As filed with the Securities and Exchange Commission on February 14, 2012
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.)
11 KEEWAYDIN DRIVE, SALEM, NEW HAMPSHIRE
03079____
(Address of principal executive offices)
(Zip Code)
STANDEX INTERNATIONAL CORPORATION
2008 LONG TERM INCENTIVE PLAN
(Full Title of Plan)
Deborah A. Rosen
c/o Standex International Corporation
11 Keewaydin Drive, Suite 300
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
600,000
$ 40.94
$24,564,000
$2,815.00
par value
$1.50 per share
______________________________________________________________________________
NOTES:
1.
Together with additional shares of Common Stock which may become issueable under the Company's 2008 Long Term Incentive Plan, 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 February 9, 2012.
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 600,000 shares of Common Stock, par value $1.50 per share, of the Company reserved for issuance under the Company’s 2008 Long Term Incentive Plan as amended. The Company’s Board of Directors and its stockholders have approved the registration and issuance of such additional shares. Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Company’s Registration Statement on Form S-8, File No. 333-161647, including all periodic reports that the Company has filed, or will file, subsequent to the filing of such Registration Statement 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. 333-161647), 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 14th day of February, 2012.
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
February 14, 2012
_____________________________
President/CEO
Roger L. Fix
/s/ Thomas D. DeByle
February 14, 2012
_____________________________
Vice President/CFO/
Thomas D. DeByle
3
Roger L. Fix has signed below on February 14, 2012 as attorney-in-fact for the following Directors of the Registrant:
Charles H. Cannon, Jr.
Daniel B. Hogan
Thomas E. Chorman
H. Nicholas Muller, III
William R. Fenoglio
Edward J. Trainor
Gerald H. Fickenscher
/s/ Roger L. Fix
_______________________________
Roger L. Fix
4
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT
PAGE NO.
5.
Opinion Letter of Deborah A. Rosen, Vice President/CLO
6
and Secretary
23.
Consent of Deloitte & Touche LLP, Independent Registered
7
Public Accounting Firm.
24.
Powers of Attorney from Charles H. Cannon, Jr., Thomas E.
8
Chorman, William R Fenoglio, Gerald H. Fickenscher,
Daniel B. Hogan, H. Nicholas Muller, III, and Edward J. Trainor.
5
EXHIBIT 5
February 14, 2012
Standex International Corporation
11 Keewaydin Drive, Suite 300
Salem, NH 03079
Gentlemen:
I have caused to be prepared by the legal staff under my direction, 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 the registration of an additional 600,000 shares of the Common Stock par value $1.50 per share (the “Shares”) of Standex International Corporation, a Delaware corporation (the “Company”), for issuance under the 2008 Long Term Incentive Plan of the Company (the “Plan”), which was approved by the stockholders of the Company at the Annual Meeting of Stockholders held on October 28, 2008. Authorization to issue 600,000 additional shares was approved by the stockholders of the Company at the Annual Meeting of Stockholders held on October 26, 2011.
I am Vice President, General Counsel and Secretary of the Company. I am eligible to participate in the Plan and continue to be the beneficial owner of Common Stock having a fair market value in excess of $50,000 as of this date. 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 filing of this Opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.
Sincerely yours,
/s/ Deborah A. Rosen
Deborah A. Rosen
Vice President/CLO
DAR/dpr
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 8, 2011, relating to the consolidated financial statements of Standex International Corporation, and the effectiveness of Standex International Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Standex International Corporation for the year ended June 30, 2011.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 14, 2011
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and Deborah A. Rosen, 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 10th day of November, 2011.
/s/ Charles H. Cannon, Jr.
___________________________________
Charles H. Cannon, Jr.
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and Deborah A. Rosen, 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 2nd day of November, 2011.
/s/ Thomas E. Chorman
___________________________________
Thomas E. Chorman
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and Deborah A. Rosen, 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 10th day of November, 2011.
/s/ William R. Fenoglio
___________________________________
William R. Fenoglio
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and Deborah A. Rosen, 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 10th day of November, 2011.
s/ Gerald H. Fickenscher
___________________________________
Gerald H. Fickenscher
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and Deborah A. Rosen, 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 7th day of November, 2011.
/s/ Daniel B. Hogan
___________________________________
Daniel B. Hogan
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and , 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 4th day of November, 2011.
/s/ H. Nicholas Muller, III
___________________________________
H. Nicholas Muller, III
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Standex International Corporation, hereby constitutes Roger L. Fix and Deborah A. Rosen, 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 10th day of November, 2011.
/s/ Edward J. Trainor
___________________________________
Edward J. Trainor