As filed with the Securities and Exchange Commission on May 25, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SPX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-1016240
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
700 Terrace Point Drive
Muskegon, Michigan 49440
(Address of principal executive offices)
UNITED DOMINION INDUSTRIES LIMITED 1999 STOCK OPTION
AND RESTRICTED STOCK PLAN
UNITED DOMINION INDUSTRIES LIMITED STOCK OPTION
AND RESTRICTED STOCK PLAN
STOCK OPTION PLAN FOR KEY EMPLOYEES, OFFICERS
AND DIRECTORS OF UNITED DOMINION INDUSTRIES LIMITED
UNITED DOMINION INDUSTRIES, INC. COMPASS PLAN
UNITED DOMINION INDUSTRIES, INC. COMPASS PLAN
FOR HOURLY EMPLOYEES
(Full title of the plans)
Christopher J. Kearney
Vice President, Secretary and General Counsel
700 Terrace Point Drive
Muskegon, Michigan 49440
Telephone: (231) 724-5000
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
to be Registered Price Offering Fee (3)
Registered (1) (2) Per Share Price
- -------------------------------------------------------------------------------
Common stock, 533,945 $30.22 - $109.88(4) $46,303,494 $11,576
par value $0.01 shares
per share (the
"Common Stock")
- -------------------------------------------------------------------------------
Common Stock 11,000 $118.31(5) $1,301,410 $326
shares
- -------------------------------------------------------------------------------
TOTAL: 544,945 -- $47,604,904 $11,902
shares
- -------------------------------------------------------------------------------
1. Includes an indeterminate number of shares of Common Stock as may be
issuable in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"). In addition, pursuant to Rule
416(c) of the Securities Act, this Registration Statement also covers
an indeterminate amount of interests that may be issued pursuant to
the United Dominion Industries, Inc. Compass Plan and the United
Dominion Industries, Inc. Compass Plan for Hourly Employees.
2. Includes associated rights to purchase Series A Junior Participating
Preferred Stock of SPX Corporation that will not be exercisable or
evidenced separately from the Common Stock prior to the occurrence of
certain events.
3. See "Explanatory Note."
4. Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act based upon prices at
which options to purchase Common Stock may be exercised. The following
chart illustrates calculation of the registration fee:
Number Offering Price Aggregate
of Shares per Share Offering Price
===========================================================================
4,706 $30.22 $142,215
2,317 $35.03 $81,165
1,411 $39.49 $55,720
470 $41.90 $19,693
4,706 $70.74 $332,902
1,647 $71.42 $117,629
34,606 $72.46 $2,507,551
16,518 $73.14 $1,208,127
2,588 $73.83 $191,072
150,395 $79.53 $11,960,914
99,452 $81.86 $8,141,141
2,353 $86.53 $203,605
2,353 $87.49 $205,864
8,911 $90.03 $802,257
47,276 $90.65 $4,285,569
4,470 $90.99 $406,725
80,590 $100.67 $8,112,995
2,588 $101.98 $263,924
8,235 $106.77 $879,251
55,530 $109.40 $6,074,982
2,823 $109.88 $310,191
===========================================================================
Total: 533,945 - $46,303,494
5. Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) of the Securities Act based upon the average
of the high and low sales prices for the Common Stock as reported by
the New York Stock Exchange on May 24, 2001.
EXPLANATORY NOTE
Pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), SPX Corporation (the "Company") hereby files this registration
statement on Form S-8 (the "Registration Statement") to register:
(1) 533,945 shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock") for issuance upon the exercise of
the options to purchase Common Stock described below;
(2) 10,000 shares of Common Stock for issuance under the United
Dominion Industries, Inc. Compass Plan; and
(3) 1,000 shares of Common Stock for issuance under the United
Dominion Industries, Inc. Compass Plan for Hourly Employees (the
plans set forth in clause (2) and this clause (3), the "401(k)
Plans").
In addition, this Registration Statement also registers an indeterminate
amount of interests that may be issued pursuant to the provisions of the
401(k) Plans.
On May 24, 2001, pursuant to the Merger Agreement (the "Merger
Agreement"), dated as of March 10, 2001, by and between the Company and
United Dominion Industries Limited ("UDI"), the following events (among
others) occurred: (1) the amalgamation (similar to a merger) of a
subsidiary of the Company and UDI was consummated; (2) each common share of
UDI outstanding immediately prior to the amalgamation was converted into
0.2353 shares of Common Stock; and (3) stock options previously granted by
UDI under (i) the United Dominion Industries Limited 1999 Stock Option and
Restricted Stock Plan, (ii) the United Dominion Industries Limited Stock
Option and Restricted Stock Plan and (iii) the Stock Option Plan for Key
Employees, Officers and Directors of United Dominion Industries Limited
(the "Option Plans") were automatically exchanged for options to purchase
the Common Stock registered pursuant to this Registration Statement. Shares
of Common Stock will be issued to the holders of stock options granted
pursuant to the Option Plans upon the exercise of these stock options. In
addition, following the consummation of the amalgamation, the Common Stock
will be an investment alternative under each of the 401(k) Plans.
On January 18, 2000, UDI and certain of its affiliates filed a
registration statement (registration number 333-94847) and paid a
registration fee of $52,800 to the Securities and Exchange Commission (the
"Commission"). Thereafter, UDI terminated the registration statement
without issuing any securities thereunder. Pursuant to Rule 457(p) of the
Securities Act, the Company hereby applies such fee as partial payment of
the registration fee for this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission by the Company:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
3. The Company's Current Reports on Form 8-K dated May 8, 2001,
April 13, 2001, April 12, 2001 and March 12, 2001;
4. The description of the Company's capital stock contained in the
Company's registration statements pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any amendments or reports filed for the purpose of updating
any such description; and
5. The Annual Report on Form 11-K of each of the 401(k) Plans, in
each case for the plan year ended December 31, 1999.
In addition, all documents filed by the Company and each of the 401(k)
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold under this
Registration Statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes hereof
to the extent that a statement contained herein or in any other
subsequently filed document incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests Of Named Experts And Counsel.
Not applicable.
Item 6. Indemnification Of Directors And Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation or enterprise, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suite or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was
unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth above,
against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if he or
she acted under similar standards to those set forth above, except that no
indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit
was brought shall determined that despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court
shall deem proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsection (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified
against expenses actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation may purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against such officer or director and incurred by him or her in any
such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
As permitted by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director. However, such provision does
not eliminate or limit the liability of a director for: (i) any breach of
the director's duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) under Section 174 of the DGCL, or
(iv) engaging in any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation
requires that directors and officers be indemnified to the maximum extent
permitted by Delaware law.
The Company has a policy of directors' liability insurance which
insures the directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
The Company hereby undertakes to submit each of the 401(k) Plans and
any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and to make all changes required by the IRS in order to
maintain the qualified status of each of the 401(k) Plans.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 The Company's Restated Certificate of Incorporation, as
amended, dated June 12, 1998, incorporated herein by
reference from the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
4.2 The Company's By-Laws as amended through October 25,
1995, incorporated herein by reference from the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
4.3 Rights Agreement dated as of June 25, 1996 between the
Company and The Bank of New York, as rights agent,
relating to rights to purchase Series A Junior
Participating Preferred Stock under certain
circumstances, incorporated herein by reference from
the Company's registration statement on Form 8-A filed
on June 26, 1996.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations)
regarding the legality of the securities being
registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations)
(included in Exhibit 5.1).
24.1* Powers of Attorney (included on signature page).
- --------------------
* Filed herewith
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offering
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to the directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by a director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Muskegon, State of Michigan, on
this 25th day of May, 2001.
SPX CORPORATION
/s/ Christopher J. Kearney
------------------------------
By: Christopher J. Kearney
Title: Vice President,
Secretary and General
Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John B. Blystone, Christopher J.
Kearney and Patrick J. O'Leary, and each of them, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in
any and all capacities, to sign, execute and file this Registration
Statement and any amendments (including, without limitation, post-effective
amendments) to this Registration Statement, and any and all additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in
connection therewith and about the premises in order to effectuate the same
as fully to all intents and purposes as he or she might or could do in
person, and hereby ratifies, approves and confirms all that such
attorneys-in-fact and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated and as of the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John B. Blystone Chairman, President, May 25, 2001
- ------------------------ Chief Executive
John B. Blystone Officer and Director
(Principal Executive
Officer)
/s/ Patrick J. O'Leary Vice President May 25, 2001
- ------------------------ Finance, Treasurer
Patrick J. O'Leary and Chief Financial
Officer (Principal
Financial Officer)
/s/ Ron Winowiecki Corporate Controller May 25, 2001
- ------------------------ and Chief Accounting
Ron Winowiecki Officer (Principal
Accounting Officer)
/s/ J. Kermit Campbell Director May 25, 2001
- ------------------------
J. Kermit Campbell
/s/ Sarah R. Coffin Director May 25, 2001
- ------------------------
Sarah R. Coffin
/s/ Frank A. Ehmann Director May 25, 2001
- ------------------------
Frank A. Ehmann
/s/ Emerson U. Fullwood Director May 25, 2001
- ------------------------
Emerson U. Fullwood
/s/ Charles E. Johnson Director May 25, 2001
- ------------------------
Charles E. Johnson
/s/ David P. Williams Director May 25, 2001
- ------------------------
David P. Williams
Pursuant to the requirements of the Securities Act, the United
Dominion Industries, Inc. Management Pension Committee, which administers
each of the 401(k) Plans, has duly caused this Registration Statement to be
signed on behalf of each of the 401(k) Plans by the undersigned, thereunto
duly authorized, in the City of Muskegon, State of Michigan, on this 25th day
of May, 2001.
UNITED DOMINION INDUSTRIES, INC.
MANAGEMENT PENSION COMMITTEE
/s/ Christopher J. Kearney
--------------------------------
By: Christopher J. Kearney
/s/ Patrick J. O'Leary
--------------------------------
By: Patrick J. O'Leary
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 The Company's Restated Certificate of Incorporation, as
amended, dated June 12, 1998, incorporated herein by
reference from the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
4.2 The Company's By-Laws as amended through October 25,
1995, incorporated herein by reference from the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
4.3 Rights Agreement dated as of June 25, 1996 between the
Company and The Bank of New York, as rights agent,
relating to rights to purchase Series A Junior
Participating Preferred Stock under certain
circumstances, incorporated herein by reference from
the Company's registration statement on Form 8-A filed
on June 26, 1996.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations)
regarding the legality of the securities being
registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations)
(included in Exhibit 5.1).
24.1* Powers of Attorney (included on signature page).
- -------------------------
* Filed herewith