| UNITED STATES |
| ||||
SECURITIES AND EXCHANGE COMMISSION | ||||||
| Washington, D.C. 20549 |
| ||||
|
|
| ||||
|
|
| ||||
| FORM 10-K/A Amendment No. 1 |
| ||||
|
|
| ||||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) | ||||||
OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||
|
|
| ||||
For the fiscal year ended June 30, 2012 | Commission File Number 1-7233 | |||||
|
|
| ||||
STANDEX INTERNATIONAL CORPORATION | ||||||
(Exact name of registrant as specified in its Charter) | ||||||
|
|
| ||||
DELAWARE | 31-0596149 | |||||
(State of incorporation) | (I.R.S. Employer Identification No.) | |||||
|
| |||||
11 KEEWAYDIN DRIVE, SALEM, NEW HAMPSHIRE | 03079 | |||||
(Address of principal executive offices) | (Zip Code) | |||||
|
|
| ||||
(603) 893-9701 | ||||||
(Registrant’s telephone number, including area code) | ||||||
| ||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934: | ||||||
|
|
| ||||
Title of Each Class |
| Name of Each Exchange on Which Registered | ||||
Common Stock, Par Value $1.50 Per Share |
| New York Stock Exchange | ||||
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ ] NO [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES [ ] NO [X]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer __
Accelerated filer X
Non-accelerated filer __
Smaller Reporting Company __
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant at the close of business on December 31, 2011 was approximately $423,000,000. Registrant’s closing price as reported on the New York Stock Exchange for December 31, 2011 was $34.17 per share.
The number of shares of Registrant's Common Stock outstanding on August 24, 2012 was 12,614,552
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant’s 2012 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Standex International Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “Form 10-K”), filed with the Securities and Exchange Commission on August 29, 2012 is to furnish the interactive data file formatted in XBRL (Extensible Business Reporting Language) as Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No changes have been made to the Form 10-K other than those described above. This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date of the Form 10-K and does not modify or update in any way disclosures made in the Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Standex International Corporation has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
Dated: September 4, 2012
/s/ THOMAS D. DeBYLE
Thomas D. DeByle
Vice President/Chief Financial Officer
Exhibit
by Reference
Filed
Number
Exhibit Description
Form
Date
Herewith
(b)
3.
(i)
Restated Certificate of Incorporation of Standex,
10-Q
12/31/1998
dated October 27, 1998 filed as Exhibit 3(i).
(ii)
By-Laws of Standex, as amended, and restated on
8-K
10/30/2008
October 28, 2008 filed as Item 5.03, Exhibit 3.(b)
4.
(a)
Agreement of the Company, dated September 15, 1981,
10-K
6/30/1981
to furnish a copy of any instrument with respect to
certain other long-term debt to the Securities and
Exchange Commission upon its request filed as
Exhibit 4.
10.
(a)
Amended and Restated Employment Agreement
10-K
6/30/2010
dated August 25, 2010 between the Company
and Roger L. Fix*
(b)
Amended and Restated Employment Agreement
10-K
6/30/2010
dated August 25, 2010 between the Company
and John Abbott*
(c)
Amended and Restated Employment Agreement
10-K
6/30/2010
dated August 25, 2010 between the Company
and Thomas D. DeByle*
(d)
Amended and Restated Employment Agreement
10-K
6/30/2010
dated August 25, 2010 between the Company
and Deborah A. Rosen*
(e)
Amended and Restated Employment Agreement
10-K
6/30/2010
dated August 25, 2010 between the Company
and James L. Mettling*
(f)
Standex International Corporation Amended and
And Restated 2008 Long Term Incentive Plan,
effective October 28, 2008. Filed as Exhibit 10.* **
(g)
Standex International Corporation Executive
10-Q
3/31/2001
Security Program, as amended and restated on
January 31, 2001 filed as Exhibit 10(a).*
(h)
Standex International Corporation Executive Life
10-K
6/30/2001
Insurance Plan effective April 27, 1994 and as
Amended and restated on April 25, 2001 filed
as Exhibit 10(k).*
(i)
Standex International Corporation Supplemental
10-K
6/30/1995
Retirement Plan adopted April 26, 1995 and
Amended on July 26, 1995 filed as Exhibit 10(n).*
(j)
Standex International Corporation Key Employee
10-K
6/30/2003
Share Option Plan dated June 27, 2002 filed
as Exhibit 10(p).*
(k)
Form of Indemnification Agreement for directors
8-K
5/5/2008
and executive officers of the Company filed as
Item 1.01, Exhibit 10.*
(l)
Executive Officer long-term performance share
8-K
8/28/2008
Unit awards filed as Item 5.02.*
(m)
Standex Deferred Compensation Plan for highly
8-K
1/31/2008
compensated employees filed as Item 5.02.*
(n)
Restricted stock Unit Award granted to Roger L.
8-K
1/27/2006
Fix dated January 25, 2006 filed as Item 1.01.*
(o)
Credit Agreement dated January 5, 2012
8-K
1/05/2012
between the Company and RBS Citizens, N.A.,
Bank of America, N.A., Sovereign Bank,
T. D. Bank, N.A. and the lenders named in the
Credit Agreement as Lenders filed as Exhibit 10.
(p)
Amendment to Directors’ Compensation Program
8-K
11/2/2006
for members of the Board of Directors of the
Company filed as Item 1.01.*
(q)
Purchase and Sale Agreement dated February 22,
10-Q
3/31/2012
2012 among the Company, Standex Air Distribution,
Products, Inc., Snappy Air Distribution Products, Inc.
as Sellers and BW HVAC Operations, LLC and
BW HVAC Real Estate Holdings, LLC as Buyers
(r)
Code of Ethics for chief Executive Officer and
10-K
6/30/2005
Senior Financial Officers is incorporated by
reference as Exhibit 14.
21.
Subsidiaries of Standex International Corporation**
23.
Consent of Independent Registered Public
Accounting Firm**
24.
Powers of Attorney of Charles H. Cannon, Thomas E.
Chorman, William R. Fenoglio, Gerald H. Fickenscher,
Daniel B. Hogan, H. Nicholas Muller, III, Ph. D.,
and Edward J. Trainor **
31.1
Rule 13a-14(a) Certification of President and
Chief Executive Officer **
31.2
Rule 13a-14(a) Certification of Vice President and
Chief Financial Officer **
32.
Section 1350 Certification **
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
X
*
Management contract or compensatory plan or arrangement.
**
Previously filed with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the Securities and Exchange Commission on August 29, 2012.