As filed with the Securities and Exchange Commission on April 9,
2003
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
1998 LONG TERM INCENTIVE 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 800,000 $19.98 $15,984,000 $1,293
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 April 8, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.
The document or documents containing information specified
in Part I are not required to be filed by Standex International
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8
Registration Statement (the "Registration Statement"), as they
have previously been filed with the Prior Registration Statement
described in Part II herein, and are incorporated herein by
reference.
ITEM 2.
Such documents and the documents incorporated by reference
in Part II are located at the corporate office of the Company, 6
Manor Parkway, Salem, New Hampshire (603-893-9701), and are
available to participants without charge, on oral or written
request.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
On February 10, 2000, the Company filed with the Commission
a Registration Statement on Form S-8 (Registration No. 333-30008)
(the "Prior Registration Statement") relating to shares of the
Company's Common Stock to be issued pursuant to the Standex
International Corporation 1998 Long Term Incentive 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 David R. Crichton, William R.
Fenoglio, Daniel B. Hogan, Thomas L. King, C. Kevin Landry, H.
Nicholas Muller, III, Deborah A. Rosen and Edward J. Trainor.
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 9th day of April, 2003.
STANDEX INTERNATIONAL CORPORATION
By: /s/ Roger L. Fix
_____________________________
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
April 9, 2003 __________________ President/CEO
Roger L. Fix
/s/ Christian Storch
April 9, 2003 _____________________ Vice President/CFO
Christian Storch
/s/ Robert R. Kettinger
April 9, 2003 ________________________ Corporate Controller
Robert R. Kettinger
Roger L. Fix has signed below on April 9, 2003 as attorney-in-
fact for the following Directors of the Registrant:
David R. Crichton C. Kevin Landry
William R. Fenoglio H. Nicholas Muller, III
Daniel B. Hogan Deborah A. Rosen
Thomas L. King Edward J. Trainor
/s/ Roger L. Fix
___________________________
Roger L. Fix
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE NO.
23. Consent of Deloitte & Touche LLP, Independent Auditors.
24. Powers of Attorney from David R. Crichton, William R
Fenoglio, Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, H. Nicholas Muller, III, Deborah A. Rosen and
Edward J. Trainor.