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STANDEX INTERNATIONAL CORP/DE/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

August 19, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On August 14, 2014, Standex International Corporation, a Delaware corporation ("Standex") and the shareholders and optionholders of MPE Aeroengines, Inc., a Delaware corporation, ("MPE") of which Enginetics Corporation, an Ohio corporation, is a wholly owned subsidiary ("Enginetics"), entered into a Stock Purchase Agreement pursuant to which Standex will acquire all of the outstanding stock of MPE (the "Agreement"). It is anticipated that the transaction will close on or before September 11, 2014. Pursuant to the Agreement, the closing of the transaction is subject to customary closing conditions. MPE will, and will cause Enginetics to, conduct its business in the ordinary course of business in accordance with past practice until the closing of the transaction.

Standex will pay approximately $55.2 million in cash for the aggregate outstanding shares and options of MPE. The purchase price is subject to a post-closing adjustment tied to the level of working capital of Enginetics at the time of the closing. Enginetics is a leading producer of aircraft engine components for all major aircraft platforms.

The Agreement contains customary representations, warranties, indemnities and covenants for stock purchase agreements, made by both parties. The Agreement may be terminated by Standex or MPE under circumstances specified in the Agreement, including (i) mutual consent, or (ii) uncured material breaches of the other party's covenants, agreements, representations or warranties, if such breach prevents or would prevent the satisfaction of a closing condition.

A copy of the August 19, 2014 press release related to the transaction is attached hereto as Exhibit 99.1.

SECTION 8 Item 8.01 Other Events.



On August 19, 2014, the Company issued a Press Release announcing the execution of the Agreement for the acquisition of Enginetics and its parent corporation referenced in Item 1.01 above. A copy of the Press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

SECTION 9

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 604021018.1 Exhibit 99.1



Press Release of the Company dated August 19, 2014, announcing the execution of the Agreement for the acquisition of Enginetics.


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Source: Edgar Glimpses


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