8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 19, 2008

STANDEX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-7233	31-0596149
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

6 Manor Parkway, Salem, New Hampshire	03079
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (603) 893-9701

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 * Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 * Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 * Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 * Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Standex International Corporation

ITEM 5.02(c)

DEPARTING DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS TO CERTAIN OFFICERS

On March 19, 2008, Mr. Thomas D. DeByle, 48, was hired as Chief Financial Officer of the Company.  Prior to joining the Company, Mr. DeByle was with Ingersoll Rand, a leading diversified industrial company, where he was employed for seven years in various financial management positions of increasing responsibility, most recently as Sector Chief Financial Officer for two of the company’s five strategic business units – Club Car and Bobcat.  Mr. DeByle’s tenure at Ingersoll Rand also incuded serving as Vice President of Finance for the company’s Thermo King and Hussmann business units in Europe.

A copy of the press release dated March 19, 2008 announcing Mr. DeByle’s employment as Chief financial Officer of the Company is attached hereto as Exhibit 99.1.

There are no arrangements or understandings between Mr. DeByle and any other person(s) pursuant to which he is serving in the above referenced position.  In his capacity as Chief Financial Officer of the Company, Mr. DeByle has entered into an employment agreement with the Company that provides for the following compensatory arrangements:

a.

Mr. DeByle will receive an annual base salary of $300,000.

b.

Mr. DeByle will be eligible to receive a guaranteed minimum annual incentive payment equal to $50,000 for fiscal year 2008 [July 1, 2007 through June 30, 2008].  The maximum annual incentive payment opportunity is 75% of his annual base salary (pro-rated for his employment for fiscal 2008) under the Company’s annual incentive program which is based on the attainment of several pre-established performance goals established by the Compensation Committee of the Board of Directors.

c.

On or about his first day of employment, Mr. DeByle will receive a restricted stock grant, containing a three year vesting requirement, for 6,000 shares of Company stock under the Long Term Incentive Plan of the Company.

d.

Mr. DeByle will participate in the long term incentive program of the Company commencing with fiscal year 2009.

A copy of the Employment Agreement between Mr. DeByle and the Company effective as of March 19, 2008 is attached hereto as Exhibit 10.1.

Mr. DeByle does not have any family relationships with any director or executive officer of the Company.  Other than Mr. DeByle’s employment agreement which has been disclosed above, Mr. DeByle is not a party to any transactions which require disclosure under Item 404(a) of Regulation S-K.

ITEM 9.01

FINANCIAL STATEMENT AND EXHIBITS

(c)

Exhibits

10.1

Employment Agreement between the Company and Thomas D. DeByle dated March 19, 2008.

99.1

Press Release dated March 19, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STANDEX INTERNATIONAL CORPORATION

(Registrant)

/s/ Roger L. Fix

Roger L. Fix

Chief Executive Officer

Date: March 20, 2008

Signing on behalf of the registrant and as principal executive officer

EX-10

EMPLOYMENT AGREEMENT

            THIS IS AN AGREEMENT effective as of the 19th day of March, 2008 by and between Standex International Corporation, a Delaware corporation with executive offices located at 6 Manor Parkway, Salem, New Hampshire 03079 (the “Employer”) and Thomas D. DeByle, an individual residing at 4214 Timberline Drive, Fargo, North Dakota 58104 (the “Employee”).

1.      Employment; Term.

                     (a)  Employer hereby agrees to employ Employee, and Employee hereby agrees to serve Employer on a full-time basis as Chief Financial Officer of the Employer subject to the direction and control of the Chief Executive Officer of Employer, for an initial term commencing as of the date of this Agreement, and ending on June 30, 2009 (the “Initial Term”). Thereafter the Agreement shall automatically renew for successive one (1) year terms commencing on July 1^st of each year and end on June 30^th of the next succeeding year (the “Renewal Term”) unless otherwise terminated pursuant to Section 1(b) of this Agreement.

         (b)  Subject to the provisions for termination otherwise included in Section 5 herein, either the Employer or the Employee shall have the right to terminate this Agreement by giving the other party thirty (30) days advance, written notice (the “Notice Period”), at any time during the Initial Term or any Renewal Term, stating his/its intention to terminate the Agreement.  Such termination will be effective at the end of the Notice Period.  In the event of notice of termination by the Employer, the provisions of Section 6 shall apply.

2.      Best Efforts.  Employee agrees, as long as this Agreement is in effect, to devote his best efforts, time and attention to the business of Employer in the performance of such executive, managerial and supervisory duties contemplated by this Agreement.

3.      Non-Compete.  Except as set forth in the third paragraph of this Section 3, Employee shall not, while this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer.  It is the express intent of the Employer and Employee that: (i) the covenants and affirmative obligations of this Section be binding obligations to be enforced to the fullest extent permitted by law; (ii) in the event of any determination of unenforceability of the scope of any covenant or obligation, its limitation which a court of competent jurisdiction deems fair and reasonable, shall be the sole basis for relief from the full enforcement thereof; and (iii) in no event shall the covenants or obligations in this Section be deemed wholly unenforceable.

            In addition, except as set forth in the third paragraph of this Section 3, Employee shall not, for a period of one (1) year after termination of employment (whether such termination is by reason of the expiration of this Agreement or for any other reason), within the United States, directly or indirectly, control, manage, operate, join or participate in the control, management or operation of any business which directly or indirectly competes with any business of the Employer at the time of such termination.  The Employee shall not during the term of this non-competition provision contact any employees of the Employer for the purpose of inducing or otherwise encouraging said employees to leave their employment with the Employer.

            No provision contained in this section shall restrict Employee from making investments in other ventures which are not competitive with the Employer, or restrict Employee from engaging, during non-business hours, in any other such non-competitive business or restrict Employee from owning less than five (5) percent of the outstanding securities of companies which compete with any present or future business of Employer and which are listed on a national stock exchange or actively traded on the NASDAQ National Market System.

4.Compensation; Fringe Benefits.  Employer agrees to compensate the Employee for his services during the period of his employment hereunder at a minimum base salary of Three Hundred Thousand ($ 300,000) per annum, payable semi-monthly.  Employee shall be entitled to receive such increases in this minimum base salary, as the Compensation Committee of the Board of Directors of Employer shall, in their sole discretion determine.

Employee shall be entitled to participate in the Standex Long Term Incentive Program, the Standex Annual Incentive Program, the Standex Retirement Savings Plan and in such other incentive, welfare and retirement benefit plans as are made available from time to time to senior management employees of the Employer.

Employee shall be entitled to the use of an automobile in accordance with the Employer’s Automobile Policy.  Employee shall also be entitled to participate in the Relocation Policy of the Employer, as presently in effect and which may be amended from time to time in the sole discretion of the Employer.

5.      Termination.  In addition to the provisions concerning notice of termination in the second paragraph of Section 1, this Agreement shall terminate upon the following events:

(a) Employee’s employment shall terminate upon his death, and all liability of Employer shall thereupon cease except for compensation for past services remaining unpaid and for any benefits due to Employee’s estate or others under the terms of any benefit plan of Employer then in effect in which Employee participated.

(b) In the event that Employee becomes substantially disabled during the term of this Agreement for a period of six consecutive months so that he is unable to perform the services as contemplated herein, then Employer, at its option, may terminate Employee’s employment upon written notification to Employee.  Until such termination option is exercised, Employee will continue to receive his full salary and fringe benefits during any period of illness or other disability, regardless of duration.

(c) Material Breach:  The commission of any material breach of the terms of this Agreement by the Employee or Employer, in which case the non-breaching party may cause this Agreement to be terminated on ten (10) days written notice.  Employer may remove Employee from all duties and authority commencing on the first day of any such notice period, provided however, that payment of compensation and participation in all benefits shall continue through the last day of such notice period.  For purposes of this Agreement, material breach shall be defined as:

(i)      an act or acts of dishonesty on the Employee’s part which is (are) intended to result in his substantial personal enrichment at the expense of the Employer; or

(ii)     the Employee willfully, deliberately and continuously fails to materially and substantially perform his duties hereunder and which result in material injury to the Employer (other than such failure resulting from the Employee’s incapacity due to physical or mental disability) after demand for substantial performance is given by the Employer to the Employee specifically identifying the manner in which the Employer believes the Employee has not materially and substantially performed his duties hereunder.

No action, or failure to act, shall be considered “willful” if it is done by the Employee in good faith and with reasonable belief that his action or omission was in the best interest of the Employer.  Termination pursuant to this Section 5(c) above shall not qualify for any severance under Section 6 below.

6.      Severance.  In the event that Employee’s employment is terminated pursuant to Section 1 of this Agreement (exclusive of a termination after a change in control where severance is governed by the provisions contained in Section 13 herein and exclusive of termination pursuant to Section 5), the Employee shall receive severance pay for a period of one (1) year following termination of employment.  Severance will be paid in accordance with normal and customary payroll practices of the Employer.  The aggregate severance will be equal to the Employee’s then current, annual base compensation.

7.      Invention and Trade Secret Agreement.  Employee agrees that the Invention and Trade Secret Agreement signed by the Employee and dated as of the effective date of this Agreement shall remain in full force and effect while this Agreement is in effect and after its termination, as provided in the Invention and Trade Secret Agreement, provided, however, that the non-compete clause of the Invention and Trade Secret Agreement shall be superseded by the non-compete provisions of Section 3 of this Agreement.

8.      Specific Performance.  It is acknowledged by both parties that damages will be an inadequate remedy to Employer in the event that Employee breaches or threatens to breach his commitments under Section 3 or under the Invention and Trade Secret Agreement.  Therefore, it is agreed that Employer may institute and maintain an action or proceeding to compel the specific performance of the promises of Employee contained herein and therein.  Such remedy shall, however, be cumulative, and not exclusive, to any other remedy, which Employer may have.

9.      Entire Agreement; Amendment.  This Agreement supersedes any employment understanding or agreement (except the Invention and Trade Secret Agreement) which may have been previously made by Employer or its respective subsidiaries or affiliates with Employee, and this Agreement, together with the Invention and Trade Secret Agreement, represents all the terms and conditions and the entire agreement between the parties hereto with respect to such employment.  This Agreement may be modified or amended only by a written document signed by Employer and Employee.

10.    Assignment.  This Agreement is personal between Employer and Employee and may not be assigned; provided, however, that Employer shall have the absolute right at any time, or from time to time, to sell or otherwise dispose of its assets or any part thereof, to reconstitute the same into one or more subsidiary corporations or divisions or to merge, consolidate or enter into similar transactions.  In the event of any such assignment, the term “Employer” as used herein shall mean and include such successor corporation.

11.    Governing Law; Binding Nature of Agreement.   This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Hampshire, excluding its choice of law provisions.  This Agreement shall be binding upon, and enure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.    Survival.  The obligations contained in Sections 3, 6, 7 and 13 herein shall survive the termination of this Agreement.  In addition, the termination of this Agreement shall not affect any of the rights or obligations of either party arising prior to or at the time of the termination of this Agreement or which may arise by any event causing the termination of this Agreement.

13.    Change of Control.

(a)     In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934:

(i) Employer may terminate Employee's employment only upon conclusive evidence of substantial and indisputable intentional personal malfeasance in office such as a conviction for embezzlement of Employer's funds; and

(ii) Employee may terminate his employment at any time within two years thereafter if there is (1) a significant diminution in his substantive or managerial responsibilities, or if his reporting relationship is changed such that he no longer reports to the Chief Executive Officer, or equivalent position of the Employer, or unless he begins reporting to a person at a higher level of responsibility than such senior management, or if he is required to relocate his office to a location more than 50 miles from the corporate offices in Salem, New Hampshire, or if his base salary or annual and/or long-term incentive compensation opportunities are reduced; and (2) if Employer fails to remedy the foregoing within thirty (30) days after receiving written notice from the Employee of such event.

(b)     Following a change of control of Employer, any termination of Employee's employment either by Employee pursuant to Section 13(a)(ii) or by Employer under any circumstances other than involving conclusive evidence of substantial and indisputable intentional personal malfeasance in office, then:

(i) Employee shall be promptly paid a lump sum payment equal to three times his current annual base salary plus three times the most recent annual bonus paid to him;

(ii) Employee shall become 100% vested in all benefit plans in which he participates including but not limited to the Management Savings Program portion of the Standex Annual Incentive Program and all restricted stock options, grants and performance share units granted under the Standex Long Term Incentive Program, or any successor plan of the Employer, and any other stock based plans of the Employer; and

(iii) All life insurance and medical plan benefits covering the Employee and his dependents shall be continued at the expense of Employer for the one-year period following such termination as if the Employee were still an employee of the Employer.

14.    Notices.  Any notice to be given pursuant to this Agreement shall be sent by certified mail, postage prepaid, or by facsimile (with a copy mailed via first class mail, postage pre-paid) or delivery in person to the parties at the addresses set forth in the preamble to this Agreement or at such other address as either party may from time to time designate in writing.

15.    Covenants Several.  In the event that any covenant of this Agreement shall be determined invalid or unenforceable and the remaining provisions can be given effect, then such remaining provisions shall remain in full force and effect.

16.    Compliance with Section 409A of the Code.  To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code.  This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Employer at any time and without the consent of the Employee).  In the event that any payment of benefits hereunder may, in the determination of the Employer, be subject to Section 409A(a)(1) of the Code, the payment of such benefits shall be delayed to the minimum extent necessary so that such benefits are not subject to the provisions of Section 409A(a)(1) of the Code.  The Employer may attach such conditions to or adjust the amounts paid hereunder to preserve, as closely as possible  the economic consequences that would otherwise have applied to the payment; provided however, that no such condition or adjustment shall result in the payments being subject to Section 409A(a)(1) of the Code.  The Employer further reserves the right to make such amendments to this Agreement as are necessary to conform the Agreement to the requirements of Section 409A, and the Employee agrees to execute any such amendments.

IN WITNESS WHEREOF, Employer has caused this Agreement to be executed on its behalf by its authorized officers and Employee has executed this Agreement as of the day and year first above written.

STANDEX INTERNATIONAL                         EMPLOYEE

CORPORATION

By:     /s/ Roger L. Fix                                            /s/ Thomas D. DeByle

         Roger L. Fix                                                Thomas D. DeByle

Its:President/CEO

EX-99

STANDEX INTERNATIONAL CORPORATION lSALEM, NH 03079 lTEL (603) 893-9701 lFAX (603) 893-7324 lWEB www.standex.com

Contact:

Roger L. Fix, CEO                                                                                                FOR IMMEDIATE RELEASE

InvestorRelations@Standex.com

(603) 893-9701

Standex announces appointment of tom debyle as chief financial officer

Seasoned Finance Executive Brings International Management Experience

SALEM, NH – March 19, 2008. . . . Standex International Corporation today announced that it has named Thomas DeByle, 48, to the position of Chief Financial Officer, effective immediately.  As chief financial officer, DeByle will be responsible for external reporting, financial planning and analysis, treasury, tax, internal audit, information technology, risk management and investor relations.  He will report to Roger Fix, Standex’s President and Chief Executive Officer.

“We are excited to bring aboard a financial executive of Tom’s caliber as our new chief financial officer,” said Fix.  “Tom has more than 25 years of financial management experience, including senior roles at large multinational industrial manufacturing companies.  We expect his extensive and successful experience working with publicly held companies with multiple operating units will be instrumental in our efforts to expand our operations in the US and internationally.  We are proud to welcome him to our executive team.¹”

Before joining Standex, DeByle spent over 6 years at Ingersoll Rand, a leading diversified industrial firm.  At Ingersoll Rand, he held a series of financial management positions of increasing responsibility culminating in his appointment as Chief Financial Officer for the Compact Vehicle Technology Sector with annual sales of $2.9 billion which included the Club Car and Bobcat product brands.  DeByle’s tenure at Ingersoll Rand also included serving as Vice President of Finance for the company’s Climate Control Sector which included the Thermo King and Hussmann business units in Europe.  Before Ingersoll Rand, DeByle spent five years working for the Enerpac division of Actuant Corporation in senior financial management positions in both the US and Europe.  Earlier in his career, DeByle worked for five years at Milwaukee-based Johnson Controls and six years at two regional public accounting firms.

DeByle holds a Master of Business Administration from Marquette University and a Bachelor of Science in accounting from St. Norbert College, and is a CPA, CFA and CMA.   

About Standex

Standex International Corporation is a multi-industry manufacturer in five broad business segments: Food Service Equipment Group, Air Distribution Products Group, Engineered Products Group, Engraving Group and Hydraulics Products Group with operations in the United States, Europe, Canada, Australia, Singapore, Mexico, Brazil and China. For additional information, visit the company's website at www.standex.com.

¹Safe Harbor Language

Statements in this news release include, or may be based upon, management's current expectations, estimates and/or projections about Standex's markets and industries. These statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may materially differ from those indicated by such forward-looking statements as a result of certain risks, uncertainties and assumptions that are difficult to predict. Among the factors that could cause actual results to differ are uncertainty in conditions in the general domestic and international economy including more specifically increases in raw material costs, conditions in the food services equipment markets, the heavy construction vehicle market, the new residential construction market, the impact of delays in OEM new design cycles in the automotive industry, reduced capital spending by customers, and delays in the commencement of new projects in the aerospace, aviation and energy end markets we service and the other factors discussed in the Annual Report of Standex on Form 10-K for the fiscal year ending June 30, 2007, which is on file with the Securities and Exchange Commission, and any subsequent periodic reports filed by the company with the Securities and Exchange Commission. In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date. While the company may elect to update forward-looking statements at some point in the future, the company and management specifically disclaim any obligation to do so, even if management's estimates change.

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