As filed with the Securities and Exchange Commission on April 26, 1995 

 

                                             File No. _________

 _________________________________________________________________________

 _________________________________________________________________________

 

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

 

 

                                        

                             REGISTRATION STATEMENT

                                  ON FORM S-8

                        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 1994 STOCK OPTION PLAN

                              (Full Title of Plan)

 

 

                              Deborah A. Rosen

                              c/o Standex International Corporation

                              6 Manor Parkway, Salem, New Hampshire 03079

                              (603)_893-9701__________________________ 

                              (Name, Address and telephone number of

                              agent for service)

 
<TABLE>
                      Calculation of Registration Fee (1) 

 
<CAPTION>
                              Proposed       Proposed

 Title of                     Maximum        Maximum

 Securities                   Offering       Aggregate          Amount of

 to be        Amount to be    Price Per      Offering           Registration

 Registered   Registered      Share          Price              Fee 

 
 <S>              <C>         <C>            <C>                <C>
 Common Stock     400,000     $ 30.75        $12,300,000        $4,241   

 par value        

 $1.50 per share
</TABLE>
 

 (1)  Estimated solely for the purpose of calculating the registration fee 

      pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, 

      (the "Securities Act") as amended, upon the basis of the average of the 

      high and low sale price of the Registrant's Common Stock as reported on 

      the New York Stock Exchange on April 21, 1995.

 

 
<PAGE>




                                   PROSPECTUS

                                 400,000 Shares

  

 

                                  COMMON STOCK

                          (par value $1.50 per share)

 

 

      This Prospectus covers the issuance of shares of the Common Stock, par 

 value $1.50 per share ("Common Stock") of Standex International Corporation 

 (the "Company"), 6 Manor Parkway, Salem, New Hampshire 03079  (603-893-9701) 

 pursuant to the 1994 Stock Option Plan of the Company.  The issuable shares 

 may include authorized but unissued shares or previously issued shares 

 reacquired and held in the treasury of the Company.  This Prospectus also 

 covers such additional shares as may be issuable under said plan in the event 

 of a stock dividend, stock split, recapitalization or other change in the 

 Common Stock.  It does not cover the resale of securities acquired under the 

 Plan by "affiliates" of the Company (as that term is defined in Rule 405 under 

 the Securities Act).

 

      Shares may be purchased under the 1994 Stock Option Plan by selected 

 employees of the Company (including officers who are not employees but 

 generally  excluding persons who own more than 10% of the Company's voting 

 securities) who are granted options under the Plan.

 

      The Common Stock is listed for trading on the New York Stock Exchange.  

 The average of the high and low sale prices of the Common Stock on the New 

 York Stock Exchange on April 21, 1995 was $30.75 per share, as reported in The 

 Wall Street Journal.

 

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED

             BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE

                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY

                 OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE

                        CONTRARY IS A CRIMINAL OFFENSE.

 

      Neither the delivery of this Prospectus nor any sales made hereunder 

 shall, under any circumstances, create any implication that there has been no 

 change in the affairs of the Company since the date hereof or the dates as of 

 which information is set forth herein.  No person has been authorized to give 

 any information or to make any representations, other than as contained 

 herein, in connection with the offer contained in the Prospectus, and if given 

 or made, such information or representations must not be relied upon.  This 

 Prospectus does not constitute an offer to sell or a solicitation of an offer 

 to buy the shares by any person in any jurisdiction in which it is unlawful 

 for such person to make such an offer or solicitation.

 

      The date of this Prospectus is April 26, 1995.

 

      ITEM 2.   AVAILABLE INFORMATION

 

      The Company is subject to the informational requirements of the 

 Securities Exchange Act of 1934 (the "Exchange Act") and in accordance 

 therewith files reports and other information with the Securities and Exchange 

 Commission (the "Commission").  Reports, proxy statements and other 

 information filed by the Company can be inspected and copied at the public 

 reference facilities maintained by the Commission in Washington, D.C. and at 
<PAGE>




 certain of its regional offices at:

 

      500 West Madison Street, Suite 1400, 

      Chicago, Illinois 60661-2511;

 

      7 World Trade Center, Suite 1300,

      New York, New York   10048;

 

      5670 Wilshire Blvd.

      llth Floor

      Los Angeles, CA  90036-3648

 

      Copies of such materials can also be obtained at prescribed rates from 

 the Public Reference Section of the Commission, Washington, D. C. 20549.

 

      Reports, proxy statements and other information concerning the Company 

 can also be inspected at the offices of the New York Stock Exchange, 20 Broad 

 Street, New York, New York 10005.

 

      The Company will provide, upon written or oral request, without charge to 

 each person, including any beneficial owner to whom a copy of this Prospectus 

 has been delivered, a copy of any and all of the documents referred to above 

 which have been or may be incorporated in this Prospectus by reference, other 

 than exhibits to such documents.  Requests for such copies should be directed 

 to Deborah A. Rosen, Senior Corporate Attorney, Legal Department, Standex 

 International Corporation, 6 Manor Parkway, Salem, New Hampshire 03079 

 (1-603-893-9701).

 

 

                                    PART II.

 

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

 

      ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

      The following documents previously filed with the Commission are 

 incorporated in this Prospectus by reference:

 

      (1)  The Company's Annual Report on Form 10K for the year ended June 30, 

 1994, filed pursuant to Section 13(a) or 15(d) of 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 a registration 

 statement filed under the Exchange Act, 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 Prospectus and prior to 

 the filing of a post-effective amendment which indicates that all securities 

 offered have been sold or which deregisters all securities then remaining 
<PAGE>




 unsold shall be deemed to be incorporated in this Prospectus by reference and 

 shall be deemed a part hereof from the date of filing of such documents.

 

 

      ITEM 4.   DESCRIPTION OF SECURITIES

 

                                Not Applicable.

 

 

      ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

 

                                 Legal Opinion

 

      The legality of the shares of the Common Stock reserved for issuance 

 under the 1994 Stock Option Plan will be passed upon for the Company by 

 Deborah A. Rosen, Senior Corporate Attorney of the Company.  At February 6, 

 1995, Ms. Rosen owned 3,967 shares of Common Stock (excluding approximately 

 1,234 shares in her account at December 31, 1994 under the Company's 

 Employees' Stock Ownership Plan).

 

 

      ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

      Under the Seventh Article of the Restated Certificate of Incorporation of 

 the Company, each person who is or was a director or officer of the Company 

 will be indemnified by the Company to the fullest extent permitted by Section 

 145 of the General Corporation Law of Delaware as the same may be amended and 

 supplemented from time to time.  Section 145(a) of the General Corporation Law 

 of Delaware permits a corporation to indemnify any director, officer, employee 

 or agent of the corporation against expenses, judgments, fines and amounts 

 paid in settlement or incurred by him or her in connection with any action, 

 suit or proceeding arising out of his or her status as director, officer, 

 employee or agent if such person acted in good faith and in a manner he or she 

 reasonably believed to be in or not opposed to the best interests of the 

 corporation, and, with respect to any criminal action, had no reasonable cause 

 to believe his or her conduct was unlawful.  To the extent that such a person 

 has been successful in defense of any such action or claim, Section 145(c) 

 provides that he or she shall be indemnified against expenses incurred by him 

 or her in connection therewith.  Under Section 145(g), a corporation also has 

 the power to purchase and maintain insurance on behalf of any director, 

 officer, employee or agent against any liability arising out of his or her 

 status as such, whether or not the corporation would have the power to 

 indemnify him or her against such liability.

 

      The Registrant maintains, on behalf of its directors and officers, 

 insurance protection in the amount of $20,000,000 against certain liabilities 

 arising out of the discharge of their duties.

 

 

      ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

 

                                Not Applicable.

 

 

      ITEM 8.   EXHIBITS

 

      4.     Standex International Corporation 1994 Stock Option Plan.
<PAGE>




 

      5.     Opinion of Deborah A. Rosen as to the legality of the Common 

             Stock.

 

      23.1   Consent of Deloitte & Touche LLP, independent public accountants.  

             

      23.2   The Consent of Counsel is included in her opinion filed as 

             Exhibit 5 hereto.

 

      24.    Powers of Attorney from John Bolten, Jr., William L. Brown, David 

             R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,  Walter F. 

             Greeley,  Daniel B. Hogan, Thomas L. King,  C. Kevin Landry, 

             H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick.

 

      ITEM 9.

                                  UNDERTAKINGS

 

      1.  The Company hereby undertakes:

      

          (a)  To file, during any period in which offers or sales are being 

      made, a post-effective amendment to this Registration Statement:

 

            (i)    To include any prospectus required by Section 10(a)(3) 

                   of the Securities Act of 1933;

 

            (ii)   To reflect in the prospectus of any facts or events 

                   arising after the effective date of the registration 

                   statement (or the most recent post-effective amendment 

                   thereof) which, individually or in the aggregate, 

                   represent a fundamental change in the information set 

                   forth in the registration statement; and

            

            (iii)  To include any material information with respect to the 

                   plan of distribution not previously disclosed in the 

                   registration statement or any material change to such 

                   information in the registration statement;

 

      provided, however, that sub-paragraphs (i) and (ii) above do not apply if 

      the registration statement is on Form S-3 or Form S-8 and the information 

      required to be included in a post-effective amendment by those paragraphs 

      is contained in periodic reports filed by the Company pursuant to Section 

      13 or Section 15(d) of the Exchange Act that are incorporated by 

      reference in the registration statement.

 

           (b)  That, for the purpose of determining any liability under the 

      Securities Act, each such post-effective amendment shall be deemed to be 

      a new registration statement relating to the securities offered therein, 

      and the offering of such securities at that time shall be deemed to be 

      the initial bona fide offering thereof.

 

           (c)  To remove from registration by means of a post-effective 

      amendment any of the securities being registered which remain unsold at 

      the termination of the offering.

 

      2.  The Company hereby undertakes that, for purposes of determining any 

 liability under the Securities Act, each filing of the Company's annual report 

 pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where 
<PAGE>




 applicable, each filing of an employee benefit plan's annual report pursuant 

 to Section 15(d) of the Exchange Act) that is incorporated by reference in the 

 Registration Statement shall be deemed to be a new registration statement 

 relating to the securities offered therein, and the offering of such 

 securities at that time shall be deemed to be in the initial bona fide 

 offering thereof.

 

      3.  Insofar as indemnification for liabilities arising under the 

 Securities Act may be permitted to directors, officers and controlling persons 

 of the Company pursuant to the foregoing provisions, or otherwise, the Company 

 has been advised that in the opinion of the Commission such indemnification is 

 against public policy as expressed in the Securities Act and is, therefore, 

 unenforceable.  In the event that a claim for indemnification against such 

 liabilities (other than the payment by the Company of expenses incurred or 

 paid by a director, officer of controlling person or the Company in the 

 successful defense of any action, suit or proceeding) is asserted by such 

 director, officer or controlling person in connection with the securities 

 being registered, the Company will, unless in the opinion of its counsel the 

 matter has been settled by controlling precedent, submit to a court of 

 appropriate jurisdiction the question whether such indemnification by it is 

 against public policy as expressed in the Securities Act and will be governed 

 by the final adjudication of such issue.

 

                                   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  26th day of April, 1995.

 

                                       STANDEX INTERNATIONAL CORPORATION

 

 

                                       By: /s/ Edward J. Trainor        

 

                                           Edward J. Trainor, President

 

      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

 

                                                President, Chief Operating

 April 26, 1995    /s/  Edward J. Trainor       Officer and Director

                   

 

                                                Corporate Controller

 April 26, 1995    /s/  Robert R. Kettinger     (Chief Accounting Officer)

 

 

     Edward J. Trainor has signed below on April 26, l995 as attorney-in-fact 

 for the following Directors of the Registrant:

 

     John Bolten, Jr.                  Daniel B. Hogan
<PAGE>




     William L. Brown                  Thomas L. King

     David R. Crichton                 C. Kevin Landry

     Samuel S. Dennis 3d               H. Nicholas Muller, III

     Thomas H. DeWitt                  Sol Sackel

     Walter F. Greeley                 Lindsay M. Sedwick

 

 

 

                                       /s/  Edward J. Trainor   

 

                                       Edward J. Trainor
<PAGE>




 

 

                                 EXHIBIT INDEX

 

 

                                                             SEQUENTIAL

    EXHIBIT                                                   PAGE NO. 

 

       4           Standex International Corporation

                   1994 Stock Option Plan

 

       5           Legal Opinion

 

      23.1         Consent of Deloitte & Touche LLP, 

                   Independent Public Accountants

 

      23.2         Consent of Deborah A. Rosen, as

                   counsel to the Company

 

      24           Powers of Attorney from:  

                   John Bolten, Jr., William L. Brown, 

                   David R. Crichton, Samuel S. Dennis 3d, 

                   Thomas H. DeWitt, Walter F. Greeley,

                   Daniel B. Hogan, Thomas L. King, C. Kevin 

                   Landry, H. Nicholas Muller, III, Sol Sackel 

                   and Lindsay M. Sedwick

 

 
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18747}]
{"company-data": {"conformed-name": "STANDEX INTERNATIONAL CORP/DE/", "cik": "0000310354", "assigned-sic": "3580", "irs-number": "310596149", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58835", "film-number": "95531366"}, "business-address": {"street1": "6 MANOR PKWY", "city": "SALEM", "state": "NH", "zip": "03079", "phone": "6038939701"}}
As filed with the Securities and Exchange Commission on April 26, 1995 

 

                                             File No. _________

 _________________________________________________________________________

 _________________________________________________________________________

 

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

 

 

                                        

                             REGISTRATION STATEMENT

                                  ON FORM S-8

                        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 1994 STOCK OPTION PLAN

                              (Full Title of Plan)

 

 

                              Deborah A. Rosen

                              c/o Standex International Corporation

                              6 Manor Parkway, Salem, New Hampshire 03079

                              (603)_893-9701__________________________ 

                              (Name, Address and telephone number of

                              agent for service)

 

                      Calculation of Registration Fee (1)
Proposed       Proposed

 Title of                     Maximum        Maximum

 Securities                   Offering       Aggregate          Amount of

 to be        Amount to be    Price Per      Offering           Registration

 Registered   Registered      Share          Price              Fee
Common Stock     400,000     $ 30.75        $12,300,000        $4,241   

 par value        

 $1.50 per share
(1)  Estimated solely for the purpose of calculating the registration fee 

      pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, 

      (the "Securities Act") as amended, upon the basis of the average of the 

      high and low sale price of the Registrant's Common Stock as reported on 

      the New York Stock Exchange on April 21, 1995.
PROSPECTUS

                                 400,000 Shares

  

 

                                  COMMON STOCK

                          (par value $1.50 per share)

 

 

      This Prospectus covers the issuance of shares of the Common Stock, par 

 value $1.50 per share ("Common Stock") of Standex International Corporation 

 (the "Company"), 6 Manor Parkway, Salem, New Hampshire 03079  (603-893-9701) 

 pursuant to the 1994 Stock Option Plan of the Company.  The issuable shares 

 may include authorized but unissued shares or previously issued shares 

 reacquired and held in the treasury of the Company.  This Prospectus also 

 covers such additional shares as may be issuable under said plan in the event 

 of a stock dividend, stock split, recapitalization or other change in the 

 Common Stock.  It does not cover the resale of securities acquired under the 

 Plan by "affiliates" of the Company (as that term is defined in Rule 405 under 

 the Securities Act).

 

      Shares may be purchased under the 1994 Stock Option Plan by selected 

 employees of the Company (including officers who are not employees but 

 generally  excluding persons who own more than 10% of the Company's voting 

 securities) who are granted options under the Plan.

 

      The Common Stock is listed for trading on the New York Stock Exchange.  

 The average of the high and low sale prices of the Common Stock on the New 

 York Stock Exchange on April 21, 1995 was $30.75 per share, as reported in The 

 Wall Street Journal.

 

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED

             BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE

                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY

                 OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE

                        CONTRARY IS A CRIMINAL OFFENSE.

 

      Neither the delivery of this Prospectus nor any sales made hereunder 

 shall, under any circumstances, create any implication that there has been no 

 change in the affairs of the Company since the date hereof or the dates as of 

 which information is set forth herein.  No person has been authorized to give 

 any information or to make any representations, other than as contained 

 herein, in connection with the offer contained in the Prospectus, and if given 

 or made, such information or representations must not be relied upon.  This 

 Prospectus does not constitute an offer to sell or a solicitation of an offer 

 to buy the shares by any person in any jurisdiction in which it is unlawful 

 for such person to make such an offer or solicitation.

 

      The date of this Prospectus is April 26, 1995.

 

      ITEM 2.   AVAILABLE INFORMATION

 

      The Company is subject to the informational requirements of the 

 Securities Exchange Act of 1934 (the "Exchange Act") and in accordance 

 therewith files reports and other information with the Securities and Exchange 

 Commission (the "Commission").  Reports, proxy statements and other 

 information filed by the Company can be inspected and copied at the public 

 reference facilities maintained by the Commission in Washington, D.C. and at
certain of its regional offices at:

 

      500 West Madison Street, Suite 1400, 

      Chicago, Illinois 60661-2511;

 

      7 World Trade Center, Suite 1300,

      New York, New York   10048;

 

      5670 Wilshire Blvd.

      llth Floor

      Los Angeles, CA  90036-3648

 

      Copies of such materials can also be obtained at prescribed rates from 

 the Public Reference Section of the Commission, Washington, D. C. 20549.

 

      Reports, proxy statements and other information concerning the Company 

 can also be inspected at the offices of the New York Stock Exchange, 20 Broad 

 Street, New York, New York 10005.

 

      The Company will provide, upon written or oral request, without charge to 

 each person, including any beneficial owner to whom a copy of this Prospectus 

 has been delivered, a copy of any and all of the documents referred to above 

 which have been or may be incorporated in this Prospectus by reference, other 

 than exhibits to such documents.  Requests for such copies should be directed 

 to Deborah A. Rosen, Senior Corporate Attorney, Legal Department, Standex 

 International Corporation, 6 Manor Parkway, Salem, New Hampshire 03079 

 (1-603-893-9701).

 

 

                                    PART II.

 

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

 

      ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

      The following documents previously filed with the Commission are 

 incorporated in this Prospectus by reference:

 

      (1)  The Company's Annual Report on Form 10K for the year ended June 30, 

 1994, filed pursuant to Section 13(a) or 15(d) of 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 a registration 

 statement filed under the Exchange Act, 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 Prospectus and prior to 

 the filing of a post-effective amendment which indicates that all securities 

 offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Prospectus by reference and 

 shall be deemed a part hereof from the date of filing of such documents.

 

 

      ITEM 4.   DESCRIPTION OF SECURITIES

 

                                Not Applicable.

 

 

      ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

 

                                 Legal Opinion

 

      The legality of the shares of the Common Stock reserved for issuance 

 under the 1994 Stock Option Plan will be passed upon for the Company by 

 Deborah A. Rosen, Senior Corporate Attorney of the Company.  At February 6, 

 1995, Ms. Rosen owned 3,967 shares of Common Stock (excluding approximately 

 1,234 shares in her account at December 31, 1994 under the Company's 

 Employees' Stock Ownership Plan).

 

 

      ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

      Under the Seventh Article of the Restated Certificate of Incorporation of 

 the Company, each person who is or was a director or officer of the Company 

 will be indemnified by the Company to the fullest extent permitted by Section 

 145 of the General Corporation Law of Delaware as the same may be amended and 

 supplemented from time to time.  Section 145(a) of the General Corporation Law 

 of Delaware permits a corporation to indemnify any director, officer, employee 

 or agent of the corporation against expenses, judgments, fines and amounts 

 paid in settlement or incurred by him or her in connection with any action, 

 suit or proceeding arising out of his or her status as director, officer, 

 employee or agent if such person acted in good faith and in a manner he or she 

 reasonably believed to be in or not opposed to the best interests of the 

 corporation, and, with respect to any criminal action, had no reasonable cause 

 to believe his or her conduct was unlawful.  To the extent that such a person 

 has been successful in defense of any such action or claim, Section 145(c) 

 provides that he or she shall be indemnified against expenses incurred by him 

 or her in connection therewith.  Under Section 145(g), a corporation also has 

 the power to purchase and maintain insurance on behalf of any director, 

 officer, employee or agent against any liability arising out of his or her 

 status as such, whether or not the corporation would have the power to 

 indemnify him or her against such liability.

 

      The Registrant maintains, on behalf of its directors and officers, 

 insurance protection in the amount of $20,000,000 against certain liabilities 

 arising out of the discharge of their duties.

 

 

      ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

 

                                Not Applicable.

 

 

      ITEM 8.   EXHIBITS

 

      4.     Standex International Corporation 1994 Stock Option Plan.
5.     Opinion of Deborah A. Rosen as to the legality of the Common 

             Stock.

 

      23.1   Consent of Deloitte & Touche LLP, independent public accountants.  

             

      23.2   The Consent of Counsel is included in her opinion filed as 

             Exhibit 5 hereto.

 

      24.    Powers of Attorney from John Bolten, Jr., William L. Brown, David 

             R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,  Walter F. 

             Greeley,  Daniel B. Hogan, Thomas L. King,  C. Kevin Landry, 

             H. Nicholas Muller, III, Sol Sackel, and Lindsay M. Sedwick.

 

      ITEM 9.

                                  UNDERTAKINGS

 

      1.  The Company hereby undertakes:

      

          (a)  To file, during any period in which offers or sales are being 

      made, a post-effective amendment to this Registration Statement:

 

            (i)    To include any prospectus required by Section 10(a)(3) 

                   of the Securities Act of 1933;

 

            (ii)   To reflect in the prospectus of any facts or events 

                   arising after the effective date of the registration 

                   statement (or the most recent post-effective amendment 

                   thereof) which, individually or in the aggregate, 

                   represent a fundamental change in the information set 

                   forth in the registration statement; and

            

            (iii)  To include any material information with respect to the 

                   plan of distribution not previously disclosed in the 

                   registration statement or any material change to such 

                   information in the registration statement;

 

      provided, however, that sub-paragraphs (i) and (ii) above do not apply if 

      the registration statement is on Form S-3 or Form S-8 and the information 

      required to be included in a post-effective amendment by those paragraphs 

      is contained in periodic reports filed by the Company pursuant to Section 

      13 or Section 15(d) of the Exchange Act that are incorporated by 

      reference in the registration statement.

 

           (b)  That, for the purpose of determining any liability under the 

      Securities Act, each such post-effective amendment shall be deemed to be 

      a new registration statement relating to the securities offered therein, 

      and the offering of such securities at that time shall be deemed to be 

      the initial bona fide offering thereof.

 

           (c)  To remove from registration by means of a post-effective 

      amendment any of the securities being registered which remain unsold at 

      the termination of the offering.

 

      2.  The Company hereby undertakes that, for purposes of determining any 

 liability under the Securities Act, each filing of the Company's annual report 

 pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant 

 to Section 15(d) of the Exchange Act) that is incorporated by reference in the 

 Registration Statement shall be deemed to be a new registration statement 

 relating to the securities offered therein, and the offering of such 

 securities at that time shall be deemed to be in the initial bona fide 

 offering thereof.

 

      3.  Insofar as indemnification for liabilities arising under the 

 Securities Act may be permitted to directors, officers and controlling persons 

 of the Company pursuant to the foregoing provisions, or otherwise, the Company 

 has been advised that in the opinion of the Commission such indemnification is 

 against public policy as expressed in the Securities Act and is, therefore, 

 unenforceable.  In the event that a claim for indemnification against such 

 liabilities (other than the payment by the Company of expenses incurred or 

 paid by a director, officer of controlling person or the Company in the 

 successful defense of any action, suit or proceeding) is asserted by such 

 director, officer or controlling person in connection with the securities 

 being registered, the Company will, unless in the opinion of its counsel the 

 matter has been settled by controlling precedent, submit to a court of 

 appropriate jurisdiction the question whether such indemnification by it is 

 against public policy as expressed in the Securities Act and will be governed 

 by the final adjudication of such issue.

 

                                   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  26th day of April, 1995.

 

                                       STANDEX INTERNATIONAL CORPORATION

 

 

                                       By: /s/ Edward J. Trainor        

 

                                           Edward J. Trainor, President

 

      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

 

                                                President, Chief Operating

 April 26, 1995    /s/  Edward J. Trainor       Officer and Director

                   

 

                                                Corporate Controller

 April 26, 1995    /s/  Robert R. Kettinger     (Chief Accounting Officer)

 

 

     Edward J. Trainor has signed below on April 26, l995 as attorney-in-fact 

 for the following Directors of the Registrant:

 

     John Bolten, Jr.                  Daniel B. Hogan
William L. Brown                  Thomas L. King

     David R. Crichton                 C. Kevin Landry

     Samuel S. Dennis 3d               H. Nicholas Muller, III

     Thomas H. DeWitt                  Sol Sackel

     Walter F. Greeley                 Lindsay M. Sedwick

 

 

 

                                       /s/  Edward J. Trainor   

 

                                       Edward J. Trainor
EXHIBIT INDEX

 

 

                                                             SEQUENTIAL

    EXHIBIT                                                   PAGE NO. 

 

       4           Standex International Corporation

                   1994 Stock Option Plan

 

       5           Legal Opinion

 

      23.1         Consent of Deloitte & Touche LLP, 

                   Independent Public Accountants

 

      23.2         Consent of Deborah A. Rosen, as

                   counsel to the Company

 

      24           Powers of Attorney from:  

                   John Bolten, Jr., William L. Brown, 

                   David R. Crichton, Samuel S. Dennis 3d, 

                   Thomas H. DeWitt, Walter F. Greeley,

                   Daniel B. Hogan, Thomas L. King, C. Kevin 

                   Landry, H. Nicholas Muller, III, Sol Sackel 

                   and Lindsay M. Sedwick