-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ho6pcJm/HXjeHXh8eRuqFZ/kVKnw0RHTez73PaKC/m9wTwwv8wQw+7+p9/K3at/g CxjM1PA3G3fTPAskxgzoxA== 0000310354-98-000005.txt : 19980128 0000310354-98-000005.hdr.sgml : 19980128 ACCESSION NUMBER: 0000310354-98-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980126 EFFECTIVENESS DATE: 19980126 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 310596149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44953 FILM NUMBER: 98513814 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 S-8 1 As filed with the Securities and Exchange Commission on January 26, 1998 Registration No.__________ __________________________________________________________________ __________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STANDEX INTERNATIONAL CORPORATION (Exact name of issuer as specified in its Certificate of Incorporation) Delaware 31-0596149 (State of Incorporation) (I.R.S. Employer Identification No.) 6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079 (Address of principal executive offices) (Zip Code) STANDEX INTERNATIONAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Full Title of Plan) Deborah A. Rosen c/o Standex International Corporation 6 Manor Parkway Salem, New Hampshire 03079 (Name and Address of agent for service) 603-893-9701 (Telephone Number, including area code, of agent for service) Calculation of Registration Fee _____________________________________________________________________
Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered (1) Share Price (2) Fee Common Stock 400,000 $ 29.438 $ 11,775,200 $ 3,568 par value $1.50 per share
______________________________________________________________________ NOTES: 1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, (the "Securities Act") this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 2. Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act upon the basis of the average of the high and low sale price of the Company's Common Stock, par value $1.50 per share (the "Common Stock") as reported on the New York Stock Exchange on January 22, 1998. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing information specified in Part 1 are not required to be filed by Standex International Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement (the "Registration Statement"). Such documents are located at the corporate office of the Company, 6 Manor Parkway, Salem, New Hampshire 03079 (1-603-893-9701). PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed with the Commission are incorporated in this Registration Statement by reference: (1) The Company's Annual Report on Form 10K for the year ended June 30, 1997, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act, that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above. (3) The description of the Common Stock contained in the Registration of Securities on Form 8-B dated June 12, 1975, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c) 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be decreed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Legal Opinion. The legality of the shares of the Common Stock reserved for issuance under the Employee Stock Purchase Plan will be passed upon for the Company by Deborah A. Rosen, General Counsel of the Company. At January 23, 1998, Ms. Rosen owned 2,298 shares of Common Stock (excluding approximately 1,563 shares in her account at September 30, 1997 under the Company's Employees' Stock Ownership Plan). ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Seventh Article of the Restated Certificate of Incorporation of the Company, each person who is or was a director or officer of the Company will be indemnified by the Company to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as the same may be amended and supplemented from time to time. Section 145(a) of the General Corporation Law of Delaware permits a corporation to indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any action, suit or proceeding arising out of his or her status as director, officer, employee or agent if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145(b) provides that a corporation shall have the power to indemnify any director, officer, employee or agent against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the corporation unless and to the extent a court of competent jurisdiction determines that such person is entitled to indemnity for such expenses. To the extent that a present or former director or officer has been successful in defense of any action or claim, Section 145(c) provides that he or she shall be indemnified against expenses incurred by him or her in connection therewith. Under Section 145(g), a corporation also has the power to purchase and maintain insurance on behalf of any director, officer, employee or agent against any liability arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability. The Company maintains, on behalf of its directors and officers, insurance protection in the amount of $20,000,000 against certain liabilities arising out of the discharge of their duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following exhibits are filed (except where otherwise indicated) as part of this Registration Statement. 4.1 Standex International Corporation Employee Stock Purchase Plan. 4.2 Restated Certificate of Incorporation of Standex, dated October 16, 1986, is incorporated by reference to the exhibits to the Quarterly Report of Standex on Form 10-Q for the fiscal quarter ended December 31, 1986. 4.3 By-Laws of Standex, as amended, and restated on July 27, 1994 are incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994. 5. Opinion of Deborah A. Rosen as to the legality of the Common Stock. 23.1 Consent of Deloitte & Touche LLP, Independent Public Accountants. 23.2 The Consent of Counsel is included in her opinion filed as Exhibit 5 hereto. 24. Powers of Attorney from John Bolten, Jr., William L. Brown, David R. Crichton, Samuel S. Dennis 3d, William R. Fenoglio, Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller, III, Sol Sackel and Lindsay M. Sedwick. ITEM 9. UNDERTAKINGS 1. The Company hereby undertakes: (A) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that sub-paragraphs (i) and (ii) above do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (B) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person or the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Salem, County of Rockingham and the State of New Hampshire, on the 26th day of January, 1998. STANDEX INTERNATIONAL CORPORATION By: /s/ Edward J. Trainor Edward J. Trainor, President/CEO Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Date Signature Title January 26, 1998 /s/Edward J. Trainor President/CEO January 26, 1998 /s/Lindsay M. Sedwick Senior Vice President/CFO Edward J. Trainor has signed below on January 26, 1998 as attorney-in-fact for the following Directors of the Registrant: John Bolten, Jr. Daniel B. Hogan William L. Brown C. Kevin Landry David R. Crichton H. Nicholas Muller, III Samuel S. Dennis 3d Sol Sackel William R. Fenoglio Lindsay M. Sedwick Walter F. Greeley /s/ Edward J. Trainor Edward J. Trainor EXHIBIT INDEX SEQUENTIAL EXHIBIT PAGE NO. 4.1 Standex International Corporation Employee Stock Purchase Plan. 4.2 Restated Certificate of Incorporation of Standex, dated October 16, 1986, is incorporated by reference to the exhibits to the Quarterly Report of Standex on Form 10-Q for the fiscal quarter ended December 31, 1986. 4.3 By-Laws of Standex, as amended, and restated on July 27, 1994 are incorporated by reference to the exhibits to the Annual Report of Standex on Form 10-K for the fiscal year ended June 30, 1994 (the "1994 10-K"). 5. Legal Opinion. 23.1 Consent of Deloitte & Touche LLP, Independent Public Accountants. 23.2 Consent of Deborah A. Rosen, as counsel to the Company. 24. Powers of Attorney from: John Bolten, Jr., William L. Brown, David R. Crichton, Samuel S. Dennis, 3d, William R. Fenoglio, Walter F. Greeley, Daniel B. Hogan, C. Kevin Landry, H. Nicholas Muller, III, Sol Sackel and Lindsay M. Sedwick EX-4 2 EXHIBIT 4.1 Effective October 1, 1997 STANDEX INTERNATIONAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. This Plan affords certain employees of Standex International Corporation (the "Company") and its wholly- owned subsidiaries ("Subsidiaries") an opportunity to obtain shares of the Common Stock of the Company on a favorable basis. 2. Stock Subject to Plan. The stock to be offered under this Plan will be shares of the Common Stock of the Company, par value $1.50 per share, ("Standex stock") and may include authorized but unissued shares or treasury shares. Subject to adjustment as provided in Section 12, the aggregate amount of stock which may be purchased under this Plan shall not exceed 400,000 shares of Standex stock (as presently constituted). 3. Employees Eligible to Participate. An employee shall become eligible to participate in this Plan as of the first day of any calendar quarter after he/she becomes employed by the Company or any of its Subsidiaries if the employee is employed within the United States and is compensated in U.S. currency. Non-employee directors of the Company and employees, (i) whose customary employment is for twenty hours or less per week, (ii) who are customarily employed for not more than five months in any calendar year or (iii) who own 5% or more of the voting stock of the Company, are not eligible. All eligible employees shall enjoy equal rights and privileges under this Plan. 4. Grant of Option to Purchase. Each eligible employee ("Participant") is granted, on the first business day of each quarter (the "Grant Date"), an option to purchase, on the last business day of each quarter (the "Purchase Date"), such number of shares (including fractional shares) of Standex stock as may be purchased by the aggregate amount deducted from his/her compensation during said quarter at a price equal to the lesser of: (a) 85% of the opening price on the Grant Date; or (b) 85% of the closing price on the Purchase Date. The opening and closing prices shall be determined by reference to the opening and closing prices on the principal national securities exchange on which Standex stock is listed for trading. A business day shall be defined as a day on which the national securities exchanges are open for trading. 5. Participation Each Participant may participate in the Plan at the beginning of any calendar quarter by completing and forwarding a "Payroll Deduction Authorization Form For Purchase of Standex International Stock" to his/her appropriate payroll location before the commencement of the quarter. The form will authorize regular payroll deductions from the Participant's compensation to commence at the beginning of the calendar quarter specified in the form. The Company will maintain payroll deduction accounts for all Participants. The amount deducted must be at least $5.00 per week for employees paid on a weekly basis and $20.00 per month for employees paid on any other basis. In addition, the amount deducted may not exceed the higher of: (a) 10% of the "Compensation" (as defined below) received by the Participant from the Company in the prior calendar year divided by either 52 (for employees paid on a weekly basis) or 24 (for employees paid on a semi-monthly basis); or (b) 10% of the Participant's current annual base salary, if any, divided by either 52 or 24, as appropriate, provided, however, that the amount deducted shall not exceed $144.23 per week (for employees paid on a weekly basis) or $312.50 per pay period (for employees paid on a semi-monthly basis). "Compensation" shall mean base salary and/or net commissions paid by the Company plus any bonus amounts paid by the Company but excluding any amounts received from the Profit Improvement Participation Shares Plan. A Participant may increase or decrease his/her payroll deduction once every three months by filing a new Payroll Deduction Authorization Form. The change may not be effective sooner than the next pay period after the receipt of the Form. A Participant may terminate his/her participation in the Plan at any time but may not re-enter the Plan until the commencement of the calendar quarter following the expiration of three months from his/her last termination of participation. Participation in the Plan shall be wholly voluntary. No employee may purchase shares under the Plan to the extent such purchase would result in the ownership by him/her of more than 5% of the voting stock of the Company. For the purposes of the preceding sentence, the rules of Section 424(d) of the Internal Revenue Code of 1986, as amended, (the "Code") shall apply in determining the stock ownership of an individual and stock which the Participant may purchase under outstanding options shall be treated as stock owned by the Participant. 6. Purchase of Shares. So long as a Participant maintains his/her participation in the Plan, the number of shares computed under Sections 4 and 5 will automatically be purchased on the Purchase Date and shares will be issued to the Participant after the 15th day of the following month will be held in book entry form at the transfer agent of the Company. The number of shares purchased shall be shown on a statement issued to the Participant after the 15th day of the month following the Purchase Date. Certificates will not be issued unless the Participant specifically so requests in writing to the transfer agent of the Company. Upon receipt of such request, certificates shall be in whole shares. All purchases of Standex stock under this Plan must be made by payroll deductions only. 7. Designation of Accounts.. Accounts may be designated in the name of the Participant or, if he/she so indicates on the Payroll Deduction Authorization Form, in the Participant's name jointly with a member of his/her family (who is not a minor) with right of survivorship. A Participant who is a resident of a jurisdiction which does not recognize such a joint tenancy, may have their account designated in his/her name as tenant in common with a member of his/her family, without right of survivorship. 8. Rights as a Stockholder. The rights and privileges of a stockholder of the Company shall exist with respect to the shares purchased under this Plan when a statement has been issued evidencing the shares purchased for the Participant. 9. Rights on Retirement, Death, Termination of Employment or Termination of Participation. In the event of a Participant's retirement, death, termination of employment or termination of participation during a calendar quarter, any withholdings made from the Participant's pay during the current quarter shall be either used to purchase shares under the Plan at the end of that quarter or, if the Participant so requests prior to the end of that quarter, refunded to the Participant. In the case of retirement, death or termination of employment, a certificate will then be issued for all whole shares in book entry form totaling 100 or more and a check will be issued for any fractional shares remaining in the Participant's account. If, in any such case, the total shares in book entry form are less than 100, the transfer agent of the Company will sell the shares in the account as soon as practicable upon receiving notice from the Company that the Participant retired, died or terminated employment. In the case of a termination of participation by a Participant who will continue as an employee of the Company or one of its wholly-owned subsidiaries, the book entry account of such Participant will be maintained. 10. Rights Not Transferable. Rights under this Plan are not transferable by a Participant other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code (26 U. S. C. Section 1 et. seq.) or Title I of the Employment Retirement Income Security Act or rules thereunder and are exerciseable during his/her lifetime only by the Participant. 11. Application of Funds. All funds received or held by the Company under this Plan may be used for any corporate purpose. 12. Adjustment in Case of Changes Affecting Standex Stock. If the outstanding shares of Standex stock are changed by reason of a recapitalization or reclassification or if there shall be a stock split, stock dividend, subdivision or combination affecting the Standex stock, an appropriate and proportionate adjustment shall be made in the maximum number and kind of shares subject to this Plan. A corresponding adjustment changing the number or kind of shares allocated to unexercised options which shall have been granted prior to any such change shall likewise be made. Adjustments under this Section 12 shall be made by the Board of Directors of the Company, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. 13. Administration. The Salary and Employee Benefits Committee of the Board of Directors of the Company (the "Committee") which shall be made up of two or more directors each of whom is a disinterested person as that term is defined in Section 16b- (3)(c)(2)(i) of the Securities Exchange Act of 1934 (the "1934 Act"), may from time to time impose, amend or repeal such regulations, not inconsistent herewith, as it may deem necessary for the proper administration of the Plan. However, such regulations shall neither permit nor deny participation in the Plan contrary to the requirements of the Code (including, but not limited to, Section 423(b)(3), (4) and (8) thereof) and regulations promulgated thereunder. 14. Amendment of the Plan. Either the Board of Directors of the Company or the Committee may at any time, or from time to time, amend this Plan in any respect, except that, without the approval of a majority of the shares of stock of the Company then issued and outstanding and entitled to vote, no amendment shall be made (a) increasing the aggregate number of shares which may be issued under this Plan (other than as provided in Section 12); or (b) changing the class of employees eligible to receive options under this Plan. 15. Effective Date of Plan. This Plan shall take effect October 1, 1997, provided that it is approved by the holders of a majority of the shares of the Common Stock of the Company present, in person or by proxy, and entitled to vote at the Annual Meeting of Stockholders within the 12 months following that date. 16. Termination of the Plan This Plan and all rights of employees under any offering hereunder shall terminate: (a) on the day that Participants become entitled to purchase a number of shares equal to or greater than the number of shares remaining available for purchase. If the number of shares entitled to be purchased is greater than the shares remaining available, the available shares shall be allocated by the Committee among such participating employees in such manner as they deem fair; or (b) at any time, at the discretion of the Committee. Upon termination of this Plan, all amounts in the accounts of Participants, to the extent not used to purchase shares under the Plan, shall be promptly refunded. 17. Leaves of Absence If a Participant ceases to receive compensation because of an authorized leave of absence, sick leave, military service or layoff or if a Participant becomes temporarily ineligible because of a change of employment status, the payroll deductions under this Plan will be automatically suspended. Such payroll deductions will only be re- established after the individual returns to full employment status. 18. Government Regulations. The Company's obligation to sell and deliver Standex stock under this Plan is subject to compliance with any governmental law, regulation or other requirement in connection with the authorization, issuance or sale of such stock. 19. Limitation Required by the Code. No Participant shall be permitted to purchase shares of Standex stock under all stock purchase plans of the Company, its parents or subsidiaries, at a rate which exceeds $25,000 of fair market value of such shares (determined as of the Grant Date) in any calendar year. 20. Application of Section 16 of the 1934 Act. With respect to persons subject to Section 16 of the 1934 Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. EX-5 3 EXHIBIT 5 January 26, 1998 Standex International Corporation 6 Manor Parkway Salem, NH 03079 Gentlemen: I have prepared a Registration Statement on Form S-8 pursuant to the Securities Act of 1933, as amended, (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to an aggregate of 400,000 shares of the Common Stock par value $1.50 per share (the "Shares") of Standex International Corporation, a Delaware corporation (the "Company"), issuable under the Employee Stock Purchase Plan of the Company (the "Plan") which is approved by the stockholders of the Company at the Annual Meeting of Stockholders held on October 28, 1997. I am General Counsel and Secretary of the Company. I am beneficial owner of 3,861 shares of Common stock (including approximately 1,563 shares in my account as of September 30, 1997 under the Standex Employees' Stock Ownership Plan). I have examined the Restated Certificate of Incorporation, as amended, and By-laws of the Company, the Registration Statement and such other documents as I have deemed material for the purposes of this opinion. Based on the foregoing, it is my opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware; and 2. The Shares are duly authorized for issuance and, when issued and paid for in accordance with the terms of the Plan, will have been legally issued and will be fully paid and non-assessable. The foregoing assumes that all necessary steps will have been taken to comply with the requirements of the Securities Act of 1933, as amended, applicable requirements of state law regulating the sale of securities and applicable requirements of the New York Stock Exchange. I hereby consent to the use of my name in the Registration Statement and under the caption "Legal Opinion" in the Prospectus which is incorporated in the Registration Statement, and to the filing of this Opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Sincerely, /s/Deborah A. Rosen Deborah A. Rosen General Counsel DAR/dpr EX-23 4 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Standex International Corporation, on Form S-8 of our report dated August 20, 1997, appearing in and incorporated by reference in the Annual Report on Form 10-K of Standex International Corporation for the year ended June 30, 1997. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Boston, Massachusetts January 26, l998 EX-24 5 EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ John Bolten, Jr. ___________________________________ John Bolten, Jr. EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ William L. Brown ___________________________________ William L. Brown EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ David R. Crichton ___________________________________ David R. Crichton EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ Samuel S. Dennis 3d ___________________________________ Samuel S. Dennis 3d EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ William R. Fenoglio ___________________________________ William R. Fenoglio EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ Walter F. Greeley ___________________________________ Walter F. Greeley EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ Daniel B. Hogan ___________________________________ Daniel B. Hogan EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ C. Kevin Landry ___________________________________ C. Kevin Landry EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ H. Nicholas Muller, III ___________________________________ H. Nicholas Muller, III EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ Sol Sackel ___________________________________ Sol Sackel EXHIBIT 24 POWER OF ATTORNEY The undersigned, a director of Standex International Corporation, hereby constitutes Lindsay M. Sedwick and Edward J. Trainor, and each of them singly, my true and lawful attorney with full power to them, and to each of them singly, to sign for me and in my name, as director of Standex International Corporation, the Registration Statement of Standex International Corporation on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement, and generally to do all such things in my name and behalf in my capacity as director of Standex International Corporation, to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming their signatures or either of them singly as it my be signed to said Registration Statement and any and all amendments thereto. Witness my signature as of the 20 day of January, 1998. /s/ Lindsay M. Sedwick ___________________________________ Lindsay M. Sedwick -----END PRIVACY-ENHANCED MESSAGE-----