-----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, EchwBfEyPVXk0hK2yWZWCaW6xy0Rv5oFBvSDzXxtS7uZWF97/qjS+1SeAMn/BLIG RaY/t1kemeiv0rcKyAGCdg== 0000310354-07-000098.txt : 20071107 0000310354-07-000098.hdr.sgml : 20071107 20071107102143 ACCESSION NUMBER: 0000310354-07-000098 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 EFFECTIVENESS DATE: 20071107 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: 1933 Act SEC FILE NUMBER: 333-147190 FILM NUMBER: 071220015 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 S-8 1 s8sicstockpurchaseplannov07e.htm As filed with the Securities and Exchange Commission on January __, 1998


As filed with the Securities and Exchange Commission on November 7, 2007


Registration No.


_____________________________________________________________________________

_____________________________________________________________________________


UNITED STATES

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 (2)

Price (2)   

Fee (2)___


Common Stock

200,000

$  20.335  

$4,067,000

$159.84

par value

$1.50 per share

______________________________________________________________________________


NOTES:

1.

Together with additional shares of Common Stock which may become issueable under the Company's Employee Stock Purchase Plan as the result of a stock split, stock dividend or similar transaction affecting the Common Stock, pursuant to Rule 426(a) and (b) under the Securities Act of 1933.


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 November 1, 2007.


STATEMENT UNDER GENERAL INSTRUCTION E

REGISTRATION OF ADDITIONAL SECURITIES


Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 200,000 shares of Common Stock, par value $1.50 per share, of the Company reserved for issuance under the Company’s Employee Stock Purchase Plan as amended.  The Company’s Board of Directors and stockholders approved this increase.  Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Company’s Registration Statements on Form S-8, File Nos. 333-44953 and 333-102088, including, periodic reports that the Company filed, or will file after such Form S-8 to maintain current information about the Company are hereby incorporated by reference herein, and the opinions and consents listed in Item 8 below are attached hereto.




2




PART II.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

All information required in this Registration Statement (other than the information included or referenced in Item 8 below or otherwise set forth on the signature page) is set forth in the Registration Statement (File No. 333-102088), all of which is incorporated by reference herein.


ITEM 8.   EXHIBITS.


See Index to Exhibits which is incorporated herein by this reference.



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 7th day of November, 2007.


STANDEX INTERNATIONAL CORPORATION


/s/  Roger L. Fix

By:

___________________________________

Roger L. Fix, 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


/s/  Roger L. Fix

November 7, 2007

_____________________________

President/CEO

Roger L. Fix



/s/  Christian Storch

November 7, 2007

_____________________________

Vice President/CFO/

Christian Storch

Principal Accounting Officer






3




Roger L. Fix has signed below on November 7, 2007 as attorney-in-fact for the following Directors of the Registrant:

Charles H. Cannon, Jr.

H. Nicholas Muller, III

Thomas E. Chorman

Deborah A. Rosen

William R. Fenoglio

Christian Storch

Gerald H. Fickenscher

Edward J. Trainor

Daniel B. Hogan


/s/  Roger L. Fix

_______________________________

Roger L. Fix

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Administrator of the Employee Stock Purchase Plan, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Salem, State of New Hampshire on November 7, 2007.


Standex International Corporation Employee

Stock Purchase Plan


/s/  Roger L. Fix

By:

__________________________________

Roger L. Fix, President/CEO of

Standex International Corporation,

as Administrator



4





EXHIBIT INDEX


SEQUENTIAL

EXHIBIT

   PAGE NO.



23

Consent of Deloitte & Touche LLP, Independent Registered

Public Accounting Firm.


24

Powers of Attorney from Charles H. Cannon, Jr., Thomas E.

Chorman, William R Fenoglio, Gerald H. Fickenscher,

Daniel B. Hogan, H. Nicholas Muller, III, Deborah A. Rosen,

Christian Storch and Edward J. Trainor.




5



EX-23 3 s8deloitteconsentex23.htm Exhibit 23

Exhibit 23



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8, of our reports dated September 11, 2007, relating to the consolidated financial statements of Standex International Corporation (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)”), and management's report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Standex International Corporation for the year ended June 30, 2007.


/s/ DELOITTE & TOUCHE LLP


Boston, Massachusetts

November 7, 2007





EX-24 4 s8powerofattysigned2007.htm POWER OF ATTORNEY

EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 may be signed to said Registration Statement and any and all amendments thereto.

Witness my signature as of the 30th day of October, 2007.



/s/  Charles H. Cannon, Jr.

___________________________________

Charles H. Cannon, Jr.



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  Thomas E. Chorman

___________________________________

Thomas E. Chorman



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  William R. Fenoglio

___________________________________

William R. Fenoglio



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  Gerald H. Fickenscher

___________________________________

Gerald H. Fickenscher



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 20th day of October, 2007.



/s/  Daniel B. Hogan

___________________________________

Daniel B. Hogan



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  H. Nicholas Muller, III

___________________________________

H. Nicholas Muller, III



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  Deborah A. Rosen

___________________________________

Deborah A. Rosen



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  Christian Storch

___________________________________

Christian Storch



EXHIBIT 24


POWER OF ATTORNEY




The undersigned, a director of Standex International Corporation, hereby constitutes Deborah A. Rosen and Roger L. Fix, 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 30th day of October, 2007.



/s/  Edward J. Trainor

___________________________________

Edward J. Trainor




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