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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000310354-02-000011.txt : 20020414
<SEC-HEADER>0000310354-02-000011.hdr.sgml : 20020414
ACCESSION NUMBER:		0000310354-02-000011
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020212

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDEX INTERNATIONAL CORP/DE/
		CENTRAL INDEX KEY:			0000310354
		STANDARD INDUSTRIAL CLASSIFICATION:	REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580]
		IRS NUMBER:				310596149
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07233
		FILM NUMBER:		02535684

	BUSINESS ADDRESS:	
		STREET 1:		6 MANOR PKWY
		CITY:			SALEM
		STATE:			NH
		ZIP:			03079
		BUSINESS PHONE:		6038939701
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>decten02.txt
<DESCRIPTION>BODY FOR 10-Q
<TEXT>

                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 10-Q


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended December 31, 2001      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.)



6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE                        03079
     (Address of principal executive office)             (Zip Code)



                              (603) 893-9701
           (Registrant's telephone number, including area code)



    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

     The number of shares of Registrant's Common Stock outstanding on
December 31, 2001 was 12,128,855.


                     STANDEX INTERNATIONAL CORPORATION

                                 I N D E X

                                                               Page No.
PART I.   FINANCIAL INFORMATION:

Item 1.
 Statements of Consolidated Income for the
 Three and Six Months Ended December 31, 2001
 and 2000                                                        2

 Consolidated Balance Sheets, December 31, 2001
 and June 30, 2001                                               3

 Statements of Consolidated Cash Flows for the Six
 Months Ended December 31, 2001 and 2000                         4

 Notes to Financial Information                                5-7

Item 2.
 Management's Discussion and Analysis                         8-10

Item 3.
 Quantitative and Qualitative Disclosures About
 Market Risk                                                    10

PART II.  OTHER INFORMATION:

Item 4.
 Submission of Matters to a Vote of Security
 Holders                                                        11

Item 6.
 Exhibits and Reports on Form 8-K                               11

<TABLE>
                      PART I.  FINANCIAL INFORMATION
<CAPTION>
                     STANDEX INTERNATIONAL CORPORATION
                     Statements of Consolidated Income
                   (In thousands, except per share data)



                                  Three Months Ended    Six Months Ended
                                       December 31         December 31
                                    2001      2000       2001      2000
<S>                               <C>       <C>        <C>       <C>
Net Sales                         $149,927  $158,652   $293,637  $309,931
Cost of Products Sold              97,416   104,169    195,213   207,383
Gross Profit Margin                52,511    54,483     98,424   102,548
Selling, General and
   Administrative Expenses         39,892    39,215     73,951    72,945
Income from Operations             12,619    15,268     24,473    29,603
Other Income/(Expense):
 Interest Expense                 (2,334)   (3,060)    (5,014)   (6,008)
 Interest Income                       89        63        167       180
Other Income/(Expense) - net      (2,245)   (2,997)    (4,847)   (5,828)
Income Before Income Taxes         10,374    12,271     19,626    23,775
Provision for Income Taxes          3,996     4,718      7,750     9,184
Income before cumulative
   effect of a change in
   accounting principle             6,378     7,553     11,876    14,591
Cumulative effect of a
  change in accounting principle        0         0    (3,779)         0
Net Income                        $ 6,378   $ 7,553    $ 8,097   $14,591
Earnings Per Share: (before
   cumulative effect of a
   change in accounting
   principle)
 Basic                            $   .53   $   .62    $   .98   $  1.19
 Diluted                          $   .52   $   .61    $   .97   $  1.18

Earnings Per Share: (after
   cumulative effect of a
   change in accounting
   principle)
    Basic                         $   .53   $   .62    $   .67   $  1.19
 Diluted                          $   .52   $   .61    $   .66   $  1.18


Cash Dividends Per Share          $   .21   $   .21    $   .42   $   .41
</TABLE>
<TABLE>
<CAPTION>
                     STANDEX INTERNATIONAL CORPORATION
                        Consolidated Balance Sheets
                              (In thousands)
                                                      December 31 June 30
                                                         2001      2001
              ASSETS

CURRENT ASSETS:
 <S>                                                  <C>        <C>
 Cash and cash equivalents                            $ 13,597   $ 8,955
 Receivables, net of allowances for
   doubtful accounts                                    89,589    98,470
   Inventories (approximately 45%
   finished goods, 20% work in process,
   and 35% raw materials and supplies)                 106,764   102,674
 Prepaid expenses                                        9,014     4,845
    Total current assets                               218,964   214,944

PROPERTY, PLANT AND EQUIPMENT                          271,173   263,613
 Less accumulated depreciation                         155,567   149,769
    Property, plant and equipment, net                 115,606   113,844

OTHER ASSETS:
 Prepaid pension cost                                   46,556    43,625
 Goodwill, net                                          36,024    41,069
 Other                                                  10,922    10,782
    Total other assets                                  93,502    95,476

      TOTAL                                           $428,072   $424,264

 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Notes payable and current portion
   of long-term debt                                  $  3,241   $ 2,532
 Accounts payable                                       32,667    33,554
 Income taxes                                            6,172     4,296
 Accrued expenses                                       37,658    34,755
    Total current liabilities                           79,738    75,137

LONG-TERM DEBT (less current portion
included above)                                        150,536   153,019

DEFERRED INCOME TAXES AND OTHER LIABILITIES             23,813    23,934

STOCKHOLDERS' EQUITY:
 Common stock                                           41,976    41,976
 Additional paid-in capital                             11,238    10,950
 Retained earnings                                     381,104   378,075
 Unamortized value of restricted stock                   (877)   (1,049)
 Accumulated other comprehensive loss                 (10,216)  (10,134)
Less cost of treasury shares                         (249,240) (247,644)
    Total stockholders' equity                         173,985   172,174
      TOTAL                                           $428,072   $424,264
</TABLE>
<TABLE>
                     STANDEX INTERNATIONAL CORPORATION
<CAPTION>
                   STATEMENTS OF CONSOLIDATED CASH FLOWS
                              (In thousands)

                                                        Six Months Ended
                                                            December 31
                                                         2001      2000
<S>                                                     <C>       <C>
Cash Flows from Operating Activities:
 Net income                                             $8,097   $14,591
 Cumulative effect of a change in accounting
    principle                                            3,779         0
 Depreciation and amortization                           6,604     6,852
 Net changes in assets and liabilities                   2,167     1,125
    Net Cash Provided by Operating Activities           20,647    22,568

Cash Flows from Investing Activities:
 Expenditures for property and equipment               (7,227)   (8,651)
 Other                                                      48       845
    Net Cash Used for Investing Activities             (7,179)   (7,806)

Cash Flows from Financing Activities:
 Proceeds from additional borrowings                     5,598       928
 Net payments of debt                                  (7,373)   (7,363)
 Cash dividends paid                                   (5,069)   (5,043)
 Purchase of treasury stock                            (3,308)   (6,134)
 Other, net                                              1,332     2,281
    Net Cash Used for Financing Activities             (8,820)  (15,331)

Effect of Exchange Rate Changes on Cash                    (6)     (427)

Net Change in Cash and Cash Equivalents                  4,642     (996)

Cash and Cash Equivalents at Beginning of Year           8,955    10,438

Cash and Cash Equivalents at December 31               $13,597   $ 9,442


Supplemental Disclosure of Cash Flow Information:
 Cash paid during the six months for:
    Interest                                           $ 5,293   $ 5,083
    Income taxes                                       $ 5,874   $ 8,274

</TABLE>
                      NOTES TO FINANCIAL INFORMATION


1.   Management Statement

  The financial statements as reported in this Form 10-Q reflect all
  adjustments (including those of a normal recurring nature) which are, in
  the opinion of management, necessary to a fair statement of results for
  the three and six months ended December 31, 2001 and 2000.

  These financial statements should be read in conjunction with the audited
  financial statements as of June 30, 2001.  Accordingly, footnote
  disclosures that would substantially duplicate the disclosures contained
  in the latest audited financial statements have been omitted from this
  filing.
<TABLE>

2.   Per Share Calculation
<CAPTION>
  The following table sets forth the number of shares (in thousands) used
  in the computation of basic and diluted earnings per share:

                                    Three Months Ended    Six Months Ended
                                        December 31          December 31
                                       2001      2000       2001   2000
      <S>                             <C>       <C>        <C>    <C>
      Basic - Average Shares
        Outstanding                  12,129    12,202      12,142 12,245
      Effect of Dilutive Securities:
        Stock Options                   161       153         165    151

      Diluted - Average Shares
        Outstanding                  12,290    12,355      12,307 12,396

  Both basic and diluted incomes are the same for computing earnings per
  share.
  </TABLE>
  <TABLE>
  <CAPTION>
  Cash dividends per share have been computed based on the shares
  outstanding at the time the dividends were paid.  The shares (in
  thousands) used in this calculation for the three and six months ended
  December 31, 2001 and 2000 were as follows:

                                      2001       2000
         <C>                         <C>         <C>
         Quarter                     12,035      12,223
         Year-to-date                12,069      12,301
  </TABLE>

3.   Cumulative Effect of a Change in Accounting Principle

  The Company adopted Statement of Financial Accounting Standards No. 142,
  Goodwill and Other Intangible Assets (SFAS No. 142), effective July 1,
  2001.  As a result, the Company discontinued the amortization of goodwill
  arising from business combinations consummated prior to June 30, 2001
  that have been accounted for using the purchase method of accounting.
  Such goodwill aggregated to a net amount of $41,069,000 at June 30, 2001
  and goodwill amortization for the three months, and six months ended
  December 31, 2000 was $279,000 and $561,000, respectively.

  SFAS No. 142 also requires the Company to assess the recoverability of
  recorded goodwill at the adoption date.  Impairments of goodwill that are
  identified as a result of the assessment, if any, are to be reported as a
  cumulative change in accounting principle as of the adoption date.  SFAS
  No. 142 requires that assessment to be completed within six months of the
  date of adoption and to be reported retroactively to the beginning of the
  year adopted.

  The Company performed a transitional fair value based impairment test on
  its goodwill as of July 1, 2001. As a result, an impairment charge of
  $3,779,000, related to the Company's Industrial Segment, was recorded as
  of July 1, 2001.  The charge is reflected as the cumulative effect of a
  change in accounting principle in the accompanying Statements of
  Consolidated Income.  There were no income taxes associated with the
  charge.
  <TABLE>
  <CAPTION>
  A reconciliation of previously reported net income and earnings per share
  to the amounts adjusted for the exclusion of goodwill amortization
  follows:

                                Three Months          Six Months
                              Ended December 31     Ended December 31
                               2001     2000         2001     2000

  <S>                        <C>       <C>        <C>       <C>
  Reported net income        $6,378    $7,553     $ 8,097   $14,591
  Add back: Goodwill
    amortization                          279                  561
  Adjusted net income        $6,378    $7,832     $ 8,097   $15,152

  Basic earnings per share:
  Reported net income        $ 0.53    $ 0.62     $  0.67   $ 1.19
  Goodwill amortization                  0.02                 0.04
  Adjusted net income        $ 0.53    $ 0.64     $  0.67   $ 1.23


  Diluted earnings per share:
  Reported net income        $ 0.52    $ 0.61     $  0.66   $ 1.18
  Goodwill amortization                  0.02                 0.04
  Adjusted net income        $ 0.52    $ 0.63     $  0.66   $ 1.22
  </TABLE>

4.   Contingencies

  The Company is a party to various claims and legal proceedings related to
  environmental and other matters generally incidental to its business.
  Management has evaluated each matter based, in part, upon the advice of
  its independent environmental consultants and in-house counsel and has
  recorded an appropriate provision for the resolution of such matters in
  accordance with Statement of Financial Accounting Standards No. 5,
  "Accounting for Contingencies."  Management believes that such provision
  is sufficient to cover any future payments, including legal costs, under
  such proceedings.


5.   Accumulated Other Comprehensive Loss

  In addition to net income, the only items which would be included in
  comprehensive income are foreign currency translation adjustments and the
  change in the fair market value of interest rate swap agreements.  For
  the six months ended December 31, 2001 and 2000, comprehensive income
  totaled approximately $8,015,000 and $13,085,000, respectively.

<TABLE>
6.   Industry Segment Information
<CAPTION>
  The Company is composed of three business segments.  Net sales include
  only transactions with unaffiliated customers and include no intersegment
  sales.  Operating income by segment excludes general corporate expenses,
  and interest expense and income.

                                                     Net Sales
                                     Three Months Ended   Six Months Ended
                                         December 31         December 31
          Segment                       2001      2000       2001     2000
          <S>                        <C>       <C>        <C>       <C>
          Food Service               $ 32,581  $ 36,856   $ 68,954  $73,577
          Industrial                   56,591    61,723    114,588  126,121
          Consumer                     60,755    60,073    110,095  110,233
               Total                 $149,927  $158,652   $293,637  $309,931


                                                Income From Operations
                                     Three Months Ended   Six Months Ended
                                         December 31         December 31
          Segment                       2001      2000       2001     2000
          <S>                        <C>       <C>        <C>      <C>
          Food Service               $  1,956  $  3,659   $  5,239 $  6,868
          Industrial                    5,127     7,478     11,042   15,218
          Consumer                      7,891     6,252     13,390   11,643
          Corporate                   (2,355)   (2,121)    (5,198)  (4,126)
               Total                 $ 12,619  $ 15,268   $ 24,473 $ 29,603
</TABLE>

7.   Derivative Instruments and Hedging Activities

  Standex manages its debt portfolio by using interest rate swaps to
  achieve an overall desired position of fixed and floating rate debt to
  reduce certain exposures to interest rate fluctuations.  Standex
  designates its interest rate swaps as cash flow hedge instruments, whose
  recorded value in the consolidated balance sheet approximates fair market
  value.  The Company assesses the effectiveness of its hedge instruments
  on a quarterly basis.  For the quarter ended December 31, 2001, the
  Company completed an assessment of the cash flow hedge instruments and
  determined these hedges to be highly effective.  The Company also
  determined the fair market value of its interest rate swaps.  The change
  in value, adjusted for any inefficiency, was recorded to other
  comprehensive income and the related derivative liability.  For the
  quarter ended December 31, 2001 the change in value totaled $325,000 and
  the ineffective portion of the hedge was immaterial.


                     STANDEX INTERNATIONAL CORPORATION

                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations

Statements contained in the following "Management's Discussion and
Analysis" that are not based on historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "expect," "believe,"
"estimate," "anticipate," "continue," or similar terms or variations of
those terms or the negative of those terms.  There are many factors that
affect the Company's business and the results of its operations and may
cause the actual results of operations in future periods to differ
materially from those currently expected or desired.  These factors include
uncertainties in competitive pricing pressures, general domestic and
international business and economic conditions and market demand.


MATERIAL CHANGES IN FINANCIAL CONDITION

During the first six months of fiscal 2002 the Company invested $7.2
million in plant and equipment, paid down $7.4 million of debt, purchased
$3.3 million of the Company's Common Stock and paid out $5.1 million in
cash dividends to the Company's shareholders.  These expenditures were
primarily funded with net operating cash flows of $20.6 million.  The
Company intends to continue its policy of using its funds to make
acquisitions when conditions are favorable, invest in property, plant and
equipment, pay dividends and purchase its Common Stock.

Effective July 1, 2001, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets."  The adoption of SFAS No. 142, and its effect on the Company's
financial position and results of operations, is more fully described in
the Notes to Financial Information.

OPERATIONS

                      Quarter Ended December 31, 2001
            As compared to the Quarter Ended December 31, 2000

Net sales for the quarter ended December 31, 2001 decreased by
approximately $8.8 million or 5.5% from the quarter ended December 31,
2000.  The effect, on net sales, of changes in the average foreign exchange
rates was not significant.

Net sales in the Food Service Segment of $32.6 million were $4.3 million
less than the prior year; Consumer Segment net sales increased by 1.1% to
$60.8 million from the prior year's $60.1 million; and Industrial Segment
net sales were $56.6 million versus $61.7 million in fiscal 2001.  The
Industrial Segment continued to be impacted, after being particularly hard
hit in the first quarter, by the economic slowdown.  The decline in Food
Service Segment sales reflects food service rollout programs last fiscal
year while new programs for this year have been delayed into the 3rd and
4th fiscal quarters.

The Company's gross profit margin percentage ("GPMP") increased to 35% for
the quarter versus 34% for the second quarter last year - a result of
controlling manufacturing costs and productivity improvements. Small
decreases in the Food Service and Industrial segments' GPMP were offset by
an increase in the Consumer Segment GPMP.

Consolidated selling, general and administrative expenses increased as a
percent of net sales to approximately 26.6% compared to 24.7% in the prior
year as a result of minor increases in the Food Service and Industrial
segments.  None of the changes were individually significant.

Interest expense for the current quarter decreased $726,000 versus the same
quarter in the previous fiscal year due to a decrease in interest rates.

Pre-tax income was $10.4 million compared to $12.3 million in the prior
year.  The effective tax rate of 38.5% in the current period was virtually
unchanged from the prior year's 38.4%.

As a result of the above, net income for the quarter ended December 31,
2001 was $6.4 million compared to $7.6 million for the quarter ended
December 31, 2000.

                    Six Months Ended December 31, 2001
           As Compared to the Six Months Ended December 31, 2000

For the six months ended December 31, 2001, sales totaled $293.6 million
compared to $309.9 million for the previous fiscal year.  The effect of
changes in average foreign exchange rates from December 31, 2000 to
December 31, 2001 was not significant.

Net sales in the Food Service segment decreased by $4.6 million for reasons
described in the discussion of the quarterly results.  Consumer segment net
sales of $110.1 million were virtually unchanged from the prior year's
$110.2 million.  Net sales in the Industrial segment decreased by $11.5
million or 9.1%, emulating the ongoing weakness in the economy, as noted
above.

The Company's GPMP remained stable at approximately 33%.  Changes in
segment GPMPs were not individually significant.

Consolidated SG&A increased to 25.2% of net sales versus 23.5% in the prior
year.  Segment variances were reflective of the quarterly results
previously discussed.

As a result of the above, operating income was $24.5 million compared to
$29.6 million in the prior year, a decrease of 17.3%.

Interest expense decreased by 16.5% or $1.0 million in the latest six-month
period compared to the same period last year for the same reason described
in the quarterly discussion.

Pre-tax income decreased to $19.6 million from $23.8 in the prior year.
The effective tax rate increased slightly to 39.5% from 38.6% in the
comparable prior period since a larger portion of the Company's income this
year was generated in higher taxed countries.

Income before the cumulative effect of a change in accounting principle was
$11.9 million as compared to $14.6 million last year.

The Company recorded a charge of $3.8 million representing the cumulative
effect of a change in accounting principle.  The change related to the
Company's adoption of SFAS No. 142 effective July 1, 2001 and is more fully
described in the Notes to Financial Information.

Due to the above factors, net income was $8.1 million compared to $14.6
million in the prior year.


    ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to a number of market risks, primarily the effects
of changes in foreign currency exchange rates and interest rates.
Investments in foreign subsidiaries and branches, and their resultant
operations, denominated in foreign currencies, create exposures to changes
in exchange rates.  The Company's use of its bank credit agreements
creates an exposure to changes in interest rates.  The effect of changes
in exchange rates and interest rates on the Company's earnings has been
relatively insignificant compared to other factors that also affect
earnings, such as business unit sales and operating margins.  The Company
does not hold or issue financial instruments for trading, profit or
speculative purposes.

There have been no significant changes in the exposure to changes in both
foreign currency and interest rates from June 30, 2001 to December 31,
2001.


                        PART II.  OTHER INFORMATION


       ITEM 4.  Submission of Matters to a Vote of Security Holders

     (a) The annual meeting of stockholders of the Company was held on
     October 30, 2001.  Two matters were voted upon at the meeting:  the
     election of directors, an amendment to the Employee Stock Purchase
     Plan of the Company, an amendment to the 1998 Long Term Incentive
     Plan of the Company and the approval of the appointment of
     independent auditors of the Company.

     The name of each director elected at the meeting and the number of
     votes cast as to each matter are as follows:

Proposal I (Election of Directors)

    Nominee                  For                      Withheld

    William R. Fenoglio      9,356,534                467,640
    Walter F. Greeley        9,364,644                459,530
    Thomas L. King           9,281,757                542,417
    Deborah A. Rosen         9,356,339                467,835

Proposal II (To Approve an Amendment to the Employee Stock Purchase Plan to
Increase the Number of Shares Available for Purchase by 200,000)

     For         Against           Abstain             No Vote
     8,236,239   572,833           34,567              980,535

Proposal III (To Approve an Amendment to the 1998 Long Term Incentive Plan
to Increase the Number of Shares Available for Grants by 800,000)

     For         Against           Abstain             No Vote

     6,738,050   2,028,845         76,744              980,535

Proposal IV (Appointment of Deloitte & Touche LLP as independent auditors)

    For         Against           Abstain             No Vote

    9,727,408   73,295            23,471                -0-


                 ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

           10.     Employment Agreement dated December 3, 2001 between the
          Company and Roger Fix.

(b) Reports on Form 8-K

     The Company filed no reports on Form 8-K with the Securities and
     Exchange Commission during the quarter ended December 31, 2001.


                     ALL OTHER ITEMS ARE INAPPLICABLE


                     STANDEX INTERNATIONAL CORPORATION

                            S I G N A T U R E S

     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

Date:  February 12, 2002           /s
Robert R. Kettinger
                                     Robert R. Kettinger
                                     Corporate Controller

Date:  February 12, 2002           /s/Christian Storch
                                     Christian Storch
                                     Vice President/CFO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>fixempla.txt
<DESCRIPTION>FIX EMPLOYMENT AGREEMENT
<TEXT>
                                                     EXHIBIT 10

                      EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made and entered into as of this 3rd day
of December, 2001 by and between STANDEX INTERNATIONAL
CORPORATION, a Delaware corporation with its executive offices in
Salem, New Hampshire (hereinafter referred to as the "Employer"),
and

                            ROGER FIX

of Long Grove, Illinois (hereinafter referred to as the
"Executive").


     WHEREAS, Employer is desirous of retaining the services of
Executive and Executive is desirous of providing services to the
Employer in a senior executive capacity upon the terms and
conditions herein set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties herein contained, it is agreed by and
between the parties as follows:

     1.  Employment.  Employer hereby agrees to employ Executive
on a full-time basis and Executive agrees to serve Employer on a
full-time basis as President/COO or other senior executive
capacity, subject to the direction and control of the Chief
Executive Officer of Employer, said employment being upon the
terms and conditions herein set forth.

     2.  Term.  The initial term (the "Initial Term") of this
Agreement shall commence upon the date it is executed by the
Executive (December 3, 2001) and continue for an initial term of
two (2) years through midnight on December 2, 2003, unless
otherwise terminated in accordance with the provisions of
Sections 6 or 15.  Upon the expiration of the Initial Term, this
Agreement shall automatically renew for an additional term of
three (3) years (the "Renewal Term") commencing upon December 3,
2003.  Notwithstanding the foregoing, the Renewal Term shall not
occur if this Agreement has been otherwise terminated in
accordance with the provisions of Sections 6 or 15 and, provided
further that the Renewal Term shall not occur if either party has
notified the other in writing at least one (1) year in advance of
the end of the existing term of the Agreement stating its intent
to terminate the Agreement at the end of that particular term.
Either Employer or Executive may terminate this Agreement during
the first year of the Initial Term upon 90 days written notice.

     3.  Best Efforts.  Executive agrees, as long as this
Agreement is in effect, to devote his best efforts, time and
attention to the business of Employer and to the performance of
such executive, managerial and supervisory duties as may be
required of him during the term of this Agreement.

     4.  Non-Compete.  Except as set forth in the third paragraph
of this Section 4, Executive shall not, as long as this Agreement
is in effect, engage in, or be interested in, in any active
capacity, any business other than that of Employer or any
affiliate, associate or subsidiary corporation of Employer.  It
is the express intent of the Employer and the Executive that: (i)
the covenants and affirmative obligations in this Section be
binding obligations to be enforced to the fullest extent
permitted by law;  (ii) in the event of any determination of
unenforceability of the scope of any covenant or obligation, its
limitation which a court of competent jurisdiction deems fair and
reasonable, shall be the sole basis for relief from the full
enforcement thereof; and  (iii) in no event shall the covenants
or obligations in this Section be deemed wholly unenforceable.

     In addition, except as set forth in the third paragraph of
this Section 4, Executive shall not for a period of two years
after the termination of employment with Employer (whether such
termination is by reason of the expiration of this Agreement or
for any other reason) compete with or directly or indirectly own,
control, manage, operate, join or participate in the ownership,
control, management or operation of any business which competes
with any present or future business of Employer at the time of
such termination.  In addition, the Executive covenants and
agrees that he will not, after termination of employment with the
Employer, directly or indirectly solicit for employment or retain
or hire any employees of the Employer.

     No provision contained in this paragraph shall restrict
Executive from making investments in other ventures which are not
competitive with Employer, or restrict Executive from engaging,
during non-business hours, in any other such non-competitive
business or restrict Executive from owning less than five per
cent of the outstanding securities of companies which compete
with any present or future business of Employer and which are
listed on a national stock exchange or actively traded on the
NASDAQ National Market System.

     5.  Compensation; Benefits.  Employer agrees to compensate
Executive for his services at a minimum annual base salary during
any year of this Agreement December 3 to December 2 of the higher
of $500,000 or the base salary at the end of the immediately
preceding year of this Agreement.  Such base salary shall be
payable at least monthly and shall be increased as determined (in
its sole discretion) by Employer.  In addition, for the fiscal
year ending June 30, 2002, the Employer agrees to pay the
Executive an annual incentive (payable in September 2002) of not
less than $125,000.

     As additional consideration for his services hereunder,
contemporaneously with the commencement of this Agreement, the
Employer agrees to grant to the Executive a Restricted Stock
Grant covering 25,000 shares of Common Stock of the Employer.
Vesting of this stock grant will occur as follows:  10,000 shares
on the second anniversary of the date of grant, 5,000 shares on
the third anniversary of the date of grant, 5,000 shares on the
fourth anniversary of the date of grant, and 5,000 shares on the
fifth anniversary of the date of grant.

     Executive shall also be entitled to participate in the
Standex Long Term Incentive Program, the Standex Annual Incentive
Program, the Standex Supplemental Executive Retirement Plan
("SERP"), the Standex Retirement Savings Plan and in such other
benefit plans and programs as are made available from time to
time to executives of the Employer.  Executive shall be entitled
to use an automobile furnished at the expense of Employer in
accordance with Employer's policy on this subject, as such policy
shall be revised from time to time.

     6.   Termination.
     A.  Death.  Executive's employment shall terminate forthwith
upon his death and all liability of Employer under this Agreement
or otherwise shall thereupon cease except for any compensation
for past services remaining unpaid and for benefits due to
Executive's estate or to others under the terms of any benefit
plan or agreement then in effect.

     B.  Disability.  In the event that Executive becomes
substantially disabled during the term of this Agreement for a
period of six consecutive months so that he is unable, in the
reasonable opinion of Employer, to perform the services as
contemplated herein, then Employer, at its option, may terminate
Executive's employment and this Agreement upon at least six (6)
additional months advance written notification to Executive.
Until such termination option is exercised and the six month
period has been satisfied or as otherwise mutually agreed in
writing, Executive will continue to receive his full salary and
fringe benefits during any period of illness or other disability,
regardless of duration.

     C.  Material Breach.  In the event of a material breach of
the terms of this Agreement by Executive or Employer, the non-
breaching party may cause this Agreement to be terminated for
cause on 90 days written notice, provided, however, that
termination by Employer for material breach following a change of
control, as defined in Section 15, shall be effective only upon
twelve (12) months prior written notice.  Employer may remove
Executive from all duties and authority commencing on the first
day of any such notice period, however, payment of compensation
and participation in all benefits shall continue through the last
day of such notice period.  For purposes of this Agreement
material breach or cause shall be defined as:

     (i)   an act or acts of
           dishonesty on the Executive's part which are intended
           to result in his substantial personal enrichment at
           the expense of the Employer; or

     (ii) the Executive willfully, deliberately and continuously
          fails to materially and substantially perform his
          duties hereunder and which result in material injury
          to the Employer (other than such failure resulting
          from the Executive's incapacity due to physical or
          mental disability) after demand for substantial
          performance is given by the Employer to the Executive
          specifically identifying the manner in which the
          Employer believes the Executive has not materially and
          substantially performed his duties hereunder.
          Material breach or cause does not include performance
          related evaluations by Employer.

No action, or failure to act, shall be considered "willful" if it
is done by the Executive in good faith and with reasonable belief
that his action or omission was in the best interest of the
Employer.

     D.   Legal Expenses.  It is further agreed that Employer will pay
all reasonable legal expenses of Executive in the event that
Executive defends or brings any action under this Agreement,
provided, however, that Employer shall not be obligated to pay
the legal expenses of Executive if, in good faith, the Board of
Directors determines that, Executive acted in a manner Executive
believed to be adverse to the best interests of Employer or that
Executive should have known that his conduct was unlawful.
Notwithstanding such a determination, the Board shall be
obligated to reimburse Executive for said legal expenses if he
successfully defends or successfully prosecutes his case.
Employer also agrees to pay Executive's legal fees directly
related to the revision and modification of this Employment
Agreement; provided however, that in no event shall the Employer
pay more than $5,000 for such legal fees and related expenses.
All such legal fees payable by the Employer shall be fully and
completely documented identifying each service provided and a
breakdown of the time and dates on which such services were
performed.

     7.  Notices.  Any notice to be given pursuant to this
Agreement shall be sent by overnight mail, certified mail,
postage prepaid, or by fax (with a copy mailed via first class
mail, postage pre-paid) or delivered in person to the parties at
the following addresses or at such other address as either party
may from time to time in writing designate:

     To Executive:         Roger Fix
                           1729 Holly Court
                           Long Grove, IL 60047


     To Employer:          Standex International Corporation
                           6 Manor Parkway
                           Salem, New Hampshire 03079
                           Attention:  Edward J. Trainor


     8.  Invention and Trade Secret Agreement.  Executive agrees
that the Invention and Trade Secret Agreement dated December 3,
2001 by and between Executive and Standex International
Corporation and signed by Executive shall remain in full force
and effect while this Agreement is in effect and, as provided in
the Invention and Trade Secret Agreement, after termination
hereof.

     9.  Specific Performance.  It is acknowledged by both
parties that damages will be an inadequate remedy to Employer in
the event that Executive breaches or threatens to breach his
commitments under Section 4 or under the Invention and Trade
Secret Agreement. Therefore, it is agreed that Employer, may
institute and maintain an action or proceeding to compel the
specific performance of the promises of Executive contained
herein and therein. Such remedy shall, however, be cumulative,
and not exclusive, to any other remedy that Employer may have.

     10.  Survival.  The obligations contained in Sections 4 and
8 shall survive the termination of this Agreement.  In addition,
the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the
time of the termination of this Agreement or which may arise by
any event causing the termination of this Agreement.

     11.  Covenants Severable.  In the event that any covenant of
this Agreement shall be determined invalid or unenforceable and
the remaining provisions can be given effect, then such remaining
provisions shall remain in full force and effect.

     12.  Entire Agreement; Amendment.  This Agreement supersedes
any employment understanding or agreement (except the Invention
and Trade Secret Agreement) that may have been previously made by
Employer or its respective subsidiaries or affiliates with
Executive.  This Agreement, together with the Invention and Trade
Secret Agreement, represents all the terms and conditions and the
entire agreement between the parties hereto with respect to the
employment of Executive by Employer.  This Agreement may be
modified or amended only by written agreement signed by Employer
and Executive.

     13.  Assignment.  This Agreement is personal between
Employer and Executive and may not be assigned; provided,
however, that Employer shall have the absolute right at any time,
or from time to time, to sell or otherwise dispose of its assets
or any part thereof or to reconstitute the same into one or more
subsidiary corporations or divisions or to merge, consolidate or
enter into similar transactions. In the event of any such
transaction, the term "Employer" as used herein shall mean and
include such successor corporation.

     14.  Severance.  Except in the event of a termination for
cause pursuant to Section 6.C. above; or a Change of Control as
governed by Section 15 below, the Executive will be entitled to
the following severance payments:

     (i)    If the Executive's employment is terminated by the
            Employer on or before December 2, 2002, without
            cause, and the Executive has not completed
            relocation of his principal residence by September
            1, 2002, the Executive will receive an aggregate
            severance payment equal to his then current base
            salary payable semi-monthly commencing on the first
            regularly scheduled payroll date following the date
            of termination and continuing for a period of one
            year, and coincident with the severance period, one
            year of medical and dental insurance coverage as is
            then being offered to salaried employees at the
            Employer's Salem, New Hampshire location; or

     (ii)   If the Executive completes relocation of his
            principal residence by September 1, 2002 as provided
            in Section 16 below, the Executive is not promoted
            to the position of President/CEO of the Employer by
            January 1, 2003 and the Executive thereafter elects
            to terminate this Agreement, the Executive will
            receive an aggregate severance payment equal to his
            then current base salary, payable semi-monthly,
            commencing on the first regularly scheduled payroll
            date following the date of termination and
            continuing for a period of two years, and coincident
            with the first year of the severance period, one
            year of medical and dental insurance coverage as is
            then being offered to salaried employees at the
            Employer's Salem, New Hampshire location; or

     (iii)  If the Executive's employment is terminated by the
            Employer on or after December 3, 2002, without
            cause, the Executive will receive an aggregate
            severance payment equal to his then current base
            salary, payable semi-monthly, commencing on the
            first regularly scheduled payroll date following the
            date of termination and continuing for a period of
            two years, and coincident with the first year of the
            severance period, one year of medical and dental
            insurance coverage as is then being offered to
            salaried employees at the Employer's Salem, New
            Hampshire location.

     It is understood and agreed that in the event of a
termination pursuant to Section 6.C., at any time during either
the Initial Term or the Renewal Term of this Agreement, or in the
event that the Employee terminates this Agreement for a reason
other than those set forth Section 6.A. or 6.B., or 14(ii) above,
the Employee shall not be entitled to severance under this
Agreement.


     15.  Change of Control.

     A.  In the event of a change in control of Employer required
to be reported under Item 6(e) of Schedule 14A of Regulation 14A
of the Securities Exchange Act of 1934:

     (i)   Employer may terminate Executive's employment only upon
           conclusive evidence of substantial and indisputable intentional
           personal malfeasance in office such as a conviction for
           embezzlement of Employer's funds; and

     (ii)  Executive may terminate his employment at any time if
           there is a change in his general area of responsibility, title or
           place of employment, or if his salary or benefits are lessened or
           diminished.

     B.  Following a change of control of Employer, any
termination of Executive's employment either by Executive
pursuant to Section 14.A.(ii) or by Employer under any
circumstances other than involving conclusive evidence of
substantial and indisputable intentional personal malfeasance in
office, then:

     (i)   Executive shall be promptly paid a lump sum payment equal to
           three times his current annual base salary plus three times the
           most recent annual incentive paid to him;

     (ii)  Executive shall become 100% vested in all benefit plans
           in which he participates including but not limited to the Standex
           Retirement Savings Plan, the Management Savings Program portion
           of the Standex Annual Incentive Program and all restricted stock
           grants, stock options and performance share units granted under
           the Standex Long Term Incentive Program and any other stock
           option plans of the Employer;

     (iii) Three years of benefit service shall be added to the
           years of service credited to Executive under the Standex
           Retirement Plan;

     (iv)  The salary and incentive paid under Section 14.B.(i)
           shall be deemed the Executive's compensation during such three
           additional years for purposes of the computation of his pension
           under the Standex Retirement Plan;

     (v)   All life insurance and medical plan benefits covering the
           Executive and his dependents shall be continued at the expense of
           Employer for the three-year period following such termination as
           if the Executive were still an employee of the Employer; and

     (vi)  In the event that any payment or distribution of any
           type to or for the benefit of the Executive made by the Employer,
           by any of its affiliates, by any person or entity which acquires
           ownership or effective control or ownership of a substantial
           portion of the Employer's assets within the meaning of Section
           280G of the Internal Revenue Code of 1986, as amended, and all
           related regulations or any similar federal tax that may
           hereinafter be imposed, whether paid or payable or distributed or
           distributable pursuant to this Agreement or otherwise
           (collectively called the "Total Payments"), would be subject to
           the excise tax imposed by Section 4999 of the Internal Revenue
           Code of 1986, as amended, and all related regulations or any
           similar federal tax that may hereinafter be imposed or any
           interest or penalties with respect to such excise tax (such
           excise tax, together with any such interest or penalties are
           hereinafter collectively referred to as the "Excise Tax"), then
           the Executive shall be entitled to receive from the Employer an
           additional payment (an "Excise Tax Restoration Payment") in an
           amount that shall fully fund the payment by the Executive of any
           Excise Tax on the Total Payments as well as any income taxes
           imposed on the Excise Tax Restoration Payment, any Excise Tax
           imposed on the Excise Tax Restoration Payment and any interest or
           penalties imposed with respect to taxes on the Excise Tax
           Restoration Payment or any Excise Tax.  If the Employer refuses
           or fails to timely pay the Excise Tax Restoration Payment to the
           Executive without a good faith lawful justification and such
           refusal or failure is not corrected within twenty (20) business
           days after the Executive provides written notice to the Employer
           concerning the refusal or failure, then the Employer shall
           immediately pay to the Executive an additional amount equal to
           75% of the Executive's last annual base salary as a late fee for
           the Employer's late payment of the Excise Tax Restoration
           Payment.  The Employer shall furnish to the Executive a written
           statement setting forth in detail the manner in which the Excise
           Tax Restoration Payment was calculated and the basis for such
           calculations, including any opinions or other advice that the
           Employer received from outside counsel, auditors or consultants.
           Notwithstanding the foregoing, it is the express intent and
           desire of the parties that if the Total Payments would trigger an
           Excise Tax, then the Executive shall be entitled to promptly
           receive such additional monetary compensation from the Employer
           as may be necessary to ensure that the Executive's net after tax
           benefit of the Total Payments would be the same as if no Excise
           Tax had been imposed upon the Total Payments. In the event of any
           dispute between the Executive and the Employer involving the
           Excise Tax Restoration Payment, the matter shall be promptly
           submitted to binding arbitration on an expedited basis before a
           mutually acceptable arbitrator at a national accounting firm.

     16.  Executive's Residence.  Executive agrees to sign a
contract to either purchase or to build a residence in the
vicinity of Salem, NH by or before September 1, 2002.  If
Executive's employment is terminated by Employer prior to the end
of the first year of the Initial Term, or if Executive does not
become the CEO of Employer by January 1, 2003, at Executive's
option, the Employer shall purchase such residence at the
purchase price paid by Executive.  If Executive's employment is
terminated by Employer after September 1, 2002 and Executive has
not (i) signed a contract to purchase such a residence, and (ii)
used his best efforts to complete the closing of the purchase by
September 1, 2002, the severance package will be pursuant to the
provisions set forth in Section 14(i) above.

     17.  Governing Law; Binding Nature of Agreement.  This
Agreement shall be construed in accordance with the laws of the
State of New Hampshire and shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, executors,
administrators, successors and assigns.

     IN WITNESS WHEREOF, Employer has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized
and its corporate seal to be hereto affixed, and Executive has
executed the within instrument as a sealed document, all as of
the day and year first above written.

                           STANDEX INTERNATIONAL CORPORATION


                           By:  /s/ Edward J. Trainor
                                Edward J. Trainor, President/CEO

ATTEST:

/s/Deborah A. Rosen
Deborah A. Rosen, Secretary

/s/Galina Gusareva               /s/Roger Fix
Witness                          Roger Fix



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