As filed with the Securities and Exchange Commission on November 7, 2007
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.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE
03079____
(Address of principal executive offices)
(Zip Code)
STANDEX INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE 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 (2)
Price (2)
Fee (2)___
Common Stock
200,000
$ 20.335
$4,067,000
$159.84
par value
$1.50 per share
______________________________________________________________________________
NOTES:
1.
Together with additional shares of Common Stock which may become issueable under the Company's Employee Stock Purchase 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 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 November 1, 2007.
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 200,000 shares of Common Stock, par value $1.50 per share, of the Company reserved for issuance under the Company’s Employee Stock Purchase 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 Nos. 333-44953 and 333-102088, 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.
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. 333-102088), 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 7th day of November, 2007.
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
November 7, 2007
_____________________________
President/CEO
Roger L. Fix
/s/ Christian Storch
November 7, 2007
_____________________________
Vice President/CFO/
Christian Storch
Principal Accounting Officer
3
Roger L. Fix has signed below on November 7, 2007 as attorney-in-fact for the following Directors of the Registrant:
Charles H. Cannon, Jr.
H. Nicholas Muller, III
Thomas E. Chorman
Deborah A. Rosen
William R. Fenoglio
Christian Storch
Gerald H. Fickenscher
Edward J. Trainor
Daniel B. Hogan
/s/ Roger L. Fix
_______________________________
Roger L. Fix
Pursuant to the requirements of the Securities Act of 1933, the Registrant, Administrator of the Employee Stock Purchase Plan, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Salem, State of New Hampshire on November 7, 2007.
Standex International Corporation Employee
Stock Purchase Plan
/s/ Roger L. Fix
By:
__________________________________
Roger L. Fix, President/CEO of
Standex International Corporation,
as Administrator
4
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT
PAGE NO.
23
Consent of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm.
24
Powers of Attorney from Charles H. Cannon, Jr., Thomas E.
Chorman, William R Fenoglio, Gerald H. Fickenscher,
Daniel B. Hogan, H. Nicholas Muller, III, Deborah A. Rosen,
Christian Storch and Edward J. Trainor.
5