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Form S-8 STANDEX INTERNATIONAL

August 8, 2022 2:33 PM EDT

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As filed with the Securities and Exchange Commission on August 8, 2022

 

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.)

 

 

23 KEEWAYDIN DRIVE, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)

 

STANDEX INTERNATIONAL CORPORATION

2018 OMNIBUS INCENTIVE PLAN

(Full Title of Plan)

 

Alan J. Glass

c/o Standex International Corporation

23 Keewaydin Drive

Salem, New Hampshire 03079

(Name and Address of agent for service)

 

603-893-9701

(Telephone Number, including area code, of agent for service)

 


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company ☐
Emerging Growth Company ☐      

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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 400,000 shares of Common Stock, par value $1.50 per share, of the Company reserved for issuance under the Company’s 2018 Omnibus Incentive 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 No. 333-231598, 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.

 

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. 333-231598), all of which is incorporated by reference herein.

 

ITEM 8. EXHIBITS.

 

The following exhibits are filed (except where incorporated by reference or otherwise indicated) as part of this Registration Statement.

 

     
5. Opinion Letter of Alan J. Glass, Vice President/CLO and Secretary  
     
23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.  
     
23.2 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.  
     
23.3 Consent of Alan J. Glass (included in Exhibit 5)  
     
24. Powers of Attorney from Charles H. Cannon, Jr., Thomas E. Chorman, Robin J, Davenport, B. Joanne Edwards, Jeffrey S. Edwards, Thomas J. Hansen, Michael A. Hickey  
     
107. Calculation of Filing Fee Table  

 

2

 

 

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 8th day of August 2022.

 

  STANDEX INTERNATIONAL CORPORATION
   
  By:  /s/David Dunbar
    David Dunbar, 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
         
August 8, 2022   /s/David Dunbar   President/CEO/
    David Dunbar    Director
         
August 8, 2022   /s/Ademir Sarcevic   Vice President/CFO/
    Ademir Sarcevic   Principal Financial and Accounting Officer

     

David Dunbar has signed below on August 8, 2022 as attorney-in-fact for the following Directors of the Registrant:

 

  Charles H. Cannon, Jr. Jeffrey S. Edwards
  Thomas E. Chorman Thomas J. Hansen
  Robin J, Davenport Michael A. Hickey
  B. Joanne Edwards   

 

 

  /s/David Dunbar
  David Dunbar

 

3

 

EXHIBIT INDEX

 

EXHIBIT  

SEQUENTIAL

PAGE NO.

     
5. Opinion Letter of Alan J. Glass, Vice President/CLO and Secretary  
     
23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.  
     
23.2 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.  
     
23.3 Consent of Alan J. Glass (included in Exhibit 5)  
     
24. Powers of Attorney from Charles H. Cannon, Jr., Thomas E. Chorman, Robin J, Davenport, B. Joanne Edwards, Jeffrey S. Edwards, Thomas J. Hansen, Michael A. Hickey  
     
107. Calculation of Filing Fee Table  

   

4

 

EXHIBIT 5

 

August 8, 2022

 

 

Standex International Corporation

23 Keewaydin Drive, Suite 300

Salem, NH 03079

 

 

RE:

Registration Statement on Form S-8 for Standex International Corporation 2018 Omnibus Incentive Plan

 

Ladies and Gentlemen:

 

I am the Vice President, Chief Legal Officer and Secretary of Standex International Corporation (the “Company”) and am delivering this opinion in connection with the preparation and filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an additional 400,000 shares of common stock, par value $1.50 per share, of the Company (the “Registered Shares”) to be issued to eligible participants under the Standex International Corporation 2018 Omnibus Incentive Plan (the “2018 Plan”).

 

In so acting, I or attorneys under my supervision have examined and relied upon the original, or a photostatic or certified copy, of such records of the Company, certificates of officers of the Company and of public officials, and such other documents and have made such investigations of fact and law as I have deemed relevant and necessary as the basis for the opinion set forth below. In connection with such examination, I have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies, the accuracy and completeness of all corporate records made available to me by the Company, and the truth and accuracy of all facts set forth in all certificates provided to or examined by me.

 

Based on the foregoing, and subject to the qualifications and limitations set forth herein, I am of the opinion that each Registered Share that is newly issued under the 2018 Plan will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; and (ii) such Registered Share shall have been duly issued as and for the consideration contemplated by the 2018 Plan.

 

This opinion letter is limited to the General Corporation Law of the State of Delaware.

 

The opinion expressed herein is expressed as of the date hereof and I assume no obligation to advise you of changes in law, fact or other circumstances (or the effect thereof on such opinion) that may come to my attention after such time.

 

 

 

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated by the Commission thereunder.

 

    Very truly yours,  
       
       
    /s/ Alan J. Glass  
  Name: Alan J. Glass  
  Title: Vice President, Chief Legal Officer and Secretary  

 

 

EXHIBIT 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated August 25, 2020 with respect to the consolidated financial statements for the year ended June 30, 2020 of Standex International Corporation included in the Annual Report on Form 10-K for the year ended June 30, 2022, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

 

/s/ GRANT THORNTON LLP

 

Boston, Massachusetts

August 8, 2022

 

 

EXHIBIT 23.2

 

 

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 August 5, 2022, relating to the 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, 2022.

 

/s/ Deloitte & Touche LLP

 

Boston, Massachusetts

August 8, 2022

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ Charles H. Cannon, Jr.
  Charles H. Cannon, Jr.  

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ Thomas Chorman
  Thomas Chorman

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ Robin J. Davenport
  Robin J. Davenport

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ B. Joanne Edwards
  B. Joanne Edwards

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ Jeffrey S. Edwards
  Jeffrey S. Edwards

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ Thomas Hansen
  Thomas Hansen 

 

 

 

EXHIBIT 24

 

POWER OF ATTORNEY

 

 

The undersigned, a director of Standex International Corporation, hereby constitutes Alan J. Glass and David Dunbar, 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 8th day of August, 2022.

 

 

  /s/ Michael A. Hickey
  Michael A. Hickey

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

Registration Statement Under

The Securities Act Of 1933

(Form Type)

 

STANDEX INTERNATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities

 

Security Type

Security
Class

Title

Fee
Calculation
Rule (2)

Amount
Registered

(1)

Proposed
Maximum
Offering
Price Per
Unit (2)

Maximum
Aggregate
Offering Price (2)

Fee

Rate

Amount of
Registration
Fee (2)

Equity

Common Stock, $1.50 par value per share

457(c) and 457(h)

    400,000

$96.88

$38,752,000

$92.70 per $1,000,000

$3,592.31

Total Offering Amounts

 

$38,752,000

 

$3,592.31

Total Fee Offsets

     

Net Fee Due

     

$3,592.31

 

(1)

The Form S-8 registration statement to which this Exhibit 107 is attached registers an additional 400,000 shares of common stock, par value $1.50 per share, of Standex International Corporation (the “Company”) for offer and sale pursuant to the Company’s 2018 Omnibus Incentive Plan (the “Plan”), together with additional shares of Common Stock which may become issuable under the Company's 2018 Omnibus Incentive 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 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended. The offering price and registration fee are based on a price of $96.88 per share, which price is the average of the high and low prices for the common stock, as reported on the New York Stock Exchange on August 3, 2022, which date is within five business days prior to filing this Registration Statement.

 

 


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