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8-K/AThe WireRoutine

Company Update

Filed Jan 13, 2025 · 1y ago · Accession 0001437749-25-000976

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K/A   (Amendment No. 1)   Current Report   Pursuant to Section 13 or 15(d) of   the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): October 31, 2024   STANDEX INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter)     Delaware 1-7233 31-0596149 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.)   23 Keewaydin Drive , Salem , New Hampshire   03079 (Address of principal executive offices)   (Zip Code)   Registrant ’ s telephone number, including area code: ( 603 ) 893-9701     Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock , Par Value $1.50 Per Share SXI New York Stock Exchange   Not applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Emerging growth company ☐   If an emerging growth company, indicates by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐            Explanatory Note   On October 31, 2024 Standex International Corporation, (the “Company”) filed a Current Report on Form 8-K (the "Original 8-K") to report the October 28, 2024 acquisition of privately-held US-based Amran Instrument Transformers and India-based Narayan Powertech Pvt. Ltd. (going forward referred to as “Amran/Narayan Group”), as described in such Current Report.    This amendment to the Original 8-K is being filed for the purpose of satisfying the Company’s obligation to file the financial statements and pro forma financial information relating to the acquisitions pursuant to Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.   Item 9.01 – Financial Statements and Exhibits.   (a) Financial statements of business acquired.   The audited combined financial statements of the Amran/Narayan Group as of and for the year ended December 31, 2023 and the unaudited condensed combined financial statements of the Amran/Narayan Group as of and for the six months ended June 30, 2024 are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.    (b) Pro forma financial information.   The unaudited pro forma condensed combined financial statements of the Company as of and for the Company’s fiscal year ended June 30, 2024 giving pro forma effect to the acquisition of the Amran/Narayan Group are attached hereto as Exhibit 99.3 and are incorporated herein by reference.    (c) Exhibits.   Exhibit No.   Description 23.1   Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP 99.1   Audited combined financial statements of the Amran/Narayan Group as of and for the year ended December 31, 2023 99.2   Unaudited condensed combined financial statements of the Amran/Narayan Group as of and for the six months ended June 30, 2024 99.3   Unaudited pro forma condensed combined financial statements of the Company as of and for the year ended June 30, 2024 giving pro forma effect to the acquisition of the Amran/Narayan Group 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)         SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   STANDEX INTERNATIONAL CORPORATION (Registrant)     /s/ Ademir Sarcevic     Ademir Sarcevic Chief Financial Officer   Date: January 13, 2025     Signing on behalf of the registrant and as principal financial officer
Filing details
Ticker
SXI
CIK
310354
Form type
8-K/A
Filing date
Jan 13, 2025
Report date
Oct 28, 2024
Document
sxi20250107_8ka.htm
Size
1.2 MB