(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
September 16, 1999
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 26, 1999 at 11:00 a.m.
We hope that you will be able to attend the meeting. However, whether
or not you plan to attend in person, please vote your proxy card promptly,
in accordance with the instructions on the card, in order 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 26, 1999, at 11:00 a.m.
local time for the following purposes:
1. To fix the number of directors at fourteen and to elect four
directors to hold office for three-year terms ending on the date
of the Annual Meeting of Stockholders in 2002;
2. To approve the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending
June 30, 2000; and
3. 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 8, 1999
will be entitled to notice of and to vote at the meeting.
Please vote by proxy using any one of the following methods:
(a) Use the toll free telephone number shown on your proxy card or
voting instructions form (if you receive proxy materials from a
broker or a bank);
(b) Visit the Internet Web site at: www.eproxyvote.com/sxi; or
(c) Mark, date, sign and mail your proxy card in the prepaid
envelope provided.
By Order of the Board of Directors,
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 16, 1999
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 OR VOTE YOUR SHARES
BY TELEPHONE OR THE INTERNET. 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 26, 1999
This Proxy Statement is being furnished on or about September 16,
1999, 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 26, 1999.
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 proposal 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 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 ratification of the appointment of Deloitte & Touche LLP as
independent auditors, stockholders should specify their choice 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 8, 1999 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
12,927,778 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. John Bolten,
Jr., David R. Crichton, Samuel S. Dennis 3d, and Daniel B. Hogan, Ph.D.,
identified below as nominees, for three-year terms expiring in 2002, 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 four 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,
1999 follows:
<TABLE>
<CAPTION>
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 2002 Certain Other Directorships
---------------------- ----------------------------
<S> <C>
John Bolten, Jr. + Consultant to the Company.
Director Since 1955
Age 79
David R. Crichton Executive Vice President/Operations of the Company since
Director Since 1992 June 1989.
Age 61
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 89 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 56 since 1996.
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2000 Certain Other Directorships
--------------------- ----------------------------
<S> <C>
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 60 1994.
Director of IPG, Inc.
Walter F. Greeley Chairman, High Street Associates, Inc. (a management and
Director Since 1989 acquisition group) since 1988.
Age 68
C. Kevin Landry* Managing Director and CEO, TA Associates, Inc. (a private
Director Since 1975 equity firm), Boston, MA since January 1994.
Age 55
Director of SBA Communications Corporation.
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 60 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 59 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.
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2001 Certain Other Directorships
--------------------- ----------------------------
<S> <C>
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 69 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
Director Since 1998 to the President/CEO of the Company from September 1997
Age 63 to June 1998 and prior thereto Partner of Deloitte & Touche LLP.
Sol Sackel Former Senior Vice President of the Company.
Director Since 1983
Age 75
- --------------------
<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, 1999 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. 206,362(3) 1.6
David R. Crichton 24,332(2) **
Samuel S. Dennis 3d 342,338(4) 2.7
William R. Fenoglio 1,000 **
Walter F. Greeley 2,500 **
Daniel B. Hogan, Ph.D. 4,560(5) **
Thomas L. King 152,716 1.2
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 4,130 **
Edward F. Paquette 17,735(2) **
Deborah A. Rosen 10,009(2) **
Sol Sackel 10,416 **
Edward J. Trainor 156,390(2) 1.2
All Directors and Executive Officers 960,046 7.4
as a Group (15 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, 1,000 shares for Mr. Fenoglio,
1,200 shares for Mr. Greeley, 4,000 shares for Mr. Landry, 602 shares
for Mr. Paquette, 10,416 shares for Mr. Sackel and 20,128 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 (58,515), 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, 1999, which are
vested to the accounts of Messrs. Crichton, 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, 1999: Mr. Trainor (118,200), Mr. Crichton (10,200), Mr.
Paquette (14,850), and Ms. Rosen (4,667).
<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 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, 1999.
<TABLE>
<CAPTION>
Beneficial Ownership
----------------------------
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
------------------- ------ ------------
<S> <C> <C>
American Express Trust Company 1,299,475(1) 10.0%
American Express Financial Corporation as trustee
of the Standex International Corporation Employees'
Stock Ownership Trust
1200 Northstar West
Minneapolis, MN 55440-0534
National Rural Electric 871,400(2) 6.7%
Cooperative Association
4301 Wilson Boulevard
Arlington, VA 22203
- --------------------
<F1> This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
<F2> National Rural Electric Cooperative Association is an employee
benefit plan pension fund subject to the provisions of ERISA. Its
beneficial ownership, as set forth in its most recent statement filed
as of March 30, 1999, on Form 13G, consists of 871,400 shares over
which it has sole voting power and sole dispositive 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, 1994 and the reinvestment of all dividends.
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------
6/94 6/95 6/96 6/97 6/98 6/99
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Standex International Corporation 100 122 113 123 124 118
Russell 2000 100 120 149 173 206 206
S & P Manufacturing (Diversified) 100 132 169 250 270 358
</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
objective 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 align directly 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 1999 Compensation of the Chief Executive Officer
Effective October 1, 1998, the base salary of Mr. Trainor, the Chief
Executive Officer, was increased from $600,000 to $633,000 per year. This
increase was intended to reflect the excellent performance of Mr. Trainor
during the fiscal year ended June 30, 1998. This increase keeps his salary
in line with that of other chief executives of companies the size and
complexity of Standex.
In fiscal 1998, most measures of the Company's performance improved
from 1997. Sales were up 9.1%, net income, excluding a restructuring
charge, increased by 4.6 %, earnings per share were up 6.5% and the total
return to stockholders was 1.3% for the fiscal year. In 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 1998 of $160,000.
Salary and Benefits Committee
Walter F. Greeley, Chairman
William L. Brown
Samuel S. Dennis 3d
Daniel B. Hogan
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 1999,
1998, and 1997, the cash compensation as well as certain other
compensation, paid to the named executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------------------
Annual Compensation Awards Payouts
------------------------------- ---------------- -------------
Restricted Securities
Name and Fiscal Stock Underlying LTIP All Other
Principal Position Year Salary($) Bonus($) Awards($)(6) Options /SARs(#) Payouts($)(1) Compensation(2)
------------------ ------ --------- -------- ------------ ---------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward J. Trainor 1999 $624,750 $160,000 $ -0- 50,000 $ 16,500 $ 8,611(4)
President/CEO 1998 $587,500 $150,000 $ -0- $ 29,260 $ 8,217(4)
1997 $520,000 $125,000 $ -0- $ 39,440 $ 3,198
Thomas L. King 1999 $ -0- $ -0- $ -0- $ 50,800 $770,378(3)
Chairman of the Board 1998 $516,667 $ -0- $ -0- $ 72,380 $770,378(3)
1997 $516,667 $ -0- $ -0- $120,640 $757,858(5)
David R. Crichton 1999 $363,500 $ 75,000 $ -0- $ 14,520 $ 10,893(4)
Executive Vice 1998 $318,750 $ 60,000 $ -0- 15,000 $ 26,180 $ 11,513(4)
President/Operations 1997 $262,500 $ 55,000 $ -0- $ 48,720 $ 5,696(4)
Edward F. Paquette 1999 $261,250 $ 35,000 $77,625 3,900 $ -0- $ 3,685(4)
Vice President/CFO 1998 $187,500 $ -0- $ -0- 21,600 $ -0- $ -0-
Deborah A. Rosen 1999 $176,375 $ 35,000 $ -0- $ 3,630 $ 8,611(4)
Secretary 1998 $152,500 $ 23,500 $ -0- 4,000 $ 7,700 $ 6,696(4)
- --------------------
<F1> 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.
<F2> 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 1999 were $4,611 for Messrs. Trainor and Crichton and
Ms. Rosen and $2,305 for Mr. Paquette; $4,217 for each of the named
executive officers during fiscal 1998 (excluding Mr. King); and
during fiscal 1997 were $3,198 for Messrs. Trainor and Crichton.
<F3> This amount reflects the payments made during fiscal 1999 and 1998 on
two ten-year temporary life annuities consisting of (i) $248,730
received pursuant to the Executive Security Program, and (ii)
$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.
<F4> This amount includes the dollar value of term life insurance premiums
paid by the Company for Mr. Crichton-$2,282 in 1999, $3,296 in 1998
and $2,498 in 1997. Also included are contributions to the Company's
401(k) Plan as follows: for 1999-$4,000 for Messrs. Trainor, Crichton
and Ms. Rosen and $1,380 for Mr. Paquette and in 1998-Mr. Trainor,
$4,000; Mr. Crichton, $4,000; and Ms. Rosen, $2,479.
<F5> This column reflects the payments made during fiscal 1997 on two ten-
year temporary life annuities consisting of (i) $248,730 received
pursuant to the Executive Security Program and (ii) $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.
<F6> This reflects a restricted stock grant of 3,000 shares, with an
aggregate value of $82,125, based on a market value of the stock on
June 30, 1999 of $27.375. There are no performance based restrictions
to vesting.The restricted stock vests in increments equal to one-
third of the total shares. Dividends will accrue and be paid in the
form of stock at the end of the vesting period. There were no other
restricted stock grants during fiscal 1999 to the other named
executives.
</TABLE>
--------------------
Stock Options
The following table provides information on stock options granted to
the named executives in fiscal 1999. This information is also provided in
the Summary Compensation Table, on page 9 of this proxy statement, in the
column entitled "Securities Underlying Options/SARs."
STOCK OPTION/ SAR GRANTS IN FISCAL 1999
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Number of
Securities % of Total Grant Date
Underlying Options Granted Exercise or Present
Options to Employees Base Price Expiration Value
Name Granted(#)(1) in Fiscal Year ($/Sh) Date ($)(2)
---- ------------- --------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Edward J. Trainor 50,000 53.9% $25.875 2/16/06 $396,725
Thomas L. King -0- - - - -
David R. Crichton -0- - - - -
Edward F. Paquette 3,900 4.2% $25.125 1/15/04 $ 27,153
Deborah A. Rosen -0- - - - -
- --------------------
<F1> Options granted are first exercisable one year from the respective
dates of grant in annual increments of one-third of the aggregate
shares subject to grant for Mr. Trainor and one-half of the aggregate
number of shares for Mr. Paquette. All options were granted at a
purchase price per share of 100% of the fair market value of the
Company's Common Stock on the date of grant. The options will be
exercisable immediately upon a change in control of the Company as
that term is defined in the 1994 Stock Option Plan and in the 1998
Long Term Incentive Plan of the Company under which Mr. Paquette's
and Mr. Trainor's options were respectively granted.
<F2> 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 option granted to Mr.
Paquette were: expected volatility-.322; risk free rate of return-
4.84%; dividend yield-3.03%; and time of exercise-5 years. The
assumptions used to calculate the Grant Date Present Value for Mr.
Trainor's options were: expected volatility-.301; risk free rate of
return-5.22%; dividend yield-2.94%; and time of exercise-7 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 1999 and options outstanding on June 30, 1999.
AGGREGATED OPTION/ SAR EXERCISES IN FISCAL 1999
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($)(2)
------------------------------ -----------------------
Shares Acquired Value Exercisable/(E) Exercisable/(E)
Name On Exercise (#) Realized ($)(1) Unexercisable/(U) Unexercisable/(U)
---- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Edward J. Trainor -0- -0- 98,200(E) $442,500(E)
74,800(U) -0-(U)
Thomas L. King -0- -0- -0-(E) -0-(E)
-0-(U) -0-(U)
David R. Crichton -0- -0- 10,200(E) -0-(E)
12,800(U) -0-(U)
Edward F. Paquette -0- -0- 8,300(E) $ 938(E)
17,200(U) -0-(U)
Deborah A. Rosen -0- -0- 4,667(E) -0-(E)
4,333(U) -0-(U)
- --------------------
<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, 1999 market price of $27.375 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 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, 1999 for the executive officers
named on the Summary Compensation Table are as follows: Edward J. Trainor-
15 years; David R. Crichton-27 years, and Deborah A. Rosen-13 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. Trainor, Crichton and Paquette each have employment
agreements with the Company, which provide for full-time employment for
Messrs. Trainor and Crichton through December 31, 2002, and full-time
employment until August 31, 2001 for Mr. Paquette. Messrs. Trainor's and
Crichton'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 to the executives along with participation in
benefit programs available to all executives. Their respective agreements
prohibit Messrs. Trainor, Crichton 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 $633,000, Mr.
Crichton receives $368,000 and Mr. Paquette receives $265,000.
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, 1999. 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 17% and 54% of the meetings, respectively.
The Board has a Salary and Employee Benefits Committee consisting of
Messrs. Greeley (Chairman), Dennis and Hogan. During fiscal 1999, the
Committee held four 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 , the 1994 Stock
Option Plan and the 1998 Long Term Incentive Plan.
Messrs. Brown (Chairman until October 27, 1998), Greeley, Fenoglio
and Landry (Chairman subsequent to October, 1998) serve on the Company's
Audit Committee. Mr. Brown retired on October 27,1998 pursuant to the
Company's Board of Directors Retirement Policy. During fiscal 1999, 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), Muller, Sackel 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 1999, the Company paid certain non-employee directors
$20,000 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, 1999, is as follows:
<TABLE>
<CAPTION>
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 1998 July 31, 1999
---------- ------------ -------------
<S> <C> <C>
Edward J. Trainor $77,264 $65,868
</TABLE>
PROPOSAL 2-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, 2000.
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 1999 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 2000 Annual Meeting of Stockholders must submit such proposal to the
Company, in writing, on or before May 19, 2000.
In order for a shareholder to bring other business before a
shareholder meeting, timely notice must be received by the Company on or
before August 5, 2000.
By the Board of Directors
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 16, 1999
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.
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 26, 1999 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,
1999 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 26, 1999 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 Proposal 2.
(Important- To be Signed and Dated on Reverse Side)
STANDEX INTERNATIONAL CORPORATION
6 MANOR PARKWAY
SALEM, NH 03079
Vote by Telephone
It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For
shareholders residing outside the United States call collect on a
touch-tone phone 1-201-536-8073.
3. Enter your 14-digit Voter Control Number located on your Proxy Card
above your name.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
Vote by Internet
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/sxi
3. Enter your 14-digit Voter Control Number located on your Proxy Card
above your name.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/sxi anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet.
[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 2002:
Nominees:
(01) John Bolten, Jr.,
(02) David R. Crichton,
(03) Samuel S. Dennis 3d,
(04) Daniel B. Hogan, Ph.D.
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
[ ]
------------------------------------------
For all nominees except as noted above
2. To approve the selection of Deloitte & Touche LLP as independent
auditors
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may come before the meeting.
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[ ] MARK HERE IF YOU PLAN TO ATTEND 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, trustees, partners, custodians, guardians, attorneys, and
corporate officers should add their full title.
