Standex International Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): October 29, 2024

 

 

 

 

 

 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

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):

 

 

 

 

 

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.  ☐

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

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.

 

(Registrant)