-----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, VmSFscdOvXQWnzqomjYjTBufBEcKsUJyeBZXbGhOzSxbShMg+eq4J3h2NITHBbj9 TY1gn4T8QBeC/UY7CRyolg== 0000310354-04-000036.txt : 20040309 0000310354-04-000036.hdr.sgml : 20040309 20040309095046 ACCESSION NUMBER: 0000310354-04-000036 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20040309 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07233 FILM NUMBER: 04656134 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 MAIL ADDRESS: STREET 1: 6 MANOR PARKWAY CITY: SALEM STATE: NH ZIP: 03079 10-K/A 1 tenka203.txt BODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2003 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 office) (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 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 [ ] 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. [X] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant at the close of business on July 31, 2003 was approximately $263,000,000. Registrant's closing price as reported on the New York Stock Exchange for July 31, 2003 was $22.42 per share. The number of shares of Registrant's Common Stock outstanding on August 29, 2003 was 12,176,299. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant's 2003 Annual Meeting of Stockholders (Part III) of this report are incorporated by reference. EXPLANATORY NOTE This Amendment No. 2 to the Standex International Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 2003 (the "Form 10-K") is being filed for the purpose of correcting An error in the version filed electronically with the Securities and Exchange Commission. The cover page to the Registrant's Form 10-K unintentionally omitted the legend that the Registrant is an accelerated filer. No other changes are being made by means of this filing. The Registrant hereby amends its cover page in the previously filed version attached to its Annual Report on Form 10-K by replacing it with the cover page attached hereto and incorporated in the Form 10-K for the fiscal year ended June 30, 2003 by this reference. ITEM 15. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K The following additional exhibits are filed herewith: EXHIBITS 31.3 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). 31.4 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). SIGNATURES Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the undersigned persons on behalf of Standex International Corporation and in the capacities indicated. STANDEX INTERNATIONAL CORPORATION (Registrant) Date: March 9, 2004 By: /s/ROGER L. FIX Roger L. Fix President/Chief Executive Officer EXHIBIT INDEX The following exhibits are filed as part of this report on Form 10-K/A EXHIBITS 31.3 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). 31.4 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). 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, 2003 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 office) (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 Common Stock, Which Registered Par Value $1.50 Per Share New York Stock Exchange 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 [ ] 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. [X] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES [X] NO [ ] The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant at the close of business on July 31, 2003 was approximately $263,000,000. Registrant's closing price as reported on the New York Stock Exchange for July 31, 2003 was $22.42 per share. The number of shares of Registrant's Common Stock outstanding on August 29, 2003 was 12,176,299. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant's 2003 Annual Meeting of Stockholders (Part III) of this report are incorporated by reference. EX-31 3 ex31310ka2.txt FIX CERTIFICATION EXHIBIT 31.3 RULE 13a-14(a) CERTIFICATION I, Roger L. Fix, President and Chief Executive Officer of Standex International Corporation certify that: I have reviewed this Annual Report on Form 10-K/A of Standex International Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Date: March 9, 2004 /s/ Roger L. Fix ______________________________ Roger L. Fix President/Chief Executive Officer EX-31 4 ex31410ka2.txt STORCH CERTIFICATION EXHIBIT 31.4 RULE 13a-14(a) CERTIFICATION I, Christian Storch, Vice President and Chief Financial Officer of Standex International Corporation certify that: I have reviewed this Annual Report on Form 10-K/A of Standex International Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Date: March 9, 2004 /s/ Christian Storch _______________________________ Christian Storch Vice President/Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----