UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[x] AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2002Commission 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.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive office) (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
Common Stock, Par Value on Which Registered
$1.50 Per Share Exchange New York Stock
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 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. [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 July 31, 2002 was approximately
$241,909,000. Registrant's closing price as reported on the New
York Stock Exchange for July 31, 2002 was $20.96 per share.
The number of shares of Registrant's Common Stock
outstanding on August 12, 2002 was 12,187,443.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 2002
Annual Meeting of Stockholders (Part III) of this report are
incorporated by reference.
This Amendment No. 2 to the Standex International
Corporation's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002 (the "Form 10-K") is being filed for the
purpose of including the Independent Auditors' Report from
Deloitte & Touche dated August 15, 2002 (the "Report") in the
version filed electronically with the Securities and Exchange
Commission. The Report was inadvertently excluded from the
electronic filing of the Form 10-K, although it was included in
all manual filings and in the printed version mailed to
stockholders on or about September 18, 2002. No other changes
are being made by means of this filing.
The Registrant hereby amends its previously filed version of
its Annual Report on Form 10-K to include the Report attached
hereto and incorporated in the Form 10-K for the fiscal year
ended June 30, 2002 by this reference.
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of Standex
International Corporation and in the capacities indicated on
April 8, 2003:
STANDEX INTERNATIONAL CORPORATION
(Registrant)
By: /s/ROGER L. FIX
Roger L. Fix
President/Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of Standex International Corporation and in
the capacities indicated on April 8, 2003:
Signature Title
/s/ ROGER L. FIX President/Chief Executive Officer
Roger L. Fix
/s/ CHRISTIAN STORCH Vice President/Chief Financial Officer
Christian Storch
/s/ ROBERT R. KETTINGER Corporate Controller
Robert R. Kettinger (Chief Accounting Officer)
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and
Stockholders of STANDEX
INTERNATIONAL CORPORATION
Salem, New Hampshire
We have audited the accompanying consolidated balance sheets of
Standex International Corporation and subsidiaries as of June 30,
2002 and 2001, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in
the period ended June 30, 2002. Our audits also included the
financial statement schedule listed in the Index at Item 14(a)(ii).
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Standex
International Corporation and subsidiaries as of June 30, 2002 and
2001, and the results of their operations and their cash flows for
each of the three years in the period ended June 30, 2002, in
conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
As discussed in the notes to the financial statements, on July 1,
2001 the Company adopted Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets".
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 15, 2002
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