PROXY STATEMENT SUPPLEMENT
The following tables located on pages 9 and 11 of the Proxy Statement
dated as of September 18, 1998 are restated in their entirety as set forth
below.
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
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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 15,000 $ 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- 21,600 $ -0- $ -0-
Assistant to the President
Deborah A. Rosen(4) 1998 $152,500 $ 23,500 4,000 $ 7,700 $ 6,696(6)
Secretary
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<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 $121,968 received pursuant to the
Retirement Plan of the Company. Upon retirement Mr. King was no longer
a participant in the Company's bonus program.
</TABLE>
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The following table provides information on stock options exercised
during fiscal 1998 and options outstanding on June 30, 1998.
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
At Fiscal Year End Fiscal Year End($)(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 -0- -0- 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 1,600 $ 30,400 -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
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<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>
