text
stringlengths 1.03k
343k
|
|---|
In addition, Rust-Oleum branded products in Canada are marketed under the Rust-Oleum, Tremclad, Varathane and Zinsser brand names; • a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover Stain, DIF, FastPrime, Sealcoat, Jomax, Gardz, Perma-White, Shieldz, Watertite, Okon and Parks brand names; • cleaners sold under the Whink brand name and floor sealers sold under the Miracle Sealants and 511 brand names; • deck and fence restoration products under the Wolman brand name; • metallic and faux finish coatings marketed under our Modern Masters brand name; • exterior wood deck and concrete restoration systems, and flooring finishes marketed under our Restore and RockSolid brand names; and • an assortment of other products, including hobby paints and cements marketed under our Testors brand name. |
The specialty segment generated $0.8 billion in net sales for the fiscal year ended May 31, 2018 and includes the following major product lines and brand names: • fluorescent colorants and pigments marketed under our Day-Glo, Radiant and Dane Color brand names; • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal and Holton Food Products brand names; • highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) principally marketed in the U.S., Canada, U.K. and Poland under the Dryvit brand name; • fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and ODORx brand names; • professional carpet cleaning and disinfecting products marketed under the Sapphire Scientific, Chemspec and Prochem brand names; • fuel additives marketed under our Valvtect brand name; • wood treatments marketed under our Kop-Coat and Tru-Core brand names; • pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; • wood furniture finishes and touch-up products marketed under our CCI/Finishworks, Mohawk, Chemical Coatings, Behlen, Westfield Coatings and Morrells brand names; and • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name. |
Signature Title /s/ Frank C. Sullivan Chairman, President, Chief Executive Officer and a Director Frank C. Sullivan (Principal Executive Officer) /s/ Russell L. Gordon Vice President and Chief Financial Officer Russell L. Gordon (Principal Financial Officer) /s/ Keith R. Smiley Vice President-Finance and Controller Keith R. Smiley (Principal Accounting Officer) /s/ John P. Abizaid Director John P. Abizaid /s/ Kirkland B. Andrews Director Kirkland B. Andrews /s/ John M. Ballbach Director John M. Ballbach /s/ Bruce A. Carbonari Director Bruce A. Carbonari /s/ David A. Daberko Director David A. Daberko /s/ Jenniffer D. Deckard Director Jenniffer D. Deckard /s/ Salvatore D. Fazzolari Director Salvatore D. Fazzolari /s/ Thomas S. Gross Director Thomas S. Gross /s/ Julie A. Lagacy Director Julie A. Lagacy /s/ Robert A. Livingston Director Robert A. Livingston /s/ Craig S. Morford Director Craig S. Morford /s/ Frederick R. Nance Director Frederick R. Nance /s/ William B. Summers, Jr. Director William B. Summers, Jr. RPM International Inc. and Subsidiaries Valuation And Qualifying Accounts and Reserves (Schedule II) (1) Uncollectible accounts written off, net of recoveries (2) Primarily claims paid during the year, net of insurance contributions (3) Primarily transfers between current and noncurrent (4) Approximately $1.7 million of the additions is reflected in the line item entitled, “Restructuring Expense,” in our Consolidated Statements of Income. |
Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, RPM Belgium, Hummervoll and API brand names; • commercial, decorative flooring for architectural and design applications under the Flowcrete, Liquid Elements, Expanko, and Fritztile brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate, Fibregrid and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure and oil and gas-related applications marketed under our Carboline, Specialty Polymer Coatings, Nullifire, Charflame, Firefilm, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; • rolled asphalt roofing materials, waterproofing products, and chemical admixtures marketed under our Viapol, Vandex and Betumat brand names; • concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts and mortars, epoxy adhesives, injection resins, polyurethane foams, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, EUCO, Eucon, Fiberstrand, Increte Systems, Plastol, Sentinel, Speed Crete, Tuf-Strand, Prime Gel, Prime Bond, Prime Coat, Prime Guard, Prime Rez and Prime Flex brand names; • specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and asphalt and concrete repair products marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate, Fibrecrete, Texacrete, Fibrejoint, Samiscreed and Epoplex brand names; and • amine curing agents, reactive diluents, specialty epoxy resins and other intermediates under our Arnette Polymers brand name. |
The specialty segment generated $0.7 billion in net sales for the fiscal year ended May 31, 2017 and includes the following major product lines and brand names: • fluorescent colorants and pigments marketed under our Day-Glo, Radiant and Dane Color brand names; • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal and Holton Food Products brand names; • highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) principally marketed in the U.S., Canada, U.K. and Poland under the Dryvit brand name; • fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and ODORx brand names; • professional carpet cleaning and disinfecting products marketed under the Sapphire Scientific, Chemspec and Prochem brand names; • fuel additives marketed under our Valvtect brand name; • wood treatments marketed under our Kop-Coat and Tru-Core brand names; • pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; • wood furniture finishes and touch-up products marketed under our CCI, Mohawk, Chemical Coatings, Behlen, Westfield Coatings, Finishworks and Morrells brand names; and • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name. |
RPM Performance Coatings Group: · high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, Hummervoll and API brand names; · commercial, decorative flooring for architectural and design applications under the Flowcrete, Liquid Elements, Expanko, and Fritztile brand names; · fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; · high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, Grupo PV, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; · rolled asphalt roofing materials, waterproofing products, chemical admixtures and industrial epoxy flooring systems marketed under our Viapol and Betumat brand names; · concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts, epoxy adhesives, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, Euco, Eucon, Fiberstrand, Increte, Plastol, Sentinel, Speed Crete and Tuf-Strand brand names; and · specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and concrete repair marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate and Epoplex brand names. |
The specialty segment generated $732.1 million in net sales for the fiscal year ended May 31, 2016 and includes the following major product lines and brand names: · fluorescent colorants and pigments marketed under our Day-Glo, Radiant and Dane Color brand names; · shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal and Holton Foods brand names; · highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) marketed in the U.S., Canada, U.K. and Poland under the Dryvit brand name; · fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and Odorx brand names; · professional carpet cleaning and disinfecting products marketed under the Sapphire and Chemspec brand names; · fuel additives marketed under our Valvtect brand name; · wood treatments marketed under our Kop-Coat and Tru-Core brand names; · pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; · wood furniture finishes and touch-up products marketed under our CCI, Mohawk, Chemical Coatings, Behlen, Westfield Coatings, Finishworks and Morrells brand names; and · a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name. |
Signature Title /s/ Frank C. Sullivan Chairman, Chief Executive Officer and a Director Frank C. Sullivan (Principal Executive Officer) /s/ Russell L. Gordon Vice President and Chief Financial Officer Russell L. Gordon (Principal Financial Officer) /s/ Keith R. Smiley Vice President-Finance and Controller Keith R. Smiley (Principal Accounting Officer) /s/ Thomas C. Sullivan Chairman Emeritus and a Director Thomas C. Sullivan /s/ John P. Abizaid Director John P. Abizaid /s/ Bruce A. Carbonari Director Bruce A. Carbonari /s/ David A. Daberko Director David A. Daberko /s/ Jenniffer D. Deckard Director Jenniffer D. Deckard /s/ Salvatore D. Fazzolari Director Salvatore D. Fazzolari /s/ Thomas S. Gross Director Thomas S. Gross /s/ Craig S. Morford Director Craig S. Morford /s/ Frederick R. Nance Director Frederick R. Nance /s/ Charles A. Ratner Director Charles A. Ratner /s/ William B. Summers, Jr. Director William B. Summers, Jr. /s/ Dr. Jerry Sue Thornton Director Dr. Jerry Sue Thornton RPM INTERNATIONAL INC. Exhibit Index E-1 E-2 E-3 * Management contract or compensatory plan or arrangement. |
RPM Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, Hummervoll and API brand names; • commercial, decorative flooring for architectural and design applications under the Liquid Elements, Expanko, Fritztile and Flowcrete brand names; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, Grupo PV, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; • rolled asphalt roofing materials, waterproofing products, chemical admixtures and industrial epoxy flooring systems marketed under our Viapol and Betumat brand names; • concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts, epoxy adhesives, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, Euco, Eucon, Fiberstrand, Increte, Plastol, Sentinel, Speed Crete and Tuf-Strand brand names; and • specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and concrete repair marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate and Epoplex brand names. |
Signature Title /s/ Frank C. Sullivan Frank C. Sullivan Chairman, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Russell L. Gordon Russell L. Gordon Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Keith R. Smiley Keith R. Smiley Vice President-Finance and Controller (Principal Accounting Officer) /s/ Thomas C. Sullivan Thomas C. Sullivan Chairman Emeritus and a Director /s/ John P. Abizaid John P. Abizaid Director /s/ Bruce A. Carbonari Bruce A. Carbonari Director /s/ David A. Daberko David A. Daberko Director /s/ Salvatore D. Fazzolari Salvatore D. Fazzolari Director /s/ Thomas S. Gross Thomas S. Gross Director /s/ Craig S. Morford Craig S. Morford Director /s/ Frederick R. Nance Frederick R. Nance Director /s/ Charles A. Ratner Charles A. Ratner Director Signature Title /s/ William B. Summers, Jr. William B. Summers, Jr. Director /s/ Dr. Jerry Sue Thornton Dr. Jerry Sue Thornton Director /s/ Joseph P. Viviano Joseph P. Viviano Director RPM INTERNATIONAL INC. Exhibit Index E-1 E-2 E-3 E-4 * Management contract or compensatory plan or arrangement. |
RPM Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, Hummervoll and API brand names; • commercial, decorative flooring for architectural and design applications under the Liquid Elements, Expanko, Fritztile & Flowcrete brand names; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, Grupo PV, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; • rolled asphalt roofing materials, waterproofing products, chemical admixtures and industrial epoxy flooring systems marketed under our Viapol brand name; • concrete and masonry admixtures, concrete fibers, curing and sealing compounds, structural grouts, epoxy adhesives, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Toxement, Viapol, Dural, Euco, Eucon, Fiberstrand, Increte, Plastol, Sentinel, Speed Crete and Tuf- Strand brand names; and • specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and concrete repair marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate and Epoplex brand names. |
DAP Group: • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home improvement and construction marketed through a wide assortment of DAP branded products, including ’33’, ’53’, ’1012’, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Alex Flex, Fast Patch, Beats The Nail, Blend-Stick, Blockade, Butyl-Flex, Caulk-Be-Gone, Crack Shot, Custom-Patch, DAP 3.0, DAP CAP, DAPtex Plus, DryDex, Dynaflex 230, Dynagrip, Elastopatch, Fast ’N Final, Kwik Foam, Kwik Seal, Kwik Seal Plus, Mono, Patch Stick, Patch-N-Paint, Plastic Wood, Presto Patch, Quick Plug, Rely-On, Seal ’N Peel, SIDE Winder, Silicone Plus, Simple Seal, SMARTBOND, StrongStik, Weldwood and Phenoseal, which is a brand of Gloucester Company Inc., which is a subsidiary of DAP Products Inc. Foreign Operations For the fiscal year ended May 31, 2014, our foreign operations accounted for approximately 41% of our total net trade sales, excluding any direct exports from the United States. |
Signature Title /s/ Frank C. Sullivan Frank C. Sullivan Chairman, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Russell L. Gordon Russell L. Gordon Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Keith R. Smiley Keith R. Smiley Vice President-Finance and Controller (Principal Accounting Officer) /s/ Thomas C. Sullivan Thomas C. Sullivan Chairman Emeritus and a Director /s/ John P. Abizaid John P. Abizaid Director /s/ Bruce A. Carbonari Bruce A. Carbonari Director /s/ David A. Daberko David A. Daberko Director /s/ Salvatore D. Fazzolari Salvatore D. Fazzolari Director /s/ Thomas S. Gross Thomas S. Gross Director /s/ Craig S. Morford Craig S. Morford Director /s/ Frederick R. Nance Frederick R. Nance Director /s/ Charles A. Ratner Charles A. Ratner Director Signature Title /s/ William B. Summers, Jr. William B. Summers, Jr. Director /s/ Dr. Jerry Sue Thornton Dr. Jerry Sue Thornton Director /s/ Joseph P. Viviano Joseph P. Viviano Director RPM INTERNATIONAL INC. Exhibit Index E-1 E-2 E-3 E-4 * Management contract or compensatory plan or arrangement. |
Our industrial segment generated $2.6 billion in net sales for the fiscal year ended May 31, 2013 and includes the following major product lines and brand names: RPM Building Solutions Group: • waterproofing and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, Republic and Vulkem brand names; • sealants, tapes and foams that seal and insulate joints in various construction assemblies marketed under our Tremco, illbruck, Dymeric and Spectrem brand names; • new residential home weatherization systems marketed under our Tuff-N-Dri, Watchdog Waterproofing and Enviro-Dri brand names; • specialized roofing and building maintenance and related services marketed by our Weatherproofing Technologies subsidiary; • highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) and related accessories marketed under our FEMA brand; • specialty industrial adhesives and sealants marketed under our Pactan brand name; • rolled asphalt roofing materials, waterproofing products, chemical admixtures and industrial epoxy flooring systems marketed under our Viapol brand name; and • concrete and masonry additives and related construction chemicals marketed under our EUCO, Increte, PSI and Tamms brand names. |
RPM Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, Hummervoll and API brand names; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, Grupo PV, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; and • specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and concrete repair marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate and Epoplex brand names. |
There are a number of issues and matters to be resolved in connection with the SPHC and Bondex Chapter 11 proceedings, including, among others, the following: • the ultimate asbestos liability of the filing entities; • the outcome of negotiations with a committee of asbestos personal injury claimants and the representative for unknown future asbestos claimants, as well as other participants in the Chapter 11 proceedings, concerning, among other things, the size and structure of a trust to satisfy the asbestos liability and the means for funding that trust; and • the Bankruptcy Court’s decisions relating to numerous substantive and procedural aspects of the Chapter 11 proceedings, including with regard to the length of time the existing preliminary injunction that prohibits derivative asbestos liability lawsuits and other actions from being brought against RPM International and other non-filing affiliates of the filing entities remains in effect, and estimation of the aggregate asbestos liability of the filing entities. |
Signature Title /s/ Frank C. Sullivan Frank C. Sullivan Chairman, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Russell L. Gordon Russell L. Gordon Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Keith R. Smiley Keith R. Smiley Vice President-Finance and Controller (Principal Accounting Officer) /s/ Thomas C. Sullivan Thomas C. Sullivan Chairman Emeritus and a Director /s/ John P. Abizaid John P. Abizaid Director /s/ Bruce A. Carbonari Bruce A. Carbonari Director /s/ David A. Daberko David A. Daberko Director /s/ Salvatore D. Fazzolari Salvatore D. Fazzolari Director /s/ Thomas S. Gross Thomas S. Gross Director /s/ Craig S. Morford Craig S. Morford Director /s/ Frederick R. Nance Frederick R. Nance Director Signature Title /s/ William A. Papenbrock William A. Papenbrock Director /s/ Charles A. Ratner Charles A. Ratner Director /s/ William B. Summers, Jr. William B. Summers, Jr. Director /s/ Dr. Jerry Sue Thornton Dr. Jerry Sue Thornton Director /s/ Joseph P. Viviano Joseph P. Viviano Director RPM INTERNATIONAL INC. Exhibit Index E-1 E-2 E-3 E-4 * Management contract or compensatory plan or arrangement. |
Our industrial segment generated $2.5 billion in net sales for the fiscal year ended May 31, 2012 and includes the following major product lines and brand names: RPM Building Solutions Group: • waterproofing and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, Republic and Vulkem brand names; • sealants, tapes and foams that seal and insulate joints in various construction assemblies marketed under our Tremco, illbruck, Dymeric and Spectrem brand names; • new residential home weatherization systems marketed under our Tuff-N-Dri, Watchdog Waterproofing and Enviro-Dri brand names; • specialized roofing and building maintenance and related services marketed by our Weatherproofing Technologies subsidiary; • highly insulated building cladding materials (Exterior Insulating and Finishing Systems, “EIFS”) and related accessories marketed under our FEMA brand; • specialty industrial adhesives and sealants marketed under our Pactan brand name; and • concrete and masonry additives and related construction chemicals marketed under our EUCO, Increte, PSI and Tamms brand names. |
RPM Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Flowcrete, Hummervoll and API brand names; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, Grupo PV, A/D Fire, Thermo-Lag, Plasite and Perlifoc brand names; and • specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and concrete repair marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate and Epoplex brand names. |
DAP Group: • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home improvement and construction marketed through a wide assortment of DAP branded products, including ‘33’, ‘53’, ‘1012’, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Beats The Nail, Blend-Stick, Blockade, Butyl-Flex, Caulk-Be-Gone, Crack Shot, Custom-Patch, DAP 3.0 IS ALL YOU NEED TO KNOW, DAP CAP, DAPtex Plus, DryDex, Dynaflex 230, Dynagrip, Elastopatch, Fast ‘N Final, Kwik Foam, Kwik Seal, Kwik Seal Plus, Mono, Patch Stick, Patch-N-Paint, Plastic Wood, Presto Patch, Quick Plug, Rely-On, Seal ‘N Peel, SIDE Winder, Silicone Plus, StrongStik, Weldwood and Phenoseal, which is a brand of Gloucester Company Inc., which is a subsidiary of DAP Products Inc. Foreign Operations For the fiscal year ended May 31, 2012, our foreign manufacturing operations accounted for approximately 41% of our total net trade sales, excluding any direct exports from the United States. |
Signature Title /s/ Frank C. Sullivan Frank C. Sullivan Chairman, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Russell L. Gordon Russell L. Gordon Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Keith R. Smiley Keith R. Smiley Vice President-Finance and Controller (Principal Accounting Officer) /s/ Thomas C. Sullivan Thomas C. Sullivan Chairman Emeritus and a Director /s/ John P. Abizaid John P. Abizaid Director /s/ Bruce A. Carbonari Bruce A. Carbonari Director /s/ David A. Daberko David A. Daberko Director /s/ Thomas S. Gross Thomas S. Gross Director /s/ James A. Karman James A. Karman Director /s/ Frederick R. Nance Frederick R. Nance Director /s/ William A. Papenbrock William A. Papenbrock Director /s/ Charles A. Ratner Charles A. Ratner Director Signature Title /s/ William B. Summers, Jr. William B. Summers, Jr. Director /s/ Dr. Jerry Sue Thornton Dr. Jerry Sue Thornton Director /s/ Joseph P. Viviano Joseph P. Viviano Director RPM INTERNATIONAL INC. Exhibit Index E-1 E-2 E-3 E-4 * Management contract or compensatory plan or arrangement. |
Performance Coatings Group: • high-performance polymer flooring systems for industrial, institutional and commercial facilities, as well as offshore and marine structures marketed under our Stonhard, Flowcrete and Hummervoll brand names; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; • high-performance, heavy-duty corrosion-control coatings, fireproofing products and containment linings for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, A/D Fire, Thermo-Lag and Plasite brand names; and • specialty construction products including bridge expansion joints, bridge deck and parking deck membranes, curb and channel drains, highway markings, protective coatings and concrete repair marketed under our Universal Sealants, BridgeCare, StructureCare, Pitchmastic, Nufins, Visul, EnviroKerb, EnviroChannel, EnviroDeck, EnviroGrate and Epoplex brand names. |
There are a number of issues and matters to be resolved in connection with the SPHC and Bondex Chapter 11 proceedings, including, among others, the following: • the ultimate asbestos liability of the filing entities; • the outcome of negotiations with a committee of asbestos personal injury claimants and other participants in the Chapter 11 proceedings, concerning, among other things, the size and structure of a trust to satisfy the asbestos liability and the means for funding that trust; • the outcome of ongoing litigation with the insurers of the filing entities as to additional amounts of coverage of the filing entities and their participation in a plan to fund the settlement trust; and • the Bankruptcy Court’s decisions relating to numerous substantive and procedural aspects of the Chapter 11 proceedings, including with regard to the length of time the existing preliminary injunction that prohibits derivative asbestos liability lawsuits and other actions from being brought against RPM International and other non-filing affiliates of the filing entities remains in effect, any shaping litigation regarding asbestos claims, estimation of the aggregate asbestos liability of the filing entities, and extensions of the periods in which only the filing entities have the right to file a plan of reorganization. |
Signature Title /s/ Frank C. Sullivan Frank C. Sullivan Chairman, Chief Executive Officer and a Director (Principal Executive Officer) /s/ Robert L. Matejka Robert L. Matejka Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Barry M. Slifstein Barry M. Slifstein Vice President and Controller (Principal Accounting Officer) /s/ Thomas C. Sullivan Thomas C. Sullivan Chairman Emeritus and a Director /s/ John P. Abizaid John P. Abizaid Director /s/ Bruce A. Carbonari Bruce A. Carbonari Director /s/ David A. Daberko David A. Daberko Director /s/ James A. Karman James A. Karman Director /s/ Donald K. Miller Donald K. Miller Director /s/ Frederick R. Nance Frederick R. Nance Director /s/ William A. Papenbrock William A. Papenbrock Director Signature Title /s/ Charles A. Ratner Charles A. Ratner Director /s/ William B. Summers, Jr. William B. Summers, Jr. Director /s/ Dr. Jerry Sue Thornton Dr. Jerry Sue Thornton Director /s/ Joseph P. Viviano Joseph P. Viviano Director RPM INTERNATIONAL INC. Exhibit Index E-1 E-2 E-3 E-4 * Management contract or compensatory plan or arrangement. |
There are a number of issues and matters to be resolved in connection with the Chapter 11 proceedings, including, among others, the following: • the ultimate asbestos liability of the filing entities; • the outcome of negotiations with a committee of asbestos personal injury claimants and other participants in the Chapter 11 proceedings, concerning, among other things, the size and structure of a trust to satisfy the asbestos liability and the means for funding that trust; • the outcome of ongoing litigation with the insurers of the filing entities as to additional amounts of coverage of the filing entities and their participation in a plan to fund the settlement trust; and • the Bankruptcy Court’s decisions relating to numerous substantive and procedural aspects of the Chapter 11 proceedings, including with regard to the length of time the existing preliminary injunction that prohibits derivative asbestos liability lawsuits and other actions from being brought against RPM International and other non-filing affiliates of the filing entities remains in effect, any shaping litigation regarding asbestos claims, estimation of the aggregate asbestos liability of the filing entities, and extensions of the periods in which only the filing entities have the right to file a plan of reorganization. |
Our industrial segment generated $2.3 billion in net sales for the fiscal year ended May 31, 2009 and is composed of the following major product lines and brand names: Tremco Group: • sealants and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, Republic, Vulkem and Dymeric brand names; • basement waterproofing sealants marketed under our Tuff-N-Dri and Watchdog Waterproofing brand names, and specialized roofing maintenance and related services marketed under our Weatherproofing Technologies brand name; • specialty adhesives and sealants marketed under our Compacta and Pactan brand names; • concrete and masonry additives and related construction chemicals marketed under our EUCO, Increte and Tamms brand names; and • joint sealing tapes, flashing tapes, cartridge sealants and adhesives, strips, foils and accessories marketed under our illbruck, Festix, Perennator and Coco brand names; StonCor Group: • high-performance polymer flooring systems for industrial, institutional and commercial facility floor surfaces marketed under our Stonhard brand name; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; and • high-performance, heavy-duty corrosion-control coatings, fireproofing products and containment linings for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, A/D Fire, Nu-Chem and Plasite brand names; RPM II/Industrial Group: • exterior insulating finishing systems, including textured finish coats, sealers and variegated-aggregate finishes marketed under our Dryvit brand name; • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name; • fluorescent colorants and pigments marketed under our Day-Glo, Radiant and Dane Color brand names; • commercial carpet and floor cleaning solutions marketed under our Chemspec brand name; • fuel additives marketed under our Valvtect brand name; • wood treatments marketed under our Kop-Coat and Tru-Core brand names; • pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; • waterproofing and flooring products marketed under our RPM Belgium brand names; and • waterproofing and concrete repair products marketed under our Vandex brand name. |
In addition, Rust-Oleum branded products in Canada are marketed under the Mono and Tremclad brand names; • a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover-Stain, DIF, FastPrime, Sealcoat, Jomax, Gardz, Perma White, Shieldz, Watertite, Okon, Parks, Papertiger and Walworks brand names; • deck and fence restoration products marketed by our Wolman Wood Care Products business; • metallic and faux finish coatings marketed under our Modern Masters brand name; and • an assortment of other products, including hobby paints and cements marketed under our Testors brand name; DAP Group: • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home improvement and construction marketed through a wide assortment of DAP branded products, including ’33’, ’1012’, 2000, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Beats The Nail, Blend Stick, Blockade, Butyl-Flex, Caulk-Be-Gone, Crack Shot, Custom Patch, DAPtex, DAPtex Plus, DryDex, Dynaflex 230, Easy Solutions, Elastopatch, Fast ’N Final, Kwik Foam, Kwik Seal, Kwik Seal Plus, One Stik2, Patch Stick, Painter’s Putty ’53’, Patch-N-Paint, Plastic Wood, Presto Patch, Quick Plug, Rely-On, Seal ’N Peel, SIDE Winder, StikARounds, StrongStik, Weldwood and Phenoseal, which is a brand of Gloucester Company Inc., which is a subsidiary of DAP Products Inc.; RPM II/Consumer Group: • wood furniture finishes and touch-up products marketed under our CCI, Mohawk, Chemical Coatings, Behlen and Westfield Coatings brand names; and • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes and food coatings marketed under our Mantrose-Haeuser and NatureSeal brand names. |
For example, the presence of these items could: • require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness or meet our current and future asbestos obligations, thereby reducing the cash flow available to fund working capital, capital expenditures, acquisitions, dividend payments, stock repurchases or other general corporate requirements; • result in a downgrading of our credit rating, which would increase our borrowing costs, adversely affect our financial results, and make it more difficult for us to raise capital; • restrict our operational flexibility and reduce our ability to conduct certain transactions, since our credit facility contains certain restrictive financial and operating covenants; • limit our flexibility to adjust to changing business and market conditions, which would make us more vulnerable to a downturn in general economic conditions; and • have a material adverse effect on our short-term liquidity if large debt maturities and asbestos-related cash outlays occur in close succession. |
Our industrial segment generated $2.4 billion in net sales for the fiscal year ended May 31, 2008 and is composed of the following major product lines and brand names: Tremco Group: • sealants and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, Republic, Vulkem and Dymeric brand names; • basement waterproofing sealants marketed under our Tuff-N-Dri and Watchdog Waterproofing brand names, and specialized roofing maintenance and related services marketed under our Weatherproofing Technologies brand name; • concrete and masonry additives and related construction chemicals marketed under our EUCO, Increte and Tamms brand names; and • joint sealing tapes, flashing tapes, cartridge sealants and adhesives, strips, foils and accessories marketed under our illbruck, Festix, Perennator and Coco brand names; StonCor Group: • high-performance polymer flooring systems for industrial, institutional and commercial facility floor surfaces marketed under our Stonhard and Flowcrete brand names; • industrial and commercial tile systems marketed under our Lock-Tile and Ecoloc brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our Fibergrate, Chemgrate, Corgrate and Safe-T-Span brand names; and • high-performance, heavy-duty corrosion-control coatings, fireproofing products and containment linings for a wide variety of industrial infrastructure applications marketed under our Carboline, Nullifire, A/D Fire, Nu-Chem and Plasite brand names; RPM II/Industrial Group: • exterior insulating finishing systems, including textured finish coats, sealers and variegated-aggregate finishes marketed under our Dryvit brand name; • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name; • fluorescent colorants and pigments marketed under our Day-Glo, Radiant and Dane Color brand names; • commercial carpet and floor cleaning solutions marketed under our Chemspec brand name; • specialty adhesives and sealants marketed under our Compacta and Pactan brand names; • fuel additives marketed under our Valvtect brand name; • wood treatments marketed under our Kop-Coat and Tru-Core brand names; • pleasure marine coatings marketed under our Pettit, Woolsey and Z-Spar brand names; and • waterproofing and concrete repair products marketed under our Vandex brand name. |
In addition, Rust-Oleum branded products in Canada are marketed under the Mono brand name; • a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover-Stain, DIF, Fast Prime, Sealcoat, Jomax, Gardz, Perma White, Shieldz, Watertite, Okon, Parks, Papertiger and Walworks brand names; • metallic and faux finish coatings marketed under our Modern Masters brand name; and • an assortment of other products, including hobby paints and cements marketed under our Testors brand name; DAP Group: • a complete line of caulks, sealants and adhesives for home improvement and construction marketed through a wide assortment of DAP branded products, including ’33’, ’1012’, 2000, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Beats The Nail, Blend Stick, Blockade, Butyl-Flex, Caulk-Be-Gone, CrackShot, Custom Patch, DAPtex, DAPtex Plus, DryDex, Dynaflex 230, Dynaflex 3.0, Easy Solutions, Elastopatch, Epoxy Stik, Fast ’N Final, Kwik Foam, Kwik Seal, Kwik Seal 3.0, Kwik Seal Plus, One Stik2, Patch Stick, Painter’s Putty ’53’, Patch-N-Paint, Plastic Wood, Presto Patch, Project Solutions, Quick Plug, Rely-On, Seal ’N Peel, SIDE Winder, Spray ’N Stik, StikARounds, StrongStik, Titanium, Weatherflex, Weldwood and Phenoseal, which is a brand of Gloucester Company Inc., which is a subsidiary of DAP Products Inc.; RPM II/Consumer Group: • wood furniture finishes and touch-up products marketed under our CCI, Mohawk, Chemical Coatings, Behlen and Westfield Coatings brand names; • deck and fence restoration products marketed under our Wolman brand name; and • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes and food coatings marketed under our Mantrose-Haeuser and Nature Seal brand names. |
For example, the presence of these items: • may require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness or meet our asbestos obligations, thereby reducing the cash flow available to fund working capital, capital expenditures, acquisitions, dividend payments, stock repurchases or other general corporate requirements; • could result in a downgrading of our credit rating, which would increase our borrowing costs, adversely affect our financial results, and make it more difficult for us to raise capital; • may restrict our operational flexibility and reduce our ability to conduct certain transactions, since our credit facility contains certain restrictive financial and operating covenants; • may limit our flexibility to adjust to changing business and market conditions, which would make us more vulnerable to a downturn in general economic conditions; and • may have a material adverse effect on our short-term liquidity if large debt maturities and asbestos-related cash outlays occur in close succession. |
Our industrial segment generated $2.1 billion in net sales for the fiscal year ended May 31, 2007 and is composed of the following major product lines and brand names: • sealants and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our TREMCO, REPUBLIC, VULKEM and DYMERIC brand names; • basement waterproofing sealants marketed under our TUFF-N-DRI and WATCHDOG WATERPROOFING brand names, and specialized roofing maintenance and related services marketed under our WEATHERPROOFING TECHNOLOGIES brand name; • joint sealing tapes, flashing tapes, cartridge sealants and adhesives, strips, foils and accessories marketed under our ILLBRUCK, FESTIX, PERENNATOR and COCO brand names; • high-performance polymer flooring systems for industrial, institutional and commercial facility floor surfaces marketed under our STONHARD brand name; • industrial and commercial tile systems marketed under our LOCK-TILE and ECOLOC brand names; • fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under our FIBERGRATE, CHEMGRATE and CORGRATE brand names; • high-performance, heavy-duty corrosion-control coatings, fireproofing products and containment linings for a wide variety of industrial infrastructure applications marketed under our CARBOLINE, NULLIFIRE, A/D FIRE, NU-CHEM and PLASITE brand names; • exterior insulating finishing systems, including textured finish coats, sealers and variegated-aggregate finishes marketed under our DRYVIT brand name; • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name; • fluorescent colorants and pigments marketed under our DAY-GLO brand name; • concrete and masonry additives and related construction chemicals marketed under our EUCO brand name; • commercial carpet and floor cleaning solutions marketed under our CHEMSPEC brand name; • specialty adhesives and sealants marketed under our COMPACTA and PACTAN brand names; • fuel additives marketed under our VALVTECT brand name; • wood treatments marketed under our KOP-COAT brand name; • pleasure marine coatings marketed under our PETTIT, WOOLSEY and Z-SPAR brand names; • and waterproofing and concrete repair products marketed under our VANDEX brand name. |
Our consumer segment generated $1.2 billion in net sales in the fiscal year ended May 31, 2007 and is composed of the following major product lines and brand names: • a broad line of coating products to protect and decorate a wide variety of surfaces for the DIY and professional markets which are sold under several key RUST-OLEUM brand names, including STOPS RUST, AMERICAN ACCENTS, PAINTER’S TOUCH, SPECIALTY, PROFESSIONAL, TREMCLAD, VARATHANE, WATCO, EPOXY SHIELD, INDUSTRIAL CHOICE, LABOR SAVER, ROAD WARRIOR, SIERRA PERFORMANCE, HARD HAT, MATHYS, COMBI COLOR, NOXYDE and BLACKFRIAR; • a complete line of caulks, sealants and adhesives for home improvement, construction and the autobody aftermarket, marketed through a wide assortment of DAP and BONDO branded products, including ALEX, ALEX PLUS, ALEX FAST DRY, KWIK SEAL, KWIK SEAL PLUS, SIDEWINDER, DYNAFLEX 230, PHENOSEAL, MONO, SEAL ‘N PEEL, WELDWOOD, BLUESTIK, ONE STIK, SPRAY ‘N STIK, STIKAROUNDS, STRONGSTIK, EPOXYSTIK, BEATS THE NAIL, ‘33’, BLEND STICK, PLASTIC WOOD, FAST ‘N FINAL , DRYDEX, EASY SOLUTIONS, CRACKSHOT, PRESTO PATCH, QUICK PLUG, DAPTEX, KWIK FOAM, BONDO and DYNATRON; • a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, under our ZINSSER, B-I-N, BULLS EYE 1-2-3, COVER-STAIN, DIF, FAST PRIME, SEALCOAT, JOMAX, GARDZ, PERMA WHITE, SHIELDZ, WATERTITE, OKON, PARKS, PAPERTIGER and WALWORKS brand names; • an assortment of other products, including hobby paints and cements marketed under our TESTORS brand name; • wood furniture finishes and touch-up products marketed under our CCI, MOHAWK, CHEMICAL COATINGS, BEHLEN and WESTFIELD COATINGS brand names; • deck and fence restoration products marketed under our WOLMAN brand name; • metallic and faux finish coatings marketed under our MODERN MASTERS brand name; • and shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes and food coatings marketed under our MANTROSE-HAEUSER and NATURE SEAL brand names. |
For example, the presence of these items: • may require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness or meet our asbestos obligations, thereby reducing the cash flow available to fund working capital, capital expenditures, acquisitions, dividend payments, stock repurchases or other general corporate requirements; • could result in a downgrading of our credit rating, which would increase our borrowing costs, adversely affect our financial results, and make it more difficult for us to raise capital; • may restrict our operational flexibility and reduce our ability to conduct certain transactions, since our credit facility contains certain restrictive financial and operating covenants; • may limit our flexibility to adjust to changing business and market conditions, which would make us more vulnerable to a downturn in general economic conditions; • and may have a material adverse effect on our short-term liquidity if large debt maturities and asbestos-related cash outlays occur in close succession. |
The Company also manufactures and supplies molded and pultruded fiberglass reinforced plastic gratings and shapes used for industrial platforms, staircases and walkways marketed under the FIBERGRATE, CHEMGRATE and CORGRATE brand names; • high-performance, heavy-duty corrosion control coatings, structural and architectural fireproofing products, and primary and secondary containment linings for a wide variety of industrial infrastructure applications marketed under the CARBOLINE, NULLIFIRE, A/D FIRE and PLASITE brand names; • exterior insulating finishing systems, including textured finish coats, sealers and variegated aggregate finishes marketed under the DRYVIT brand name; and • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under the TCI brand name, fluorescent colorants and pigments marketed under the DAY-GLO brand name, concrete and masonry additives and related construction chemicals marketed under the EUCO brand name, commercial carpet and floor cleaning solutions marketed under the CHEMSPEC brand name, industrial and commercial floor systems marketed under the LOCK-TILE and ECOLOC brand names, specialty adhesives and sealants marketed under the COMPACTA and PACTAN brand names, fuel additives marketed under the VALVTECT brand name, wood and lumber treatments marketed under the KOP-COAT brand name, pleasure marine coatings marketed under the PETTIT, WOOLSEY and Z-SPAR brand names, and waterproofing and concrete repair products marketed under the VANDEX brand name. |
The Company also manufactures and supplies molded and pultruded fiberglass reinforced plastic gratings used for industrial platforms, staircases and walkways marketed under the FIBERGRATE brand name; • high-performance, heavy-duty corrosion control coatings, structural and architectural fireproofing products, and primary and secondary containment linings for a wide variety of industrial infrastructure applications marketed under the CARBOLINE, NULLIFIRE, A/D FIRE and PLASITE brand names; • exterior insulating finishing systems, including textured finish coats, sealers and variegated aggregate finishes marketed under the DRYVIT brand name; and • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under the TCI brand name, fluorescent colorants and pigments marketed under the DAY-GLO brand name, concrete and masonry additives and related construction chemicals marketed under the EUCO brand name, commercial carpet and floor cleaning solutions marketed under the CHEMSPEC brand name, industrial and commercial floor systems marketed under the LOCK-TILE and ECOLOC brand names, specialty adhesives and sealants marketed under the COMPACTA and PACTAN brand names, fuel additives marketed under the VALVTECT brand name, wood and lumber treatments marketed under the KOP-COAT brand name, and pleasure marine coatings marketed under the PETTIT, WOOLSEY and Z-SPAR brand names. |
Estimating the future cost of asbestos related contingent liabilities was and continues to be subject to many uncertainties, including (i) the ultimate number of claims filed; (ii) the cost of resolving both current known and future unknown claims; (iii) the amount of insurance, if any, available to cover such claims, including the outcome of coverage litigation against the subsidiaries’ third party insurers; (iv) future earnings and cash flow of the Company’s subsidiaries; (v) the impact of bankruptcies of other companies whose share of liability may be imposed on the Company’s subsidiaries under certain state liability laws; (vi) the unpredictable aspects of the litigation process including a changing trial docket and the jurisdictions in which trials are scheduled; (vii) the outcome of any such trials including judgments or jury verdicts, as a result of our more aggressive defense posture which includes taking selective cases to verdict; (viii) the lack of specific information in many cases concerning exposure to the subsidiaries’ products and the claimants’ diseases; (ix) potential changes in applicable federal and/or state law; and (x) the potential impact of various proposed structured settlement transactions or subsidiary bankruptcies by other companies, some of which are the subject of federal appellate court review, the outcome of which could materially affect any future asbestos-related liability estimates. |
The Company also manufactures and supplies molded and pultruded fiberglass reinforced plastic gratings used for industrial platforms, staircases and walkways marketed under the FIBERGRATE brand name; - high-performance, heavy-duty corrosion control coatings and structural fireproofing protection products and secondary containment linings for a wide variety of industrial infrastructure applications marketed under the CARBOLINE, NULLIFIRE and PLASITE brand names; - exterior insulating finishing systems, including textured finish coats, sealers and variegated aggregate finishes marketed under the DRYVIT brand name; and - a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under the TCI brand name, fluorescent colorants and pigments marketed under the DAY-GLO brand name, concrete and masonry additives marketed under the EUCO brand name, commercial carpet and floor cleaning solutions marketed under the CHEMSPEC brand name, wood and lumber treatments marketed under the KOP-COAT brand name, and pleasure marine coatings marketed under the PETTIT, WOOLSEY and Z-SPAR brand names. |
Estimating the future cost of these asbestos related contingent liabilities was and continues to be subject to many uncertainties, including (i) the ultimate number of claims filed against the Subsidiaries, (ii) the cost of resolving both current known and future unknown claims, (iii) the amount of insurance, if any, available to cover such claims, including the outcome of coverage litigation against the Subsidiaries' third party insurers, (iv) future earnings and cash flow of the Company's Subsidiaries, (v) the impact of bankruptcies of other companies whose share of liability may be imposed on the Company's Subsidiaries under certain state liability laws, (vi) the unpredictable aspects of the litigation process including the scheduling of trial dates and the jurisdictions in which trials are scheduled, (vii) the outcome of any such trials including judgments or jury verdicts, as a result of the Company's more aggressive defense posture which includes taking selective cases to trial, (viii) the lack of specific information in many cases concerning exposure to the Subsidiaries' products and the claimants' diseases, (ix) potential changes in applicable federal and/or state law, (x) and the potential impact of various pending structured settlement transactions concerning other defendants. |
Signature and Title /s/ Frank C. Sullivan President and Chief Executive - ------------------------------------ Officer and a Director Frank C. Sullivan (Principal Executive Officer) /s/ Robert L. Matejka Vice President, Chief Financial - ------------------------------------ Officer and Controller Robert L. Matejka (Principal Financial Officer) /s/ Thomas C. Sullivan Chairman and a Director - ------------------------------------ Thomas C. Sullivan /s/ Dr. Max D. Amstutz Director - ------------------------------------ Dr. Max D. Amstutz /s/ Edward B. Brandon Director - ------------------------------------ Edward B. Brandon /s/ Bruce A. Carbonari Director - ------------------------------------ Bruce A. Carbonari /s/ James A. Karman Director - ------------------------------------ James A. Karman /s/ Donald K. Miller Director - ------------------------------------ Donald K. Miller /s/ William A. Papenbrock Director - ------------------------------------ William A. Papenbrock /s/ Albert B. Ratner Director - ------------------------------------ Albert B. Ratner /s/ William B. Summers, Jr. Director - ------------------------------------ William B. Summers, Jr. /s/ Dr. Jerry Sue Thornton Director - ------------------------------------ Dr. Jerry Sue Thornton /s/ Joseph P. Viviano Director - ------------------------------------ Joseph P. Viviano Date: August 16, 2004 RPM INTERNATIONAL INC. EXHIBIT INDEX E-1 E-2 E-3 E-4 E-5 E-6 E-7 - ------------------------------ (x) Filed herewith. |
The Company also manufactures and supplies molded and pultruded fiberglass reinforced plastic gratings used for industrial platforms, staircases and walkways marketed under the FIBERGRATE brand name; - high-performance, heavy-duty corrosion control coatings and a supplier of structural and fireproofing protection products and secondary containment linings for a wide variety of industrial infrastructure applications marketed under the CARBOLINE, NULLIFIRE and PLASITE brand names; - exterior insulating finishing systems, including textured finish coats, sealers and variegated aggregate finishes marketed under the DRYVIT brand name; and - a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under the TCI brand name, fluorescent colorants and pigments marketed under the DAY-GLO brand name, concrete and masonry additives marketed under the EUCO brand name, commercial carpet and floor cleaning solutions marketed under the CHEMSPEC brand name, specialty processing chemicals for the carpet and textile industries marked under the AMERICAN EMULSIONS brand name, wood and lumber treatments marketed under the KOP-COAT brand name, and pleasure marine coatings marketed under the PETTIT, WOOLSEY and Z-SPAR brand names. |
The Company also manufactures and supplies molded and pultruded fiberglass reinforced plastic gratings used for industrial platforms, staircases and walkways marketed under the FIBERGRATE brand name; - high-performance, heavy-duty corrosion control coatings and a supplier of structural and fireproofing protection products and secondary containment linings for a wide variety of industrial infrastructure applications marketed under the CARBOLINE, NULLIFIRE and PLASITE brand names; - exterior insulating finishing systems, including textured finish coats, sealers and variegated aggregate finishes marketed under the DRYVIT brand name; and - a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under the TCI brand name, fluorescent colorants and pigments marketed under the DAY-GLO brand name, concrete and masonry additives marketed under the EUCO brand name, commercial carpet cleaning solutions marketed under the CHEMSPEC brand name, specialty processing chemicals for the textile industry marked under the AMERICAN EMULSIONS brand name, wood and lumber treatments marketed under the KOP-COAT brand name and pleasure marine coatings marketed under the PETTIT, WOOLSEY and Z-SPAR brand names. |
Signature and Title - ------------------- Chairman of the Board of /s/ Thomas C. Sullivan Directors and Chief Executive - ---------------------- Officer (Principal Executive Officer) Thomas C. Sullivan /s/ James A. Karman Vice Chairman and a Director - ---------------------------- James A. Karman /s/ Frank C. Sullivan Chief Operating Officer, President and a - ---------------------------- Director Frank C. Sullivan /s/ Robert L. Matejka Vice President, Chief Financial Officer - ---------------------------- and Controller (Principal Financial Robert L. Matejka Officer) /s/ Dr. Max D. Amstutz - ---------------------------- Dr. Max D. Amstutz Director /s/ Edward B. Brandon Director - ---------------------------- Edward B. Brandon /s/ Lorrie Gustin Director - ---------------------------- Lorrie Gustin /s/ E. Bradley Jones Director - ---------------------------- E. Bradley Jones /s/ Donald K. Miller Director - ---------------------------- Donald K. Miller /s/ William A. Papenbrock Director - ---------------------------- William A. Papenbrock /s/ Albert B. Ratner Director - ---------------------------- Albert B. Ratner /s/ Jerry Sue Thornton Director - ---------------------------- Jerry Sue Thornton /s/ Joseph P. Viviano Director - ---------------------------- Joseph P. Viviano Date: August 29, 2002 RPM, INC. EXHIBIT INDEX EXHIBIT NO. |
Signature and Title Chairman of the Board of /s/ Thomas C. Sullivan Directors and Chief Executive - ------------------------------------ Officer (Principal Executive Officer) Thomas C. Sullivan /s/ James A. Karman Vice Chairman, Chief Financial Officer - ------------------------------------ and a Director James A. Karman (Principal Financial Officer) /s/ Frank C. Sullivan - ------------------------------------ President and a Director Frank C. Sullivan /s/ Robert L. Matejka Vice President-Controller - ------------------------------------ (Principal Accounting Officer) Robert L. Matejka /s/ Edward B. Brandon Director - ------------------------------------ Edward B. Brandon /s/ Lorrie Gustin Director - ------------------------------------ Lorrie Gustin /s/ E. Bradley Jones Director - ------------------------------------ E. Bradley Jones /s/ Donald K. Miller Director - ------------------------------------ Donald K. Miller /s/ William A. Papenbrock Director - ------------------------------------ William A. Papenbrock /s/ Albert B. Ratner Director - ------------------------------------ Albert B. Ratner /s/ Jerry Sue Thornton Director - ------------------------------------ Jerry Sue Thornton /s/ Joseph P. Viviano Director - ------------------------------------ Joseph P. Viviano Date: August 29, 2001 RPM, INC. EXHIBIT INDEX EXHIBIT NO. |
Signature and Title - ------------------- /s/ Thomas C. Sullivan Chairman of the Board of - -------------------------- Directors and Chief Executive Thomas C. Sullivan Officer (Principal Executive Officer) /s/ James A. Karman Vice Chairman and a Director - -------------------------- James A. Karman /s/ Frank C. Sullivan President and a Director - -------------------------- Frank C. Sullivan /s/ David P. Reif III Vice President and Chief Financial Officer - -------------------------- (Principal Financial Officer) David P. Reif III /s/ Glenn R. Hasman Vice President-Controller - -------------------------- (Principal Accounting Officer) Glenn R. Hasman /s/ Max D. Amstutz Director - -------------------------- Max D. Amstutz /s/ Edward B. Brandon Director - -------------------------- Edward B. Brandon /s/ Lorrie Gustin Director - -------------------------- Lorrie Gustin /s/ E. Bradley Jones Director - -------------------------- E. Bradley Jones /s/ Donald K. Miller Director - -------------------------- Donald K. Miller /s/ John H. Morris, Jr. Executive Vice President - -------------------------- and a Director John H. Morris, Jr. /s/ Kevin O'Donnell Director - -------------------------- Kevin O'Donnell /s/ William A. Papenbrock Director - -------------------------- William A. Papenbrock /s/ Albert B. Ratner Director - -------------------------- Albert B. Ratner Date: August 27, 1999 RPM, INC. EXHIBIT INDEX EXHIBIT NO. |
Signature and Title - ------------------- Chairman of the Board of /s/ Thomas C. Sullivan Directors and Chief Execu- - ------------------------- tive Officer (Principal Thomas C. Sullivan Executive Officer) /s/ James A. Karman President and Chief Operating - ------------------------- Officer and a Director James A. Karman /s/ Frank C. Sullivan Executive Vice President and Chief - ------------------------- Financial Officer (Principal Frank C. Sullivan Financial Officer) and a Director /s/ Glenn R. Hasman Vice President-Financial Operations - ------------------------- (Principal Accounting Officer) Glenn R. Hasman /s/ Max D. Amstutz Director - ------------------------- Max D. Amstutz /s/ Edward B. Brandon Director - ------------------------- Edward B. Brandon /s/ Lorrie Gustin Director - ------------------------- Lorrie Gustin /s/ E. Bradley Jones Director - ------------------------- E. Bradley Jones /s/ Donald K. Miller Director - ------------------------- Donald K. Miller /s/ John H. Morris, Jr. Executive Vice President - ------------------------- and a Director John H. Morris, Jr. /s/ Kevin O'Donnell Director - ------------------------- Kevin O'Donnell /s/ William A. Papenbrock Director - ------------------------- William A. Papenbrock /s/ Albert B. Ratner Director - ------------------------- Albert B. Ratner Date: August 28, 1997 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To The Board of Directors and Shareholders RPM, Inc. and Subsidiaries Medina, Ohio The audits referred to in our report to the Board of Directors and Shareholders of RPM, Inc. and Subsidiaries dated July 10, 1997, relating to the consolidated financial statements of RPM, Inc. and Subsidiaries included the audit of the schedule listed under Item 14 of Form 10-K for each of the three years in the period ended May 31, 1997. |
Signature and Title - - ------------------- Chairman of the Board of /s/ Thomas C. Sullivan Directors and Chief Execu- - - ------------------------ tive Officer (Principal Thomas C. Sullivan Executive Officer) /s/ James A. Karman President and Chief Operating - - ------------------------ Officer and a Director James A. Karman /s/ Frank C. Sullivan Vice President and Chief - - ------------------------ Financial Officer (Principal Frank C. Sullivan Financial Officer) /s/ Glenn R. Hasman Vice President-Administration - - ------------------------ (Principal Accounting Officer) Glenn R. Hasman /s/ Edward B. Brandon Director - - ------------------------ Edward B. Brandon /s/ Lorrie Gustin Director - - ------------------------ Lorrie Gustin /s/ Roy H. Holdt Director - - ------------------------ Roy H. Holdt /s/ E. Bradley Jones Director - - ------------------------ E. Bradley Jones /s/ Donald K. Miller Director - - ------------------------- Donald K. Miller /s/ John H. Morris, Jr. Executive Vice President - - ------------------------- and a Director John H. Morris, Jr. /s/ Kevin O'Donnell Director - - ------------------------- Kevin O'Donnell /s/ William A. Papenbrock Director - - ------------------------- William A. Papenbrock /s/ Stephen Stranahan Director - - ------------------------- Stephen Stranahan Date: August 25, 1994 373/06821CIF.458 E-1 E-2 E-3 E-4 (I) Incorporated herein by reference to the appropriate exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992. |
Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Nature’s Sunshine Products, Inc. We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”) as of December 31, 2014, and 2013, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. |
10.14(5) 2009 Stock Incentive Plan 10.15(9)* Form of Award Agreement (2009 Stock Incentive Plan) 10.19(13)* Employment Agreement, dated February 11, 2014, by and between the Company and Gregory L. Probert 10.20(7)* Stock Option Agreement, dated June 17, 2011, by and between the Company and Gregory L. Probert 10.21(8)* Employment Agreement, dated January 25, 2012, by and between the Company and D. Wynne Roberts 10.22(8)* Stock Option Agreement, dated February 6, 2012, by and between the Company and D. Wynne Roberts 10.23(11) 2012 Stock Incentive Plan and Amendment 1 10.24(11)* Form of Award Agreement (2012 Stock Incentive Plan) 10.25(9)* Amendment to Employment Agreement, dated March 4, 2013, by and between the Company and Gregory L. Probert 10.26(9)* Consulting Agreement, dated March 4, 2013, by and between the Company and Michael D. Dean 10.27(9)* Amendment to Employment Agreement, dated March 4, 2013, by and between the Company and Michael D. Dean 10.28(12)* Amendment to Employment Agreement, dated October 1, 2013, by and between the Company and Gregory L. Probert 10.29(10)* Employment Agreement, dated October 2, 2013, by and between the Company and Richard D. Strulson 10.30(10)* Stock Option Agreement, dated November 4, 2013, by and between the Company and Richard D. Strulson 10.31(10)* Employment Agreement, dated April 16, 2013, by and between the Company and Matthew L. Tripp 10.32(10)* Stock Option Agreement, dated May 6, 2013, by and between the Company and Matthew L. Tripp 10.33(14)* Employment Agreement, dated October 13, 2014, by and between the Company and Paul E. Noack 10.34(14)* Stock Option Agreement, dated January 15, 2015, by and between the Company and Paul E. Noack 10.35(14)* Employment Agreement, dated March 4, 2013, by and between the Company and Susan M. Armstrong 10.36(14)* Stock Option Agreement, dated February 11, 2014, by and between the Company and Susan M. Armstrong 14(1) Nature’s Sunshine Products, Inc. Code of Conduct. |
Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2013 AND 2012 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Nature’s Sunshine Products, Inc. We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. |
10.14(5) 2009 Stock Incentive Plan 10.15(9)* Form of Award Agreement (2009 Stock Incentive Plan) 10.19(7)* Employment Agreement, dated June 17, 2011, by and between the Company and Gregory L. Probert 10.20(7)* Stock Option Agreement, dated June 17, 2011, by and between the Company and Gregory L. Probert 10.21(8)* Employment Agreement, dated January 25, 2012, by and between the Company and D. Wynne Roberts 10.22(8)* Stock Option Agreement, dated February 6, 2012, by and between the Company and D.Wynne Roberts 10.23(11) 2012 Stock Incentive Plan 10.24(11)* Form of Award Agreement (2012 Stock Incentive Plan) 10.25(9)* Amendment to Employment Agreement, dated March 4, 2013, by and between the Company and Gregory L. Probert 10.26(9)* Consulting Agreement, dated March 4, 2013, by and between the Company and Michael D. Dean 10.27(9)* Amendment to Employment Agreement, dated March 4, 2013, by and between the Company and Michael D. Dean 10.28(12)* Amendment to Employment Agreement, dated October 1, 2013, by and between the Company and Gregory L. Probert 10.29(10)* Employment Agreement, dated October 2, 2013, by and between the Company and Richard D. Strulson 10.30(10)* Stock Option Agreement, dated November 4, 2013, by and between the Company and Richard D. Strulson 10.31(10)* Employment Agreement, dated April 16, 2013, by and between the Company and Matthew L. Tripp 10.32(10)* Stock Option Agreement, dated May 6, 2013, by and between the Company and Matthew L. Tripp 14(1) Nature’s Sunshine Products, Inc. Code of Conduct. |
Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND 2011 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Nature’s Sunshine Products, Inc. We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. |
Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2011 AND 2010 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Nature’s Sunshine Products, Inc. We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2011. |
Pursuant to the Voting Agreements, effective as of June 7, 2009, (i) the authorized number of directors of the Board was increased from six to eight directors in accordance with Section 3.2 of the Bylaws of the Company, creating two additional vacancies in addition to one previously unfilled vacancy on the Board, (ii) with the exception of Kristine F. Hughes, all of the current members of the Company’s Board of Directors (the “Board”) resigned as members of the Board, resulting in a total of seven vacancies on the Board and (iii) Michael D. Dean, Albert R. Dowden, Douglas Faggioli, Pauline Hughes Francis, Willem Mesdag, Jeffrey D. Watkins and Candace K. Weir were appointed, without any specific Board class designation, to fill such vacancies on the Board to serve as directors until the next annual meeting of shareholders at which directors are elected and until their respective successors are duly elected and qualified, unless they resign, are removed or are otherwise disqualified from serving as a director of the Company. |
The Consolidated Complaint asserts three separate claims on behalf of purchasers of the Company’s common stock: (1) a claim against Mr. Faggioli and the Company for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, alleging that Mr. Faggioli made a series of alleged material misrepresentations to the investing public; (2) a claim against Mr. Faggioli and the Company for violation of Section 10(b) and Rule 10b-5, alleging that Mr. Faggioli made a series of misrepresentations to the Company’s then independent auditor, KPMG, LLP (“KPMG”), for the purpose of obtaining unqualified or “clean” audit opinions and review opinions from KPMG concerning certain of the Company’s annual and quarterly financial statements; and (3) a claim against Messrs. Faggioli, Huff and Cristiani for violation of Section 20(a) of the Exchange Act, alleging that the individual defendants have “control person” liability for the previously-alleged violations by the Company. |
Pursuant to the Voting Agreements, effective as of June 7, 2009, (i) the authorized number of directors of the Board was increased from six to eight directors in accordance with Section 3.2 of the Bylaws of the Company, creating two additional vacancies in addition to one previously unfilled vacancy on the Board, (ii) with the exception of Kristine F. Hughes, all of the current members of the Company’s Board of Directors (the “Board”) resigned as members of the Board, resulting in a total of seven vacancies on the Board and (iii) Michael D. Dean, Albert R. Dowden, Douglas Faggioli, Pauline Hughes Francis, Willem Mesdag, Jeffrey D. Watkins and Candace K. Weir were appointed, without any specific Board class designation, to fill such vacancies on the Board to serve as directors until the next annual meeting of shareholders at which directors are elected and until their respective successors are duly elected and qualified, unless they resign, are removed or are otherwise disqualified from serving as a director of the Company. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of the Company to a third party or the issuance or transfer by the Company of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Glass Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer Timo Goodloe Vice President, Global Tax Annemarie Bell Vice President, Human Resources Paul Burns Vice President of Strategy and Business Development James Hooven Vice President, Operations and Global Supply Chain Shareholder Information Corporate Headquarters Standex International Corporation 23 Keewaydin Drive, Suite 300 Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 07021 (800) 368-5948 www.Computershare.com Independent Auditors Grant Thornton LLP 75 State Street, 13th Floor Boston, MA 02109-1827 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Computershare, 250 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of the Company to a third party or the issuance or transfer by the Company of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Glass Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer Christopher J. Seiler Tax Director Annemarie Bell Vice President, Human Resources Paul Burns Vice President of Strategy and Business Development Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive, Suite 300 Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 07021 (800) 368-5948 www.Computershare.com Independent Auditors Grant Thornton LLP 75 State Street, 13th Floor Boston, MA 02109-1827 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Computershare, 250 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: •maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; •a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of the Company to a third party or the issuance or transfer by the Company of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; •requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; •covenants in our credit facility restricting mergers, asset sales and similar transactions; and •the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Comprehensive Income Standex International Corporation and Subsidiaries For the Years Ended June 30, (in thousands) Net income (loss) $ 36,604 $ 46,545 $ 52,056 Other comprehensive income (loss): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ 6,159 $ 3,689 $ (26,619) Amortization of unrecognized costs 5,485 5,729 4,779 Derivative instruments: Change in unrealized gains and (losses) 2,541 (2,896) (1,010) Amortization of unrealized gains and (losses) into interest expense (462) Amortization of unrealized gains and (losses) into cost of goods sold - Foreign currency translation gains (losses) (472) (11,303) Other comprehensive income (loss) before tax $ 14,570 $ 5,663 $ (33,474) Income tax (provision) benefit: Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ (1,436) $ (1,354) $ 10,075 Amortization of unrecognized costs (1,460) (2,012) (1,685) Derivative instruments: Change in unrealized gains and (losses) (339) (80) Amortization of unrealized gains and (losses) into interest expense (43) (152) (216) Amortization of unrealized gains and (losses) into cost of goods sold - (28) (42) Income tax (provision) benefit to other comprehensive income (loss) $ (3,278) $ (3,626) $ 8,516 Other comprehensive income (loss), net of tax 11,292 2,037 (24,958) Comprehensive income (loss) $ 47,896 $ 48,582 $ 27,098 See notes to consolidated financial statements. |
The notional amounts of these instruments, by currency in thousands, are as follows: Currency USD 64,558 73,000 Euro 21,300 21,335 Pound Sterling 6,826 6,962 Peso 54,000 54,000 Canadian 20,600 20,600 The table below presents the fair value of derivative financial instruments as well as their classification on the balance sheet at June 30, (in thousands): The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands): Interest rate swaps $ 1,367 $ $ (743) Foreign exchange contracts 1,174 (3,178) (267) $ 2,541 $ (2,896) $ (1,010) The table below presents the amount reclassified from accumulated other comprehensive income (loss) to net income for the periods ended (in thousands): Details about Accumulated Affected line item Other Comprehensive in the Statements Income (Loss) Components of Operations Interest rate swaps $ $ $ Interest expense Foreign exchange contracts - Cost of goods sold Foreign exchange contracts (861) - Interest expense $ $ (387) $ 10. |
Exhibits and Financial Statement Schedules (a)1.Financial Statements Financial Statements covered by the Reports of Independent Registered Public Accounting Firm (A)Consolidated Statements of Operations for the fiscal years ended June 30, 2018, 2017 and 2016 (B)Consolidated Balance Sheets as of June 30, 2018 and 2017 (C)Comprehensive Income for the fiscal years ended June 30, 2018, 2017 and 2016 (D)Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2018, 2017 and 2016 (E)Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2018, 2017 and 2016 (F)Notes to Consolidated Financial Statements 2.Financial Statements Schedule The following financial statement schedule is included as required by Item 8 to this report on Form 10-K Schedule II - Valuation and Qualifying Accounts is included in the Notes to Consolidated Financial Statements All other schedules are not required and have been omitted Incorporated Exhibit by Reference Filed Number Exhibit Description Form DateHerewith 3.Exhibits (b)3. |
Ltd. a subsidiary of Standex International Corporation, as buyer and Oki Electric Industry Co., Ltd. as sellers, of all Outstanding stock of Oki Sensor Device Corporation (English translation of Japanese original document) 10.Employment Agreement dated 10-KX August 2, 2016 between the Company and James Zupancic* 21.Subsidiaries of Standex International CorporationX 23.1Consent of Independent Registered Public X Accounting Firm Grant Thornton LLP 24.Powers of Attorney of Charles H. Cannon, Thomas E.X Chorman, Jeffrey S. Edwards, Gerald H. Fickenscher, Thomas J. Hansen, Michael Hickey and Daniel B. Hogan 31.1Rule 13a-14(a) Certification of President andX Chief Executive Officer 31.2Rule 13a-14(a) Certification of Vice President andX Chief Financial Officer 32.Section 1350 CertificationX 101.INSXBRL Instance Document 101.SCHXBRL Taxonomy Extension Schema Document 101.CALXBRL Taxonomy Extension Calculation Linkbase Document 101.DEFXBRL Taxonomy Extension Definition Linkbase Document 101.LABXBRL Taxonomy Extension Label Linkbase Document 101.PREXBRL Taxonomy Extension Presentation Linkbase Document * Management contract or compensatory plan or arrangement. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ DAVID DUNBAR David Dunbar 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 August 28, 2018: SignatureTitle /s/ DAVID DUNBARPresident/Chief Executive Officer David Dunbar /s/ THOMAS D. DEBYLEVice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINASChief Accounting Officer / Assistant Treasurer Sean Valashinas David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 28, 2018 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas J. Hansen Thomas E. Chorman Michael A. Hickey Jeffrey S. Edwards Daniel B. Hogan Gerald H. Fickenscher /s/ DAVID DUNBAR David Dunbar Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 3Executive Director, Passim Folk Music and Cultural Center ________________________ 1Member of Audit Committee 2Member of Compensation Committee 3Member of Corporate Governance/Nominating Committee 4Member of Executive Committee Corporate Officers David DunbarPresident and Chief Executive Officer Thomas D. DeByleVice President, Chief Financial Officer and Treasurer Alan J. GlassVice President, Chief Legal Officer and Secretary Stacey S. ConstasCorporate Governance Officer and Assistant Secretary Sean ValashinasChief Accounting Officer and Assistant Treasurer Christopher J. Seiler Tax Director Ross McGovernVice President, Chief Human Resources Officer Paul BurnsVice President of Strategy and Business Development James ZupancicVice President of Operational Excellence Shareholder Information Corporate HeadquartersStandex International Corporation 11 Keewaydin Drive, Suite 300 Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.Standex.com Common StockListed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and RegistrarComputershare 250 Royall Street Canton, MA 07021 (800) 368-5948 www.Computershare.com Independent AuditorsGrant Thornton LLP 75 State Street, 13th Floor Boston, MA 02109-1827 Shareholder ServicesStockholders should contact Standex’s Transfer Agent (Computershare, 250 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
Our product brands include: - NorLake® walk-in coolers and freezers and reach-in and under counter refrigerated cabinets to meet food service needs; - Master-Bilt® refrigerated reach-in and under counter refrigerated cabinets, cases, display units, and walk-in coolers and freezers; - Lab Research products (LRP), American BioTech Supply (ABS), Cryosafe, CryoGuard and NorLake Scientific® cold storage equipment and protective apparel to meet pharmacy and scientific needs; - APW Wyott®, Bakers Pride®, and Tri-Star commercial ovens, char broilers, ranges, griddles, toasters, warmers, roller grills and countertop merchandisers used in cooking, toasting, warming and merchandising food; - BKI® and Barbecue King commercial cook and hold units, rotisseries, pressure fryers, ovens and baking equipment; - Ultrafryer® commercial deep fryers for restaurant and commercial installations; - Federal merchandizing display cases for bakery, deli and confectionary products; and - Procon® pump systems used in beverage and industrial fluid handling applications. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of the Company to a third party or the issuance or transfer by the Company of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Comprehensive Income Standex International Corporation and Subsidiaries For the Years Ended June 30, (in thousands) Net income (loss) $ 46,545 $ 52,056 $ 54,743 Other comprehensive income (loss): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ 3,689 $ (26,619) $ (27,344) Amortization of unrecognized costs 5,729 4,779 4,690 Derivative instruments: Change in unrealized gains and (losses) (2,896) (1,010) (687) Amortization of unrealized gains and (losses) into interest expense (462) 1,034 Amortization of unrealized gains and (losses) into cost of goods sold - Foreign currency translation gains (losses) (472) (11,303) (23,133) Other comprehensive income (loss) before tax $ 5,663 $ (33,474) $ (45,440) Income tax (provision) benefit: Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ (1,354) $ 10,075 $ 10,045 Amortization of unrecognized costs (2,012) (1,685) (1,671) Derivative instruments: Change in unrealized gains and (losses) (80) Amortization of unrealized gains and (losses) into interest expense (152) (216) (394) Amortization of unrealized gains and (losses) into cost of goods sold (28) (42) - Income tax (provision) benefit to other comprehensive income (loss) $ (3,626) $ 8,516 $ 8,242 Other comprehensive income (loss), net of tax 2,037 (24,958) (37,198) Comprehensive income (loss) $ 48,582 $ 27,098 $ 17,545 See notes to consolidated financial statements. |
The notional amounts of these instruments, by currency in thousands, are as follows: Currency USD 73,000 - Euro 21,335 2,477 Pound Sterling 6,962 Peso 54,000 - Canadian 20,600 - The table below presents the fair value of derivative financial instruments as well as their classification on the balance sheet at June 30, (in thousands): The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands): Interest rate swaps $ $ (743) $ (533) Foreign exchange contracts (3,178) (267) (154) $ (2,896) $ (1,010) $ (687) The table below presents the amount reclassified from accumulated other comprehensive income (loss) to net income for the periods ended (in thousands): Details about Accumulated Affected line item Other Comprehensive in the Statements Income (Loss) Components of Operations Interest rate swaps $ $ $ 1,034 Interest expense Foreign exchange contracts - Cost of goods sold Foreign exchange contracts (861) - - Interest expense $ (387) $ $ 1,034 10. |
The components of the provision for income taxes on continuing operations (in thousands) were as shown below: Current: Federal $ 2,229 $ 11,014 $ 9,195 State Non-U.S. 13,017 11,514 11,372 Total Current 15,476 23,051 21,123 Deferred: Federal $ 2,141 $ (5,214) $ State (290) (1,060) (495) Non-U.S. (1,972) (482) (310) Total Deferred (121) (6,756) (249) Total $ 15,355 $ 16,295 $ 20,874 A reconciliation from the U.S. Federal income tax rate on continuing operations to the total tax provision is as follows (in thousands): Provision at statutory tax rate 35.0% 35.0% 35.0% State taxes (0.1%) (0.5%) 0.1% Impact of foreign operations (8.0%) (6.7%) (5.0%) Federal tax credits (1.3%) (1.8%) (1.2%) Life insurance proceeds 0.0% 0.0% 0.0% Contributions, net 0.0% (1.3%) 0.0% Other (0.8%) (0.9%) (1.5%) Effective income tax provision 24.8% 23.8% 27.4% Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one-time activities occurring during the period. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ DAVID DUNBAR David Dunbar 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 August 28, 2017: Signature Title /s/ DAVID DUNBAR President/Chief Executive Officer David Dunbar /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer / Assistant Treasurer Sean Valashinas David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 28, 2017 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Roger L. Fix Thomas E. Chorman Thomas J. Hansen Jeffrey S. Edwards Daniel B. Hogan Gerald H. Fickenscher /s/ DAVID DUNBAR David Dunbar Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
Glass Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer Christopher J. Seiler Tax Director Ross McGovern Vice President, Human Resources Paul Burns Vice President of Strategy and Business Development Operating Management FOOD SERVICE EQUIPMENT Anne De Greef-Safft Segment President of Food Service Equipment ENGINEERING TECHNOLOGIES Leonard Paolillo President ENGRAVING Flavio Maschera President ELECTRONICS John Meeks President HYDRAULICS Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive, Suite 300 Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 07021 (800) 368-5948 www.Computershare.com Independent Auditors Grant Thornton LLP 75 State Street, 13th Floor Boston, MA 02109-1827 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Computershare, 250 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Comprehensive Income Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands) Net income (loss) $ 52,056 $ 54,743 $ 42,866 Other comprehensive income (loss): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ (26,619) $ (27,344) $ (604) Amortization of unrecognized costs 4,779 4,690 4,855 Derivative instruments: Change in unrealized gains and (losses) (1,010) (687) (194) Amortization of unrealized gains and (losses) into interest expense 1,034 1,031 Amortization of unrealized gains and (losses) into cost of goods sold - - Foreign currency translation gains (losses) (11,303) (23,133) 6,055 Other comprehensive income (loss) before tax $ (33,474) $ (45,440) $ 11,143 Income tax (provision) benefit: Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ 10,075 $ 10,045 $ Amortization of unrecognized costs (1,685) (1,671) (1,724) Derivative instruments: Change in unrealized gains and (losses) Amortization of unrealized gains and (losses) into interest expense (216) (394) (394) Amortization of unrealized gains and (losses) into cost of goods sold (42) - - Income tax (provision) benefit to other comprehensive income (loss) $ 8,516 $ 8,242 $ (1,682) Other comprehensive income (loss), net of tax (24,958) (37,198) 9,461 Comprehensive income (loss) $ 27,098 $ 17,545 $ 52,327 See notes to consolidated financial statements. |
The notional amounts of these instruments, by currency, are as follows: Currency Euro 2,476,683 10,134,797 Pound Sterling 593,799 1,730,542 The table below presents the fair value of derivative financial instruments as well as their classification on the balance sheet at June 30, (in thousands): The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands): Interest rate swaps $ (743) $ (533) $ (194) Foreign exchange contracts (267) (154) - $ (1,010) $ (687) $ (194) The table below presents the amount reclassified from accumulated other comprehensive income (loss) to Net Income for the periods ended (in thousands): Details about Accumulated Affected line item Other Comprehensive in the Statements Income (Loss) Components of Operations Interest rate swaps $ $ 1,034 $ 1,031 Interest expense Foreign exchange contracts - - Cost of goods sold $ $ 1,034 $ 1,031 10. |
The components of the provision for income taxes on continuing operations (in thousands) were as shown below: Current: Federal $ 11,014 $ 9,195 $ 9,653 State Non-U.S. 11,514 11,372 11,329 Total Current 23,051 21,123 21,397 Deferred: Federal $ (5,214) $ $ (2,017) State (1,060) (495) (376) Non-U.S. (482) (310) (950) Total Deferred (6,756) (249) (3,343) Total $ 16,295 $ 20,874 $ 18,054 The following is a reconciliation from the U.S. Federal income tax rate on continuing operations to the total tax provision is as follows (in thousands): Provision at statutory tax rate 35.0% 35.0% 35.0% State taxes -0.5% 0.1% 0.0% Impact of foreign operations -6.7% -5.0% -5.6% Federal tax credits -1.8% -1.2% -0.7% Life insurance proceeds 0.0% 0.0% -1.7% Contributions, net -1.3% 0.0% 0.0% Other -0.9% -1.5% -0.4% Effective income tax provision 23.8% 27.4% 26.6% Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one-time activities occurring during the period. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ DAVID DUNBAR David Dunbar 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 August 25, 2016: Signature Title /s/ DAVID DUNBAR President/Chief Executive Officer David Dunbar /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer / Assistant Treasurer Sean Valashinas David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 25, 2016 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Roger L. Fix Thomas E. Chorman Thomas J. Hansen Jeffrey S. Edwards Daniel B. Hogan, William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher /s/ DAVID DUNBAR David Dunbar Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
Glass Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer Christopher J. Seiler Tax Director Ross McGovern Vice President, Human Resources Paul C. Burns Vice President of Strategy and Business Development Operating Management FOOD SERVICE EQUIPMENT Anne De Greef-Safft Segment President of Food Service Equipment ENGINEERING TECHNOLOGIES Leonard Paolillo President ENGRAVING Flavio Maschera President ELECTRONICS John Meeks President HYDRAULICS Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive, Suite 300 Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 07021 (800) 368-5948 www.Computershare.com Independent Auditors Grant Thornton LLP 75 State Street, 13th Floor Boston, MA 02109-1827 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Computershare, 250 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Comprehensive Income Standex International Corporation and Subsidiaries For the Years Ended June 30 (in thousands) Net income (loss) $ 54,743 $ 42,866 $ 44,848 Other comprehensive income (loss): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ (27,344) $ (604) $ 12,640 Amortization of unrecognized costs 4,690 4,855 8,701 Derivative instruments: Change in unrealized gains and (losses) (687) (194) (195) Amortization of unrealized gains and (losses) into interest expense 1,034 1,031 1,050 Foreign currency translation gains (losses) (23,133) 6,055 (4,025) Other comprehensive income (loss) before tax $ (45,440) $ 11,143 $ 18,171 Income tax (provision) benefit: Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ 10,045 $ $ (4,836) Amortization of unrecognized costs (1,671) (1,724) (3,165) Derivative instruments: Change in unrealized gains and (losses) Amortization of unrealized gains and (losses) into interest expense (394) (394) (400) Income tax (provision) benefit to other comprehensive income (loss) $ 8,242 $ (1,682) $ (8,326) Other comprehensive income (loss), net of tax (37,198) 9,461 9,845 Comprehensive income (loss) $ 17,545 $ 52,327 $ 54,693 See notes to consolidated financial statements. |
The notional amounts of these instruments, by currency, are as follows: Currency Euro 10,134,797 24,289,064 Canadian Dollar - 3,600,000 Pound Sterling 1,730,542 3,975,192 The table below presents the fair value of derivative financial instruments as well as their classification on the balance sheet at June 30, (in thousands): The table below presents the amount of gain (loss) recognized in comprehensive income on our derivative financial instruments (effective portion) designated as hedging instruments and their classification within comprehensive income for the periods ended (in thousands): Interest rate swaps $ (533) $ (194) $ (195) Foreign exchange contracts (154) - - $ (687) $ (194) $ (195) The table below presents the amount reclassified from accumulated other comprehensive income (loss) to Net Income for the periods ended (in thousands): Details about Accumulated Affected line item Other Comprehensive in the Statements Income (Loss) Components of Operations Interest rate swaps $ 1,034 $ 1,031 $ 1,050 Interest expense Foreign exchange contracts - - - Cost of goods sold $ 1,034 $ 1,031 $ 1,050 10. |
The components of the provision for income taxes on continuing operations are shown below (in thousands): Current: Federal $ 9,195 $ 9,653 $ 9,099 State 1,382 Non-U.S. 11,372 11,329 7,179 Total Current 21,123 21,397 17,660 Deferred: Federal $ $ (2,017) $ (454) State (495) (376) Non-U.S. (310) (950) (1,980) Total Deferred (249) (3,343) (2,416) Total $ 20,874 $ 18,054 $ 15,244 The following is a reconciliation from the U.S. Federal income tax rate on continuing operations to the total tax provision is as follows (in thousands): Provision at statutory tax rate 35.0% 35.0% 35.0% State taxes 0.1% 0.0% 1.5% Impact of foreign operations -5.0% -5.6% -6.5% Federal tax credits -1.2% -0.7% -2.2% Life insurance proceeds 0.0% -1.7% 0.0% Other -1.5% -0.4% -2.1% Effective income tax provision 27.4% 26.6% 25.7% Changes in the effective tax rates from period to period may be significant as they depend on many factors including, but not limited to, size of the Company’s income or loss and any one-time activities occurring during the period. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ DAVID DUNBAR David Dunbar 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 August 27, 2015: Signature Title /s/ DAVID DUNBAR President/Chief Executive Officer David Dunbar /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas David Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 27, 2015 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Roger L. Fix Thomas E. Chorman Thomas J. Hansen Jeffrey S. Edwards Daniel B. Hogan, William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher /s/ DAVID DUNBAR David Dunbar Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers David Dunbar President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer Christopher J. Seiler Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP Anne De Greef-Safft Group President of Food Service Equipment Group ENGINEERING TECHNOLOGIES GROUP Leonard Paolillo President ENGRAVING GROUP Phillip R. Whisman President ELECTRONICS PRODUCTS GROUP John Meeks President HYDRAULICS PRODUCTS GROUP Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Computershare 250 Royall Street Canton, MA 07021 (800) 368-5948 www.Computershare.com Independent Auditors Grant Thornton LLP 75 State Street, 13th Floor Boston, MA 02109-1827 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Computershare, 250 Royall Street, Canton, MA 02021) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Financial Statements and Supplementary Data Consolidated Statements of Comprehensive Income Standex International Corporation and Subsidiaries For the Years Ended June 30, 2014 (in thousands) Net income (loss) $ 42,866 $ 44,848 $ 30,905 Other comprehensive income (loss): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ (604) $ 12,640 $ (38,283) Amortization of unrecognized costs 4,855 8,701 5,603 Derivative instruments: Change in unrealized gains and losses (194) (195) (1,987) Amortization of unrealized gains and losses into interest expense 1,031 1,050 Foreign currency translation adjustments 6,055 (4,025) (7,847) Other comprehensive income (loss) before tax $ 11,143 $ 18,171 $ (41,694) Income tax provision (benefit): Defined benefit pension plans: Actuarial gains (losses) and other changes in unrecognized costs $ $ (4,836) $ 13,848 Amortization of unrecognized costs (1,724) (3,165) (2,793) Derivative instruments: Change in unrealized gains and losses Amortization of unrealized gains and losses into interest expense (394) (400) (310) Income tax provision benefit to other comprehensive income (loss) $ (1,682) $ (8,326) $ 11,497 Other comprehensive income (loss), net of tax 9,461 9,845 (30,197) Comprehensive income (loss) $ 52,327 $ 54,693 $ See notes to consolidated financial statements. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /s/ DAVID A. DUNBAR David A. Dunbar 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 August 28, 2014: Signature Title /s/ DAVID A. DUNBAR President/Chief Executive Officer David A. Dunbar /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas David A. Dunbar, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 28, 2014 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Daniel B. Hogan, Roger L. Fix Thomas J. Hansen /s/ DAVID A. DUNBAR David A. Dunbar Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 2, 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers David A. Dunbar President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer Christopher J. Seiler Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP John Abbott Group Vice President of Food Service Equipment Group Cooking Solutions Group Kevin Clark President Refrigerated Solutions Group Nor-Lake, Incorporated Charles Dullea President Federal Industries John W. Minahan President Master-Bilt Products Scott Jordan President Procon Products Paul Roberts President Ultrafryer Systems Inc. Edward T. Odmark President ENGINEERING TECHNOLOGIES Spincraft Leonard Paolillo President ENGRAVING GROUP Standex Engraving Phillip R. Whisman President International Operations Flavio Maschera President ELECTRONICS PRODUCTS GROUP Standex Electronics, Inc Standex Meder Electronics, Inc. John Meeks President HYDRAULICS PRODUCTS GROUP Custom Hoists, Inc. Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 866-1340 www.RTCO.com Independent Auditors Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116-5022 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
Our brands and products include: - Master-Bilt® and Kool Star® refrigerated reach-in and under counter refrigerated cabinets, cases, display units, and walk-in coolers and freezers - Nor-Lake, Incorporated walk-in coolers and freezers and reach-in and under counter refrigerated cabinets to meet food service and scientific needs - APW Wyott®, American Permanent Ware, Bakers Pride®, Tri-Star and BevLes® commercial ranges, ovens, griddles, char broilers, holding cabinets, toasters and combination steam and convection ovens used in cooking, toasting, warming and merchandising food - American Foodservice custom-fabricated food service counter systems, buffet tables and cabinets - Barbecue King® and BKI® commercial cook and hold units, rotisseries, pressure fryers, ovens and baking equipment - Federal Industries merchandizing display cases - Procon® rotary vane pumps used in beverage and industrial fluid handling applications Engraving Group Our Engraving Group is a world leader in texturizing molds used in the production of plastic components, giving the final product the cosmetic appearance and appeal that consumers require. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /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 August 27, 2013: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 27, 2013 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Daniel B. Hogan, Edward J. Trainor Thomas J. Hansen /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 2, 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers Roger L. Fix President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer E. James Haggerty Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP John Abbott Group Vice President of Food Service Equipment Group Cooking Solutions Group Kevin Clark President Refrigerated Solutions Group Nor-Lake, Incorporated Charles Dullea President American Foodservice Michael Palmer President Federal Industries John W. Minahan President Master-Bilt Products Scott Jordan President Procon Products Paul Roberts President ENGINEERING TECHNOLOGIES Spincraft Leonard Paolillo President ENGRAVING GROUP Standex Engraving Phillip R. Whisman President International Operations Flavio Maschera President ELECTRONICS PRODUCTS GROUP Standex Electronics, Inc Standex Meder Electronics, Inc. John Meeks President HYDRAULICS PRODUCTS GROUP Custom Hoists, Inc. Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 866-1340 www.RTCO.com Independent Auditors Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116-5022 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
Our brands and products include: - Master-Bilt® and Kool Star® refrigerated reach-in and under counter refrigerated cabinets, cases, display units, and walk-in coolers and freezers - Nor-Lake, Incorporated walk-in coolers and freezers and reach-in and under counter refrigerated cabinets to meet food service and scientific needs - APW Wyott®, American Permanent Ware, Bakers Pride®, Tri-Star and BevLes® commercial ranges, ovens, griddles, char broilers, holding cabinets and toasters used in cooking, toasting, warming and merchandising food - American Foodservice custom-fabricated food service counter systems, buffet tables and cabinets - Barbecue King® and BKI® commercial cook and hold units, rotisseries, pressure fryers, ovens and baking equipment - Federal Industries merchandizing display cases - Procon® rotary vane pumps used in beverage and industrial fluid handling applications Engraving Group Our Engraving Group is a world leader in texturizing molds used in the production of plastic components, giving the final product the cosmetic appearance and appeal that our consumers require. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
STANDEX INTERNATIONAL CORPORATION (Registrant) /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 August 28, 2012: Signature Title /s/ ROGER L. FIX President/Chief Executive Officer Roger L. Fix /s/ THOMAS D. DEBYLE Vice President/Chief Financial Officer Thomas D. DeByle /s/ SEAN VALASHINAS Chief Accounting Officer Sean Valashinas Roger L. Fix, pursuant to powers of attorney which are being filed with this Annual Report on Form 10-K, has signed below on August 28, 2012 as attorney-in-fact for the following directors of the Registrant: Charles H. Cannon Thomas E. Chorman William R. Fenoglio H. Nicholas Muller, III, Ph.D. Gerald H. Fickenscher Daniel B. Hogan Edward J. Trainor /s/ ROGER L. FIX Roger L. Fix Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants which have not registered securities pursuant to Section 12 of the Act. |
D. 2, 3 Executive Director, Passim Folk Music and Cultural Center H. Nicholas Muller, III, Ph.D. 2, 3 Former President/CEO, Frank Lloyd Wright Foundation ________________________ Member of Audit Committee Member of Compensation Committee Member of Corporate Governance/Nominating Committee Member of Executive Committee Corporate Officers Roger L. Fix President and Chief Executive Officer Thomas D. DeByle Vice President, Chief Financial Officer and Treasurer Deborah A. Rosen Vice President, Chief Legal Officer and Secretary Stacey S. Constas Corporate Governance Officer and Assistant Secretary Sean Valashinas Chief Accounting Officer and Assistant Treasurer E. James Haggerty Tax Director Operating Management FOOD SERVICE EQUIPMENT GROUP John Abbott Group Vice President of Food Service Equipment Group Cooking Solutions Group Kevin Clark President Refrigerated Solutions Group Nor-Lake, Incorporated Charles Dullea President American Foodservice Michael Palmer President Federal Industries John W. Minahan President Master-Bilt Products Scott Jordan President Procon Products Paul Roberts President ENGINEERING TECHNOLOGIES Spincraft Leonard Paolillo President ENGRAVING GROUP Standex Engraving Phillip R. Whisman President International Operations Flavio Maschera President ELECTRONICS PRODUCTS GROUP Standex Electronics, Inc. John Meeks President HYDRAULICS PRODUCTS GROUP Custom Hoists, Inc. Richard Hiltunen President Shareholder Information Corporate Headquarters Standex International Corporation 11 Keewaydin Drive Salem, NH 03079 (603) 893-9701 Facsimile: (603) 893-7324 www.standex.com Common Stock Listed on the New York Stock Exchange (Ticker symbol: SXI) Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 (800) 866-1340 www.RTCO.com Independent Auditors Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116-5022 Shareholder Services Stockholders should contact Standex’s Transfer Agent (Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016) regarding changes in name, address or ownership of stock; lost certificates of dividends; and consolidation of accounts. |
Our brands and products include: - Master-Bilt® and Kool Star® refrigerated reach-in and under counter refrigerated cabinets, cases, display units, and walk-in coolers and freezers - Nor-Lake, Incorporated walk-in coolers and freezers and reach-in and under counter refrigerated cabinets to meet food service and scientific needs - APW Wyott®, American Permanent Ware, Bakers Pride®, Tri-Star and BevLes® commercial ranges, ovens, griddles, char broilers, holding cabinets and toasters used in cooking, toasting, warming and merchandising food - American Foodservice custom-fabricated food service counter systems, buffet tables and cabinets - Barbecue King® and BKI® commercial cook and hold units, rotisseries, pressure fryers, ovens and baking equipment - Federal Industries merchandizing display cases - Procon® rotary vane pumps used in beverage and industrial fluid handling applications Air Distribution Products Group Our Air Distribution Products (“ADP”) business is a leading manufacturer of metal duct and fittings for residential heating, ventilating and air conditioning applications. |
These anti-takeover provisions include: • maintaining a classified board and imposing advance notice procedures for nominations of candidates for election as directors and for stockholder proposals to be considered at stockholders' meetings; • a provision in our certificate of incorporation that requires the approval of the holders of 80% of the outstanding shares of our common stock to adopt any agreement of merger, the sale of substantially all of the assets of Standex to a third party or the issuance or transfer by Standex of voting securities having a fair market value of $1 million or more to a third party, if in any such case such third party is the beneficial owner of 10% or more of the outstanding shares of our common stock, unless the transaction has been approved prior to its consummation by all of our directors; • requiring the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock for stockholders to amend our amended and restated by-laws; • covenants in our credit facility restricting mergers, asset sales and similar transactions; and • the Delaware anti-takeover statute contained in Section 203 of the Delaware General Corporation Law. |
Subsets and Splits
No saved queries yet
Save your SQL queries to embed, download, and access them later. Queries will appear here once saved.