UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2024
STANDEX INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 1-7233 | | 31-0596149 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
23 Keewaydin Drive, Salem, New Hampshire | | 03079 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (603) 893-9701
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $1.50 Per Share | SXI | New York Stock Exchange |
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Emerging growth company ☐
If an emerging growth company, indicates by check mark 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 13(a) of the Exchange Act. ☐
Standex International Corporation
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
On October 29, 2024, the registrant issued a press release announcing earnings for the first quarter ended September 30, 2024. A copy of the release is furnished herewith as Exhibit 99 and is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto are being furnished by Standex International Corporation pursuant to item 2.02 of Form 8-K.
ITEM 7.01 Regulation FD Disclosure.
On October 28, 2024, the Company acquired, in separate transactions, U.S.-based Amran Instrument Transformers and India-based Narayan Powertech Pvt. Ltd, in cash and stock transactions representing a combined enterprise value of approximately $462 million. The cash consideration of the transactions was financed using cash-on-hand, existing credit facilities, and a new $250 million 364-day term loan with existing lenders.
On October 29, 2024, the Company issued a press release addressing the matters described in the immediately preceding paragraph of this Current Report on Form 8-K. A copy of the release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits – The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K. |
| | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
FORWORD-LOOKING STATEMENTS
This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995 (the “Act”) that are intended to come within the safe harbor protection provided by the Act. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially effect the Corporation’s actual results are identified in the press release as well as in the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
| |
| /s/ Ademir Sarcevic |
Ademir Sarcevic Chief Financial Officer |
| |
| Date: October 29, 2024 |
| |
| Signing on behalf of the registrant and as principal financial officer |
