Form S-8 STANDEX INTERNATIONAL
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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.
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 |
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 |
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 Title |
Fee |
Amount (1) |
Proposed |
Maximum |
Fee Rate |
Amount of |
|
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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