of
shares reserved under the Plan as set forth above.
Effect of Vote. A favorable vote by the holders of a majority of the
Company's Common Stock present or represented and entitled to vote at the
Annual Meeting, at which a quorum is present, is required to adopt the Plan.
The Board of Directors recommends a vote "FOR" the proposal to adopt
the Standex International Corporation 1998 Long Term Incentive Plan. Proxies
solicited by the Board of Directors will be voted FOR this proposal unless a
contrary vote is specified.
PROPOSAL 3
AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES
On July 29, 1998, the Board of Directors of the Company unanimously
approved an amendment to Article FOURTH of the Amended and Restated
Certificate of Incorporation of the Company to increase from 30,000,000 to
60,000,000 the number of shares of the Common Stock authorized for issuance,
and directed that the amendment be submitted to a vote of the stockholders
at the Annual Meeting.
On September 9, 1998, the Company had outstanding 13,042,305 shares of
Common Stock and 14,941,973 shares in treasury for use in issuance upon the
exercise of stock options and grants under the 1994 Stock Option Plan, and,
upon approval by stockholders at this Annual Meeting, the 1998 Long Term
Incentive Plan of the Company. No shares were reserved for issuance under
any of the various benefit plans of the Company
The Company has no specific plans for the issuance of the additional
shares. However the Board of Directors believes that the proposed increase
is desirable so that, as the need may arise, the additional authorized
shares will be available for general corporate purposes, including for
possible stock splits and dividends or in connection with expansion of the
Company's businesses through acquisitions. The Board does not intend to
issue any shares except on terms that it considers to be in the best
interests of the Company and its stockholders.
The additional shares of Common Stock for which authorization is
sought would be a part of the existing class of Common Stock. If and when
issued, these shares would have the same rights and privileges as the shares
of Common Stock presently outstanding. No holder of Common Stock has any
preemptive rights to acquire additional shares of the Common Stock.
Additionally, depending upon the consideration received for the shares, the
issuance of additional shares could affect the stockholders' percentage
ownership and voting power and, depending on the transaction in which they
are issued, could affect the earnings per share, book value per share or
other per share financial measures of the existing shares of Common Stock.
Although the increase in the authorized shares is not intended as an anti-
takeover measure, the additional shares could be used by the Company to make
any attempt to gain control of the Company more difficult.
Vote Required For Approval
The affirmative vote by the holders of a majority of the Company's
Common Stock present or represented and entitled to vote at the Annual
Meeting, at which a quorum is present, is required to approve the proposed
amendment.
The Board of Directors recommends a vote "FOR" the proposal to amend
the Company's Amended and Restated Certificate of Incorporation as set forth
below. Proxies solicited by the Board of Directors will be voted FOR this
proposal unless a contrary vote is specified.
VOTED: that Article FOURTH of the Restated Certificate of
Incorporation of the Corporation, as amended, be further amended to read as
follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is sixty million
(60,000,000) shares of Common Stock, par value $1.50 per share."
PROPOSAL 4-APPROVAL OF AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Deloitte & Touche LLP, independent public accountants,
as auditors of the Company for the year ending June 30, 1999. This firm and
two predecessor firms have been auditors of the Company since 1955.
It is expected that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders where they will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
OTHER PROPOSALS
Management does not know of any other matters which may come before
the meeting. However, if any other matters are properly presented at the
meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise act, in accordance with their judgment on such
matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to the Securities Exchange Act of 1934, the Company's
executive officers, directors and persons who own more than 10% of the
Company's Common Stock are required to file reports of ownership and changes
in ownership in the Common Stock of the Company under Section 16(a) with the
Securities and Exchange Commission and the New York Stock Exchange with
copies of those reports filed with the Company.
Based solely upon a review of the copies of the reports furnished to
the Company, the Company believes that during fiscal 1998 all executive
officers, directors and persons holding more than 10% of the Company's
Common Stock have complied with such filing requirements.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for consideration at the
1999 Annual Meeting of Stockholders must submit such proposal to the Company
in writing on or before May 21, 1999.
By the Board of Directors
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 18, 1998
ANNEX A
STANDEX INTERNATIONAL CORPORATION
1998 LONG TERM INCENTIVE PLAN
1. DEFINITIONS.
"Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options, Stock Awards and
Performance Awards.
"Award Agreement" means an agreement evidencing and setting forth the
terms of an Award.
"Board of Directors" means the board of directors of the Company.
"Change in Control" means a change in control notwithstanding any
other provision to the contrary in this Plan, in the event of a Change in
Control (as defined below), all options outstanding as of the date such
Change in Control occurs shall become fully vested and exercisable in full,
whether or not otherwise exercisable in accordance with their terms.
A "Change in Control" shall occur or be deemed to have occurred only
if any of the following events occur:
(a) any "person", as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended, (the "1934
Act"), (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the
Company, or any corporation owned directly or indirectly by the
stockholders of Company in substantially the same proportion as
their ownership of stock of the Company) is or becomes the
"beneficial owner" (as defined in Rule 13(d) under the 1934
Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the
Company's then outstanding securities;
(b) individuals who, as of July 29, 1998, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to July 29, 1998,
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election
contest relating to the election of the directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A
under the 1934 Act) shall be, for purposes of this Section,
considered a member of the Incumbent Board;
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than (i) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or being converted into voting securities of the surviving
entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (ii) a merger
or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 20% of the combined
voting power of the Company's then outstanding securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee designated by the Board of Directors,
pursuant to Section 2 of the Plan.
"Common Stock" means the Common Stock of the Company, par value,
$1.50 per share.
"Company" means Standex International Corporation.
"Date of Grant" means the effective date of an Award.
"Disability" means any mental or physical condition with respect to
which the Participant qualifies for and receives benefits for under a long-
term disability plan of the Company or any subsidiary corporation, or in the
absence of such a long-term disability plan or coverage under such a plan,
"Disability" shall mean a physical or mental condition which, in the sole
discretion of the Committee, is reasonably expected to be of indefinite
duration and to substantially prevent the Participant from fulfilling his
duties or responsibilities to the Company or any subsidiary corporation.
"Effective Date" means the date the Plan is approved by a majority of
the shareholders, as provided for in Section 19 of the Plan.
"Employee" means any person employed by the Company or any subsidiary
corporation. Directors who are employed by the Company or any subsidiary
corporation shall be considered Employees under the Plan.
"Exchange Act" or the "1934 Act" means the Securities Exchange Act of
1934, as amended.
"Exercise Price" means the price at which a Participant may purchase a
share of Common Stock pursuant to an Option.
"Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:
(a) If the Common Stock was traded on the date in question on The
New York Stock Exchange then the Fair Market Value shall be
equal to the closing price quoted for such date by The New York
Stock Exchange;
(b) If the Common Stock was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite transactions
report for such date; and
(c) If neither of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the
Committee shall be based on the prices reported in THE WALL STREET JOURNAL.
The Committee's determination of Fair Market Value shall be conclusive and
binding on all persons.
"Incentive Stock Option" means a stock option granted to a
Participant, pursuant to Section 7 of the Plan, that is intended to meet the
requirements of Section 422 of the Code.
"Non-Statutory Stock Option" means a stock option granted to a
Participant pursuant to the terms of the Plan, but which is not intended to
be and is not identified as an Incentive Stock Option or a stock option
granted under the Plan which is intended to be and is identified as an
Incentive Stock Option but which does not meet the requirements of Section
422 of the Code.
"Option" means an Incentive Stock Option or Non-Statutory Stock
Option.
"Outside Director" means a member of the Boards of Directors of the
Company or any subsidiary corporation who is not also an Employee of the
Company or any subsidiary corporation.
"Participant" means any person who holds an outstanding Award.
"Performance Award" means an Award granted to a Participant pursuant
to Section 9
of the Plan.
"Plan" means this Standex International Corporation 1998 Long Term
Incentive Plan.
"Retirement" means retirement from employment with the Company or any
subsidiary corporation in accordance with the retirement policies of the
Company or any subsidiary corporation, as applicable, then in effect.
"Retirement" with respect to an Outside Director means the termination of
service from the Board of Directors of the Company or any subsidiary
corporation following written notice to the Board of Directors of such
Outside Director's intention to retire.
"Stock Award" means an Award granted to a Participant pursuant to
Section 8 of the Plan.
"Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors or, in the case of an
Employee, unless defined differently under any employment agreement with the
Company or any subsidiary corporation, termination of employment, because of
a material loss or injury to the Company or any subsidiary corporation, or
misconduct in the performance of the Employee's employment duties, as
determined by and in the sole discretion of the Board of Directors or its
designee(s).
2. ADMINISTRATION.
(a) The Committee shall administer the Plan. The Committee shall consist
of two or more disinterested directors of the Company, who shall be
appointed by the Board of Directors. A member of the Board of
Directors shall be deemed to be "disinterested" only if he satisfies
(i) such requirements as the Securities and Exchange Commission may
establish for non-employee directors administering plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under the
Exchange Act and (ii) such requirements as the Internal Revenue
Service may establish for outside directors acting under plans
intended to qualify for exemption under Section 162(m)(4)(C) of the
Code. The Board of Directors may also appoint one or more separate
committees of the Board of Directors, each composed of one or more
directors of the Company or any subsidiary corporation who need not be
disinterested and who may grant Awards and administer the Plan with
respect to Employees and Outside Directors who are not considered
officers or directors of the Company under Section 16 of the Exchange
Act or for whom Awards are not intended to satisfy the provisions of
Section 162(m) (or its successor) of the Code.
(b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type, number,
vesting requirements and other features and conditions of such Awards,
(iii) interpret the Plan and (iv) make all other decisions relating to
the operation of the Plan. The Committee may adopt such rules or
guidelines as it deems appropriate to implement the Plan. The
Committee's determinations under the Plan shall be final and binding
on all persons.
(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be approved by the
Committee. Each Award Agreement shall constitute a binding contract
between the Company or any subsidiary corporation and the Participant,
and every Participant, upon acceptance of the Award Agreement, shall
be bound by the terms and restrictions of the Plan and the Award
Agreement. The terms of each Award Agreement shall be in accordance
with the Plan, but each Award Agreement may include such additional
provisions and restrictions determined by the Committee, in its
discretion, provided that such additional provisions and restrictions
are not inconsistent with the terms of the Plan. In particular and at
a minimum, the Committee shall set forth in each Award Agreement (i)
the type of Award granted (ii) the Exercise Price of any Option,
(iii) the number of shares subject to the Award, (iv) the expiration
date of the Award, (v) the manner, time, and rate (cumulative or
otherwise) of exercise or vesting of such Award, and (vi) the
restrictions, if any, placed upon such Award, or upon shares which may
be issued upon exercise of such Award. The Chairman of the Committee
and such other directors and officers as shall be designated, in
writing, by the Committee is hereby authorized to execute Award
Agreements on behalf of the Company or any subsidiary corporation and
to cause them to be delivered to the recipients of Awards.
(d) The Committee may delegate, in writing, all authority for: (i) the
determination of forms of payment to be made by or received by the
Plan and (ii) the execution of any Award Agreement. The Committee may
rely on the descriptions, representations, reports and estimates
provided to it by the management of the Company or any subsidiary
corporation for determinations to be made pursuant to the Plan,
including the satisfaction of any conditions of a Performance Award.
However, only the Committee or a portion of the Committee may certify
the attainment of any conditions of a Performance Award intended to
satisfy their requirements of Section 162(m) of the Code.
3. TYPES OF AWARDS AND RELATED RIGHTS.
The following Awards may be granted under the Plan:
(a) Non-Statutory Stock Options.
(b) Incentive Stock Options.
(c) Stock Awards.
(d) Performance Awards.
4. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 14 of the Plan, the
maximum number of shares reserved hereby for purchase pursuant to the
exercise of Options and Option-related Awards granted under the Plan is
800,000. The shares of Common Stock issued under the Plan may be either
authorized but unissued shares or authorized shares previously issued and
acquired or reacquired by the Company. To the extent that Options are
granted under the Plan, the shares underlying such Options will be
unavailable for any other use including future grants under the Plan except
that, to the extent that such Options terminate, expire, or are forfeited
without having been exercised, new Awards may be made with respect to these
shares.
5. ELIGIBILITY.
Subject to the terms of the Plan, all Employees and Outside Directors
shall be eligible to receive Awards under the Plan. In addition, the
Committee may grant eligibility to consultants of the Company or any
subsidiary corporation.
6. NON-STATUTORY STOCK OPTIONS.
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously awarded
under the Plan, grant Non-Statutory Stock Options to eligible individuals
upon such terms and conditions as it may determine to the extent such terms
and conditions are consistent with the following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price
of each Non-Statutory Stock Option. However, the Exercise Price
shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant.
(b) Terms of Non-Statutory Stock Options. The Committee shall
determine the term during which a Participant may exercise a
Non-Statutory Stock Option, but in no event may a Participant
exercise a Non-Statutory Stock Option, in whole or in part, more
than ten (10) years from the Date of Grant. The Committee shall
also determine the date on which each Non-Statutory Stock
Option, or any part thereof, first becomes exercisable and any
terms or conditions a Participant must satisfy in order to
exercise each Non-Statutory Stock Option. The shares of Common
Stock underlying each Non-Statutory Stock Option may be
purchased in whole or in part by the Participant at any time
during the term of such Non-Statutory Stock Option, or any
portion thereof, becomes exercisable.
(c) Non-Transferability. Unless otherwise determined by the
Committee in accordance with this Section 6(c), a Participant
may not transfer, assign, hypothecate, or dispose of in any
manner, other than by will or the laws of intestate succession,
a Non-Statutory Stock Option. The Committee may, however, in its
sole discretion, permit transferability or assignment of a Non-
Statutory Stock Option if such transfer or assignment is, in its
sole determination, for valid estate planning purposes and such
transfer or assignment is permitted under the Code and Rule 16b-
3 under the Exchange Act. For purposes of this Section 6(c), a
transfer for valid estate planning purposes includes, but is not
limited to: (a) a transfer to a revocable intervivos trust as to
which the Participant is both the settlor and trustee, or (b) a
transfer for no consideration to: (i) any member of the
Participant's Immediate Family, (ii) any trust solely for the
benefit of members of the Participant's Immediate Family, (iii)
any partnership whose only partners are members of the
Participant's Immediate Family, and (iv) any limited liability
corporation or corporate entity whose only members or equity
owners are members of the Participant's Immediate Family. For
purposes of this Section 6(c), "Immediate Family" includes, but
is not limited to the Participant's spouse, children or
grandchildren. Approval by the Committee to transfer or assign
any Non-Statutory Stock Option or portion thereof does not mean
that such approval will be given with respect to any other Non-
Statutory Stock Option or portion thereof. The transferee or
assignee of any Non-Statutory Stock Option shall be subject to
all of the terms and conditions applicable to such Non-Statutory
Stock Option immediately prior to the transfer or assignment and
shall be subject to any other conditions proscribed by the
Committee with respect to such Non-Statutory Stock Option.
(d) Termination of Employment or Service (General). Unless otherwise
determined by the Committee, upon the termination of a
Participant's employment or other service for any reason other
than Retirement, Disability or death, a Change in Control, or
Termination for Cause, the Participant may exercise only those
Non-Statutory Stock Options that were immediately exercisable by
the Participant at the date of such termination and only for a
period of three (3) months following the date of such
termination.
(e) Termination of Employment or Service (Retirement). Unless
otherwise determined by the Committee, in the event of a
Participant's Retirement, the Participant may exercise only
those Non-Statutory Stock Options that were immediately
exercisable by the Participant at the date of Retirement and
only for a period of three (3) years following the date of
Retirement.
(f) Termination of Employment or Service (Disability or Death).
Unless otherwise determined by the Committee, in the event of
the termination of a Participant's employment or other service
due to Disability or death, all Non-Statutory Stock Options held
by such Participant shall immediately become exercisable and
remain exercisable for a period of three (3) years following the
date of such termination.
(g) Termination of Employment or Service (Change in Control). Unless
otherwise determined by the Committee, in the event of the
termination of a Participant's employment or service within
twenty-four (24) months of a Change in Control, all Non-
Statutory Stock Options held by such Participant shall
immediately become exercisable and remain exercisable for a
period of three (3) years following the date of such
termination.
(h) Termination of Employment or Service (Termination For Cause).
Unless otherwise determined by the Committee, in the event of a
Participant's Termination for Cause, all rights with respect to
the Participant's Non-Statutory Stock Options shall expire
immediately upon the effective date of such Termination for
Cause.
(i) Payment. Payment due to a Participant upon the exercise of a
Non-Statutory Stock Option shall be made in the form of shares
of Common Stock.
(j) Maximum Individual Award. No individual Employee shall be
granted an amount of Non-Statutory Stock Options which exceeds
25% of all Options eligible to be granted under the Plan within
any 12-month period.
(k) Cancellation. Notwithstanding the foregoing, any Option may be
cancelled by the Committee at any time, if in the opinion of the
Committee, the Participant engages in activities contrary to the
interests of the Company or any of its subsidiaries.
7. INCENTIVE STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded under this
Plan, grant Incentive Stock Options to an Employee upon such terms and
conditions as it may determine to the extent such terms and conditions are
consistent with the following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price
of each Incentive Stock Option. However, the Exercise Price
shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant; provided, however, that if at
the time an Incentive Stock Option is granted, the Employee owns
or is treated as owning, for purposes of Section 422 of the
Code, Common Stock representing more than 10% of the total
combined voting securities of the Company ("10% Owner"), the
Exercise Price shall not be less than 110% of the Fair Market
Value of the Common Stock on the Date of Grant.
(b) Amounts of Incentive Stock Options. To the extent the aggregate
Fair Market Value of shares of Common Stock with respect to
which Incentive Stock Options that are exercisable for the first
time by an Employee during any calendar year under the Plan and
any other stock option plan of the Company or any subsidiary
corporation exceeds $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options in excess
of such limit shall be treated as Non-Statutory Stock Options.
Fair Market Value shall be determined as of the Date of Grant
with respect to each such Incentive Stock Option.
(c) Terms of Incentive Stock Options. The Committee shall determine
the term during which a Participant may exercise an Incentive
Stock Option, but in no event may a Participant exercise an
Incentive Stock Option, in whole or in part, more than ten (10)
years from the Date of Grant; provided, however, that if at the
time an Incentive Stock Option is granted to an Employee who is
a 10% Owner, the Incentive Stock Option granted to such Employee
shall not be exercisable after the expiration of five (5) years
from the Date of Grant. The Committee shall also determine the
date on which each Incentive Stock Option, or any part thereof,
first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Incentive
Stock Option. The shares of Common Stock underlying each
Incentive Stock Option may be purchased in whole or in part at
any time during the term of such Incentive Stock Option after
such Option becomes exercisable.
(d) Non-Transferability. No Incentive Stock Option shall be
transferable except by will or the laws of descent and
distribution and is exercisable, during his lifetime, only by
the Employee to whom the Committee grants the Incentive Stock
Option. The designation of a beneficiary does not constitute a
transfer of an Incentive Stock Option.
(e) Termination of Employment (General). Unless otherwise determined
by the Committee, upon the termination of a Participant's
employment or other service for any reason other than
Retirement, Disability or death, a Change in Control, or
Termination for Cause, the Participant may exercise only those
Incentive Stock Options that were immediately exercisable by the
Participant at the date of such termination and only for a
period of three (3) months following the date of such
termination.
(f) Termination of Employment (Retirement). Unless otherwise
determined by the Committee, in the event of a Participant's
Retirement, the Participant may exercise only those Incentive
Stock Options that were immediately exercisable by the
Participant at the date of Retirement and only for a period of
three (3) years following the date of Retirement. Any Option
originally designated as an Incentive Stock Option shall be
treated as a Non-Statutory Stock Options to the extent the
Participant exercises such Option more than three (3) months
following the Date of the Participant's Retirement.
(g) Termination of Employment (Disability or Death). Unless
otherwise determined by the Committee, in the event of the
termination of a Participant's employment or other service due
to Disability or death, all Incentive Stock Options held by such
Participant shall immediately become exercisable and remain
exercisable for a period of three (3) years following the date
of such termination. Any Option originally designated as an
Incentive Stock Option shall be treated as a Non-Statutory Stock
Option to the extent the Participant exercises such Option more
than one (1) year following the Date of the Participant's
Retirement.
(h) Termination of Employment (Change in Control). Unless otherwise
determined by the Committee, in the event of the termination of
a Participant's employment or service within twenty-four (24)
months of a Change in Control, all Incentive Stock Options held
by such Participant shall become immediately exercisable and
remain exercisable for a period of three (3) years following the
date of such termination. Any Option originally designated as an
Incentive Stock Option shall be treated as a Non-Statutory Stock
Options to the extent the Participant exercises such Option more
than one (1) year following the Date of the Participant's
Retirement.
(i) Termination of Employment (Termination For Cause). Unless
otherwise determined by the Committee, in the event of an
Employee's Termination for Cause, all rights under such
Employee's Incentive Stock Options shall expire immediately upon
the effective date of such Termination for Cause.
(j) Payment. Payment due to a Participant upon the exercise of an
Incentive Stock Option shall be made in the form of shares of
Common Stock.
(k) Maximum Individual Award. No individual Employee shall be
granted an amount of Incentive Stock Options which exceeds 25%
of all Options eligible to be granted under the Plan within any
12-month period.
(l) Disqualifying Dispositions. Each Award Agreement with respect to
an Incentive Stock Option shall require the Participant to
notify the Committee of any disposition of shares of Common
Stock issued pursuant to the exercise of such Option under the
circumstances described in Section 421(b) of the Code (relating
to certain disqualifying dispositions), within 10 days of such
disposition.
(m) Cancellation. Notwithstanding the foregoing, any Incentive Stock
Option may be canceled by the Committee at any time, if in the
opinion of the Committee, the Participant engages in activities
contrary to the interests of the Company or any of its
subsidiaries.
8. STOCK AWARDS.
The Committee may, subject to the limitations of the Plan, make Stock
Awards, which shall consist of the grant of some number of shares of Common
Stock to eligible individuals. The maximum number of shares issuable in the
form of Stock Awards under the Plan may not exceed 300,000 shares of Common
Stock. Stock Awards shall be made subject to the following terms and
conditions:
(a) Payment of the Stock Award. Stock Awards may only be made in
whole shares of Common Stock. Stock Awards may only be granted
from shares reserved under the Plan and available for award at
the time the Stock Award is made to the Participant.
(b) Terms of the Stock Award. The Committee shall determine the
dates on which Stock Awards granted to a Participant shall vest
and any terms or conditions which must be satisfied prior to the
vesting of any installment or portion of the Stock Award
including, but not limited to achievement of specific business
objectives, attainment of growth rates, attainment of profit
and/or other performance objectives for the Company or one of
its operating units or groups to be achieved by the end of a
specified period of time or other measurement of performance.
Any such terms, or conditions shall be determined by the
Committee as of the Date of Grant.
(c) Termination of Employment or Service. Unless otherwise
determined by the Committee, upon the termination of a
Participant's employment or service for any reason other than
Termination for Cause, the Participant's unvested Stock Awards
as of the date of termination shall be forfeited and any rights
the Participant had to such unvested Stock Awards shall become
null and void. Unless otherwise determined by the Committee, or
in the event of the Participant's Termination for Cause, all
unvested Stock Awards held by such Participant as of the
effective date of such Termination for Cause shall be forfeited
and any rights such Participant had to such unvested Stock
Awards shall become null and void.
(d) Cancellation. Notwithstanding the foregoing, any Stock Award may
be canceled by the Committee at any time, if in the opinion of
the Committee, the Participant engages in activities contrary to
the interests of the Company or any of its subsidiaries.
(e) Non-Transferability. Except to the extent permitted by the Code,
the rules promulgated under Section 16(b) of the Exchange Act or
any successor statutes or rules:
(i) The recipient of a Stock Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to
Stock Award until full vesting of such shares has
occurred. For purposes of this section, the separation of
beneficial ownership and legal title through the use of
any "swap" transaction is deemed to be a prohibited
encumbrance.
(ii) Unless determined otherwise by the Committee and except in
the event of the Participant's death or pursuant to a
domestic relations order, a Stock Award is not
transferable and may be earned in his lifetime only by the
Participant to whom it is granted. Upon the death of a
Participant, a Stock Award is transferable by will or the
laws of descent and distribution. The designation of a
beneficiary shall not constitute a transfer.
(iii) If a recipient of a Stock Award is subject to the
provisions of Section 16 of the Exchange Act, shares of
Common Stock subject to such Stock Award may not, without
the written consent of the Committee (which consent may be
given in the Award Agreement), be sold or otherwise
disposed of within six (6) months following the date of
grant of the Stock Award.
(f) Accrual of Dividends. Whenever shares of Common Stock underlying
a Stock Award are awarded to a Participant or beneficiary
thereof under the Plan, such Participant or beneficiary shall
also be entitled to receive, with respect to each such share
awarded, a payment equal to any cash dividends and the number of
shares of Common Stock equal to any stock dividends, declared
and paid with respect to a share of the Common Stock if the
record date for determining shareholders entitled to receive
such dividends falls between the date relevant Stock Award was
granted and the date the relevant Stock Award or installment
thereof is issued.
(g) Voting of Stock Awards. After a Stock Award has been granted but
for which the shares covered by such Stock Award have not yet
been vested, earned and distributed to the Participant pursuant
to the Plan, the Participant shall be entitled to vote such
shares of Common Stock which the Stock Award covers to the rules
and procedures adopted by the Committee for this purpose.
(h) Maximum Individual Award. No Participant eligible to receive a
Stock Award may receive more than 50,000 shares of Common Stock,
which Stock Awards cover in any twelve month period, subject to
adjustment as set forth in Section 14.
9. PERFORMANCE AWARDS.
(a) The Committee may determine to make any Award under the Plan
contingent upon the satisfaction of any conditions related to the
performance of the Company or any subsidiary corporation of the
eligible individual. Each Performance Award shall be evidenced in the
Award Agreement, which shall set forth the applicable conditions, the
maximum amounts payable and such other terms and conditions as are
applicable to the Performance Award. Unless otherwise determined by
the Committee, each Performance Award shall be granted and
administered to comply with the requirements of Section 162(m) of the
Code and subject to the following provisions:
Any Performance Award shall be made the earlier of: (i) 90 days after
the start of the period for which the Performance Award relates or
(ii) the completion of 25% of such period. All determinations
regarding the achievement of any applicable conditions will be made by
the Committee. The Committee may not increase during a year the amount
of a Performance Award that would otherwise be payable upon
satisfaction of the conditions but may reduce or eliminate the
payments as provided for in the Award Agreement.
(b) Nothing contained in the Plan will be deemed in any way to limit or
restrict the Committee from making any Award or payment to any person
under any other plan, arrangement or understanding, whether now
existing or hereafter in effect.
(c) No Award or portion thereof that is subject to the satisfaction of any
condition shall be considered to be earned or vested until the
Committee certifies in writing that the conditions to which the
distribution, earning or vesting of such Award is subject have been
achieved.
10. DEFERRED PAYMENTS.
The Committee, in its discretion, may permit a Participant to elect to
defer receipt of all or any part of any cash or stock payment under the
Plan, or the Committee may determine to defer receipt by some or all
Participants, of all or part of any such payment. The Committee shall
determine the terms and conditions of any such deferral, including the
period of deferral, the manner of deferral, and the method for measuring
appreciation on deferred amounts until their payout.
11. METHOD OF EXERCISE OF OPTIONS.
Subject to any applicable Award Agreement, any Option may be exercised
by the Participant in whole or in part at such time or times, and the
Participant may make payment of the Exercise Price in such form or forms,
including, without limitation, payment by delivery of cash, Common Stock or
other consideration (including, where permitted by law and the Committee,
Awards) having a Fair Market Value on the exercise date equal to the total
Exercise Price, or by any combination of cash, shares of Common Stock and
other consideration, including exercise by means of a cashless exercise
arrangement with a qualifying broker-dealer or a constructive stock swap, as
the Committee may specify in the applicable Award Agreement.
12. RIGHTS OF PARTICIPANTS.
No Participant shall have any rights as a shareholder with respect to
any shares of Common Stock covered by an Option until the date of issuance
of a stock certificate for such Common Stock. Nothing contained herein or in
any Award Agreement confers on any person any right to continue in the
employ or service of the Company or any subsidiary corporation or interferes
in any way with the right of the Company or any subsidiary corporation to
terminate a Participant's services.
13. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Award to which the
Participant would then be entitled. Such designation will be made upon forms
supplied by and delivered to the Company and may be revoked in writing. If a
Participant fails effectively to designate a beneficiary, then the
Participant's estate will be deemed to be the beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common Stock
by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares,
or other similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the Company, or in the
event an extraordinary capital distribution is made, the Committee may make
such adjustments to previously granted Awards, to prevent dilution,
diminution, or enlargement of the rights of the Participant, including any
or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common
Stock or other securities that may underlie future Awards under
the Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock or other securities underlying Awards already made under
the Plan;
(c) adjustments in the Exercise Price of outstanding Incentive
and/or Non-statutory Stock Options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award. All
Awards under this Plan shall be binding upon any successors or assigns of
the Company. No fractional shares of Common Stock shall be issued under this
Plan for any such adjustments. Notwithstanding the above, in the event of an
extraordinary capital distribution, any adjustment under this Section 14
shall be subject to required approval by the Board of Directors.
15. TAX WITHHOLDING.
(a) Whenever under this Plan, cash or shares of Common Stock are to be
delivered upon exercise of an Award or any other event with respect to
rights and benefits hereunder, the Committee shall be entitled to
require as a condition of delivery (i) that the Participant remit an
amount sufficient to satisfy all federal, state, and local withholding
tax requirements related thereto, (ii) that the withholding of such
sums come from compensation otherwise due to the Participant or from
any shares of Common Stock due to the Participant under this Plan or
(iii) any combination of the foregoing provided, however, that no
amount shall be withheld from any cash payment or shares of Common
Stock relating to an Award which was transferred by the Participant in
accordance with this Plan.
(b) If any disqualifying disposition described in Section 7(k) is made
with respect to shares of Common Stock acquired under an Incentive
Stock Option granted pursuant to this Plan, or any transfer described
in Section 6(c) is made, or an election described in Section 15 is
made, then the person making such disqualifying disposition, transfer,
or election shall remit to the Company or any subsidiary corporation
an amount sufficient to satisfy all federal, state, and local
withholding taxes thereby incurred; provided that, in lieu of or in
addition to the foregoing, the Company or any subsidiary corporation
shall have the right to withhold such sums from compensation otherwise
due to the Participant, or, except in the case of any transfer
pursuant to Section 6(c), from any shares of Common Stock due to the
Participant under this Plan.
16. NOTIFICATION UNDER SECTION 83(B).
The Committee may, on the Date of Grant or any later date, prohibit a
Participant from making the election described below. If the Committee has
not prohibited such Participant from making such election, and the
Participant shall, in connection with the exercise of any Option, or the
grant of any Stock Award, make the election permitted under Section 83(b) of
the Code (i.e., an election to include in such Participant's gross income in
the year of transfer the amounts specified in Section 83(b) of the Code),
such Participant shall notify the Committee of such election within 10 days
of filing notice of the election with the Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations
issued under the authority of Section 83(b) of the Code.
17. AMENDMENT OF THE PLAN AND AWARDS.
(a) Except as provided in paragraph (c) of this Section 17, the Board of
Directors may at any time, and from time to time, modify or amend the
Plan in any respect, prospectively or retroactively; provided however,
that provisions governing grants of Incentive Stock Options shall be
submitted for shareholder approval to the extent required by law or
regulation. Failure to ratify or approve amendments or modifications
by shareholders shall be effective only as to the specific amendment
or modification requiring such ratification. Other provisions of this
Plan will remain in full force and effect. No such termination,
modification or amendment may adversely affect the rights of a
Participant under an outstanding Award without the written permission
of such Participant.
(b) Except as provided in paragraph (c) of this Section 17, the Committee
may amend any Award Agreement, prospectively or retroactively;
provided, however, that no such amendment shall adversely affect the
rights of any Participant under an outstanding Award without the
written consent of such Participant.
(c) In no event shall the Board of Directors amend the Plan or shall the
Committee amend an Award Agreement in any manner that has the effect
of:
(i) Allowing any Option to be granted with an exercise below the
Fair Market Value of the Common Stock on the Date of Grant.
(ii) Allowing the exercise price of any Option previously granted
under the Plan to be reduced subsequent to the Date of Award.
(d) Notwithstanding anything in this Plan or any Award Agreement to the
contrary, if any Award or right under this Plan would cause a
transaction to be ineligible for pooling of interest accounting that
would, but for such Award or right, be eligible for such accounting
treatment, the Committee may modify or adjust the Award or right so
that pooling of interest accounting is available.
18. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing in this Plan or in any Awards granted under this Plan shall
confer upon the Award recipient any right or guaranty with respect to the
continuation of his or her employment by the Company or any subsidiary
corporation, subject to the terms of any separate employment agreement to
the contrary. The Company reserves the right to increase or decrease the
compensation of the Award recipient from the rate in existence at the time
of the Award.
19. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon approval by the affirmative vote
of the holders of a majority of the outstanding Common Stock of the Company.
20. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate upon the
earlier of: (i) ten (10) years after the Effective Date; (ii) the issuance
of a number of shares of Common Stock pursuant to the exercise of Options or
the distribution of Stock Awards which is equivalent to the maximum number
of shares reserved under the Plan as set forth in Section 4 hereof. The
Board of Directors has the right to suspend or terminate the Plan at any
time, provided that no such action will, without the consent of a
Participant, adversely affect a Participant's vested rights under a
previously granted Award.
21. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the State
of Delaware and applicable Federal law.
22. FOREIGN JURISDICTIONS.
The Committee may adopt, amend and terminate such arrangements, not
inconsistent with the intent of the Plan as it may deem necessary or
desirable to make available tax or other benefits of the laws of the foreign
jurisdictions to Participants who are subject to such laws.
APPENDIX B
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO PROMPTLY VOTE YOUR PROXY IN ACCORDANCE WITH
THE INSTRUCTIONS ON THE REVERSE SIDE. IF YOU SO CHOOSE, YOU MAY VOTE YOUR
SHARES IN PERSON AT THE ANNUAL MEETING.
STN56B PLEASE DETACH HERE
PROXY
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Edward J. Trainor and Deborah A. Rosen as
proxies, with full power of substitution, and hereby authorizes them or any
of them to vote the stock of the undersigned at the Annual Meeting of
Stockholders of Standex International Corporation (the "Company") to be held
at BankBoston, 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 27, 1998 at 11:00 a.m., and at any adjournments thereof, as
indicated below on the proposals described in the Notice and Proxy Statement
for such meeting and in their discretion on other matters which may properly
come before the meeting.
In connection with those shares (if any) held by me as a participant in the
Standex International Corporation Employees' Stock Ownership Plan (the
"Plan"), I hereby direct the trustee of the Plan in which I participate to
vote all vested shares allocated to my account under such Plan on June 30,
1998 in accordance with the instructions on the reverse side of this proxy
card or, if no instructions are given, in accordance with the Board of
Directors' recommendations, on all items of business to come before the
Annual Meeting of Stockholders to be held on October 27, 1998 or any
adjournment thereof. Under the Plan, the shares for which no signed proxy
card is returned or for which voting instructions are not timely received or
are improperly executed shall be voted by the trustee in the same
proportions on each proposal for which properly executed instructions were
timely received.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposals 2, 3 and 4.
(Important--To be Signed and Dated on Reverse Side) SEE REVERSE
SIDE
(logo) Standex
INTERNATIONAL CORPORATION
6 MANOR PARKWAY
SALEM, NH 03079
VOTE VIA TELEPHONE OR THE INTERNET--IT'S QUICK, EASY AND IMMEDIATE
Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed, and returned your proxy
card. Please note all votes cast via the telephone or the Internet must be
cast prior to 5 p.m., October 26, 1998. If you wish to change your address
or notify the company that you plan to attend the meeting, please mark the
boxes below and return your proxy by mail.
TELEPHONE VOTING:
* There is NO CHARGE for this call.
* On a Touch Tone Telephone call TOLL FREE 1-888-807-7699 24 hours per day
- 7 days a week.
* You will be asked to enter the Control Number which is located above your
name and address below.
- -------------------------------------------------------------------------------
| OPTION #1: To vote AS THE BOARD OF DIRECTORS RECOMMENDS, press 1. |
- -------------------------------------------------------------------------------
Your vote will be confirmed and cast as you directed. END OF CALL.
- -------------------------------------------------------------------------------
| Option #2: If you choose to vote ON EACH PROPOSAL SEPARATELY, press 2. |
- -------------------------------------------------------------------------------
Your vote will be confirmed and cast as you directed. END OF CALL.
INTERNET VOTING:
* As with all Internet access, usage or server fees must be paid by the user.
Visit our Internet voting site at http://www.equiserve.com/proxy/ and follow
the instructions on your screen. These instructions are similar to those
above for telephone voting.
- -------------------------------------------------------------------------------
| If you vote via telephone or the Internet, it is not necessary to return |
| your proxy by mail. THANK YOU FOR VOTING. |
- -------------------------------------------------------------------------------
STN56a PLEASE DETACH HERE
[x] Please mark
votes as in
this example.
- -------------------------------------------------------------------------------
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS. |
- -------------------------------------------------------------------------------
1. Election of Directors
For three year terms expiring in 2001:
Nominees: Thomas L. King, Edward F. Paquette, Sol Sackel.
[ ] FOR [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] ______________________________________
For all nominees except as noted above
2. To approve the adoption of the FOR AGAINST ABSTAIN
1998 Long Term Incentive Plan [ ] [ ] [ ]
covering 800,000 shares.
3. To approve an amendment to the FOR AGAINST ABSTAIN
Company's Restated Certificate of [ ] [ ] [ ]
Incorporation increasing the
Common Stock authorized for
issuance to 60,000,000 shares.
4. To approve the selection of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as [ ] [ ] [ ]
independent auditors.
5. To transact such other business as may come before the meeting.
MARK HERE MARK HERE
FOR ADDRESS [ ] IF YOU PLAN [ ]
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Sign exactly as name appears on this Proxy. If the shares are registered in
the names of two or more persons, each should sign. Executors,
administrators, trustee, partners, custodians, guardians, attorneys, and
corporate officers should add their full titles.
Signature:______________ Date:_______ Signature:______________ Date:_______
