-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BOWQO/j+aDe3TumIN6BasMfhHTsXxD+xc7iEdikcSw3noJbboLj7ogvP6CHm+7K9 XZb7tFKLV7zMYi3s5037aQ== 0000310354-94-000013.txt : 19941021 0000310354-94-000013.hdr.sgml : 19941021 ACCESSION NUMBER: 0000310354-94-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940913 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: 3580 IRS NUMBER: 310596149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07233 FILM NUMBER: 94548788 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1994 Commission File Number 1-7233 STANDEX INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its Charter) DELAWARE 31-0596149 (State of incorporation) (I.R.S. Employer Identification No.) 6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079 (Address of principal executive offices) (Zip Code) (603) 893-9701 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934: Title of Each Class Name of Each Exchange on Which Registered Common Stock, Par Value $1.50 Per Share New York Stock Exchange Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The aggregate market value of the voting stock held by non-affiliates of the Registrant at July 31, 1994 was approximately $364,882,000. The number of shares of Registrant's Common Stock outstanding on September 7, 1994 was 14,601,491. Portions of the 1994 Annual Report to Stockholders of Registrant are incorporated in Parts I, II and IV of this report. Portions of the Proxy Statement of Registrant dated September 16, 1994 are incorporated in Part III of this report. ______________________________________________________________________________ ______________________________________________________________________________ PART I ITEM 1. BUSINESS Standex* is a diversified manufacturing and marketing company with operations in three product segments: Graphics/Mail Order, Institutional and Industrial. Standex was incorporated in 1975 and is the successor of a corporation organized in 1955. The business of the Company is carried on within the three segments by a number of operating units, each with its own organization. The management of each operating unit has responsibility for product development, manufacturing, marketing and for achieving a return on investment in accordance with the standards established by Standex. Overall supervision, coordination and financial control are maintained by the executive staff from its corporate headquarters located at 6 Manor Parkway, Salem, New Hampshire. As of June 30, 1994, the Company had approximately 5,100 employees. The principal products produced and services rendered by each of the segments of Standex are incorporated herein by reference to pages 4 through 11 of the Annual Report to Stockholders for the fiscal year ended June 30, 1994 (the "1994 Annual Report"). Sales are made both directly to customers and by or through manufacturers' representatives, dealers and distributors. The major markets for the above products and services are as follows: MAJOR PRODUCTS MAJOR MARKETS Graphics/Mail Order . Educational and religious Publishing: Standard Publishing religious Sunday schools, churches, periodicals, Sunday School vacation Bible schools; chain literature and supplies of 16 Berean bookstores . Commercial Printing General commerce and industry . Binding Systems and Office Supplies: Wire-O and Mult-O machinery and Printers, publishers of complete binding systems checkbooks, calendars, appointment books, cookbooks, catalogs, manuals, etc. *References in this Annual Report on Form 10-K to "Standex" or the "Company" shall mean Standex International Corporation and its subsidiaries. MAJOR PRODUCTS MAJOR MARKETS Graphics/Mail Order (continued) . Binding Systems, etc. (Continued): Specialized commercial and Manufacturers, advertisers, government forms and printing department stores, magazines, government and general industry . Distribution of office supplies and General commerce and industry furniture . Mail Order: Frank Lewis Grapefruit Club gift Direct to consumers packages, Harry's Crestview Groves grapefruit packages, grapefruit juice, grapefruit sections, onions, melons and roses Institutional Products . Food Service Equipment: USECO food service equipment and Hospitals, schools, nursing homes, patient feeding systems correctional facilities and restaurants Master-Bilt refrigerated beverage Hospitals, schools, fast food cases, coolers and freezers; industry, restaurants, hotels, Barbecue King ovens and baking clubs, supermarkets, beverage equipment; Federal Industries industry, bakeries, dairy and bakery and deli equipment; Mason convenience food chains candlelamps; Coors restaurant china and cookware; Red Goat waste disposers; EPCO food racks; General Slicing and Toastswell commercial appliances . Other Institutional Products: Jarvis & Jarvis, Can-Am Casters and General industry, hospitals and Wheels and PEMCO casters and supermarkets wheels; industrial hardware Snappy metal ducting and fittings Heating, ventilating and air conditioning distributors principally in Midwestern and Southwestern United States MAJOR PRODUCTS MAJOR MARKETS Institutional Products (continued): . Other Institutional Products (continued) National Metal fabricated metal Restaurants, retail stores, office products including Christmas tree furniture markets, stationary stands, speciality hardware and supply houses and other industries metal furniture Williams chiropractic and traction Chiropractors and physical tables and multi-therapy systems therapists (Zenith and CombiTM brands) Industrial Products . Texturizing Systems: Roehlen embossing rolls, machines General Industry (e.g. automotive, and plates; Mold-Tech mold plastics, textiles, paper, building engraving; Keller-Dorian print products, synthetic materials, rolls appliances, business machines, etc.) . Metal and Machinery Products: Procon rotary vane pumps Beverage industry, water purification industry, industrial heat exchanges and medical markets Spincraft power metal spinning OEMs, turbine and generator custom forming components for manufacturers, U.S. Government, aircraft engines, gas turbines, food handling, construction military ordnance and similar machinery, etc. products Custom Hoists single and double Automotive, construction, textile, acting telescopic and piston rod and paper industries hydraulic cylinders; Perkins converting and finishing machinery and systems; Alan Duffy web slitting and rewinding machinery MAJOR PRODUCTS MAJOR MARKETS Industrial Products (continued) . Electronics Standex reed switches and relays; Telecommunications, consumer EMI/RFI powerline filters; fixed electronics, automotive, security and variable inductors and systems, communications equipment, electronic assemblies; variable computers, instrumentation controls mica capacitors; and tunable inductors and micro coils Van Products electrical connectors Air conditioning, refrigeration Financial information on each of the product groups of Standex as well as financial information of non-U.S. operations is incorporated by reference to the note to the consolidated financial statements entitled Industry Segment Information on page 20 of the 1994 Annual Report. Raw Materials Raw materials and components necessary for the fabrication of products and the rendering of services for the Company are generally available from numerous sources. The Company does not foresee any unavailability of materials or components which would have any material adverse effect on its overall business, or any of its business segments, in the near term. Patents and Trademarks The Company owns or is licensed under a number of patents and trademarks in each of its product groups. However, the loss of any single patent or trademark would not, in the opinion of the Company, materially affect any segment. Backlog
Backlog at June 30, 1994 and 1993 is as follows (in thousands): 1994 1993 Graphics/Mail Order............ $7,599 $8,056 Institutional.................. 30,569 27,026 Industrial..................... 36,374 39,126 Total $74,542 $74,208 Substantially all of the backlog is expected to be realized as sales in fiscal 1995.
Competition Standex manufactures and markets products many of which have achieved a unique or leadership position in their market. However, the Company encounters competition in varying degrees in all product groups and for each product line. Competitors include domestic and foreign producers of the same and similar products. The principal methods of competition are price, delivery schedule, quality of services, product performance and other terms and conditions of sale. During fiscal 1994, the Company invested $13,238,000 in new plant and equipment in order to upgrade facilities to become more competitive in all segments. International Operations Substantially all international operations of the Company are related to domestic operations and are included in all three product groups. International operations are conducted at 34 plants, principally in Western Europe. The industry segment information regarding non-U.S. operations on page 20 of the 1994 Annual Report is incorporated herein by reference. Research and Development Due to the nature of the manufacturing operations of Standex and the types of products manufactured, expenditures for research and development are not material to any segment. Environmental and Other Matters To the best of its knowledge, the Company believes that it is presently in substantial compliance with all existing applicable environmental laws and does not anticipate that such compliance will have a material effect on its future capital expenditures, earnings or competitive position. ITEM 2. PROPERTIES At June 30, 1994, Standex operated a total of 86 principal plants and warehouses located through the United States, Western Europe, Canada, Australia and Mexico. The Company owned 48 of the facilities and the balance were leased. In addition, the Company operated 18 retail stores in various sections of the United States, of which 17 were leased. The approximate building space utilized by each product group of Standex at June 30, 1994 is as follows (in thousands): Area in Square Feet Owned Leased Graphics/Mail Order............ 574 314 Institutional.................. 1,437 509 Industrial..................... 923 200 General Corporate.............. 29 - Total..................... 2,963 1,023 In general, the buildings are in good condition, are considered to be adequate for the uses to which they are being put and are in regular use. The Company utilizes machinery and equipment which is necessary to conduct its operations. Substantially all of such machinery and equipment is owned by Standex. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to stockholders during the fourth quarter of the fiscal year. EXECUTIVE OFFICERS OF STANDEX Name Age Principal Occupation During the Past Five Years Thomas L. King 64 Chairman of the Board of the Company since January 1992, President of the Company since August 1984 and Chief Executive Officer of the Company since July 1985. Edward J. Trainor 54 President of the Company since July 1994; Vice President of the Company from July 1992 to July 1994 and President of the Standex Institutional Products Group of the Company from January 1987 to July 1994. David R. Crichton 56 Executive Vice President/Operations of the Company since June 1989; and prior thereto, President of Standex Precision Engineering Division of the Company from June 1987 to May 1989. Thomas H. DeWitt 52 Executive Vice President/Administration of the Company since January 1987 and General Counsel of the Company since October 1985. Lindsay M. Sedwick 59 Vice President of the Company since January 1990 and Treasurer of the Company since January 1986. Robert R. Kettinger 52 Corporate Controller of the Company since July 1991, and prior thereto Assistant Corporate Controller of the Company. Richard H. Booth 47 Corporate Counsel of the Company since June 1992 and Secretary of the Company since July 1992; Vice President, General Counsel and Secretary of Metcalf & Eddy Companies, Inc., from May 1989 to November 1991 and prior thereto Senior Group Counsel of The Gillette Company. The executive officers are elected each year by the Board of Directors to serve for one-year terms of office. There are no family relationships between any of the directors or executive officers of the Company. PART II ITEM 5. MARKET FOR STANDEX COMMON STOCK AND RELATED STOCKHOLDER MATTERS The principal market in which the Common Stock of Standex is traded is the New York Stock Exchange. The high and low sales prices for the Common Stock on the New York Stock Exchange and the dividends paid per Common Share for each quarter in the last two fiscal years are incorporated by reference to page 14 of the 1994 Annual Report. The approximate number of stockholders of record on September 7, 1994 was 4,500. ITEM 6. SELECTED FINANCIAL DATA Selected financial data for the five years ended June 30, 1994 is incorporated by reference to the table entitled "Five-Year Financial Review" on page 14 of the 1994 Annual Report. This summary should be read in conjunction with the consolidated financial statements and related notes included in the 1994 Annual Report on pages 15 through 22, and Exhibit 11 contained herein. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial condition and results of operations of the Company is incorporated by reference to pages 12 and 13 of the 1994 Annual Report. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is incorporated by reference to pages 14 through 23 of the 1994 Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF STANDEX Certain information concerning the directors of the Company is incorporated by reference to pages 2 through 6 and page 23 of the Proxy Statement of the Company, dated September 16, 1994 (the "1994 Proxy Statement"). Certain information concerning the executive officers of the Company is set forth in Part I under the caption "Executive Officers of Standex." ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation is incorporated by reference to pages 12 through 18 of the 1994 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The stock ownership of each person known to Standex to be the beneficial owner of more than 5% of its Common Stock and the stock ownership of all directors and executive officers of Standex as a group are incorporated by reference to pages 6 through 7 of the 1994 Proxy Statement. The beneficial ownership of Standex Common Stock of all directors and executive officers of the Company is incorporated by reference to pages 5 through 6 of the 1994 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is incorporated by reference to page 19 of the 1994 Proxy Statement. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements and Schedules The financial statements and schedules listed in the accompanying index to Financial Statements and Schedules are filed as part of this Annual Report on Consolidated Form 10-K. (b) Reports on Form 8-K Standex filed no reports on Form 8-K with the Securities and Exchange Commission during the last quarter of the fiscal year ended June 30, 1994. (c) Exhibits 3. (i) Restated Certificate of Incorporation of Standex, dated October 16, 1986, is incorporated by reference to the exhibits to the Quarterly Report of Standex on Form 10-Q for the fiscal quarter ended December 31, 1986. (ii) By-Laws of Standex, as amended, and restated on July 27, 1994. 4. (a) Agreement of the Company, dated September 15, 1981, to furnish a copy of any instrument with respect to certain other long-term debt to the Securities and Exchange Commission upon its request is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1981. (b) Shareholder Rights Plan and Trust Indenture of the Company is incorporated by reference to Amendment No. 1 to Form 8A filed with the Securities and Exchange Commission on May 16, 1989 and the Form 8A filed with the Securities and Exchange Commission on February 3, 1989. 10. (a) Employment Agreement, dated July 1, 1988, between the Company and Thomas L. King is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1988 (the "1988 10-K") and Agreement to Amend Employment Agreement dated September 18, 1989 is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1990 ("1990 10-K"). (b) Employment Agreement - 1993 Amendment dated July 28, 1993 between the Company and Thomas L. King is in corporate by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1993 ("1993 10-K"). (c) Employment Agreement dated January 29, 1993, between the Company and Thomas H. DeWitt is incorporated by reference to the exhibits to the 1993 10-K. (d) Employment Agreement dated January 29, 1993, between the Company and David R. Crichton is incorporated by reference to the exhibits to the 1993 10-K. (e) Employment Agreement dated January 29, 1993, between the Company and Lindsay M. Sedwick is incorporated by reference to the exhibits to the 1993 10-K. (f) Employment Agreement dated January 29, 1993, between the Company and Edward J. Trainor is incorporated by reference to the exhibits to the 1993 10-K. (g) Standex International Corporation Profit Improvement Participation Shares Plan as amended and restated on July 1, 1989 is incorporated by reference to the exhibits to the 1990 10-K. (h) Standex International Corporation Stock Option Loan Plan, effective January 1, 1985, as amended and restated on January 26, 1994. (i) Standex International Corporation Executive Security Program as amended and restated on July 27, 1994. (j) Standex International Corporation 1985 Stock Option Plan effective July 31, 1985, as amended on October 30, 1990, is incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1991. (k) Standex International Corporation Stock Appreciation Rights Plan effective July 31, 1985, is incorporated by reference to the exhibits to the 1985 10-K. (l) Standex International Corporation Executive Life Insurance Plan effective April 27, 1994. (m) Standex International Corporation 1994 Stock Option Plan effective July 27, 1994. 11. Computation of Per Share Earnings. 13. The Annual Report to Stockholders of the Company for the fiscal year ended June 30, 1994 (except for the pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Shareholders is provided solely for the information of the Securities and Exchanges Commission and is not deemed "filed" as part of this Form 10-K). 21. Subsidiaries of Standex. 23. Independent Auditors' Consent. 24. Powers of Attorney of John Bolten, Jr., William L. Brown, David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick. 27. Financial Data Schedule. (d) Schedules The schedules listed in the accompanying Index to Financial Statements and Schedules are filed as part of this Annual Report on Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Standex International Corporation has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on September 13, 1994. STANDEX INTERNATIONAL CORPORATION (Registrant) By: /s/Thomas L. King Thomas L. King, Chairman of the Board, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Standex International Corporation and in the capacities indicated on September 13, 1994: Signature Title /s/Thomas L. King Chairman of the Board, Chief Executive Thomas L. King Officer /s/Lindsay M. Sedwick Vice President/Treasurer (Chief Financial Lindsay M. Sedwick Officer) /s/Robert R. Kettinger Corporate Controller (Chief Accounting Robert R. Kettinger Officer) Thomas L. King, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on September 1, 1994 as attorney-in-fact for the following directors of the Registrant: John Bolten, Jr. Walter F. Greeley William L. Brown Daniel B. Hogan David R. Crichton C. Kevin Landry Samuel S. Dennis 3d H. Nicholas Muller, III Thomas H. DeWitt Sol Sackel Lindsay M. Sedwick /s/Thomas L. King Thomas L. King INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES | Page No. in Annual Report ("AR") Financial Statements Statements of Consolidated Income for the Years Ended June 30, 1994, 1993 and 1992...................... AR 15 Consolidated Balance Sheets at June 30, 1994 and 1993........... AR 16 Statements of Consolidated Stockholders' Equity for the Years Ended June 30, 1994, 1993 and 1992.................. AR 15 Statements of Consolidated Cash Flows for the Years Ended June 30, 1994, 1993 and 1992.................. AR 17 Notes to Consolidated Financial Statements...................... AR 18-22 Independent Auditors' Report relating to the Consolidated Financial Statements and Notes thereto........... AR 23 Schedules Schedule II Account Receivable from Related Parties and Underwriters, Promoters, and Employees other than Related Parties......................... 16 Schedule V Property, Plant and Equipment.................. 17 Schedule VI Accumulated Depreciation and Amortization of Property, Plant and Equipment................ 18 Schedule VIII Valuation and Qualifying Accounts.............. 19 Schedule X Supplementary Income Statement Information..... 20 Independent Auditors' Report relating to Schedules.............. 15 Schedules (consolidated) not listed above are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements submitted. INDEX TO ITEMS INCORPORATED BY REFERENCE Page No. in Annual Report ("AR") or Proxy Statement ("P") PART I Item 1 Business........................................... AR 4-11 Industry Segment Information....................... AR 20 PART II Item 5 Market for Standex Common Stock and Related Stockholder Matters.............................. AR 14 Item 6 Selected Financial Data............................ AR 14 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.............. AR 12-13 Item 8 Financial Statements and Supplementary Data........ AR 14-23 PART III Item 10 Directors and Executive Officers of Standex........ P 2-6;23 Item 11 Executive Compensation............................. P 12-18 Item 12 Security Ownership of Certain Beneficial Owners and Management....................................... P 6-7; 5-6 Item 13 Certain Relationships and Related Transactions..... P 19 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of STANDEX INTERNATIONAL CORPORATION: We have audited the consolidated financial statements of Standex International Corporation and subsidiaries as of June 30, 1994 and 1993 and for each of the three years in the period ended June 30, 1994, and have issued our report thereon dated August 16, 1994; such financial statements and report are included in your 1994 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Standex International Corporation and subsidiaries, listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Boston, Massachusetts August 16, 1994 Schedule II
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Balance at Deductions Beginning Amounts Amounts Balance at End of Period Name of Debtor (1) of Period Additions Collected Written Off Current Not Current June 30, 1994: Directors and officers, in excess of $100,000 at any time during the year: Lindsay Sedwick ................... $154,904 $18,745 $2,642 - - $171,007 All Others .......................... 132,349 553,085 200,184 - - 485,250 Total.............................. $287,253 $571,830 $202,826 - - $656,257 June 30, 1993: Directors and officers in excess of $100,000 at any time during the year: Lindsay Sedwick.................... - $157,051 $2,147 - - $154,904 All Others........................... $121,734 154,699 144,084 - - 132,349 Total.............................. $121,734 $311,750 $146,231 - - $287,253 June 30, 1992: All Directors and officers , none of which had in excess of $100,000 at any time during the year........... $271,845 $57,021 $207,132 - - $121,734 Total............................ $271,845 $57,021 $207,132 - - $121,734 _______________ (1) The Board of Directors of the Company has approved a Stock Option Loan Plan which makes loans available to all directors, officers and employees holding stock options for the purpose of exercising the options. The loans bear interest at the rate of 6% per year if issued prior to June 30, 1984; thereafter, the loans bear interest at market rates. The loan must be repaid within ten years. Regular quarterly payments are made by the loan recipients which reduce the outstanding indebtedness. The Company holds as collateral all stock received on the exercise of options under the Plan.
Schedule V
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Column F Balance at Other Changes-- Beginning Additions Reclassifications Balance at Classification of Year at Cost Retirements Add (Deduct) End of Year June 30, 1994: Land and land improvements........ $5,991,090 $157,407 $(16,500) $(53,857) $ 6,078,140 Buildings......................... 51,097,758 1,760,308 (1,540,594) (782,455) 50,535,017 Machinery and equipment........... 130,735,810 8,882,437(2) (2,143,603) (1,201,450) 136,273,194 Office furniture and fixtures..... 15,851,497 1,927,438 (833,141) (121,684) 16,824,110 Transportation equipment.......... 1,295,665 212,309 (177,308) (26,275) 1,304,391 Leasehold improvements............ 2,448,749 297,921 (141,435) (56,836) 2,548,399 Total......................... $207,420,569 $13,237,820 $(4,852,581) $(2,242,557)(1) $213,563,251 June 30, 1993: Land and land improvements........ $5,971,804 $104,244 $- $(84,958) $5,991,090 Buildings......................... 50,631,844 1,325,875 (46,063) (813,898) 51,097,758 Machinery and equipment........... 129,314,927 7,716,877)(2) (4,001,421) (2,294,573) 130,735,810 Office furniture and fixtures..... 15,017,766 1,188,306 (211,293) (143,282) 15,851,497 Transportation equipment.......... 1,363,828 239,648 (260,610) (47,201) 1,295,665 Leasehold improvements............ 2,533,388 152,350 (11,611) (225,378) 2,448,749 Total......................... $204,833,557 $10,727,300 $(4,530,998) $(3,609,290)(1) $207,420,569 June 30, 1992: Land and land improvements........ $5,461,879 $458,422 $(4,555) $56,058 $5,971,804 Buildings......................... 47,984,471 1,483,232 (100,986) 1,265,127 50,631,844 Machinery and equipment........... 116,670,163 11,133,621(2) (4,049,820) 5,560,963 129,314,927 Office furniture and fixtures..... 14,902,823 1,955,653 (2,039,771) 199,061 15,017,766 Transportation equipment.......... 1,286,254 141,168 (89,113) 25,519 1,363,828 Leasehold improvements............ 2,268,964 480,683 (257,899) 41,640 2,533,388 Total......................... $188,574,554 $15,652,779 $(6,542,144) $7,148,368(1) $204,833,557 (1) Includes foreign currency translation adjustments of $(2,176,215), $(3,471,259), and $2,314,616 in 1994, 1993 and 1992, respectively, and other amounts which are the result of business acquisitions and dispositions. (2) Primarily includes machinery and equipment used in the manufacturing process.
Schedule VI
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Column F Balance at Additions Other Changes-- Beginning Charged to Costs Reclassifications Balance at Classification of Year and Expenses Retirements Add (Deduct) End of Year June 30, 1994: Land and land improvements........ $627,508 $64,208 $- $(1,012) $690,704 Buildings......................... 20,141,593 1,456,901 (295,267) (207,143) 21,096,084 Machinery and equipment........... 82,781,232 8,368,717 (1,844,055) (946,497) 88,359,397 Office furniture and fixtures..... 10,921,944 1,524,884 (736,468) (55,790) 11,654,570 Transportation equipment.......... 790,034 186,106 (133,365) (14,156) 828,619 Leasehold improvements............ 1,239,243 151,208 (132,545) (21,211) 1,236,695 Total......................... $116,501,554 $11,752,024 $(3,141,700) $(1,245,809)(1) $123,866,069 June 30, 1993: Land and land improvements........ $562,719 $64,978 $- $(189) $627,508 Buildings......................... 18,871,804 1,528,321 (37,621) (220,911) 20,141,593 Machinery and equipment........... 78,996,750 8,582,745 (3,358,682) (1,439,581) 82,781,232 Office furniture and fixtures..... 9,629,513 1,576,734 (191,596) (92,707) 10,921,944 Transportation equipment.......... 759,796 222,260 (163,916) (28,106) 790,034 Leasehold improvements............ 1,142,321 170,523 (1,935) (71,666) 1,239,243 Total......................... $109,962,903 $12,145,561 $(3,753,750) $(1,853,160)(1) $116,501,554 June 30, 1992: Land and land improvements........ $498,322 $65,076 $(1,611) $932 $562,719 Buildings......................... 17,392,704 1,347,270 (92,887) 224,717 18,871,804 Machinery and equipment........... 73,031,350 7,961,264 (2,800,115) 804,251 78,996,750 Office furniture and fixtures..... 9,685,458 1,533,762 (1,641,933) 52,226 9,629,513 Transportation equipment.......... 617,446 199,257 (71,967) 15,060 759,796 Leasehold improvements............ 1,167,044 136,485 (164,609) 3,401 1,142,321 Total......................... $102,392,324 $11,243,114 $(4,773,122) $1,100,587(1) $109,962,903 (1)Includes foreign currency translation adjustments of $(1,182,309), $(1,811,257), and $1,217,972 in 1994, 1993 and 1992, respectively, and other amounts which are the result of business acquisitions and dispositions.
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Column C Column D Column E Balance at Additions Beginning Charged to Costs Charged to Balance at Description of Year and Expenses Other Accounts Deductions End of Year Allowances deducted from assets to which they apply--for doubtful accounts receivable: June 30, 1994................... $2,666,975 $1,486,902 $(1,566,732) (1) $2,587,145 June 30, 1993................... $2,718,138 $1,778,740 $(1,829,903) (1) $2,666,975 June 30, 1992................... $2,557,318 $2,161,369 $(2,000,549) (1) $2,718,138 (1) Accounts written off--net of recoveries.
Schedule X
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION For the Years Ended June 30, 1994, 1993 and 1992 Column A Column B Charged to Costs and Expenses Item 1994 1993 1992 Advertising costs.......... $8,128,263 $8,562,165 $9,157,419 Maintenance and repairs.... $8,019,546 $7,354,709 $6,919,721
INDEX TO EXHIBITS PAGE 3. (ii) By-Laws of Standex as amended and restated on July 27, 1994 ............................................ 10. (h) Standex International Corporation Stock Option Loan Plan, as amended and restated on January 26, 1994 ........ (i) Standex International Corporation Executive Security Program as amended and restated on July 27, 1994 ......... (l) Standex International Corporation Executive Life Insurance Plan effective April 27, 1994 .................. (m) Standex International Corporation 1994 Stock Option Plan effective July 27, 1994 ............................. 11. Computation of Per Share Earnings ........................ 13. The Annual Report to Stockholders of the Company for the fiscal year ended June 30, 1994 (except for the pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Shareholders is provided solely for the information of the Securities and Exchanges Commission and is not deemed "filed" as part of this Form 10-K) .......................................... 21. Subsidiaries of Registrant ............................... 23. Independent Auditors' Consent ............................ 24. Powers of Attorney of John Bolten, Jr., William L. Brown, David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt, Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick ....................................... 27. Financial Data Schedule .................................. EX-3 2 EXHIBIT 3(ii) STANDEX INTERNATIONAL CORPORATION (A Delaware Corporation) BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders, for the election of directors and the transaction of any other business properly brought before the meeting, shall, unless the Board of Directors shall determine otherwise, be held at 11:00 a.m. on the last Tuesday of October in each year, if not a legal holiday under the laws of the State of Delaware, and if a legal holiday, then on the next day which is not a legal holiday. Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise proscribed by statute or by the Certificate of Incorporation, may be called by the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the request in writing of either a majority of the directors or the holders of a majority of the capital stock of the Corporation then issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting. The business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting. Section 3. Notice of Meetings. Except as otherwise expressly required by law, notice of each meeting of stockholders, whether annual or special, shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder of record entitled to vote thereat by delivering a notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his address as it appears on the books of the Corporation, unless he shall have filed with the Secretary a written request that notices intended for him be sent to him at the address designated in such request. Notice shall be in writing and shall state the time when and the place where it is to be held. In the case of special meetings, the notice shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any adjourned meeting of stockholders shall not be required to be given except where expressly required by law or as required by Section 6 of this Article II. Section 4. Place, Date and Time of Meeting. Meetings of the stockholders of the Corporation shall be held at such place, date and time as may be fixed by the Board of Directors. If the Board shall not fix a place for such meetings, they shall be held at the principal executive offices of the Corporation in Salem, New Hampshire. Section 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the meeting, and may be inspected by any stockholder who is present. Section 6. Quorum; Adjournments. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the stock issued and outstanding and entitled to vote at a meeting of stockholders present in person or represented by proxy, shall constitute a quorum for the transaction of business. If however, such quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 7. Voting; Proxies. When a quorum is obtained at any meeting, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any matters brought before such meeting, unless the matter is one upon which, by express provision of law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such matter. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall, at every meeting of stockholders, be entitled to one vote for each share of the capital stock having voting power held by such stockholder and present in person or represented by proxy at the meeting. No proxy shall be voted after three years from its date, unless the proxy provides for a longer period. In each election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected. Section 8. Organization of Meetings. At every meeting of stockholders, the Chairman of the Board, or in the absence of the Chairman of the Board, the President or in the absence of both the Chairman of the Board and the President, a Vice President, or in the absence of the Chairman of the Board, the President and all the Vice Presidents, a chairman chosen by the stockholders, shall act as chairman; and the Secretary, or in his absence, a person appointed by the chairman, shall act as secretary. Section 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of all the outstanding stock of the Corporation. ARTICLE III DIRECTORS Section 1. Number and Term of Office. The Board of Directors shall be composed of not less than seven nor more than fifteen directors, as fixed by the stockholders from time to time. Notwithstanding anything to the contrary contained in the next paragraph or elsewhere in these By-Laws, no change in the number of directors shall result in the removal of any director prior to the expiration of his term of office or the reduction of his term of office. The directors shall be elected at the Annual Meeting of Stockholders, except as provided in Section 3 of this Article III. Directors need not be stockholders. The directors shall be divided into three classes: Class I, Class II, and Class III. Such classes shall be as nearly equal in number as possible. The term of office of the Class I directors shall expire at the Annual Meeting of Stockholders in 1981; the term of office of the Class II directors shall expire at the Annual Meeting of Stockholders in 1980; the term of office of the Class III directors will expire at the Annual Meeting of Stockholders in 1979; or in each case thereafter when their respective successors are elected and have qualified or upon their earlier death, resignation or removal. At each annual election held after classification and the initial election of directors according to classes, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third succeeding Annual Meeting of Stockholders or in each case thereafter when their respective successors are elected and have qualified or upon their earlier death, resignation or removal. If the number of directors is changed, any increase or decrease in directors shall be apportioned among the classes so as to maintain all classes as nearly equal in number as possible and any individual director elected to any such class shall hold office for a term which shall coincide with the term of such class. Section 2. Resignations; Removals. Any director may resign at any time by giving written notice to the Board of Directors, to the Chief Executive Officer or to the Secretary. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A director may be removed from office only for cause, by vote of the stockholders or by action of the Board. Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and any director so chosen shall hold office until the next election of the class for which such director shall have been chosen, and until his successor is duly elected and qualified or until his earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 4. Power to Manage Business. The business and affairs of the Corporation shall be managed by, or under the direction of, its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute or by the Certificate of Incorporation or by these By-Laws, directed or required to be exercised or done by the stockholders. Section 5. Annual Meeting. Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers and the transaction of other business, at the place where such election of directors was held. Notice of such meeting need not be given. In the absence of a quorum at said meeting, the same may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. Section 6. Regular Meeting. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by standing resolution of the Board. Section 7. Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board, by the President, or by two or more of the Directors, and shall be held at such time and place as shall be given by mail, telegram, telephone or orally, by or at the direction of the person or persons authorized to call such meeting, to each Director, not later than the day before the day on which the meeting is to be held. Section 8. Organization of Meetings. At every meeting of the Board of Directors, the Chairman of the Board, if one has been selected and is present, or in the absence of the Chairman of the Board, the Vice Chairman of the Board, or in the absence of the Chairman of the Board and the Vice Chairman of the Board, the President, or in the absence of the Chairman of the Board, the Vice Chairman of the Board and the President, a chairman chosen by a majority of the Directors present, shall preside; and the Secretary or, in his absence, a person appointed by the chairman, shall act as secretary. Section 9. Quorum; Voting; Adjournments. A majority of the directors then in office shall constitute a quorum for the transaction of business and, except as otherwise specifically provided by law or the Certificate of Incorporation, the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. In the absence of a quorum at any such meeting, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 10. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 12. Participation in Meetings. Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting. Section 13. Compensation of Directors. Each director shall be entitled to receive such compensation, if any, as may from time to time be fixed by the Board of Directors, including a fee, if any is so fixed, for each meeting of the Board or any committee thereof, regular or special, attended by him. Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from the place of each meeting of the Board or any such committee. ARTICLE IV OFFICERS Section 1. Number. The officers of the Corporation shall be a Chief Executive Officer, a Chairman of the Board, a President, a Secretary, a Treasurer, one or more Executive Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board of Directors may from time to time determine. Section 2. Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting, but the Board may elect officers or fill vacancies among the officers at any other meeting. Subject to earlier termination of office, each officer shall hold office for one year until his successor shall have been elected and qualified. Section 3. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, to the Chief Executive Officer or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal. Any officer elected by the Board of Directors may be removed at any time by the vote of a majority of the Board of Directors. Section 5. The Chief Executive Officer. The Chief Executive Officer of the Corporation shall have general supervision over the property, business and operations of the Corporation and over its several officers, subject to the control of the Board of Directors. The Chief Executive Officer shall see to it that the votes of the Board are carried out and, in general, shall perform all duties incident to the office. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board and any Vice Chairman of the Board, at meetings of the Board of Directors. Section 6. The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. Section 7. The President. In the absence or disability of the Chief Executive Officer or when so directed by the Chief Executive Officer, the President may perform all the duties of the Chief Executive Officer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer. The President shall perform such other duties as may be assigned to him by the Chief Executive Officer. Section 8. The Executive Vice Presidents. In the absence or disability of the Chief Executive Officer or the President or when so directed by the Chief Executive Officer or the President, any Executive Vice President may perform all the duties of the Chief Executive Officer or the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer or the President. The Executive Vice Presidents shall perform such other duties as may be assigned to them by the Board, the Chief Executive Officer or the President. Section 9. The Vice Presidents. In the absence or disability of the Chief Executive Officer, the President or the Executive Vice Presidents, or when so directed by the Chief Executive Officer, the President or any Executive Vice President, any Vice President designated by the Board may perform all of the duties of the Chief Executive Officer, the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer or the President. The Vice Presidents shall perform such other duties as may be assigned to them by the Board, the Chief Executive Officer, the President or any Executive Vice President. Section 10. The Secretary. The Secretary shall record all the votes of the stockholders and of the directors and the minutes of the meetings of stockholders and of the Board of Directors in a book or books to be kept for that purpose; he shall see that notices of meetings of stockholders and the Board are given and that all records and reports are properly kept and filed by the Corporation as required by law; he shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board or the Chief Executive Officer. Section 11. The Assistant Secretaries. In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties from time to time as may be assigned to them by the Board of Directors, the Chief Executive Officer or the Secretary. Section 12. The Treasurer. Subject to the provisions of any contract which may be entered into with any custodian pursuant to authority granted by the Board of Directors, the Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities; he shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts and warrants in its name and on its behalf and to give full discharge for the same; he shall deposit all funds of the Corporation, except such as may be required for current use, in such banks or other places of deposit as the Board of Directors may from time to time designate; and, in general, he shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board or the Chief Executive Officer. Section 13. The Assistant Treasurers. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform all such other duties as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer or the Treasurer. Section 14. Compensation of Officers. The compensation of all officers shall be fixed from time to time by the Board of Directors, or any committee or officer authorized by the Board so to do. No officer shall be precluded from receiving such compensation by reason of the fact that he is also a director of the Corporation. ARTICLE V CERTIFICATES OF STOCK; TRANSFERS Section 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to a certificate or certificates in such form as the Board of Directors shall prescribe, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 2. Transfers of Stock. Transfers of stock shall be made only on the books of the Corporation by the owner thereof or by his attorney thereunto authorized. Section 3. Closing of Transfer Books. The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payments of any dividend or other distribution or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period not exceeding sixty days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix, in advance, a date, which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to any other action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, to receive any allotment of rights, to exercise rights in respect of any change, conversion or exchange of capital stock, or to give any consent of stockholders for any purpose, and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting or any adjournment thereof, or entitled to receive payment of such dividend or other distribution, to receive such allotment or rights, to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. Section 4. Registered Stockholders. The Corporation shall be entitled to recognize, for all purposes, the person registered on its books as the owner of a share or shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. Section 5. Transfer Agent and Registrar; Regulations. The Corporation may, if and whenever the Board of Directors so determines, maintain, in the State of Delaware or any other state of the United States, one or more transfer offices or agencies, each in charge of a Transfer Agent designated by the Board, where the stock of the Corporation shall be transferable. If the Corporation maintains one or more such transfer offices or agencies, it also may, if and whenever the Board of Directors so determines, maintain one or more registry offices, each in charge of a registrar designated by the Board, where such stock shall be registered. No certificates for stock of the Corporation in respect of which a Transfer Agent shall have been designated shall be valid unless countersigned by such Transfer Agent, and no certificates for stock of the Corporation in respect of which both a Transfer Agent and a Registrar shall have been designated shall be valid unless countersigned by such Transfer Agent and registered by such Registrar. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates. Section 6. Lost, Destroyed and Mutilated Certificates. The Board of Directors, by standing resolution or by resolutions with respect to particular cases, may authorize the issue of new stock certificates in lieu of stock certificates lost, destroyed or mutilated, upon such terms and conditions as the Board may direct. ARTICLE VI GENERAL PROVISIONS Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall deem conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 2. Reports to Stockholders. The Board of Directors shall present at each annual meeting of stockholders, and at any special meeting of the stockholders, when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation. Section 3. Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July in each year. Section 5. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 6. Waiver of Notice. Whenever notice is required to be given under any provision of Delaware law or by the Certificate of Incorporation or By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation. ARTICLE VII AMENDMENTS Except to the extent otherwise provided in the Certificate of Incorporation, the By-Laws may be altered, amended, supplemented or repealed by the stockholders or by the Board of Directors at any regular meeting, or at any special meeting if notice of such alteration, amendment, supplement or repeal is contained in the notice of such special meeting. * * * * * * * * * * EX-10 3 Exhibit 10(h) Name of Employee ______________________ STANDEX INTERNATIONAL CORPORATION STOCK OPTION LOAN PLAN Exercise and Loan Agreement 1. Exercise of Stock Option. The undersigned employee (the "Employee") of Standex International Corporation, a Delaware corporation (the "Company") hereby exercises the stock option granted to him under the Company's Incentive Stock Option Plan to purchase ________ shares of the Common Stock, par value $1.50 per share, of the Company (collectively, the "Shares") at a price of $________ per share. 2. Terms of Loan. (a) Amount. The Company hereby agrees to loan to the Employee an amount equal to the total purchase price of the Shares (the "Loan"), and the Employee agrees that the proceeds of the Loan shall be used solely to purchase the Shares from the Company. The Loan shall be evidenced by a promissory note, substantially in the form of Exhibit A attached hereto. (b) Rate of Interest. The Loan shall bear interest on the unpaid balance thereof at the rate of __% per year, payable in quarterly installments commencing on the first dividend payment date after the Shares are issued to the Employee. (c) Cash Dividends. All cash dividends declared upon the Shares shall be forwarded to the Company within 30 days of receipt. Dividends shall be applied first against any interest on the unpaid balance of the Loan at the time of such dividend, and the remaining balance of such dividends shall be applied against any unpaid principal. (d) Payment of Interest. If the interest due each quarter is not paid by the surrender of the cash dividend, the Employee shall submit a personal check for the difference between the amount of the cash dividend and the interest then due. The Company may postpone the date for the payment of interest but not beyond the date when the principal amount of the Loan must be repaid. (e) Payment of Principal. The unpaid balance of principal must be paid to the Company, together with any unpaid interest, no later than 9 years from the date of this Agreement. (f) Termination of Employment. Ninety days after the termination of the employment of the Employee for any reason (including death) by the Company or any of its subsidiaries, the entire unpaid balance of the Loan, together with all unpaid interest, shall become immediately due and payable. (g) Payroll Deductions. Upon written notice to the Company, the Employee may elect to have the Company make installment payments against the unpaid balance of the Loan through deductions of specified amounts from the Employee's base pay. Any such election may be terminated by the Employee upon 30 days written notice to the Company. (h) Prepayment. The Employee may at any time prepay all or part of the principal of the Loan without premium or other penalty. 3. Issuance and Pledge of Shares. (a) Issuance of Shares. The Company shall issue certificates representing the Shares in the name of the Employee or, upon written request by the Employee, in the joint names of the employee and his spouse. (b) Pledge of Shares. The Employee shall pledge and assign all of the Shares to the Company as collateral security for payment of the principal of and interest on the Loan unless the Company determines that a lesser number of shares will give it adequate security. In order to implement this pledge, the Employee shall deliver to the Company a duly executed stock power authorizing the transfer of the Shares endorsed in blank by the Employee or, if necessary, jointly by the Employee and his spouse. (c) Additional Shares. Any new, additional or substituted shares issued while the Loan is outstanding with respect to the Shares, whether as a result of a stock dividend, stock split, reclassification, merger, reorganization or otherwise, shall be held by the Company as additional collateral security for the Loan and shall be subject in all respects to this Agreement unless the Company determines that it has adequate security for the Loan. (d) Voting of Shares. Unless and until a default is declared by the Company under this Agreement, the Employee shall be entitled to vote any and all of the Shares with the same force and effect as if the Shares were not pledged to the Company. (e) Prohibition on Sale. During the term of this Agreement, the Employee shall not sell, assign, transfer, pledge, encumber, grant any option with respect to, or otherwise dispose of the Shares. 4. Default. If the Employee (or his estate) fails for any reason to make any payment of principal or interest on the Loan within 30 days after the same shall become due and payable, the Company shall have the right to declare the Employee (or his estate) to be in default, and the entire unpaid balance of the Loan shall become immediately due and payable. In the event of such default, the Company may sell, assign and deliver the whole or from time to time any part of the Shares at any private sale or at public auction, with or without demand, advertisement or notice of the time or place of sale, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Company in its sole discretion may determine. The Company may purchase for its own account the whole or any part of the Shares. Any purchaser shall acquire good title to the Shares free of the lien of this Agreement and free of any right or equity of redemption. The net proceeds of any such sale shall be applied first to the payment of the full amount of principal and interest then due under the Loan, and second to the payment to the Employee of any excess proceeds, together with any of the Shares remaining unsold. 5. General. (a) Termination. This Agreement shall terminate upon the payment by the Employee of the full amount of the Loan or the satisfaction of the Loan by way of a sale of the Shares by the Company pursuant to Section 4. (b) Regulation G. The Employee shall cooperate with the Company in preparing any documents which must be filed in connection with the extension of credit under this Agreement in order to comply with the requirements of Regulation G of the Federal Reserve Board. (c) Notices. Any notices required or permitted by the terms of this Agreement shall be in writing addressed to the parties to this Agreement at their respective addresses indicated beneath their signatures below, or at such other address as either party may designate in writing to the other. (d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and Employee and their respective successors, assigns, heirs, executors, administrators and legal representatives. (e) Effective Date. The effective date of this Agreement is _______________________. STANDEX INTERNATIONAL CORPORATION 6 Manor Parkway Salem, New Hampshire 03079 _________________________________ ___________________________ Signature of Employee ___________________________ Type or Print Employee Name ___________________________ ___________________________ Address of Employee EX-10 4 EXHIBIT 10(i) STANDEX INTERNATIONAL CORPORATION EXECUTIVE SECURITY PROGRAM WHEREAS, STANDEX INTERNATIONAL CORPORATION, a Delaware corporation with its executive offices at 6 Manor Parkway, Salem, New Hampshire 03079 (hereinafter referred to as the "Corporation") is desirous of assisting certain key executives in saving for their retirement and in providing benefits to their families in the event of death; WHEREAS, the executives have unique and outstanding abilities and have performed their duties in a capable and efficient manner; and WHEREAS, the Corporation desires to retain the services of the executives; NOW, THEREFORE, the following program of benefits is hereby established for certain executives of the Corporation: 1. DEFINITIONS The following words and phrases are used in the Program and shall have the meanings set forth in this Section unless a different meaning is clearly required by the context: 1.01 "Age" shall mean age at nearest birthday. 1.02 "Annual Earnings" shall mean all earnings and/or net commissions of the Executive from the Corporation paid or made available which are reportable for Federal income tax purposes on Form W-2, or its successor, but not including, any reimbursement for expenses, or any income attributable to any of the following: (i) payment made by the Company in connection with a relocation; (ii) premiums paid by the Company for life insurance coverage from the Company; (iii) the exercise of any stock appreciation rights; (iv) the exercise of any stock option; (v) interest on a home purchase loan; (vi) the use of any Company-leased automobile. 1.03 "Beneficiary" shall mean any individual(s) or legal entity designated by an Executive to receive any benefit arising under this Program upon the death of such Executive. 1.04 "Effective Date" shall mean January 1, 1982. 1.05 "Executive" shall mean any person who was either a Division President or Senior Corporate officer of the Corporation on the Effective Date or was an Executive Vice President of the Corporation on September 1, 1989 and who serves the Corporation in one of these capacities up to his date of retirement or death. 1.06 "Fiduciary" shall mean and include the Corporation and any other person who: (a) exercises any discretionary authority or exercises any authority or control respecting management or disposition of assets under this Program; (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property held in the account, or has any authority or responsibility to do so; (c) is described as a "Fiduciary" in Section 3(14) or (21) of the Employee Retirement Income Security Act of 1974 or is designated to carry out Fiduciary responsibilities pursuant to this Program. 1.07 "Program" shall mean this Executive Security Program and the benefits for Executives provided hereunder. 2. PRE-RETIREMENT_BENEFITS In the event of the death of an Executive while employed by the Corporation, the Beneficiary shall be entitled to receive a death benefit which is calculated by multiplying the Annual Earnings of the Executive by a Death Benefit Factor derived from the following schedule: Age_of_Executive_at_Death Death_Benefit Factor Less than 45 years 4.5 45 to 49 years 4.0 50 to 54 years 3.5 55 and over years 3.0 The Annual Earnings of the Executive used in the above calculation shall depend on whether the date of death occurs before March 1st (the effective date for annual changes under the group life insurance contract) of any calendar year or on or after March 1st. If the date of death is before March 1st in any calendar year, the Annual Earnings used in the calculation shall be the Annual Earnings in the calendar year in which falls the day which is exactly two years prior to the date of death. If the date of death is on or after March 1st in any calendar year, the Annual Earnings shall be those in the immediately preceding calendar year. Such pre-retirement death benefit shall be payable pursuant to a group life insurance contract maintained by the Corporation, only if and to the extent that the group life insurance contract provides for such payment, and any balance of the pre-retirement death benefit shall be payable directly by the Corporation and not pursuant to the group life insurance contract. 3. POST-RETIREMENT_BENEFITS In the event that the Executive's employment with the Corporation shall terminate by reason of his retirement as provided in Section 4 hereof, the post-retirement death benefit payable to the Beneficiary in the event of the Executive's subsequent death shall be an amount equal to three times the Executive's Annual Earnings in either the calendar year in which he retires or in the immediately preceding calendar year (whichever year results in the greater Annual Earnings). The post-retirement death benefit shall be payable pursuant to the group life insurance contract only to the extent that the group life insurance contract provides for such payment. The balance of the post-retirement death benefit shall be payable directly by the Corporation and not pursuant to the group life insurance contract. The Corporation may determine that, in lieu of the post-retirement death benefit mentioned in the immediately preceding paragraph, the Executive shall receive supplemental retirement income payable to the Executive in 120 equal monthly installments beginning the month in which the Executive begins to receive his pension under the Standex Retirement Plan. The total amount of such retirement income shall equal the post-retirement death benefit. The amount of each monthly installment shall be the post-retirement death benefit divided by 120. In the event of the Executive's death while receiving such supplemental retirement income, any unpaid monthly payments shall be paid to the Beneficiary from the Corporation in a lump sum, if the Beneficiary shall have survived the Executive. If the Beneficiary shall not have survived the Executive, any unpaid monthly payments shall be paid to the estate of the Executive. 4. RETIREMENT For purposes of this Program, retirement shall mean whenever an Executive has terminated employment with the Corporation such that, under the Standex International Corporation Retirement Plan, he is considered as retired and receiving a pension. In addition, for purposes of this Program, an Employee shall be deemed to have retired in the event of a change in control of the Corporation (which would be required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934) and the Executive chooses to terminate his employment because of: (i) a change in the Executives general area of responsibility, title or place of employment; or (ii) the Executive's salary or benefits are lessened or diminished. 5. LIFE INSURANCE The Corporation shall pay all premiums for the group life insurance contract mentioned in Sections 2 and 3 hereof. The Corporation may, in its sole discretion, purchase and be the owner of permanent insurance policies on the life of an Executive. Any proceeds payable pursuant to such corporate-owned insurance policies shall be payable to the Corporation. By accepting this Program, the Executive agrees to take any action required to enable the Corporation to purchase and maintain such insurance. 6. NON-SECURED_PROMISE Any asset or investment held by the Corporation in connection with the liabilities assumed by it hereunder shall be a general asset of the Corporation, and shall not be pledged for the payment or to secure any obligation of the Corporation, and the promise to pay any benefit hereunder is a non-secured, general liability of the Corporation. 7. ASSIGNMENT No Executive nor any Beneficiary shall have any right to commute, sell, assign, transfer, pledge or hypothecate or otherwise convey the right to receive any payment hereunder (whether by operation of law or otherwise) nor shall any such rights be subject to execution, attachment or similar process. Such payments and the right thereto are expressly declared to be non-assignable and non-transferable. Any such attempted assignment, transfer, levy of any attachment or similar process shall have no effect or validity. Notwithstanding the foregoing, to the extent an Executive shall have any rights under the group life insurance coverage to assign that coverage, such assignment shall be permitted but only in accordance with the terms of the group life insurance contact. 8. INDEPENDENCE_OF_PROGRAM The benefits provided under this Program shall be independent of, and in addition to, any other benefits provided by the Corporation or any compensation payable by the Corporation to the Executive. This Program shall not be deemed to constitute a contract of service between the Corporation and any Executive, nor shall any provision hereof restrict the right of the Corporation to discharge an Executive or restrict the right of an Executive to terminate his services. 9. NO VESTING OF BENEFITS All benefits and all rights of each Executive covered under this Program shall terminate in the event that the Executive's employment with the Corporation shall terminate for any reason other than death or retirement as provided in Section 4. 10. MODIFICATION_OR_REVOCATION_OF_PROGRAM The Corporation reserves the right to modify or revoke this Program in whole or in part at any time, provided that no such modification or revocation shall reduce or terminate any pre-retirement benefits or post-retirement benefits to an Executive or his Beneficiary. 11. NAMED_FIDUCIARY 11.01 THOMAS H. DEWITT, is hereby designated as the Named Fiduciary of the Program, in accordance with the Employee Retirement Income Security Act of 1974 (ERISA), and shall serve in such capacity until resignation or removal by the Board of Directors of the Corporation and appointment of a successor by duly adopted resolution of the Board. 11.02 The Named Fiduciary shall have the authority to control and manage the operation and administration of the Program. However, the Named Fiduciary may in his discretion allocate his responsibilities for the operation and administration of the Program, including the designation of persons who are not Named Fiduciaries to carry out fiduciary responsibilities. The Named Fiduciary shall effect such allocation of his responsibilities by delivering to the Corporation a written instrument signed by him that specifies the nature and extent of the responsibilities allocated, including, if appropriate, the persons, not Named Fiduciaries, who are designated to carry out fiduciary responsibilities under the Program. 11.03 The Named Fiduciary designated or appointed under the terms of Paragraph 11.01 above, is hereby designated as the Plan Administrator of the Program. 12. CLAIMS_PROCEDURE The following Claims Procedure shall control the determination of benefit payments under this Program: 12.01 Filing of a Claim for Benefits If the Executive or his Beneficiary believes he is entitled to receive benefits under the Program, he must submit a written claim for benefits, on a form supplied by said Fiduciary, to the Named Fiduciary. The Named Fiduciary's independent decision on the claimant's claim for benefits shall be determinative of whether or not the Executive or his Beneficiary shall be entitled to receive benefits under this Program. 12.02 Denial of Claim A claim for benefits under the Program will be denied if the Named Fiduciary determines that the claimant is not entitled to receive benefits under the Program. Notice of a denial shall be furnished to the claimant within a reasonable period of time after receipt of the claim for benefits by the Named Fiduciary. 12.03 Content of Notice The Named Fiduciary shall provide to every claimant who is denied a claim for benefits written notice setting forth, in a manner reasonably calculated to be understood by the claimant, the following: (i) The specific reason or reasons for the denial; (ii) Specific reference to pertinent Program provisions on which the denial is based; (iii) A description of any additional material or information necessary to the claimant to perfect the claim, and an explanation of why such material or information is necessary; and (iv) An explanation of the Program's Claim Review Procedure as set forth below. 12.04 Review Procedure The purpose of this Review Procedure is to provide a method by which a claimant may have a reasonable opportunity to appeal a denial of a claim to the Named Fiduciary for a full and fair review. To accomplish that purpose, the claimant or his duly authorized representative: (i) May request a review upon written application to the Named Fiduciary; (ii) May review pertinent Program documents; and (iii) May submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with the Named Fiduciary at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. 12.05 Decision on Review A decision on review of a denied claim shall be made in the following manner: (i) The decision on review shall be made by the Salary and Employee Benefits Committee of the Board of Directors of the Corporation, which may in its discretion hold a hearing on the denied claim. Such decision shall be made promptly, and not later than 60 days after receipt of the request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. (ii) The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner reasonably calculated to be understood by the claimant, and specific references to the pertinent Program provisions upon which the decision is based. 13. MISCELLANEOUS The singular where used in this Program shall include the plural and vice versa, wherever the context so requires. Any provision in the masculine gender shall be defined where appropriate to include the feminine or neuter gender. 14. GOVERNING_LAW It is the intention of the parties that this Program and the performance of the parties hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State in which the Corporation is domiciled and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Program, the laws of such State shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. If any provision of this Program shall be held invalid or illegal for any reason, such determination shall not affect the remaining provisions of this Program, and it shall be construed as if said invalid or illegal provision had never been included. EX-10 5 Exhibit 10(l) STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN This Executive Life Insurance Plan (the "Plan") is adopted as of the 8th day of June, 1994 (the "Effective Date") by Standex International Corporation, a Delaware corporation, with executive offices at 6 Manor Parkway, Salem, New Hampshire 03079 (the "Company"). ARTICLE 1 Purpose The purpose of the Plan is to provide a life insurance benefit and, with the consent of the Company, a supplemental retirement benefit in lieu of the life insurance benefit to certain Employees of the Company in order to encourage such Employees to continue their employment and to induce desirable persons to enter into the Company's employ in the future. ARTICLE 2 Definitions Except as otherwise provided, the following terms shall have the definitions indicated in this Article 2 whenever used in this Plan with initial capital letters: "Beneficiary" means the person or persons designated on the Designation of Beneficiary Form (attached hereto as Exhibit B) as the recipient of a death benefit. "Compensation" means all earnings and/or net commissions of a Participant from the Company paid or made available with respect to a calendar year which are reportable for federal income tax purposes on Form W-2 (or its successor), but not including, any reimbursement for expenses, or any income attributable to: (a) payments made by the Company in connection with a relocation; (b) premiums paid by the Company for life insurance coverage; (c) the exercise of any stock appreciation rights; (d) the exercise of any stock option; (e) interest on a home purchase loan or stock option loan; or (f) the use of any Company-owned or Company-leased automobile. "Eligible Employee" means an Employee who has been designated by the Chief Executive Officer of the Company and approved by the Company's Board of Directors as being eligible to participate in the Plan. "Employee" means any person employed by the Company on a regular, full-time, salaried basis. "Enrollment Agreement" means the written agreement substantially in the form of Exhibit A attached hereto entered into by the Company and an Eligible Employee pursuant to which the Eligible Employee becomes a Participant in the Plan. "Insurer" means such insurance company which the Company may from time to time utilize to provide insurance coverage for certain benefits under the Plan. "Participant" means an Eligible Employee who has filed a completed and executed Enrollment Agreement with the Company, which Enrollment Agreement has been executed by the Company. "Policy" with respect to a particular Participant means any policy or policies of life insurance on that Participant's life acquired by the Company to provide the life insurance benefits under this Plan. "Retire or Retirement" means a situation in which a Participant has terminated employment with the Company such that, under the Standex International Corporation Retirement Plan, he or she is considered as retired and receiving benefits thereunder or about to receive such benefits. "Supplemental Retirement Income Benefit" means the benefit payable to a Participant in accordance with Article 4 of this Plan. ARTICLE 3 Life Insurance Benefit 3.01 Insurance Policy. The Company has purchased or will purchase a Policy from the Insurer with respect to each Participant in this Plan, provided the Participant is able to meet the requirements of the Insurer including, but not limited to physical condition and risk factors. The Company and the Participant agree to take all reasonable actions to cause the Insurer to issue the Policy. 3.02 Ownership of Policy. Except as may otherwise be provided herein, the Company shall be the sole and absolute owner of the Policy, and may exercise any and all ownership rights granted to the owner thereof by the terms of the Policy. 3.03 Payment of Death Benefit Prior to Retirement. (a) Upon the death of a Participant while the Participant is an Employee of the Company the total amount provided as a death benefit under the Policy shall be paid in the following order of priority: (1) All loans against the Policy shall first be repaid; (2) The Company shall, to the extent that the Policy proceeds have not be exhausted, next be paid from the death benefit the total amount of the Policy premiums on such Policy claimed to have been paid by the Company since the Policy was taken out; (3) The Participant's Beneficiary, as provided in the applicable Designation of Beneficiary Form shall, to the extent that the Policy proceeds have not be exhausted, next be paid an amount equal to three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her death occurs; and (4) The Company shall receive the balance, if any, of the death benefit remaining after the payments provided for above. (b) Notwithstanding any provision to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Participant but, in lieu thereof, the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Participant's Beneficiary shall share such premiums based on their respective cumulative payments toward those premiums. 3.04 Designation of Beneficiary. The Participant may select one or more Beneficiaries to receive the portion of the death benefit specified in Section 3.03(a)(3) by completing the Designation of Beneficiary Form attached hereto as Exhibit B and by delivering the form to the Company. Upon receipt of such form, the Company shall execute and deliver to the Insurer a Disposition of Proceeds Endorsement (Exhibit C) with the Beneficiary Designation Form attached. 3.05 Dividends. Any dividend declared on the Policy shall be applied to purchase paid-up additional insurance on the life of the Participant. The Company and the Participant agree that the dividend election provisions of the Policy shall be consistent with this provision. 3.06 Payment of Premiums. On or before the due date of each Policy premium, or within the grace period provided therein, the Company shall, except to the extent premiums are satisfied with borrowings under the Policy, pay the full amount of the premium to the Insurer and shall, upon request, promptly furnish the Participant evidence of timely payment of such premium. On or about December 15th in each year prior to Retirement, each Participant will contribute to the cost of maintaining the Policy or Policies on his or her life by paying to the Company an amount equal to the economic benefit (based on the lowest term life insurance rates of the Insurer) of the life insurance coverage provided by the Policy or Policies. On or about December 1st in each year, the Company shall furnish to the Participant a statement estimating the economic benefit of such coverage. 3.07 Continuation of Life Insurance Benefit in Retirement; Vested Amount. A Participant who Retires from employment with the Company shall, to the extent he or she is vested on his or her retirement date, be continued to be covered by the Policy for the balance of his or her life as long as he or she has not begun to receive the Supplemental Retirement Income Benefit specified in Article 4. Upon the death of a Retired Participant the total amount provided as a death benefit under the Policy shall be paid in the order of priority and in the amounts specified in Section 3.03(a), provided, however, that the amount paid under subsection (3) of that Section shall be three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her Retirement occurred multiplied by the applicable percentage from the following table: Number of Full Years of Employment With the Company in the capacity of Division President or Executive Corporate Officer Percentage 5 0 6 20% 7 40% 8 60% 9 80% 10 or more 100% 3.08 Limitation on Benefits. A Participant's benefit and the benefit of any Beneficiary under this Article 3 are subject to such Participant having satisfied any requirements of the Insurer as to certain conditions, including good health, at the time that the Company applies for new or increased insurance coverage to provide benefits hereunder. 3.09 Assignment of Participant's Interest in Insurance. Notwithstanding any provision hereof to the contrary, a Participant shall have the right to absolutely and irrevocably assign by gift all of the Participant's right, title and interest in and to the life insurance death benefits provided under this Article 3. This right shall be exerciseable by the execution and delivery to the Company of a written assignment, in substantially the form attached hereto as Exhibit D. Upon receipt of such written assignment executed by the Participant and duly accepted by the assignee thereof, the Company shall consent thereto in writing, and shall thereafter treat the Participant's assignee as the sole owner of all of the Participant's right, title and interest in and to the life insurance death benefits provided under this Article 3. Thereafter, the Participant shall have no right, title or interest in and to such death benefits. The Participant's assignment of all of his or her right, title and interest in and to the death benefit shall not reduce or eliminate the Participant's conditional right to receive the Supplemental Retirement Income Benefit under Article 4. 3.10 Termination of Participation in Life Insurance Benefit. The participation of any Participant in the Life Insurance Benefit provided in this Article 3 will be automatically terminated by the occurrence of any of the following: (a) Written notice from the Participant to the Company of a desire to terminate participation in the Plan; (b) Deposit by the Company of the first payment of the Supplemental Retirement Income Benefit in the U. S. Mails. (c) Termination of the Participant's employment with the Company (other than due to the Participant's death) prior to Retirement; or (d) The removal of the Participant from the position of a Division President or an Executive Corporate Officer of the Company (other than upon death or Retirement). 3.11 Disposition of Policy Upon Termination of Participation. Upon termination of a Participant's participation in the Life Insurance Benefit for any reason listed in Section 3.10, all of the rights of the Participant in or to the Policy or those of his or her assignee, or any of their heirs, assigns or beneficiaries shall be automatically terminated and released. The Company may surrender or cancel the Policy for its cash surrender value, or it may change the beneficiary designation provisions of the Policy, naming itself or any other person or entity as revocable beneficiary thereof, or exercise any other ownership rights in and to such Policy. ARTICLE 4 Supplemental Retirement Income Benefit 4.01 Eligibility for Benefit. A Participant may request participation in the Supplemental Retirement Income Benefit in lieu of coverage under the Life Insurance Benefit. Upon consent of the Company to such request, the Participant shall be eligible to receive a Supplemental Retirement Income Benefit provided hereunder from the Company provided the Participant Retires from employment with the Company. Notwithstanding any other provision hereof, the Participant's entitlement to receive this Supplemental Retirement Income Benefit shall terminate, without notice, in the event of the death of the Participant prior to the deposit in the U. S. Mails by the Company of the first payment of the Supplemental Retirement Income Benefit. 4.02 Vesting. A Participant's conditional right to receive the Supplemental Retirement Income Benefit at Retirement shall vest 20% per year (up to a maximum of 100%) upon the completion of each full year in the capacity of Division President or Executive Corporate Officer of the Company with said vesting commencing upon the completion of the Participant's employment for five full years in such a capacity. This vesting is illustrated in the following table: Number of Full Years of Employment With the Company in the capacity of Division President or Vesting Executive Corporate Officer Percentage 5 0 6 20% 7 40% 8 60% 9 80% 10 or more 100% 4.03 Amount of Benefit. Each monthly Supplemental Retirement Income Benefit payment shall be equal to one-twelfth of thirty percent (30%) of the average of the Participant's Compensation for the three consecutive calendar years of highest Compensation preceding the date on which the Participant Retires and then multiplied by the Participant's vesting percentage (as set forth in the vesting table in Section 4.02) at the time of Retirement. The payments shall be in the form of substantially equal monthly installment payments, for a period of 10 years, commencing as soon as practicable following the date the Participant Retires from employment with the Company. 4.04 Death Benefit After Commencement of Retirement Benefits. In the event of the Participant's death after the deposit in the U. S. Mails by the Company of the first payment of the Supplemental Retirement Income Benefit, but prior to the completion of all such payments due and owing hereunder, 50% of the monthly amount previously paid to the Participant shall be continued to be paid to the Participant's surviving spouse, if any, on a monthly basis, until the earlier of: (i) the expiration of the original 10 year period or (ii) the death of the spouse. If Participant has no spouse living at the time of the Participant's death, the payments will then cease. 4.05 Offset for Obligations to Company. If, at such time as the Participant becomes entitled to receive Supplemental Retirement Income Benefit payments pursuant to this Article 4, the Participant has any debt, obligation or other liability representing an amount due and owing to the Company, the Company may offset the amount owed it against the amount of benefits otherwise distributable hereunder. 4.06 No Trust Created. Notwithstanding anything in this Plan, no action taken pursuant to its provisions by either the Company or any Participant shall create, or be construed to create, a trust of any kind, or a fiduciary relationship between the Company and the Participant, his or her spouse or any other person or entity except to the limited extent set forth in Section 5.01 herein. 4.07 Benefits Payable Only From General Corporate Assets; Unsecured General Creditor Status of Participant. Supplemental Retirement Income Benefit payments to the Participant or his or her spouse shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Company. No persons shall have any interest in any such assets by virtue of the provisions of this Plan. The Company's obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Company under the provisions of this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 4.08 Benefits Not Transferable. Neither the Participant, his or her spouse, his or her Beneficiary, nor any other person with a beneficial interest under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable under this Article 4. No such amounts shall be subject to seizure by any creditor or any such Beneficiary, by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of bankruptcy, insolvency or death of the Participant, his or her spouse, his or her Beneficiary, or any other person with a beneficial interest hereunder. Any such attempt at assignment or transfer shall be void. These restrictions on the transfer or assignment shall not limit the Participant's right to assign his right, title and interest in the life insurance death benefit provided in Section 3.09. ARTICLE 5 Plan Administration 5.01 Named Fiduciary, Determination of Benefits, Claims Procedure and Administration. The Company is hereby designated as the named fiduciary under this Plan. The named fiduciary shall have authority to control and manage the operation and administration of this Plan through a plan administrator designated by it, and it shall be responsible for establishing and carrying out a funding policy and method consistent with the objectives of this Plan. The Company shall also have the power to establish, adopt or revise such rules and regulations as it may deem advisable for the administration of the Plan. The interpretation and construction of the Plan by the Company and any action taken thereunder, shall be binding and conclusive upon all parties in interest. No officer, Employee or agent of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of the Plan, so long as such action or omission to act is made in good faith. An Employee of the Company serving as plan administrator shall be eligible to participate in the Plan while serving as such, but no such Employee shall vote or act upon any matter that relates solely to such Employee's interest in the Plan as a Participant. 5.02 Claim Procedures (a) Claim. A person who believes that he is being denied a benefit to which he is entitled under the Plan (hereinafter referred to as a "Claimant") may file a written request for such benefit with the Company, setting forth his or her claim. The request must be addressed to the CEO of the Company at its then principal executive offices. (b) Claim Decision. Upon receipt of a claim, the CEO shall advise the Claimant that a reply will be forthcoming within 90 days and shall, in fact, deliver such reply within such period. The CEO may, however, extend the reply period for an additional 90 days for reasonable cause. If the claim is denied in whole or in part, the CEO shall issue a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) the specific reason or reasons for such denial; (ii) the specific reference to pertinent provisions of this Plan on which such denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; and (iv) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review. ARTICLE 6 Miscellaneous 6.01 No Contract of Employment. Nothing contained herein shall be construed to be a contract of employment for any period of time, nor as conferring upon a Participant the right to continue in the employ of the Company in any capacity. 6.02 Amendment of Plan. This Plan may be amended by the Company at any time, by delivery of written notice of such amendment to the Participants, provided, however, that no such amendment shall in any material way adversely affect any rights of a Participant, to the extent vested, in the Life Insurance Benefit after Retirement or any rights of a Retired Participant or spouse who is receiving payments under the Supplemental Retirement Income Benefit. 6.03 Conflicting Provisions. In the event of a conflict between the provisions of this Plan and the provisions of any endorsement to a Policy, beneficiary designation or other document related to a Policy, the provisions of this Plan shall prevail. No party shall assert or enforce any right which it may have in a Policy, the beneficiary designation thereunder, or other document which is inconsistent with the rights established by this Plan. 6.04 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party's last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of notice, consent or demand. Either party may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid. 6.05 Governing Law. This Plan shall be governed by and construed in accordance with the internal laws of the State of New Hampshire. IN WITNESS WHEREOF, the Company has executed this Plan, such execution first having been duly authorized by the Salary and Employee Benefits Committee of the Board of Directors of the Company pursuant to a delegation of authority from said Board of Directors. STANDEX INTERNATIONAL CORPORATION By:/s/Thomas L. King Title: Chairman of the Board/C.E.O. EXHIBIT A ENROLLMENT AGREEMENT STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN Name of Employee: Social Security No.: I hereby elect to participate in the Executive Life Insurance Plan (the "Plan") of Standex International Corporation (the "Company"), a copy of which I have received and read. By signing this Enrollment Agreement, I agree to be bound by the terms of the Plan. I have designated my beneficiary on a Designation of Beneficiary form. I authorize and direct the Company, subject to the provisions of the Plan, to obtain and own insurance policies on my life. This authorization and direction applies to this Plan as presently constituted, or hereafter amended, for which I am or may become eligible and shall continue to apply until revoked by me in writing. Dated _______________ ______________________________ Employee Signature Received and approved by the Company. STANDEX INTERNATIONAL CORPORATION By: Dated: ______________ Title: EXHIBIT B Page 1 of 2 DESIGNATION OF BENEFICIARY STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN To: Standex International Corporation Attention: Corporate Benefits Department Designation. Pursuant to the provisions of the Executive Life Insurance Plan, dated as of June l, 1994, (the "Plan"), of Standex International Corporation (the "Company"), I hereby designate the following as my primary and contingent beneficiaries under the Plan, to receive payment of any benefits that may be due and payable upon my death while a Participant in the Plan: Primary Beneficiary Last Name, First, Age Relationship Middle Initial _________________________________ ________ ______________ Address: Number and Street City State Zip Code __________________________ __________ ______________ Contingent Beneficiary Last Name, First, Age Relationship Middle Initial _________________________________ ________ ______________ Address: Number and Street City State Zip Code __________________________ __________ ______________ EXHIBIT B Page 2 of 2 All sums to which this Designation of Beneficiary applies shall be paid pursuant to the terms of the Plan. All prior designations of beneficiaries which are inconsistent with the provisions of this Designation of Beneficiary, if any, are hereby revoked. Reservation of Revocation. Unless otherwise provided by law, I hereby reserve the right to amend, change or revoke in its entirety this Designation of Beneficiary by filing a new form with the Company. Effective Date. It is hereby agreed that this Designation of Beneficiary shall not become effective unless and until it is approved by the Company. EMPLOYEE: Dated: ______________ Received and approved by the Company. STANDEX INTERNATIONAL CORPORATION By: Dated: ______________ Title: EXHIBIT C Page 1 of 2 DISPOSITION OF PROCEEDS ENDORSEMENT {To be filed by the Company in duplicate with the Insurer upon enrollment of Participant in the Plan, and at the time that the Participant files any change in beneficiary with the Company. The Company must attach a copy of the Beneficiary Designation Form, completed by the Participant, to this Beneficiary Provision. The Company shall also notify the Insurer, upon the death of the Participant, of the amounts to which the Company and other beneficiaries are entitled.} Name of Insurer: Name of Policy Owner: Standex International Corporation (the "Company") Name of Insured: Policy Number: I. Disposition of Proceeds. The proceeds due under the Policy by reason of the death of the insured shall be paid in the following order of priority: (1) All loans against the Policy shall first be repaid; (2) The Company shall, to the extent that the Policy proceeds have not be exhausted, next be paid from the death benefit the total amount of the Policy premiums on such Policy claimed to have been paid by the Company since the Policy was taken out; (3) The Participant's Beneficiary, as provided in the applicable Designation of Beneficiary Form shall, to the extent that the Policy proceeds have not be exhausted, next be paid an amount equal to three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her death occurs; and (4) The Company shall receive the balance, if any, of the death benefit remaining after the payments provided for above. EXHIBIT C Page 2 of 2 2. Release of Insurer. The receipt by the insurer of a statement signed by the Company setting forth the amount claimed to be due each beneficiary in connection with this Policy, shall be conclusive as to the amount due each beneficiary, and the Insurer shall be fully acquitted, discharged and released from the claims of all persons having an interest in this Policy for the amount so paid. STANDEX INTERNATIONAL CORPORATION Policy Owner Dated: ________________ By: The Insurer hereby acknowledges receipt of a copy of this Beneficiary Provision. Insurer Dated: _________________ By: EXHIBIT D Page 1 of 2 IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS THIS ASSIGNMENT, dated this _____ day of ______________, 199___, WITNESSETH THAT: WHEREAS, the undersigned (the "Assignor") is a participating employee in the Executive Life Insurance Plan (the "Plan"), which Plan is provided by Standex International Corporation (the "Company"). The Plan confers upon the undersigned certain rights and benefits with regard to one or more policies of insurance insuring the Assignor's life; and WHEREAS, pursuant to the provisions of the Plan, the Assignor retained the right, exerciseable by the execution and delivery to the Company of a written form of assignment, to absolutely and irrevocably assign all of the Assignor's right, title and interest in and to the life insurance death benefit provided under the Plan to an assignee; and WHEREAS, the Assignor desires to exercise that right; NOW, THEREFORE, the Assignor, without consideration, and intending to make a gift, hereby absolutely and irrevocably assigns, gives, grants, and transfers to _____________________________________________ (the "Assignee") whose last known address is _________________________________________________________________ ___ all of the Assignor's right, title and interest in and to the life insurance death benefit provided under the Plan, intending that, from and after this date, the Assignor shall neither have nor retain any right, title or interest therein. Assignor EXHIBIT D Page 2 of 2 ACCEPTANCE OF ASSIGNMENT The undersigned Assignee hereby accepts the above assignment of all right, title and interest of the Assignor therein in and to the life insurance death benefit provided in the Plan, and the undersigned hereby agrees to be bound by all of the terms and conditions of the Plan as they apply to the life insurance death benefit, as if the Assignee were the original employee party to the Plan. Dated: ______________ Assignee CONSENT TO ASSIGNMENT The undersigned Company hereby consents to the foregoing assignment of all of the right, title and interest of the Assignor in and to the life insurance death benefit provided under the Plan, to the Assignee designated therein. The Company hereby agrees that, from and after the date hereof, the Company shall look solely to such Assignee for the performance of all obligations with respect to the life insurance death benefit under the Plan which were heretofore the responsibility of the Assignor, shall allow all rights and benefits provided therein to the Assignor to be exercised only by the Assignee, and shall hereafter treat said Assignee in all respects as if the original employee party to the Plan. STANDEX INTERNATIONAL CORPORATION Dated: _______________ By: Title: EX-10 6 Exhibit 10(m) STANDEX INTERNATIONAL CORPORATION 1994 STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to secure for Standex International Corporation (the "Company") and its shareholders the benefits arising from capital stock ownership by those key officers or employees of the Company and of its subsidiaries who will be responsible for its future growth and continued success. The Plan will provide a means whereby such officers or employees may purchase shares of the Common Stock of the Company pursuant to options. 2. Types of Options. Options shall be granted under this Plan by the Salary and Employee Benefits Committee (the "Committee") of the Board of Directors of the Company which shall be made up of two or more directors each of whom is (i) a disinterested person, as that term is defined in Section 16b-(3) of the Securities Exchange Act of 1934 (the "1934 Act"), as amended and (ii) an outside director, as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Options may be either incentive stock options ("Incentive Stock Options") meeting the requirements of Section 422(b) of the Code or non-statutory options which are not intended to meet the requirements of Section 422(b). 3. Administration. This Plan will be administered by the Committee, whose construction and interpretation of the terms and provisions of this Plan shall be final and conclusive. The Committee may, in its sole discretion, grant options to purchase shares of the Company's Common Stock to such key officers or employees as it shall determine and shall issue shares upon exercise of such options. The Committee shall have the authority to determine the time at which options will be granted, the type of each option granted, the number of shares which will be subject to each option as well as, subject to the provisions of this Plan, the terms and provisions of each agreement with officers or employees covering the options. The Committee shall have authority, subject to the provisions of the Plan, to construe the respective option agreements as well as this Plan and to prescribe, amend and rescind such rules and regulations relating to this Plan as it shall deem proper. The Committee shall make all determinations which, in its judgment, are necessary or desirable for the proper administration of this Plan. No member of the Committee shall be liable for any action or determination concerning this Plan, if made in good faith. 4. Eligibility. Individuals who are key officers or employees of the Company or any subsidiary corporation (including officers and directors who are not employees) as determined, from time to time, by the Committee, shall be eligible to participate in this Plan. Members of the Committee shall not be eligible to be granted stock options under the Plan while serving on the Committee. No person shall be granted any Incentive Stock Options under this Plan who, at the time such option is granted, owns directly or indirectly, Common Stock of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary. 5. Stock Subject To Plan. Subject to adjustment as provided in Section 14 hereof, the stock to be offered under the Plan shall consist of shares of the Common Stock of the Company, par value $1.50 per share, and may include authorized but unissued shares or previously issued shares reacquired by the Company and held in its treasury. The aggregate amount of stock to be delivered upon exercise of all options granted under the Plan shall not exceed 400,000 shares (as presently constituted). If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such option shall again be available for subsequent option grants under this Plan. Subject to adjustment as provided in Section 14 hereof, the net maximum number of shares of Common Stock with respect to which options may be granted to any employee under the Plan shall not exceed 400,000 shares during the ten-year term of the Plan. For the purposes of calculating such maximum number, (a) an option shall continue to be treated as outstanding notwithstanding its repricing, cancellation or expiration and (b) the repricing of an outstanding option or the issuance of a new option in substitution for a cancelled option shall be deemed to constitute the grant of a new additional option separate from the original grant of the option that is repriced or cancelled. 6. Purchase Price. The purchase price of the stock covered by each option shall be as follows: (a) the fair market value of such stock, as determined by the Committee, on the date the option is granted in connection with any incentive stock options granted hereunder and (b) at or below the fair market value of such stock (but in no event less than 50% of the fair market value of the stock), as determined by the Committee, on the date the option is granted in connection with any non-statutory stock options granted hereunder. The purchase price of any shares purchased shall be paid in full at the time of each such purchase as follows: (a) in cash, (b) by check payable to the order of the Company, (c) by tender of stock certificates in proper form for transfer to the Company, representing shares of the Company's Common Stock valued at the fair market value of the Common Stock (as determined by the Committee) on the preceding business day, or (d) by any combination of the foregoing, provided, however, that no shares may be tendered in payment of the exercise price if such shares were acquired by previous exercise of an incentive or non-statutory stock option unless and until a waiting period established, from time to time, by the Committee has been satisfied. The obligation to pay the purchase price in full as stated above shall not preclude the option holder from borrowing funds from the Company pursuant to any plan covering such loans as may then be in effect. 7. Duration of Options. Each option and all rights thereunder shall expire on such date as the Committee may determine, which shall be, in no event, later than ten years from the date on which the option is granted (or such shorter period as may be applicable under Section 422 of the Code. 8. Exercise of Options. Any option may be exercised in whole at any time or in part from time to time during its term, provided, however, that no option may be exercised during the first six months of its term. Subject to this limitation, the Committee may, in its discretion, provide that an option, may not be exercised in whole or in part, for any further period or periods of time specified by the Committee. 9. Nontransferability of Options. Options issued under this Plan shall, by their terms, be nontransferable by the option holder, either voluntarily or by operation of law, provided, however, that they may be transferred pursuant to a will or to 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. Options shall be exercisable during the lifetime of the holder only by the holder. 10. Effect of Termination of Employment. No option may be exercised unless, at the time of such exercise, the option holder is, and has been continuously since the date of grant of his or her option, an officer or employee of the Company or one of its parent corporations or subsidiaries, provided, however, that: (a) if (i) the option is a non-statutory stock option and the option holder's employment with the Company terminates other than by reason of the option holder's death, disability or retirement, or (ii) if the option is an incentive stock option and the option holder's employment with the Company terminates other than by reason of the option holder's death or disability, the option shall terminate and its exercisability shall cease three months after the date that the option holder's employment terminates; (b) if a holder of an incentive stock option (i) becomes disabled (within the meaning of Section 105(d)(4) of the Code) while in such employ, or (ii) dies while in such employ or within three months after the option holder ceases to be such an officer or employee of the Company, such incentive stock options may be exercised within a period of up to one year after the date the option holder ceases to be such an officer or employee because of such disability or death; (c) if the holder of a non-statutory stock option (i) becomes disabled (within the meaning of Section 105(d)(4) of the Code) while in such employ, or (ii) dies while in such employ or within three months after the option holder ceases to be such an officer or employee of the Company, or (iii) retires under a retirement plan of the Company, such non-statutory stock options may be exercised within a period of up to one year after the date the option holder ceases to be such an officer or employee because of such disability, death or retirement. Notwithstanding the foregoing, no option may be exercised after the expiration date of the option and options may be cancelled by the Committee at any time if, in the opinion of the Committee, the option holder engages in activities contrary to the interests of the Company or any of its subsidiaries. For all purposes of this Plan and any option granted hereunder, "employment" shall be defined in accordance with the provisions of Section 1.421-7(h) of the Regulations under the Code (or any successor regulations). Further, in the event of termination of employment resulting from retirement or disability of the option holder, any and all outstanding non-statutory options, which are not fully vested, will continue to vest in accordance with their respective provisions for a period of one year from the date of termination of employment. In the case of all other terminations of employment and in the case of incentive stock options, vesting will cease as of the date of such termination. 11. Incentive Stock Options. The aggregate fair market value (determined as of the respective date or dates of grant) of the Common Stock which may be made the subject of Incentive Stock Options granted under this Plan (and under any other incentive stock option plans of the Company, and any parent corporation and subsidiary) and first exercisable by any officer or employee in any one calendar year shall not exceed the sum of $100,000. 12. Issuance of Shares. No person entitled to exercise any option granted under this Plan shall have any of the rights or privileges of a stockholder of the Company in respect of any shares of stock issuable upon exercise of such option until certificates representing such shares shall have been issued and delivered. No shares shall be issued and delivered upon exercise of any option unless and until, in the opinion of counsel for the Company, any applicable registration requirements of the Securities Act of 1933, any applicable listing requirements of any national securities exchange on which stock of the same class is then listed and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully complied with. 13. Investment Representation. The Company may require any option holder, as a condition of exercising an option, to give written assurance in form and substance satisfactory to the Company to the effect that such person is acquiring the Common Stock subject to the option for his or her own account, for investment and not with any present intention of selling or otherwise distributing the same. 14. Adjustments. If the outstanding shares of the Common Stock of the Company are changed by reason of a recapitalization or reclassification of the Company's capital stock or if there shall be a stock split, stock dividend, subdivision or combination affecting the Common Stock, an appropriate and proportionate adjustment shall be made in the maximum number and kind of shares as to which options may be granted under this Plan. A corresponding adjustment changing the number or kind of shares allocated to unexercised options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such adjustment in the outstanding options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the option but with a corresponding adjustment in the price for each share or other unit of any security covered by the option. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding options: (i) provide that such options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such options substituted for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice to the option holders, provide that all unexercised options will terminate immediately prior to the consummation of such transaction unless exercised by the option holder within a specified period following the date of such notice, (iii) in the event of a merger under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the "Merger Price"), make or provide for a cash payment to the option holders equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such outstanding options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options, and (iv) provide that all or any outstanding options shall become exercisable in full immediately prior to such event. Adjustments under this Section 14 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 and conclusive. No fractional shares of stock shall be issued under the Plan for any such adjustment. 15. No Special Employment Rights. Nothing contained in this Plan or in any option granted under this Plan shall confer upon any option holder any right with respect to the continuation of his or her employment by the Company (or any parent or subsidiary) or interfere in any way with the right of the Company (or any parent or subsidiary), subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the option holder from the rate in existence at the time of the grant of an option. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Board of Directors at the time. 16. Other Employee Benefits. The amount of any compensation deemed to be received by an officer or employee as a result of the exercise of a stock option will not constitute "earnings" with respect to which any other employee benefits of such officer or employee are determined, including, without limitation, benefits under any pension, ESOP or life insurance plan. 17. Amendment, Suspension and Termination of the Plan. The Board of Directors may, at any time and from time to time, suspend, terminate, modify or amend this Plan in any respect, provided that (except to the extent expressly required or permitted by the Plan) no such amendment shall, without the approval of the shareholders of the Company, effectuate a change for which shareholder approval is required in order for the Plan to continue to qualify under Rule 16b-3 promulgated under Section 16 of the 1934 Act. The termination or any modification or amendment of the Plan shall not, without the consent of an option holder, affect his or her rights under an option previously granted. The Board of Directors shall have the right to amend or modify the terms and provisions of this Plan and of any outstanding Incentive Stock Options granted under this Plan to the extent necessary to qualify any or all such options for such favorable Federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422a of the Code. 18. Withholding. The Company's obligation to deliver shares upon the exercise of any option granted under this Plan shall be subject to the option holder's satisfaction of all applicable federal, state and local income and employment tax withholding requirements. An option holder may elect to satisfy all applicable Federal, state and local income and employment tax withholding requirements by: (a) authorizing the Company to retain a portion of the option shares; (b) delivering other already owned shares to the Company; (c) payment in cash or by check; or (d) any combination of the foregoing. 19. 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 construed or deemed amended, to the extent permitted by law, deemed advisable by the Committee and necessary to conform with such requirements with respect to such person. 20. Effective Date and Expiration of Plan. This Plan shall be effective on July 27, 1994, subject to its approval by the holders of a majority of the outstanding Common Stock of the Company prior to December 31, 1994, and shall expire automatically on July 27, 2004 (except as to options previously granted and outstanding at that date). 21. 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 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 "Exchange 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 the 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 Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (b) individuals who, as of July 27, 1994, 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 27, 1994 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 Exchange 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 by 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 50% 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. 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 foreign jurisdictions to option holders who are subject to such laws. EX-11 7 EXHIBIT 11
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS For Years Ended June 30, 1994 1993 1992 Average market price during the years ................. $25.03 $18.97 $12.93 Proceeds that would be received upon exercise of the average stock options at applicable exercise price... $5,213,551 $6,145,961 $9,992,831 Average applicable stock option shares outstanding..... 522,579 670,131 1,144,378 Shares that would be redeemed at average market price under the "treasury stock" method ................... 212,435 329,154 800,616 Net additions for share equivalents ................... 310,144 340,977 343,762 Average shares outstanding ............................ 14,983,207 16,034,987 17,492,814 Average shares outstanding and share equivalents ...... 15,293,351 16,375,964 17,836,576 Per Share Earnings .................................... $1.78 $1.47 $1.23 For Years Ended June 30, 1991 1990 $11.80 $12.04 $6,335,883 $3,521,777 815,688 591,398 528,854 292,594 286,834 298,804 18,971,636 20,125,226 19,258,470 20,424,030 $1.05 $1.11 Note: All share and per share data have been adjusted, where appropriate, to reflect the May, 1993 two-for-one stock split.
EX-13 8 Annual Report 1994 Institutional Products Group Food service equipment Air distribution products Casters Chiropractic tables and physical therapy equipment Industrial hardware Restaurant china and candlelamps Industrial Products Group Texturizing Systems Pumps Converting and finishing machinery Power metal spinning Reed switches and relays Inductors, connectors, and custom electronic assemblies Hydraulic cylinders Graphics/Mail Order Group Educational and religious publishing and distribution Commercial printing Binding systems, business forms, office supplies, and election materials Mail order gift packages On the cover: Displayed on the cover of this year's Annual Report are three product lines produced by Standex. The wide diversity of markets served by the Corporation contributes to the overall stability of sales and earnings from year to year. {FINANCIAL HIGHLIGHTS}
Year Ending June 30 1994 1993 Operations Net Sales $529,399,483 $506,312,331 Net Income 27,147,163 24,011,998 Return on Sales 5.1% 4.7% Return on Equity 22.8% 19.8% Interest Expense 5,937,960 5,597,049 Interest Expense Coverage 8.1 7.7 Per Share Data* Net Sales $34.62 $30.92 Earnings 1.78 1.47 Book Value 8.16 7.99 Dividends .52 .43 Average Shares Outstanding 15,293,351 16,375,964 *Adjusted for May, 1993 two-for-one stock split
{Profile} Standex International is a diversified manufacturer producing and marketing a wide variety of useful, quality products. The Company enjoys a broad and well-balanced earnings base by virtue of its strong market position in selected areas of operation. Three Products Groups - Institutional Products, Industrial Products, and Graphics/Mail Order - are comprised of nine operating divisions. The Company operates 86 plants located in 14 countries, and its products are sold throughout the world. Standex's policy of balanced diversification - coupled with aggressive management and conservative financial techniques - has enabled the Company to achieve above average growth in sales and earnings since its founding in 1955. In August of this year Standex paid its 120th consecutive quarterly dividend. This represents 30 years of uninterrupted dividend payments since first becoming a public corporation in 1964. {one} {TO OUR STOCKHOLDERS} We are very pleased with the results for fiscal 1994. Despite lingering weakness in many of our overseas markets, and difficult adjustments required by the decline in U.S. defense spending, record levels were established for sales, net income, return on equity, and earnings per share. These were very gratifying results. Operating Results: For the fiscal year ended June 30th, Standex reported sales of $529,399,000 a 4.6% increase over fiscal year 1993 shipments of $506,312,000. Net Income rose 13.1% to $27,147,000, compared to $24,012,000 generated during the previous fiscal year. With a reduced number of shares outstanding, earnings per share increased by 21.1% to a new high of $1.78 per share up from $1.47 reported for fiscal 1993. Return on equity reached 22.8%. This is a very solid return on net worth for the types of markets in which Standex operates. We continued to invest aggressively in the long term growth of our various businesses. Over the past twelve months $13,238,000 was invested in new plant and equipment in order to both expand and upgrade existing facilities. Over the past five years, capital expenditures have totaled $66,147,000. The Corporation's physical plant has never been in better shape. With worldwide business becoming more competitive every day, efficient manufacturing facilities are absolutely essential. At the same time, a constantly increasing level of global trade offers strong prospects for future growth. Just over the past several years, Standex Divisions have developed substantial markets in Mexico for commercial refrigeration equipment, casters, hydraulic cylinders, textured molds, and bindery equipment. Shipments in all of these areas have been increasing steadily. Dividend Increase: The Board of Directors increased the dividend twice during fiscal 1994, for a total increase of 16.7%. This is an obvious reflection of the Board's confidence in the basic earnings power of the Corporation, and continues a policy of paying out to shareholders approximately one third of reported net income. Standex has now paid uninterrupted quarterly dividends for 30 years. The dividend has been increased 29 times over that same period. Stockholder Return: The Corporation continued to buy-in shares during fiscal 1994. During the twelve months ended June 30, 1994, an additional 897,136 shares were purchased. Since the inception of this program in fiscal 1985, a total of 16,462,841 shares have been acquired, for a total expenditure of $194,964,750. This works out to an average cost of $11.84 per share and has cut the number of shares outstanding by more than half. It is our intention to continue to buy in stock whenever it appears advantageous to do so. We are determined to create value for our shareholders and believe that the dividend and stock buy-back policies which have been followed by the Corporation have accomplished precisely that. By being broadly diversified, Standex is fortunate in that it has a relatively stable and predictable level of profitability. At the same time, the moderate growth which characterizes many of our markets typically results in a cash flow in excess of our immediate operating requirements. We have utilized this excess cash flow, coupled with a judicious use of debt, to reduce the number of shares outstanding, and to steadily increase the dividend paid on the remaining shares. {two} When this program was first implemented in fiscal 1985, Standex's stockholder equity was $144,019,000, and the market capitalization was $166,248,000. Since that date, the Corporation has repurchased $195 million of common stock and paid out $68 million in dividends. A total of $263 million has been returned to the shareholders either in the form of dividends paid out, or shares repurchased. After that return, the market capitalization of the remaining shares on June 30, 1994 had risen to $401 million. Obviously, there are many elements which have to be considered in seeking to balance both a short term desire for profit, and longer term considerations. Our first priority has always been to provide ample financing for existing operations in terms of both physical plant and working capital needs. We are also constantly re-examining the total debt {Thomas L. King} which the Corporation might reasonably be able to carry relative to projected cash flows. Over the past four years, our interest expense coverage has been as follows: Fiscal 1994 8.1 times Fiscal 1993 7.7 times Fiscal 1992 6.1 times Fiscal 1991 5.1 times With interest rates currently trending upward, this is obviously an area which will be watched closely, but we anticipate that fiscal 1995 will generate a strong free cash flow. During the year just ended, Standex experienced an unusually large expansion of working capital requirements as a new manufacturing facility came on stream with the attendant pipeline filling. We do not foresee a similar expansion in the year ahead. A Final Word: Standex has been successful in operating a widely diverse group of companies through a decentralized management structure, with a strong financial reporting system, and tight control of cash. This has allowed the Corporation to prosper during periods of economic expansion while, at the same time, providing defensive qualities through periods of economic decline. During the recent recession (1990-1991), Standex's earnings per share declined 5.4%. Since the end of that recession in 1991, the earnings per share have increased by 69.5%. We are pleased with the effectiveness of our current corporate structure, and confident in the skills and dedication of an outstanding group of employees. Thomas L. King Chairman and Chief Executive Officer {three} {INSTITUTIONAL PRODUCTS GROUP} The Institutional Products Group is composed of Standex Institutional Products and Standex Commercial Products. During Fiscal 1994 these two Divisions represented 46% of total Corporate sales and 50% of total operating income. This compares with 42% of total Corporate sales and 46% of total operating income during fiscal 1993. Master-Bilt's two factories in Mississippi produce a complete line of commercial refrigeration equipment, ranging from small ice-cream dipping cabinets all the way up to large refrigerated warehouses. End users include supermarkets, convenience stores, restaurants, dairies, florists and beverage distributors. Federal Industries manufactures both refrigerated and non-refrigerated display cases for the food service industry. The Company enjoys a particularly strong market position in the bakery industry with a broad line of proofers, dough retarders and freezers. Jarvis, which was originally acquired by Standex in 1968, is a major producer of industrial casters and wheels for the North American market. Production facilities are located in Massachusetts, Michigan and California, with assembly and distribution sites in Montreal, Toronto and Vancouver. The Company has achieved considerable success in limiting the market penetration of foreign imports, and a major expansion of the Michigan factory was nearing completion at fiscal year end. BK Industries of South Carolina and Barbecue King of England produce pressure fryers, commercial barbecue oven/rotisseries, cook and hold ovens, doughnut fryers and display merchandisers. The U.K. market, which had been depressed, recovered very nicely during the past year. Williams Healthcare Systems, headquartered in Illinois, is the world's leading manufacturer of chiropractic and traction tables. The Company also produces a line of equipment for the related, but broader, physical therapy market. Uncertainty on health care reform has held down domestic markets, but exports have remained firm. The Toastswell Company of St. Louis, Missouri manufactures a broad line of commercial waffle bakers (shown on the front cover of this Annual Report), as well as toasters, griddles and food warmers for the restaurant industry. {Many Jarvis casters are equipped with a locking brake mechanism.} {four} {Institutional Products Group} {Master-Bilt's new facility for manufacturing refrigerated beverage cases became fully operational during fiscal 1994.} (picture of refrigerated beverage cases at Master-Bilt facility in Pontotoc, Mississippi). {Jarvis casters are used on many types of mobile equipment, such as that shown in this hospital operating room.} (picture of caster on hospital cart). {Barbecue King pressure fryers (foreground of picture) and commercial barbecue ovens (background of picture) are widely utilized in fast food outlets and delicatessens.} {A line of Federal Industries' European-style bakery and deli cases (depicted in picture) greatly enhances the presentation of merchandise.} {five} {Institutional Products Group} {Snappy Air Distribution Products is a major supplier of pipe, duct and fittings for heating, ventilating and air conditioning.} (picture of man assembling pip and duct fittings). {Industrial Products Group} {Standex Electronics' magnetically actuated switch assemblies are found in many consumer products, such as this GE refrigerator.} (picture of open side by side GE refrigerator). {Mold-Tech textures are employed to enhance both the durability and the attractiveness of molded products.} (picture of handles, top and part of one side of two suitcases). {six} National Metal Industries, located in Springfield, Massachusetts, is the largest manufacturer of Christmas tree stands in the world. The Company also produces a variety of fabricated metal products and specialty hardware including copier work stations, metal storage cabinets and custom precision stampings. Snappy Air Distribution Products is headquartered in Minnesota with additional production facilities in Colorado. The Company's highly automated factories produce pipe, duct and fittings for heating, ventilating and air-conditioning residential housing in the Midwestern and Southwestern United States. Manufacturing efficiencies and aggressive marketing have enabled the Company to steadily expand its market share and minimize the effect of cyclical fluctuations in housing starts. H.F. Coors, from its factory in California, produces china and cookware for restaurants and hotels, while the Mason Candlelight Company of New Jersey supplies candles and candlelamps to those same markets for table top lighting. USECO and General Slicing are both located in Murfreesboro, Tennessee. USECO custom designs and manufactures feeding systems for institutions with large food service requirements such as hospitals, schools and correctional institutions. General Slicing manufactures and/or distributes a variety of slicers, meat grinders, vegetable shredders and heavy duty food waste disposers. The fast food industry is a major customer. {Industrial Products Group} The Industrial Products Group includes Roehlen/Europe, Roehlen/North America, Standex Precision Engineering and Standex Electronics. These Divisions accounted for 28% of total Corporate sales and 30% of operating income for fiscal 1994, compared with 29% of sales and 29% of income for the previous fiscal year. Mold-Tech is the world leader in the process of engraving textured patterns on molds and dies. Operations encompass 19 separate facilities located in most of the major tooling centers of North America, Europe and Australia. During this past year, the 19th facility was opened in Singapore to serve the burgeoning Asian market. Mold-Tech engraves tooling for a broad cross section of world industries including automotive, computers, toys, housewares and consumer electronics. Because of this, it frequently serves as a useful leading indicator of future economic activity. {Standex Electronics' magnetic proximity and liquid level switches are used in both automotive and appliance applications.} {seven} Standex Electronics is headquartered in the United Kingdom with additional production facilities located in the United States and Mexico. The Division is a manufacturer of electronic components and assemblies for the automotive, communications, refrigeration, industrial and military power supply, and electronic filtering industries. Spincraft is a leader in the power spinning of various metals. The front cover shows a missile nose cone being spun from a flat disc of stainless steel. The nose cone is being formed on a state-of-the-art CNC Spinning Lathe at a temperature of 1800 Degrees Fahrenheit. The Company, with plants in Wisconsin and Massachusetts, forms and fabricates a wide variety of alloys into components utilized in gas turbines, aircraft engines, nuclear reactors and many other products. The recent sharp decline in defense related orders has not yet been offset by sufficient additional business in other markets. B.F. Perkins is a prominent manufacturer of web product finishing machinery for the paper, textile, magnetic tape and non-woven industries. Custom Hoists, of Hayesville, Ohio, is a leading manufacturer of single and double acting telescopic and piston rod hydraulic cylinders, which are used in dump trucks, trash collection vehicles and other mobile units requiring hydraulic power. After a cyclical downturn during the recent recession, the Company's markets are currently quite strong. Procon pumps are manufactured at plants located in Tennessee and in Ireland. These rotary vane pumps are primarily utilized in North America for the carbonation of soft drinks. In Europe, they also find wide usage in espresso coffee machines. There is a constant search to find suitable new markets for the pump, which currently include such widely diverse end uses as kidney dialysis machines and welding coolant systems. The two Roehlen Industries units enjoy a worldwide position of pre-eminence in the use of Texturization to produce a variety of decorative effects on plastics, rubber, paper, metal, wallboard, Melamine laminates and other materials. The Texturization is produced through the use of engraved embossing rolls and plates from plants located in the United States, Germany, France, the United Kingdom, Spain, Portugal and Australia. Standex has been actively involved in the engraving business since 1957. {The Procon pump has enjoyed a reputation for reliability for over 40 years.} (picture of front side of Procon pump). {eight} {Industrial Products Group} {Custom Hoists' telescopic hydraulic cylinders are widely utilized by manufacturers of dump trucks.} (picture of 3 dump trucks with truck beds raised to upright position so that hydraulic cylinders are visible). {Large versions of the Procon rotary vane pump power the water booster systems essential to car washes.} (picture of car traveling through care wash as water is being sprayed on it). {At a factory in France, a worker engraves a roll to be used for embossing wallpaper.} (picture of worker engraving a roll). {nine} {Graphics/Mail Order Group} {Crest Fruit markets a broad variety of food items through catalog mailings.} (picture of gift boxes, fresh and dried fruit). {Standard Publishing's line of children's books find wide application in both schools and homes.} (picture of classroom with a teacher holding an open book so that children in the foreground of the picture can see it). {James Burn's Wire-O binding is essential to materials which must be able to lie flat.} (picture of Wire-O binding on 3 soft covered books). {ten} {Graphics/Mail Order Group} The Graphics/Mail Order Group consists of Standard Publishing, James Burn International and Crest Fruit Company. These three Divisions accounted for 26% of Corporate sales and 20% of operating income during fiscal 1994. This compares with 29% of sales and 25% of operating income during fiscal 1993. Standard Publishing was founded in 1866, and has been part of Standex since 1955. Headquartered in Cincinnati, Ohio, Standard is the leading publisher of non-denominational religious curricula and Vacation Bible School (VBS) programs in the United States. The Company also operates a chain of Berean Christian Stores which distribute religious literature and supplies (from Standard as well as from other publishers) to churches, school systems, and individuals. There is an ongoing search for high potential sites to locate additional stores. Standard Publishing is also a major commercial printer. A substantial amount of printing work is done for other religious publishers, as well as direct mail catalogs and other materials (including this Annual Report) for commercial and industrial accounts. Printing capacity was increased at fiscal year end by the purchase of an additional large press. Doubleday Bros. & Co. was founded in 1898 and is headquartered in Kalamazoo, Michigan. The Company produces a broad range of custom continuous forms for business as well as specialized forms and election supplies for county and state governments. James Burn International operates manufacturing facilities in the United States, England and France with warehousing and distribution facilities in Germany, Sweden and Spain. The Division manufactures two distinct mechanical binding systems. Wire-O is a double loop wire binding system utilized in a broad range of products including computer manuals, calendars, diaries and cookbooks. Mult-O is a multiple ring mechanism used in high quality binders. James Burn also designs and manufactures punches and wire binding machinery for use with the Wire-O binding system. Crest Fruit is located in the lush Rio-Grande Valley in Texas. Crest is the nation's leading mail order marketer of Texas "Ruby Red" grapefruit. Product offerings have been steadily expanded from the original citrus line and now include a very broad variety of food items. Gift packages comprise much of the business during the Christmas season, but sales are generated steadily throughout the year through clubs which ship to members on a regular basis. {Crest Fruit's "Ruby Red" grapefruit are a unique treat for citrus lovers.} {eleven} {MANAGEMENT'S DISCUSSION AND ANALYSIS} Liquidity and Capital Resources During 1994, the Company repurchased $23.5 million of its Common Stock, expended $13.2 million in property, plant and equipment and paid $7.8 million in cash dividends to its stockholders. These transactions were financed from internally generated funds and borrowings under the Company's existing bank credit agreements which are described in the footnotes to the Consolidated Financial Statements. The Company intends to continue its policy of using its funds to acquire property, plant and equipment, pay dividends, purchase its Common Stock and make acquisitions when conditions are favorable. Net Cash Provided by Operating Activities was $18.2 million in 1994 as compared to $36.5 million in 1993. The decrease of $18.3 million in 1994 from 1993 was primarily due to changes in accounts receivable and inventory of $8.3 million and $7.7 million, respectively. The increase in inventory was caused by the growth in demand reported by the Institutional segment, which is discussed below, and was required to meet anticipated sales requirements in fiscal 1995. The rise in accounts receivable was mainly due to the growth in fourth quarter Net Sales reported by the Institutional segment. Due to the increase in inventory, accounts payable increased $1.4 million which had a positive effect on operating cash flows. Also, the effect of activity reported within accrued payroll, employee benefits and other liabilities in 1993 resulted in an increase in operating cash flows of $499,000 as compared to a decrease of $3.2 million in 1994. This decline of $3.7 million in 1994 was due to many factors none of which was individually significant. At June 30, 1994, the Company had the ability to borrow an additional $25.9 million under existing bank credit agreements. The Company believes that this resource, along with the Company's internally generated funds, will be sufficient to meet its anticipated needs for the foreseeable future. Operations
Net Sales by Industry Segment (In thousands) 1994 Change 1993 Change 1992 Graphics/Mail Order $138,738 (4.6)% $145,558 (1.1)% $147,117 Institutional 241,054 13.8 211,682 12.7 187,896 Industrial 149,607 .3 149,067 5.1 141,839 Operating Income by Industry Segment (In thousands) 1994 Change 1993 Change 1992 Graphics/Mail Order $11,484 (13.9)% $13,342 11.7% $11,949 Institutional 28,379 12.9 25,125 23.1 20,405 Industrial 16,955 7.2 15,810 4.4 15,147
Fiscal 1994 as Compared to Fiscal 1993 Net Sales increased $23.1 million, or 4.6%, for the year ended June 30, 1994 as compared to the fiscal year ended 1993. Changes in unit volume, and not prices, were primarily responsible for the variation in Net Sales reported for each segment. As shown in the table above, only the Graphics/Mail Order segment reported a decline in Net Sales for the fiscal year ended June 30, 1994. The Institutional segment reported record Net Sales for the year ended June 30, 1994 with a $29.4 million, or 13.8% increase. The majority of this segment's divisions experienced improvement in Net Sales as compared to fiscal year 1993. However, this segment's Master-Bilt Products division reported the single greatest improvement due to the increased sales strength of a product line which was introduced during fiscal year 1993. The Jarvis Caster Group and Snappy Air Distribution Products also reported noteworthy rises in Net Sales due to increased customer demand. The Graphics/Mail Order segment registered a $6.8 million, or 4.6%, decline in Net Sales partially due to the cyclical nature of its Doubleday Bros. & Co. division. The sluggish European economy and the decline in the average annual exchange rates of many European currencies against the dollar in 1994, as compared to 1993, has resulted in a decrease in Net Sales reported by this segment's James Burn Group. Net Sales reported by the Industrial segment rose slightly in fiscal 1994. A noteworthy improvement in Net Sales was reported by this segment's Standex Electronics division. However, this growth was offset by a decline in Net Sales reported by other operations. The European recession, particularly in the automotive industry, negatively impacted the Company's Roehlen Industries - Europe operations. Also, weakness in U.S. defense related industries has resulted in a decline in Net Sales reported by this segment's Spincraft operations. The Gross Profit Margin percentage registered a slight decrease from 33.2% in 1993 to 32.7% in 1994. The Gross Profit Margin percentage reported by the Industrial and Graphics/Mail Order segments remained consistent with the prior year. The Institutional segment reported a slight decrease in the Gross Profit Margin percentage from 28.6% in 1993 to 28.1% primarily due to competitive pressures on profit margins. Selling, General and Administrative Expense (SG&A) rose approximately $1.1 million in 1994 as compared to 1993. However, as a percentage of Net Sales, SG&A decreased from 24.3% in 1993 to 23.4%. The Institutional segment reported an increase in SG&A in direct proportion with its growth in Net Sales. This increase was offset by a decrease in expenses reported by the Graphics/Mail Order and Industrial segments. Due to the respective decline and stabilization of Net Sales reported by these two segments, management implemented cost reduction programs during the year which resulted in a decline in these expenses. In 1994, a slight decrease was experienced in Depreciation and Amortization Expenses. These expenses were $12.5 million in 1994, versus $12.9 million in 1993. There were no significant changes within any segment. Despite an increase in borrowings, Interest Expense increased only slightly in 1994. This is primarily due to lower interest rates in the first eight months of fiscal 1994 as compared to the same period in 1993. The above resulted in an improvement in Income Before Income Taxes of approximately $4.8 million, or 12.7%, in 1994 as compared to 1993. The effective tax rate remained fairly stable at 35.7% in 1994 which represented a slight decline from the 35.9% effective tax rate reported in 1993. Due to the above factors, Net Income rose $3.1 million, or 13.1%. Fiscal 1993 as Compared to Fiscal 1992 Net Sales increased $29.1 million, or 6.1%, in 1993 as compared to 1992. Changes in unit volume, and not prices, were primarily responsible for the variation in Net Sales reported for each segment. As shown in the table above, all of the segments reported improvement in Net Sales with the exception of the Graphics/Mail Order segment which declined slightly. This was due to various factors none of which were significant. With a $23.8 million, or 12.7%, growth in Net Sales as compared to 1992, the Institutional segment reported record sales. The increase reported by this segment was attributed to improved performances at several divisions including BK Industries, the Jarvis Caster Group and Snappy Air Distribution Products. Also, a $3.0 million increase in this Net Sales was attributable to the acquisition of Toastswell in May 1992. However, the largest improvement in Net Sales of $15.4 million was reported by this segment's Master-Bilt Products division due to the introduction of a new product line. The Industrial segment reported a $7.2 million, or 5.1%, increase in Net Sales. Significant growth within the worldwide texturing product line accounted for the majority of this segment's expansion in Net Sales. Also, Roehlen Engraving's Net Sales increased primarily due to a 12 week strike in 1992 which negatively affected Net Sales. The Gross Profit Margin percentage registered a slight increase in 1993 to 33.2% from 32.8% in 1992. The Industrial segment's Gross Profit Margin percentage rose to 33.5% versus 32.2% in 1992. The Institutional segment also reported an increase from 28.0% in 1992 to 28.6% in 1993. The growth reported by these two segments resulted primarily from increased quantities sold causing an overall reduction in per unit costs. A decrease in the Gross Profit Margin percentage was reported by the Graphics/Mail Order segment to 31.1% in 1993 as compared to 32.2% in 1992. This reduction was primarily due to lower sales volumes combined with competitive pressures on profit margins due to the European recession. Selling, General and Administrative Expense (SG&A) rose approximately $7.0 million in 1993 as compared to 1992. However, as a percentage of Net Sales, SG&A remained stable at approximately 24.0% for both periods. The Industrial and Institutional segments reported increases in SG&A primarily due to their growth in Net Sales. These increases were partially offset by a decline in SG&A reported by the Graphics/Mail Order segment. Due to the slight decline in this segment's Net Sales, measures were taken to reduce costs through staff reductions and reevaluation of marketing programs. In 1993, an increase was experienced in Depreciation and Amortization Expenses. In 1993, these expenses were $12.9 million versus $11.9 million in 1992. There were no significant changes within any segment. Despite increased borrowings during 1993, Interest Expense decreased approximately $1 million in 1993 as compared to 1992. This was the result of lower interest rates in the United States where the Company has most of its borrowings. The above resulted in an improvement in Income Before Taxes of approximately $3.8 million, or 11.3%, in 1993 as compared to 1992. The effective tax rate increased slightly from 34.9% in 1992 to 35.9% in 1993. The tax rate for 1992 was lower than normal primarily due to the receipt of non-recurring executive life insurance proceeds which were non-taxable. Due to the above factors, Net Income rose $2.1 million, or 9.6% Other Matters Inflation has not been a significant factor in Net Income in recent years because of the relatively modest rate of price increases in the economies of the United States and of the other countries where the Company has operations. Environmental matters The Company is a party to various claims and legal proceedings, generally incidental to its business and has recorded an appropriate provision for the resolution of such matters. As explained more fully in the notes to the consolidated financial statements, the Company does not expect the ultimate disposition of the matters to have a material adverse effect on its financial statements. New Accounting Pronouncements In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting for Impairment of a Loan," and SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The Company has evaluated the effects of these standards and believes that they will not affect the Company's financial condition or operating results. {Five-Year Financial Review}
Standex International Corporation and Subsidiaries (In thousands, except per share data) 1994 1993 1992 1991 1990 Year Ended June 30 Summary of Operations Net sales $529,399 $506,312 $477,216 $481,701 $460,192 Gross profit margin 172,979 168,309 156,727 156,787 149,084 Interest expense 5,938 5,597 6,565 7,902 8,269 Income before income taxes 42,222 37,450 33,659 32,620 34,766 Provision for income taxes 15,075 13,438 11,746 12,444 13,043 Net income** 27,147 24,012 21,913 20,176 22,723 Per Share Data* Net sales 34.62 30.92 26.75 25.01 22.53 Earnings** 1.78 1.47 1.23 1.05 1.11 Dividends paid .52 .43 .38 .36 .34 Book value 8.16 7.99 8.27 7.71 7.34 Average shares outstanding 15,293 16,376 17,837 19,258 20,424 June 30 Financial Condition Working capital 126,803 109,128 110,994 104,285 115,222 Current ratio 2.81 2.49 2.49 2.43 2.72 Property, plant and equipment - net 89,697 90,919 94,871 86,182 85,870 Total assets 323,721 308,569 316,566 297,418 297,849 Long-term debt 112,854 94,416 86,699 70,133 72,978 Stockholders' equity 118,932 121,524 137,010 138,688 142,406
Sales and Earnings By Quarter Year Ended June 30 (Unaudited) (In thousands, except per share data) 1994 1993 First Second Third Fourth First Second Third Fourth Net sales $127,338 $133,493 $130,892 $137,676 $127,051 $136,160 $117,532 $125,569 Gross profit margin 41,022 45,773 42,037 44,147 42,070 46,884 38,227 41,128 Net income 6,310 7,087 6,231 7,519 5,504 6,613 5,277 6,618 Earnings per share* .41 .46 .41 .50 .33 .40 .32 .42 Common Stock Prices and Dividends Paid*
Common Stock Price Range
1994 1993 Dividends Per Share High Low High Low 1994 1993 First quarter $23-1/2 $18-1/2 $17-3/4 $14-5/8 $.12 $.09-1/2 Second quarter 27-3/4 20-1/8 19-1/4 17-1/4 .13 .10-1/2 Third quarter 29-5/8 24-7/8 21-3/4 18-1/2 .13 .10-1/2 Fourth quarter 30-3/8 25-5/8 22-1/4 .19 .14 .12
Distribution of the 1994 Sales Dollar Materials and services $296,254,000 56% Wages, salaries and employee benefits 172,507,000 33 Depreciation and amortization 12,478,000 3 Interest on borrowed money 5,938,000 1 Income taxes 15,075,000 3 Reinvested in the Company 19,346,000 3 Dividends to stockholders 7,801,000 1 Total $529,399,000 100% *Adjusted for May, 1993 two-for-one stock split. **1990 includes $1,000,000 ($.05 per share) related to the cumulative effect of the change in accounting for income taxes.
{STATEMENTS OF CONSOLIDATED INCOME}
Standex International Corporation and Subsidiaries Year Ended June 30 1994 1993 1992 Revenue Net sales $529,399,483 $506,312,331 $477,216,161 Interest and other 1,842,432 579,143 2,133,478 Total revenue 531,241,915 506,891,474 479,349,639 Costs and Expenses Cost of products sold 346,491,082 327,933,270 311,184,395 Selling, general and administrative 124,113,059 123,041,550 116,019,462 Depreciation and amortization 12,477,651 12,869,607 11,921,519 Interest 5,937,960 5,597,049 6,565,160 Total costs and expenses 489,019,752 469,441,476 445,690,536 Income Before Income Taxes 42,222,163 37,449,998 33,659,103 Provision for Income Taxes 15,075,000 13,438,000 11,746,000 Net Income $27,147,163 $24,011,998 $21,913,103 Earnings Per Share $1.78 $1.47 $1.23
{STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY}
Additional Cumulative Paid-in Retained Translation Treasury Stock Common Stock Capital Earnings Adjustment Shares Amount Balance, June 30, 1991 $20,988,209 $5,619,642 $208,951,600 $ 2,990,882 4,999,085 $(98,350,822) Stock issued for stock options and employee stock purchase plan net of related income tax benefit 688,807 (294,379) 5,864,805 Treasury stock acquired 1,005,707 (26,086,257) Net income 21,913,103 Dividends paid (38 cents per share) (6,589,792) Foreign currency translation adjustment 1,859,485 Balance, June 30, 1992 20,988,209 6,308,449 224,274,911 4,850,367 5,710,413 (118,572,274) Two-for-one stock split 20,988,208 (6,932,183) (14,056,025) 5,710,413 Stock issued for stock options and employee stock purchase plan net of related income tax benefit 623,734 (341,464) 3,687,670 Treasury stock acquired 1,688,447 (31,895,811) Net income 24,011,998 Dividends paid (43 cents per share) (6,872,400) Foreign currency translation adjustment (5,796,771) Balance, June 30, 1993 41,976,417 0 227,358,484 (946,404) 12,767,809 (146,780,415) Stock issued for stock options and employee stock purchase plan net of related income tax benefit 871,128 (263,275) 3,106,090 Treasury stock acquired 897,136 (23,532,338) Net income 27,147,163 Dividends paid (52 cents per share) (7,800,753) Foreign currency translation adjustment (2,467,417) Balance, June 30, 1994 $41,976,417 $ 871,128 $246,704,894 $(3,413,821) 13,401,670 $(167,206,663) Included in Stockholders' Equity at June 30, 1993 and 1992 are reductions of approximately $84,000 and $840,000 respectively, for a loan receivable from the Employees' Stock Ownership Trust. Share amounts have been adjusted to reflect the May 1993 two-for-one stock split, where appropriate. See notes to consolidated financial statements.
{CONSOLIDATED BALANCE SHEETS}
Standex International Corporation and Subsidiaries June 30 1994 1993 Assets Current Assets Cash and cash equivalents $5,023,401 $7,518,085 Receivables - less allowance of $2,587,000 in 1994 and $2,667,000 in 1993 83,380,665 75,451,372 Inventories 104,560,817 95,477,875 Prepaid expenses 3,987,588 3,903,716 Total current assets 196,952,471 182,351,048 Property, Plant and Equipment Land and buildings 59,161,556 59,537,597 Machinery and equipment 154,401,695 147,882,972 Total 213,563,251 207,420,569 Less accumulated depreciation 123,866,069 116,501,554 Property, plant and equipment, at cost-net 89,697,182 90,919,015 Other Assets Goodwill - net 16,256,690 17,287,356 Prepaid pension and other 20,814,502 18,011,237 Total other assets 37,071,192 35,298,593 Total $323,720,845 $308,568,656 Liabilities and Stockholders' Equity Current Liabilities Current portion of debt $9,575,506 $10,713,924 Accounts payable 28,711,360 28,233,791 Accrued payroll and employee benefits 18,208,413 18,710,802 Income taxes 2,772,976 4,412,538 Other 10,881,247 11,151,708 Total current liabilities 70,149,502 73,222,763 Long-Term Debt-less current portion 112,853,918 94,416,253 Deferred Income Taxes 13,769,000 12,974,000 Other Noncurrent Liabilities 8,016,470 6,431,320 Stockholders' Equity Common Stock-authorized, 30,000,000 shares in 1994 and 1993; par value, $1.50 per share; issued 27,984,278 shares in 1994 and 1993 41,976,417 41,976,417 Additional paid-in capital 871,128 - Retained earnings 246,704,894 227,358,484 Cumulative translation adjustment (3,413,821) (946,404) Less cost of treasury shares: 13,401,670 shares in 1994 and 12,767,809 in 1993 (167,206,663) (146,780,415) Less loan receivable from Employees' Stock Ownership Trust - (83,762) Total stockholders' equity 118,931,955 121,524,320 Total $323,720,845 $308,568,656 See notes to consolidated financial statements.
{STATEMENTS OF CONSOLIDATED CASH FLOWS}
Standex International Corporation and Subsidiaries Ended June 30 1994 1993 1992 Cash Flows from Operating Activities Net income $27,147,163 $24,011,998 $21,913,103 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,477,651 12,869,607 11,921,519 Profit improvement incentive plan 3,662,698 3,064,838 2,420,137 Deferred income taxes 795,000 606,000 720,000 Net pension credit (837,000) (620,000) (959,000) (Gain)loss on sale of investments, real estate and equipment (1,045,123) 284,928 342,903 Gain on disposition of businesses - - (1,029,324) Increase (decrease) in cash from changes in assets and liabilities, net of effect of acquisitions and dispositions: Receivables-net (8,024,312) 261,099 (306,866) Inventories (9,254,430) (1,534,022) (3,286,998) Prepaid expenses and other assets (2,189,924) (969,571) (1,325,187) Accounts payable 459,485 (981,692) 3,166,620 Accrued payroll, employee benefits and other liabilities (3,247,000) 498,789 1,035,755 Income taxes (1,706,496) (996,557) 228,850 Net cash provided by operating activities 18,237,712 36,495,417 34,841,512 Cash Flows from Investing Activities Expenditures for property and equipment (13,237,820) (10,727,300) (15,652,779) Expenditures for acquisitions - net of cash acquired - - (6,738,831) Proceeds from sale of investments, real estate and equipment 2,756,004 269,394 1,426,119 Proceeds from disposition of businesses - - 1,393,095 Net cash used for investing activities (10,481,816) (10,457,906) (19,572,396) Cash Flows from Financing Activities Proceeds from additional borrowings 23,502,040 10,978,583 25,529,124 Payments of debt (6,202,793) (6,165,189) (11,903,669) Stock issued under employee stock option and stock purchase plans 3,977,218 4,311,404 6,553,612 Cash dividends paid (7,800,753) (6,872,400) (6,589,792) Purchase of treasury stock (23,532,338) (31,895,811) (26,086,257) Payments on Employees' Stock Ownership Trust loan 83,762 755,939 671,532 Net cash used for financing activities (9,972,864) (28,887,474) (11,825,450) Effect of Exchange Rate Changes on Cash and Cash Equivalents (277,716) (522,585) 133,653 Net Changes in Cash and Cash Equivalents (2,494,684) (3,372,548) 3,577,319 Cash and Cash Equivalents at Beginning of Year 7,518,085 10,890,633 7,313,314 Cash and Cash Equivalents at End of Year $5,023,401 $7,518,085 $10,890,633 Supplemental Disclosure of Cash Flow Information Cash paid during the year for: Interest $5,856,833 $5,633,566 $7,343,214 Income taxes 15,919,562 13,718,741 11,075,201 See notes to consolidated financial statements.
{NOTES TO CONSOLIDATED FINANCIAL STATEMENTS} Summary of Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of Standex International Corporation and its subsidiaries. Cash and Cash Equivalents Includes highly liquid investments purchased with a remaining maturity of three months or less. The recorded amount of cash equivalents approximates fair market value. Inventories Inventories are stated at the lower of first-in, first-out cost or market. Property, Plant and Equipment Property, plant and equipment are depreciated over their estimated useful lives using primarily the straight-line method. Goodwill The excess of purchase price of acquired companies over the fair value of net identifiable assets at date of acquisition has been recorded as goodwill and is being amortized on a straight-line basis over a forty-year period. Accumulated amortization aggregated $6,864,000 and $6,250,000 at June 30, 1994 and 1993, respectively. The Company annually evaluates the net balance of goodwill based on the projected operating income of the respective businesses on an undiscounted cash flow basis. Foreign Currency Translation Assets and liabilities of non-U.S. operations are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated using average exchange rates. The resulting translation adjustment is reported as a separate component of stockholders' equity. Gains and losses from non-U.S. currency transactions are included in results of operations. Earnings Per Share Earnings per share are computed based on the average number of shares and share equivalents outstanding during the year. The weighted average number of shares used in the determination of earnings per share was 15,293,351, 16,375,964 and 17,836,576 in 1994, 1993 and 1992, respectively. All references to share and per share data have been adjusted to reflect the two-for-one stock split in May, 1993. Reclassifications Certain prior year amounts have been reclassified to conform to the 1994 financial statement presentation. Inventories
Inventories are comprised of (in thousands): 1994 1993 Raw materials $36,765 $33,187 Work in process 25,598 21,648 Finished goods 42,198 40,643 Total $104,561 $95,478 Debt Debt is comprised of (in thousands): 1994 1993 Bank credit agreements $109,095 $87,371 Institutional investors 8 3/4% (Due 1995-1996)-unsecured 10,000 15,000 Other 1% to 11% (Due 1995-2003) 3,335 2,759 Total 122,430 105,130 Less current portion 9,576 10,714 Total long-term debt $112,854 $94,416
Bank Credit Agreements The Company has the option to borrow up to $135,000,000 on an unsecured short-term basis at rates which are generally below the prime rate (such rates varied from 3.4% to 4.5% during 1994). In addition, the Company has a revolving credit agreement with four banks. The agreement provides for a maximum credit line of $125,000,000 until December 31, 1997, at which time outstanding loans will be due and payable. Borrowings under the agreement period would generally bear interest at rates which approximate the prime rate. The Company is required to pay a commitment fee of up to 1/2% on the average daily unused amount. There were no borrowings outstanding under the revolving credit agreement during 1994, 1993 or 1992.
Available borrowings under the bank agreements described above are reduced by short-term borrowings. The following is a summary of borrowings under the agreements (in thousands): 1994 1993 1992 Maximum month-end borrowings during the year $109,095 $87,848 $77,466 Average aggregate borrowings during the year $97,351 $76,959 $63,192 Weighted average interest rate for borrowings out- standing during the year 3.8% 3.8% 5.5% Available borrowings at year-end $25,905 $37,629 $22,534
The Company may refinance the unsecured short-term borrowings on a long-term basis under the revolving credit agreement discussed above. As such, the short-term outstanding borrowings, which are not expected to be paid within a year, are classified as long-term debt, and the debt repayment schedule, as presented below, is based on the terms of the revolving credit agreement. Management believes that the recorded amount of short-term borrowings approximate their fair value. Loan Covenants and Repayment Schedule The Company's loan agreements contain provisions relating to the maintenance of working capital and other financial ratios, restrictions on additional borrowings, treasury stock purchases and payments of dividends. At June 30, 1994, retained earnings of $6,365,000 were available for dividends and other distributions; this limitation will be augmented in the future by 50% of net income subsequent to June 30, 1994. It is anticipated the debt to which this covenant applies will be paid in full by September 30, 1994. Debt is due as follows: 1995, $9,576,000; 1996, $5,375,000; 1997, $305,000; 1998, $106,075,000; 1999, $190,000; and thereafter $909,000. Accrued Payroll and Employee Benefits
This current liability caption consists of (in thousands): 1994 1993 Payroll $13,138 $12,813 Benefits 3,540 4,377 Taxes 1,530 1,521 Total $18,208 $18,711
Commitments The Company leases certain property and equipment under agreements with initial terms ranging from one to twenty years. Rental expense for the years ended June 30, 1994, 1993 and 1992 was approximately $5,900,000, $5,400,000 and $4,800,000, respectively. At June 30, 1994, the minimum annual rental commitments under noncancelable operating leases, principally real estate, were approximately: 1995, $3,700,000; 1996, $2,700,000; 1997, $1,600,000; 1998, $1,100,000; 1999, $800,000; after 1999, $500,000. Contingencies The Company is a party to various claims and legal proceedings related to environmental matters generally incidental to its business. Management has evaluated each matter based upon the advice of its independent environmental consultants and has recorded an appropriate provision for the resolution of such matters in accordance with Statement of Financial Accounting Standards (SFAS) No. 5, "Accounting for Contingencies." Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company's financial statements. Income Taxes
Effective July 1, 1993, the Company adopted SFAS No. 109, "Accounting for Income Taxes." Deferred assets and liabilities are recorded for the expected future tax consequences of events that have been included in the financial statements or tax returns. The adoption of SFAS No. 109 did not have a material impact on the Company's consolidated financial statements. The provision for income taxes consists of (in thousands): 1994 1993 1992 Current: Federal $8,509 $8,201 $6,755 State 2,062 1,640 1,323 Non-U.S. 3,709 2,991 2,948 Total 14,280 12,832 11,026 Deferred 795 606 720 Total $15,075 $13,438 $11,746
Income before income taxes relating to U.S. operations was $30,254,000, $27,862,000 and $23,872,000 in 1994, 1993 and 1992, respectively. Income before income taxes for Non-U.S. operations was $11,968,000, $9,588,000 and $9,787,000 in 1994, 1993 and 1992, respectively.
A reconciliation of the U.S. Federal income tax rate to the effective income tax rate is as follows: 1994 1993 1992 Statutory tax rate 35.0% 34.0% 34.0% Non-U.S. (1.1) (1.0) (0.7) State taxes 3.3 3.3 2.6 Insurance - net (0.5) (0.3) (1.5) Other items - net (1.0) (0.1) 0.5 Effective income tax rate 35.7% 35.9% 34.9%
Significant components of the Company's net deferred tax liability as of June 30, 1994 were as follows (in thousands):
Deferred tax liabilities: Accelerated depreciation $12,612 Net pension credit 5,678 Other items 589 Deferred tax assets: Expense accruals (3,357) Compensation costs (1,753) Net deferred tax liability $13,769
Significant components of deferred income taxes and their related impact on deferred income tax expense are as follows (in thousands):
1994 1993 1992 Accelerated depreciation $606 $612 $277 Net pension credit 759 621 676 Compensation costs (509) 28 - Business disposition costs - - 489 Expense accruals (204) (538) (718) Other items 143 (117) (4) Total $795 $606 $720
At June 30, 1994, accumulated retained earnings of non-U.S. subsidiaries totaled $35,185,000. No provision for U.S. income and foreign withholding taxes has been made because it is expected that such earnings will be reinvested indefinitely or the distribution of any remaining amount would be principally offset by foreign tax credits. The determination of the withholding taxes that would be payable upon remittance of these earnings and the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable. Industry Segment Information The Company is composed of three product groups. These groups are described on pages 4-11. Net sales include only transactions with unaffiliated customers and include no significant intersegment or export sales. Operating income by product group and geographic area excludes general corporate and interest expenses. Assets of the Corporate segment consist primarily of cash, administrative buildings and equipment and other non-current assets.
Net Sales Operating Income (In thousands) 1994 1993 1992 1994 1993 1992 Graphics/Mail Order $138,738 $145,558 $147,117 $11,484 $13,342 $11,949 Institutional 241,054 211,682 187,896 28,379 25,125 20,405 Industrial 149,607 149,067 141,839 16,955 15,810 15,147 Corporate and other - 5 364 (14,596) (16,827) (13,842) Total $529,399 $506,312 $477,216 $42,222 $37,450 $33,659 Assets Employed Capital Expenditures (In thousands) 1994 1993 1992 1994 1993 1992 Graphics/Mail Order $76,250 $75,410 $83,226 $3,031 $1,368 $3,545 Institutional 136,117 117,314 109,858 6,521 4,472 4,390 Industrial 95,732 100,071 104,183 3,627 4,816 7,340 Corporate and other 15,622 15,774 19,299 59 71 378 Total $323,721 $308,569 $316,566 $13,238 $10,727 $15,653 Depreciation and Amortization (In thousands) 1994 1993 1992 Graphics/Mail Order $2,659 $2,802 $2,623 Institutional 4,522 4,246 3,715 Industrial 5,036 5,391 5,234 Corporate and other 261 431 350 Total $12,478 $12,870 $11,922 Financial data related to U.S. and non-U.S. operations: U.S. Non-U.S. (In thousands) 1994 1993 1992 1994 1993 1992 Net sales $431,774 $402,274 $373,888 $97,625 $104,033 $102,964 Operating income 45,761 44,987 37,799 11,057 9,290 9,702 Assets employed 232,448 207,999 205,432 75,651 84,796 91,835 The Corporate segment is excluded from the above table.
Employee Benefit Plans Retirement Plans The Company and its subsidiaries have several company sponsored, funded retirement plans covering substantially all U.S. and many non-U.S. employees. Benefits are principally based on an employee's years of service and compensation during employment. The Company's funding policy with respect to the U.S. plans is to contribute annually the amount required by the Employee Retirement Income Security Act of 1974. Non-U.S. plans are funded in accordance with local requirements. The periodic pension credit is comprised of the components listed below as determined using the projected unit credit actuarial cost method (in thousands):
1994 1993 1992 Service costs for benefits earned during the period $3,913 $3,852 $3,687 Interest cost on projected benefit obligation 7,478 6,941 6,278 Actual return on plan assets 1,217 (9,192) (5,750) Net amortization and deferral (13,445) (2,221) (5,174) Net pension credit $(837) $(620) $(959)
The following table sets forth the funded status and obligations of the Company's principal plans at year end, using a measurement date of April 1 (in thousands):
1994 1993 Accumulated vested benefit obligation $79,236 $68,797 Projected benefit obligation 99,068 90,120 Fair value of assets 113,350 117,750 Funded status 14,282 27,630 Unrecognized transition amount (13,534) (15,299) Unrecognized prior service cost 1,455 1,565 Unrecognized loss (gain) 8,692 (4,682) Prepaid pension cost $10,895 $9,214
The accumulated benefit obligation approximated the accumulated vested benefit obligation in 1994 and 1993. The Company used an assumed weighted average discount rate of 8.0% for 1994 and 8.5% for 1993 and 1992, and a rate of increase in future compensation levels of 5% in 1994, and 6% for 1993 and 1992 in determining the actuarial present value of the U.S. projected benefit obligation. The expected long-term rate of return on U.S. plan assets was 9% in 1994, 1993 and 1992. At June 30, 1994, U.S. plan assets consisted of equity securities, U.S. treasury obligations, corporate bonds and cash equivalents. For its non-U.S. plans, the Company used assumed weighted average discount rates ranging from 7.5% to 10%, and rates of increase in future compensation levels ranging from 5% to 7% in determining the actuarial present value of the projected benefit obligation. The expected long-term rate of return on plan assets was 11.0%. As of June 30, 1994, non-U.S. plan assets consist of units in a pooled investment fund. Certain U.S. employees are covered by union-sponsored, collectively bargained, multi-employer pension plans. Contributions and cost are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. Pension expense for these plans was $1,006,000, $881,000 and $939,000 in 1994, 1993 and 1992, respectively. Employees' Stock Ownership Plan The Company has an Employee Stock Ownership Plan covering certain salaried employees. Amounts provided for this plan are approved by the Board of Directors and for the years ended June 30, 1994, 1993 and 1992 aggregated $1,000,000 each year. Profit Improvement Incentive Plan The Company has a profit improvement incentive plan in which certain officers and employees participate. Shares under this plan are issued at the discretion of the Salary and Employee Benefits Committee of the Board of Directors and are assigned a value equal to a multiple of earnings per share payable in five years based upon the net increase in earnings per share over the five-year period. Each fiscal year, amounts are charged or credited to operations to reflect this liability. Amounts charged to operations for the years ended June 30, 1994, 1993 and 1992 were $3,663,000, $3,065,000 and $2,420,000, respectively. Postretirement Benefits Other Than Pensions The Company sponsors unfunded postretirement medical and life plans covering certain full time employees who retire and have attained the requisite age and years of service. Retired employees are required to contribute toward the cost of coverage according to various rules established by the Company. Effective July 1, 1993, the Company adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," which requires accrual of postretirement benefits (such as health care and life insurance benefits) during the years an employee provides services. Prior to adopting this standard, the Company recorded the cost of these benefits on a pay-as-you-go basis. The adoption of SFAS No. 106 increased operating expenses by $639,000 in 1994. Postretirement benefits paid during 1994 totaled $667,000, while net postretirement costs recorded in 1994 aggregated $1,306,000 which included service and interest costs of $119,000 and $741,000, respectively, as well as $446,000 relating to the amortization of the transition obligation which is being amortized on a straight line basis over twenty years. The following table sets forth the funded status of the Company's postretirement benefit plans (in thousands):
Accumulated benefit obligation: Retirees $4,770 Eligible active employees 1,921 Other active employees 2,384 Total 9,075 Unrecognized net loss 49 Unrecognized transition obligation (8,485) Accrued postretirement cost $639
The Company used an assumed discount rate of 8% and an initial assumed health care cost trend rate of 8.5%, declining gradually to an ultimate cost rate of 4.5% for years after 2008. A 1% increase in the assumed health care cost trend rate would have increased the cost of postretirement health care benefits by 8% and the accumulated benefit obligation at June 30, 1994 by $726,000. Stock Option and Stock Purchase Plans Stock Option Plans
At June 30, 1994, 546,616 shares of common stock were reserved for issuance under the Stock Option Plans. Options may be granted at or below fair market value as of the date of grant and must be exercised within the period prescribed by the Salary and Employee Benefits Committee of the Board of Directors at the time of grant but not later than ten years from the date of grant. Options granted at fair market value can be exercised any time after six months from date of grant, and options granted at below fair market value can only be exercised in accordance with vesting schedules prescribed by the Committee. A summary of options issued under the plans is as follows: No. of Shares Outstanding, June 30, 1991 ($5.10 to $10.50 per share) 1,412,100 Granted ($9.00 to $12.50 per share) 24,500 Exercised ($5.10 to $10.32 per share) (487,816) Cancelled ($5.08 to $8.25 per share) (138,134) Outstanding, June 30, 1992 ($5.10 to $12.50 per share) 810,650 Granted ($15.82 to $18.38 per share) 48,000 Exercised ($5.10 to $12.50 per share) (255,554) Outstanding, June 30, 1993 ($5.10 to $18.38 per share) 603,096 Granted ($16.00 to $26.00 per share) 37,000 Exercised ($5.10 to $15.81 per share) (177,884) Cancelled ($7.50 to $12.50 per share) (4,800) Outstanding, June 30, 1994 ($6.75 to $26.00 per share) 457,412 Exercisable, June 30, 1994 ($6.75 to $18.38 per share) 293,912
Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan which allows employees to purchase shares of common stock of the Company at a 15% discount from market value. Shares of stock reserved for the Plan were 282,539 at June 30, 1994. Shares purchased under this plan aggregated 85,391; 85,910 and 50,471 in 1994, 1993 and 1992, respectively. Shareholders Rights Plan The Company has a Shareholders Rights Plan for which purchase rights have been distributed as a dividend at the rate of one right for each share of common stock held. The rights may be exercised only if an entity has acquired beneficial ownership of 20% or more of the Company's common stock, or announces an offer to acquire 30% or more of the Company. Stock split All share and per share data have been adjusted, where appropriate, to reflect the May 1993, two-for-one stock split. Acquisitions During 1992, the Company made five acquisitions for a total of $6,700,000 in cash. These transactions were accounted for as purchases and, accordingly, the consolidated financial statements include the results of operations of the acquired businesses from their respective acquisition dates. The purchase price of the acquisitions were allocated to the assets acquired based on their fair value and resulted in the recognition of goodwill of $1,220,000. If the acquisitions had occurred as of July 1, 1991 consolidated results would not have been materially affected. Quarterly Results of Operations (Unaudited) The unaudited quarterly results of operations for the years ended June 30, 1994 and 1993 are set forth on page 14. Subsequent Event On August 10, 1994, the Company entered into an agreement to sell a subsidiary, Standex International Engraving GmbH, as of August 31, 1994 for total consideration of $19.4 million. This transaction is expected to result in a gain. Net sales of the subsidiary totaled $19.1 million during 1994. {INDEPENDENT AUDITORS' REPORT} To the Board of Directors and Stockholders of Standex International Corporation: We have audited the accompanying consolidated balance sheets of Standex International Corporation and subsidiaries as of June 30, 1994 and 1993, and the related statements of consolidated income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 1994. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Standex International Corporation and subsidiaries as of June 30, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1994 in conformity with generally accepted accounting principles. Boston, Massachusetts August 16, 1994 Corporate Headquarters Standex International Corporation 6 Manor Parkway Salem, N.H. 03079 (603) 893-9701 Facsimile:(603) 893-7324 Common Stock Listed on the New York Stock Exchange (Ticker symbol:SXI) Transfer Agent and Registrar: The First National Bank of Boston, Shareholder Services Division, Box 644, Mail Stop 45-02-09, Boston, Mass. 02102-0644 (617) 575-2900 Counsel Hale and Dorr 60 State Street Boston, Mass. 02109 Auditors Deloitte & Touche LLP 125 Summer Street Boston, Mass. 02110 Shareholder Services Stockholders should contact Standex.s Transfer Agent (The First National Bank of Boston, Shareholder Services Division, Box 644, Mail Stop 45-02-09, Boston, Mass. 02102-0644) regarding changes in name, address or ownership of stock; lost certificates or dividends; and consolidation of accounts. Form 10-K Shareholders may obtain a copy of Standex.s Form 10-K Annual Report, as filed with the Securities and Exchange Commission by writing to: Standex Investor Relations Department, 6 Manor Parkway, Salem, N.H. 03079 Stockholder Meeting The Annual Meeting of Stockholders will be held at 11:00 AM on Tuesday, October 25, 1994 at The First National Bank of Boston, Auditorium, Main Lobby, 100 Federal Street, Boston, Mass. {BOARD OF {CORPORATE {DIVISION DIRECTORS} OFFICERS} MANAGEMENT} Thomas L. King* Thomas L. King Robert J. Dittrich Chairman of the Board, Chairman of the Board, President President, Chief President, Chief Standard Publishing Executive Officer Executive Officer Harry D. Goodwin John Bolten, Jr.a David R. Crichton President Consultant Executive Vice Crest Fruit Company President/ William L. Brown* Operations Jerry G. Griffin Former Chairman of the President Board of Bank of Boston Thomas H. DeWitt Standex Commercial Products Corporation and The First Executive Vice National Bank of Boston President/ John Hill Administration, Chairman & Consultant David R. Crichton General Counsel Standex Electronics Executive Vice President/Operations Lindsay M. Sedwick Giorgio Mazza Vice President, President Samuel S. Dennis 3d*a Treasurer Roehlen Industries/Europe Senior Partner, Hale and Dorr, Attorneys Edward J. Trainor Martin D. Pallante Vice President President Thomas H. DeWitt Roehlen Industries/ Executive Vice President/ Robert R. Kettinger North America Administration, Corporate Controller General Counsel Thomas Tellin Richard H. Booth President Walter F. Greeley Corporate Counsel, James Burn International Chairman, High Street Secretary Associates, An Investment Edward J. Trainor Partnership Deborah A. Rosen President Senior Corporate Standex Institutional Daniel B. Hogan, Ph.D. Attorney, Products President, Assistant Secretary The Apollo Group, L. Kenneth Womelsdorf Management Consultants Norman B. Asher President Assistant Secretary Standex Precision C. Kevin Landry Engineering Managing Partner, T.A. Associates, A Venture Capital Firm H. Nicholas Muller, III, Ph.D. Director, State Historical Society of Wisconsin Sol Sackel Former Senior Vice President of the Company Lindsay M. Sedwick Vice President, Treasurer * Member of Executive Committee a Founder of the Company Printed in U.S.A. by Standard Publishing, Cincinnati, Ohio, a division of Standex International. EX-21 9 EXHIBIT 21 STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES SUBSIDIARIES OF REGISTRANT Information is set forth below concerning all operating subsidiaries of the Company as of June 30, 1994 (except subsidiaries which, considered in the aggregate do not constitute a significant subsidiary): Percentage Percentage of Voting of Voting Stock Stock Owned Owned by Jurisdiction of by the Immediate Name of Subsidiary Incorporation Company Parent Crest Fruit Company............... Texas 100% Custom Hoists, Inc................ Ohio 100% James Burn/American, Inc.......... New York 100% Standex Financial Corp. .......... Delaware 100% SXI Limited....................... Canada 100% Keller-Dorian Graveurs, S.A. ..... France 100% S. I. de Mexico S.A. de C.V. ..... Mexico 100% Standex International FSC, Inc. .. Virgin Islands 100% Standex International GmbH........ Germany 100% Standex International Engraving GmbH ............... Germany 100% Standex Holdings Limited.......... United Kingdom 100% Standex International Limited....................... United Kingdom 100% Roehlen Industries Pty. Limited....................... Australia 50% 50% James Burn International Limited....................... United Kingdom 100% Standex Electronics (U.K.) Limited....................... United Kingdom 100% EX-23 10 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-9108, 33-9109, C-206-16, 33-2-7706, 33-42954 and 33-45054 of Standex International Corporation on Form S-8 of our reports dated August 16, 1994, appearing in and incorporated by reference in the Annual Report on Form 10-K of Standex International Corporation for the year ended June 30, 1994. DELOITTE & TOUCHE LLP Boston, Massachusetts September 12, 1994 EX-24 11 EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ David R. Crichton David R. Crichton EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ Daniel B. Hogan Daniel B. Hogan EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ Samuel S. Dennis 3d Samuel S. Dennis 3d EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ John Bolten, Jr. John Bolten, Jr. EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ Thomas H. DeWitt Thomas H. DeWitt EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ Walter F. Greeley Walter F. Greeley EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ C. Kevin Landry C. Kevin Landry EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ H. Nicholas Muller, III H. Nicholas Muller, III EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ William L. Brown William L. Brown EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ Sol Sackel Sol Sackel EXHIBIT 24 POWER OF ATTORNEY The undersigned, being a director of Standex International Corporation ("Standex"), hereby constitutes Thomas L. King and Thomas H. DeWitt, and each of them singly, my true and lawful attorney with full power to them, and each of them singly, to sign for me and in my name in my capacity as a director of Standex, the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 and any and all amendments thereto and generally to do such things in my name and behalf to enable Standex to comply with the requirements of the Securities and Exchange Commission relating to Form 10-K. Witness my signature this 1st day of September, 1994. /s/ Lindsay M. Sedwick Lindsay M. Sedwick EX-27 12
5 1000 YEAR JUN-30-1994 JUN-30-1994 5,023 0 85,968 2,587 104,561 196,952 213,563 123,866 323,721 70,150 112,854 41,976 0 0 76,956 323,721 529,399 531,242 346,491 346,491 12,478 1,487 5,938 42,222 15,075 27,147 0 0 0 27,147 1.78 1.78
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