As filed with the Securities and Exchange Commission on January
26, 1998
Registration No.__________
__________________________________________________________________
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
STANDEX INTERNATIONAL CORPORATION
(Exact name of issuer as specified in its Certificate of
Incorporation)
Delaware 31-0596149
(State of Incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)
STANDEX INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
Deborah A. Rosen
c/o Standex International Corporation
6 Manor Parkway
Salem, New Hampshire 03079
(Name and Address of agent for service)
603-893-9701
(Telephone Number, including area code, of agent for service)
Calculation of Registration Fee
_____________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered (1) Share Price (2)
Fee
<S> <C> <C> <C> <C>
Common Stock 400,000 $ 29.438 $ 11,775,200 $ 3,568
par value
$1.50
per share
</TABLE>
______________________________________________________________________
NOTES: 1. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, (the "Securities
Act") this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
2. Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h)
under the Securities Act upon the basis of the average
of the high and low sale price of the Company's Common
Stock, par value $1.50 per share (the "Common Stock")
as reported on the New York Stock Exchange on January
22, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing information specified
in Part 1 are not required to be filed by Standex International
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8
Registration Statement (the "Registration Statement"). Such
documents are located at the corporate office of the Company, 6
Manor Parkway, Salem, New Hampshire 03079 (1-603-893-9701).
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Registration Statement by reference:
(1) The Company's Annual Report on Form 10K for the year ended
June 30, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
or the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act, that contains audited financial statements for
the Company's latest fiscal year for which such statements have
been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the document referred to in (1) above.
(3) The description of the Common Stock contained in the
Registration of Securities on Form 8-B dated June 12, 1975,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c) 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and shall be deemed a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be decreed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion.
The legality of the shares of the Common Stock reserved for
issuance under the Employee Stock Purchase Plan will be passed
upon for the Company by Deborah A. Rosen, General Counsel of the
Company. At January 23, 1998, Ms. Rosen owned 2,298 shares of
Common Stock (excluding approximately 1,563 shares in her account
at September 30, 1997 under the Company's Employees' Stock
Ownership Plan).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Seventh Article of the Restated Certificate of
Incorporation of the Company, each person who is or was a
director or officer of the Company will be indemnified by the
Company to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware as the same may be amended
and supplemented from time to time. Section 145(a) of the
General Corporation Law of Delaware permits a corporation to
indemnify any director, officer, employee or agent of the
corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with any action,
suit or proceeding arising out of his or her status as director,
officer, employee or agent if such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Section 145(b) provides
that a corporation shall have the power to indemnify any
director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged liable to the corporation unless and to
the extent a court of competent jurisdiction determines that such
person is entitled to indemnity for such expenses. To the extent
that a present or former director or officer has been successful
in defense of any action or claim, Section 145(c) provides that
he or she shall be indemnified against expenses incurred by him
or her in connection therewith. Under Section 145(g), a
corporation also has the power to purchase and maintain insurance
on behalf of any director, officer, employee or agent against any
liability arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her
against such liability.
The Company maintains, on behalf of its directors and
officers, insurance protection in the amount of $20,000,000
against certain liabilities arising out of the discharge of their
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed (except where otherwise
indicated) as part of this Registration Statement.
4.1 Standex International Corporation Employee Stock Purchase
Plan.
4.2 Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the exhibits to
the Quarterly Report of Standex on Form 10-Q for the fiscal
quarter ended December 31, 1986.
4.3 By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the Annual
Report of Standex on Form 10-K for the fiscal year ended June 30,
1994.
5. Opinion of Deborah A. Rosen as to the legality of the Common
Stock.
23.1 Consent of Deloitte & Touche LLP, Independent Public
Accountants.
23.2 The Consent of Counsel is included in her opinion filed
as Exhibit 5 hereto.
24. Powers of Attorney from John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, William R. Fenoglio,
Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas
Muller, III, Sol Sackel and Lindsay M. Sedwick.
ITEM 9. UNDERTAKINGS
1. The Company hereby undertakes:
(A) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that sub-paragraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13(a) or Section
15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(B) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(C) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person or the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of Salem, County of Rockingham and the State of New
Hampshire, on the 26th day of January, 1998.
STANDEX INTERNATIONAL CORPORATION
By: /s/ Edward J. Trainor
Edward J. Trainor, President/CEO
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Date Signature Title
January 26, 1998 /s/Edward J. Trainor President/CEO
January 26, 1998 /s/Lindsay M. Sedwick Senior Vice President/CFO
Edward J. Trainor has signed below on January 26, 1998 as
attorney-in-fact for the following Directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
William L. Brown C. Kevin Landry
David R. Crichton H. Nicholas Muller, III
Samuel S. Dennis 3d Sol Sackel
William R. Fenoglio Lindsay M. Sedwick
Walter F. Greeley
/s/ Edward J. Trainor
Edward J. Trainor
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
4.1 Standex International Corporation Employee
Stock Purchase Plan.
4.2 Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the
exhibits to the Quarterly Report of Standex on Form 10-Q
for the fiscal quarter ended December 31, 1986.
4.3 By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal year
ended June 30, 1994 (the "1994 10-K").
5. Legal Opinion.
23.1 Consent of Deloitte & Touche LLP, Independent Public
Accountants.
23.2 Consent of Deborah A. Rosen, as counsel to the Company.
24. Powers of Attorney from: John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis, 3d, William R. Fenoglio,
Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry,
H. Nicholas Muller, III, Sol Sackel and Lindsay M. Sedwick
EXHIBIT 4.1
Effective October 1, 1997
STANDEX INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
This Plan affords certain employees of Standex
International Corporation (the "Company") and its wholly-
owned subsidiaries ("Subsidiaries") an opportunity to
obtain shares of the Common Stock of the Company on a
favorable basis.
2. Stock Subject to Plan.
The stock to be offered under this Plan will be shares of
the Common Stock of the Company, par value $1.50 per share,
("Standex stock") and may include authorized but unissued
shares or treasury shares. Subject to adjustment as
provided in Section 12, the aggregate amount of stock which
may be purchased under this Plan shall not exceed 400,000
shares of Standex stock (as presently constituted).
3. Employees Eligible to Participate.
An employee shall become eligible to participate in this
Plan as of the first day of any calendar quarter after
he/she becomes employed by the Company or any of its
Subsidiaries if the employee is employed within the United
States and is compensated in U.S. currency. Non-employee
directors of the Company and employees, (i) whose customary
employment is for twenty hours or less per week, (ii) who
are customarily employed for not more than five months in
any calendar year or (iii) who own 5% or more of the voting
stock of the Company, are not eligible. All eligible
employees shall enjoy equal rights and privileges under
this Plan.
4. Grant of Option to Purchase.
Each eligible employee ("Participant") is granted, on the
first business day of each quarter (the "Grant Date"), an
option to purchase, on the last business day of each
quarter (the "Purchase Date"), such number of shares
(including fractional shares) of Standex stock as may be
purchased by the aggregate amount deducted from his/her
compensation during said quarter at a price equal to the
lesser of:
(a) 85% of the opening price on the Grant Date; or
(b) 85% of the closing price on the Purchase Date.
The opening and closing prices shall be determined by
reference to the opening and closing prices on the
principal national securities exchange on which Standex
stock is listed for trading. A business day shall be
defined as a day on which the national securities exchanges
are open for trading.
5. Participation
Each Participant may participate in the Plan at the
beginning of any calendar quarter by completing and
forwarding a "Payroll Deduction Authorization Form For
Purchase of Standex International Stock" to his/her
appropriate payroll location before the commencement of the
quarter. The form will authorize regular payroll
deductions from the Participant's compensation to commence
at the beginning of the calendar quarter specified in the
form. The Company will maintain payroll deduction accounts
for all Participants.
The amount deducted must be at least $5.00 per week for
employees paid on a weekly basis and $20.00 per month for
employees paid on any other basis. In addition, the amount
deducted may not exceed the higher of:
(a) 10% of the "Compensation" (as defined below)
received by the Participant from the Company in
the prior calendar year divided by either 52 (for
employees paid on a weekly basis) or 24 (for
employees paid on a semi-monthly basis); or
(b) 10% of the Participant's current annual base
salary, if any, divided by either 52 or 24, as
appropriate,
provided, however, that the amount deducted shall not
exceed $144.23 per week (for employees paid on a weekly
basis) or $312.50 per pay period (for employees paid on a
semi-monthly basis).
"Compensation" shall mean base salary and/or net
commissions paid by the Company plus any bonus amounts paid
by the Company but excluding any amounts received from the
Profit Improvement Participation Shares Plan.
A Participant may increase or decrease his/her payroll
deduction once every three months by filing a new Payroll
Deduction Authorization Form. The change may not be
effective sooner than the next pay period after the receipt
of the Form.
A Participant may terminate his/her participation in the
Plan at any time but may not re-enter the Plan until the
commencement of the calendar quarter following the
expiration of three months from his/her last termination of
participation.
Participation in the Plan shall be wholly voluntary. No
employee may purchase shares under the Plan to the extent
such purchase would result in the ownership by him/her of
more than 5% of the voting stock of the Company. For the
purposes of the preceding sentence, the rules of Section
424(d) of the Internal Revenue Code of 1986, as amended,
(the "Code") shall apply in determining the stock ownership
of an individual and stock which the Participant may
purchase under outstanding options shall be treated as
stock owned by the Participant.
6. Purchase of Shares.
So long as a Participant maintains his/her
participation in the Plan, the number of shares
computed under Sections 4 and 5 will automatically be
purchased on the Purchase Date and shares will be
issued to the Participant after the 15th day of the
following month will be held in book entry form at the
transfer agent of the Company. The number of shares
purchased shall be shown on a statement issued to the
Participant after the 15th day of the month following
the Purchase Date. Certificates will not be issued
unless the Participant specifically so requests in
writing to the transfer agent of the Company. Upon
receipt of such request, certificates shall be in whole
shares.
All purchases of Standex stock under this Plan must be made
by payroll deductions only.
7. Designation of Accounts..
Accounts may be designated in the name of the Participant
or, if he/she so indicates on the Payroll Deduction
Authorization Form, in the Participant's name jointly with
a member of his/her family (who is not a minor) with right
of survivorship. A Participant who is a resident of a
jurisdiction which does not recognize such a joint tenancy,
may have their account designated in his/her name as tenant
in common with a member of his/her family, without right of
survivorship.
8. Rights as a Stockholder.
The rights and privileges of a stockholder of the Company
shall exist with respect to the shares purchased under this
Plan when a statement has been issued evidencing the shares
purchased for the Participant.
9. Rights on Retirement, Death, Termination of Employment or
Termination of Participation.
In the event of a Participant's retirement, death,
termination of employment or termination of participation
during a calendar quarter, any withholdings made from the
Participant's pay during the current quarter shall be
either used to purchase shares under the Plan at the end of
that quarter or, if the Participant so requests prior to
the end of that quarter, refunded to the Participant.
In the case of retirement, death or termination of
employment, a certificate will then be issued for all whole
shares in book entry form totaling 100 or more and a check
will be issued for any fractional shares remaining in the
Participant's account. If, in any such case, the total
shares in book entry form are less than 100, the transfer
agent of the Company will sell the shares in the account as
soon as practicable upon receiving notice from the Company
that the Participant retired, died or terminated
employment.
In the case of a termination of participation by a
Participant who will continue as an employee of the Company
or one of its wholly-owned subsidiaries, the book entry
account of such Participant will be maintained.
10. Rights Not Transferable.
Rights under this Plan are not transferable by a
Participant other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations
order as defined by the Code (26 U. S. C. Section 1 et.
seq.) or Title I of the Employment Retirement Income
Security Act or rules thereunder and are exerciseable
during his/her lifetime only by the Participant.
11. Application of Funds.
All funds received or held by the Company under this Plan
may be used for any corporate purpose.
12. Adjustment in Case of Changes Affecting Standex Stock.
If the outstanding shares of Standex stock are changed by
reason of a recapitalization or reclassification or if
there shall be a stock split, stock dividend, subdivision
or combination affecting the Standex stock, an appropriate
and proportionate adjustment shall be made in the maximum
number and kind of shares subject to this Plan. A
corresponding adjustment changing the number or kind of
shares allocated to unexercised options which shall have
been granted prior to any such change shall likewise be
made. Adjustments under this Section 12 shall be made by
the Board of Directors of the Company, whose determination
as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.
13. Administration.
The Salary and Employee Benefits Committee of the Board of
Directors of the Company (the "Committee") which shall be
made up of two or more directors each of whom is a
disinterested person as that term is defined in Section 16b-
(3)(c)(2)(i) of the Securities Exchange Act of 1934 (the
"1934 Act"), may from time to time impose, amend or repeal
such regulations, not inconsistent herewith, as it may deem
necessary for the proper administration of the Plan.
However, such regulations shall neither permit nor deny
participation in the Plan contrary to the requirements of
the Code (including, but not limited to, Section 423(b)(3),
(4) and (8) thereof) and regulations promulgated
thereunder.
14. Amendment of the Plan.
Either the Board of Directors of the Company or the
Committee may at any time, or from time to time, amend this
Plan in any respect, 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
(a) increasing the aggregate number of shares which may be
issued under this Plan (other than as provided in Section 12); or
(b) changing the class of employees eligible to receive options
under this Plan.
15. Effective Date of Plan.
This Plan shall take effect October 1, 1997, provided that
it is approved by the holders of a majority of the shares
of the Common Stock of the Company present, in person or by
proxy, and entitled to vote at the Annual Meeting of
Stockholders within the 12 months following that date.
16. Termination of the Plan
This Plan and all rights of employees under any offering
hereunder shall terminate:
(a) on the day that Participants become entitled to
purchase a number of shares equal to or greater
than the number of shares remaining available for
purchase. If the number of shares entitled to be
purchased is greater than the shares remaining
available, the available shares shall be allocated
by the Committee among such participating
employees in such manner as they deem fair; or
(b) at any time, at the discretion of the Committee.
Upon termination of this Plan, all amounts in the accounts
of Participants, to the extent not used to purchase shares
under the Plan, shall be promptly refunded.
17. Leaves of Absence
If a Participant ceases to receive compensation because of
an authorized leave of absence, sick leave, military
service or layoff or if a Participant becomes temporarily
ineligible because of a change of employment status, the
payroll deductions under this Plan will be automatically
suspended. Such payroll deductions will only be re-
established after the individual returns to full employment
status.
18. Government Regulations.
The Company's obligation to sell and deliver Standex stock
under this Plan is subject to compliance with any
governmental law, regulation or other requirement in
connection with the authorization, issuance or sale of such
stock.
19. Limitation Required by the Code.
No Participant shall be permitted to purchase shares of
Standex stock under all stock purchase plans of the
Company, its parents or subsidiaries, at a rate which
exceeds $25,000 of fair market value of such shares
(determined as of the Grant Date) in any calendar year.
20. Application of Section 16 of the 1934 Act.
With respect to persons subject to Section 16 of the 1934
Act, transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b-3 or its
successors under the 1934 Act. To the extent any provision
of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.
EXHIBIT 5
January 26, 1998
Standex International Corporation
6 Manor Parkway
Salem, NH 03079
Gentlemen:
I have prepared a Registration Statement on Form S-8 pursuant
to the Securities Act of 1933, as amended, (the "Registration
Statement") to be filed with the Securities and Exchange
Commission relating to an aggregate of 400,000 shares of the
Common Stock par value $1.50 per share (the "Shares") of Standex
International Corporation, a Delaware corporation (the
"Company"), issuable under the Employee Stock Purchase Plan of
the Company (the "Plan") which is approved by the stockholders of
the Company at the Annual Meeting of Stockholders held on October
28, 1997.
I am General Counsel and Secretary of the Company. I am
beneficial owner of 3,861 shares of Common stock (including
approximately 1,563 shares in my account as of September 30, 1997
under the Standex Employees' Stock Ownership Plan). I have
examined the Restated Certificate of Incorporation, as amended,
and By-laws of the Company, the Registration Statement and such
other documents as I have deemed material for the purposes of
this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
2. The Shares are duly authorized for issuance and, when issued
and paid for in accordance with the terms of the Plan, will have
been legally issued and will be fully paid and non-assessable.
The foregoing assumes that all necessary steps will have been
taken to comply with the requirements of the Securities Act of
1933, as amended, applicable requirements of state law regulating
the sale of securities and applicable requirements of the New
York Stock Exchange.
I hereby consent to the use of my name in the Registration
Statement and under the caption "Legal Opinion" in the Prospectus
which is incorporated in the Registration Statement, and to the
filing of this Opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Sincerely,
/s/Deborah A. Rosen
Deborah A. Rosen
General Counsel
DAR/dpr
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Standex International Corporation, on
Form S-8 of our report dated August 20, 1997, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Standex International Corporation for the year ended June 30,
1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 26, l998
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ John Bolten, Jr.
___________________________________
John Bolten, Jr.
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ William L. Brown
___________________________________
William L. Brown
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ David R. Crichton
___________________________________
David R. Crichton
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ Samuel S. Dennis 3d
___________________________________
Samuel S. Dennis 3d
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ William R. Fenoglio
___________________________________
William R. Fenoglio
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ Walter F. Greeley
___________________________________
Walter F. Greeley
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ Daniel B. Hogan
___________________________________
Daniel B. Hogan
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ C. Kevin Landry
___________________________________
C. Kevin Landry
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ H. Nicholas Muller, III
___________________________________
H. Nicholas Muller, III
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ Sol Sackel
___________________________________
Sol Sackel
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International
Corporation, hereby constitutes Lindsay M. Sedwick and Edward J.
Trainor, and each of them singly, my true and lawful attorney
with full power to them, and to each of them singly, to sign for
me and in my name, as director of Standex International
Corporation, the Registration Statement of Standex International
Corporation on Form S-8 to be filed with the Securities and
Exchange Commission, and any and all amendments to said
Registration Statement, and generally to do all such things in my
name and behalf in my capacity as director of Standex
International Corporation, to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming their
signatures or either of them singly as it my be signed to said
Registration Statement and any and all amendments thereto.
Witness my signature as of the 20 day of January, 1998.
/s/ Lindsay M. Sedwick
___________________________________
Lindsay M. Sedwick
