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): October 1, 2015

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.)

 

11 Keewaydin Drive, 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

 

SECTION 1

Item 1.01 Entry into a Material Definitive Agreement.

On October 1 2015, Standex International Corporation, a Delaware corporation (“Standex”) and the shareholders of Northlake Engineering, Inc., a Wisconsin corporation, (“Northlake”) simultaneously entered into and consummated a Stock Purchase Agreement pursuant to which Standex acquired all of the outstanding stock of Northlake (the “Agreement”).  Pursuant to the Agreement, Standex has paid approximately $13.5 million in cash for the aggregate outstanding shares of Northlake.  The Purchase Price is subject to post-closing adjustments tied to the level of working capital of the business at the time of the closing, and revenues recognized over the next two fiscal years.  Northlake is a designer, manufacturer and distributor of high reliability electromagnetic products and solutions serving North American power distribution and medical equipment markets.

The Agreement contains customary representations, warranties, indemnities and covenants for stock purchase agreements, made by both parties.  The parties have also entered into certain ancillary agreements including an escrow agreement and employment/consulting agreement which include non-competition covenants.

A copy of the October 1, 2015 press release related to the transaction is attached hereto as Exhibit 99.1.

SECTION 8  

Item 8.01 Other Events.

On October 1, 2015, the Company issued a Press Release announcing the simultaneous execution of the Agreement and consummation of the acquisition of Northlake referenced in Item 1.01 above.  A copy of the Press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

SECTION 9

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

Exhibit  99.1

Press Release of the Company dated October 1, 2015, announcing the acquisition of Northlake.

FORWARD-LOOKING STATEMENTS

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) that are intended to come within the safe harbor protection provided by the Act.  By their nature, all forward-looking statements involve risks and uncertainties, and actual outcomes may differ materially from those contemplated by the forward-looking

statements.  Several factors that could materially affect the acquisition of the Northlake business include variations from the Company’s estimates in the actual financial impact of the acquisition, including the condition of the Northlake business after the sale, which may depend upon, among other things, general economic conditions, the cost and availability of raw materials and the degree of success in the integration of Northlake with the Standex Electronics businesses of the Company.  Factors that could materially affect the Company’s actual results are identified in the note regarding forward-looking statements which is contained in the press release attached as Exhibit 99, as well as in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 and subsequent periodic reports filed by the Company with the Securities and Exchange Commission.

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/ Thomas DeByle
	Thomas DeByle Chief Financial Officer
	Date:  October 1, 2015
	Signing on behalf of the registrant and as principal financial officer

 

STANDEX INTERNATIONAL CORPORATION l SALEM, NH 03079 l TEL (603) 893-9701 l FAX (603) 893-7324 l WEB www.standex.com

Contact:

Thomas DeByle, CFO

FOR IMMEDIATE RELEASE

(603) 893-9701

e-mail:  [email protected]

STANDEX ACQUIRES NORTHLAKE ENGINEERING

Respected Provider of Electromagnetic Products and Solutions Joins Standex Electronics Group;

Positions Standex Electronics to Capitalize on Growth in North American Power Distribution

and Medical Equipment Markets;

Breakeven Including Purchase Accounting in FY 2016 and $0.04 to $0.06 per Share Accretive in FY 2017.¹

SALEM, NH – October 1, 2015 . . . . Standex International Corporation (NYSE: SXI) today announced that it has acquired Wisconsin-based Northlake Engineering, Inc., a highly respected designer, manufacturer and distributor of high reliability electromagnetic products and solutions serving the North American power distribution and medical equipment markets.  Northlake recorded revenue of approximately $10 million for the trailing 12 months ended August 2015.  The acquisition is expected to be breakeven including purchase accounting expenses in the current fiscal year, and to be $0.04 to $0.06 per share accretive to earnings in fiscal 2017.¹

“Acquiring Northlake directly supports our Electronics Group strategy of expanding our high reliability magnetics business into adjacent markets to drive growth and profitability,” said Standex Chief Executive Officer David Dunbar.  “Northlake is highly regarded for the performance and quality of its products, which complement our Standex Electronics offerings and position us to provide a wider array of solutions to customers in the power generation and medical equipment markets.  In addition, Northlake brings us an experienced management team, and I welcome the opportunity to benefit from their expertise.”

“We welcome the entire Northlake team to Standex Electronics and look forward to working together to successfully expand our product portfolio and customer base,” said Standex Electronics President John Meeks.¹  “During its 60-plus years in business, Northlake has built a solid organization with a strong brand reputation in power distribution, medical equipment and other high-reliability magnetics markets.  Acquiring Northlake also creates the potential for both revenue and cost synergies related to cross selling and procurement savings as we leverage Standex’s broader global supply chain and operational excellence practices to support Northlake’s product sales and operations.”

“Becoming part of Standex will enable us to achieve Northlake’s strategic growth objectives faster than we could on our own,” said Northlake President William Hardt.¹  “We are excited about the opportunity to help Standex Electronics broaden its high-reliability magnetics business.  Our intimacy and longstanding relationships with blue-chip customers in the power distribution and medical equipment industries make Northlake and Standex a great strategic fit.  Operating as a combined organization will provide Northlake with critical mass and the opportunity to leverage new sales channels and products.  This will enable us to operate more efficiently than we could as an independent company, while accelerating our growth.”¹

About Northlake Engineering

Headquartered in Bristol, Wisconsin, Northlake Engineering, Inc. is a respected designer, manufacturer and distributor of electromagnetic products and solutions serving the North American power distribution and medical equipment markets.  The company also serves a broad range of clients in the instrumentation, industrial equipment, transportation, aviation, and communications markets.  In addition to providing product engineering, value-added assembly and electronics packaging services, Northlake offers a wide range of customer support, compliance and test services, leveraging strategic global sourcing and trusted manufacturing partnerships in Mexico, Haiti and China.

About Standex

Standex International Corporation is a multi-industry manufacturer in five broad business segments: Food Service Equipment Group, Engineering Technologies Group, Engraving Group, Electronics Products Group, and Hydraulics Products Group with operations in the United States, Europe, Canada, Australia, Singapore, Mexico, Brazil, Argentina, Turkey, South Africa, India and China.  For additional information, visit the Company's website at http://standex.com/.

¹ Safe 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 the impact of implementation of government regulations and programs affecting our businesses, unforeseen legal judgments, fines or settlements, uncertainty in conditions in the financial and banking markets, general domestic and international economy including more specifically economic conditions in the power generation, medical equipment and other high-reliability magnetics markets, the impact of foreign exchange, increases in raw material costs, the ability to substitute less expensive alternative raw materials, the ability to continue to successfully implement productivity improvements, increase market share, access new markets, introduce new products, enhance our presence in strategic channels, the successful expansion and automation of manufacturing capabilities and diversification efforts in emerging markets, the ability to continue to achieve cost savings through lean manufacturing, cost reduction activities, and low cost sourcing, effective completion of plant consolidations, successful completion and integration of acquisitions and the other factors discussed in the Annual Report of Standex on Form 10-K for the fiscal year ending June 30, 2015, 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.

Endnotes

News Release