S-8 1 bodys802.txt S8 6 7 As filed with the Securities and Exchange Commission on December 20, 2002 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 200,000 $23.53 $4,706,000 $433 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 December 18, 2002. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT On January 26, 1998, Standex International Corporation (the "Company") filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (Registration No. 333-44953) (the "Prior Registration Statement") relating to shares of the Company's Common Stock to be issued pursuant to the Standex International Corporation Employee Stock Purchase Plan (the "Plan"), as amended, and the Prior Registration Statement is currently effective. The contents of the Prior Registration Statement are incorporated herein by reference and are updated as provided below. 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, 2002, 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 hereby 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. In lieu of an opinion of counsel concerning compliance with the requirements of ERISA or an Internal Revenue Service (the "IRS") determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code, the Company undertakes that it will submit or has submitted the Plan and any amendment thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. 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 8. EXHIBITS. The following exhibits are filed (except where otherwise indicated) as part of this Registration Statement. 23. Consent of Deloitte & Touche LLP, Independent Auditors. 24. Powers of Attorney from John Bolten, Jr., David R. Crichton, Roger L. Fix, William R. Fenoglio, Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin Landry, H. Nicholas Muller, III, and Deborah A. Rosen. 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 20th day of December, 2002. STANDEX INTERNATIONAL CORPORATION By:/S/Edward J. Trainor ----------------------------------- Edward J. Trainor, Chairman/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 /s/ Edward J. Trainor December 20, 2002 ----------------------- Chairman/CEO Edward J. Trainor /s/ Christian Storch December 20, 2002 --------------------- Vice President/CFO Christian Storch /s/ Robert R. Kettinger December 20, 2002 ------------------------ Corporate Controller Robert R. Kettinger Edward J. Trainor has signed below on December 20, 2002 as attorney-in-fact for the following Directors of the Registrant: John Bolten, Jr. Daniel B. Hogan David R. Crichton Thomas L. King William R. Fenoglio C. Kevin Landry Roger L. Fix H. Nicholas Muller, III Walter F. Greeley Deborah A. Rosen /s/ Edward J. Trainor -------------------------- Edward J. Trainor ` EXHIBIT INDEX SEQUENTIAL EXHIBIT PAGE NO. 23. Consent of Deloitte & Touche LLP, Independent Auditors. 24. Powers of Attorney from John Bolten, Jr., David R. Crichton, William R Fenoglio, Roger L. Fix, Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin Landry, H. Nicholas Muller, III and Deborah A. Rosen.