As filed with the Securities and Exchange Commission on September 10, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-1016240
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 Terrace Point Drive
Muskegon, Michigan 49443-3301
Telephone: (231) 724-5000
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
SPX CORPORATION RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
Christopher J. Kearney
Vice President, Secretary and General Counsel
SPX Corporation
700 Terrace Point Drive
Muskegon, Michigan 49443-3301
Telephone: (231) 724-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
George C. McKann, Esq.
Gardner, Carton & Douglas
321 North Clark Street, Suite 2900
Chicago, Illinois 60610
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1)(2) Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- ----------------- ------------------------ ------------------------ ----------------
Common Stock, par value $10 per (5) $(5) $120,000,000 $30,000
share (3)(4)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Together with an indeterminable number of additional securities in order to
adjust the number of securities reserved for issuance pursuant to the plan
as the result of a stock split, stock dividend or similar transaction
affecting the Common Stock, pursuant to 17 C.F.R. (S) 230.416.
(3) Includes associated rights ("Rights") to purchase Series A Junior
Participating Preferred Stock of the Registrant that will not be
exercisable or evidenced separately from the Common Stock of the Registrant
prior to the occurrence of certain events.
(4) Estimated in accordance with Rule 457(o).
(5) Pursuant to Rule 457(o), the maximum aggregate offering price of the Common
Stock and Plan Interest offered hereunder will be $120,000,000. The number
of shares and the offering price per share cannot be determined at this
time.
SPX CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS ON FORM S-8
SPX Corporation ("Registrant" or the "Company") has earlier filed
registration statements on Form S-8 (File Nos. 333-29843 and 333-70245) relating
to the SPX Corporation Retirement Savings and Stock Ownership Plan (the "Earlier
Registration Statements"). This Registration Statement registers additional
shares and plan interests for offering pursuant to such plan. Subject to Item 3
of Part II of this Registration Statement and except as modified or superseded
herein, the contents of the Earlier Registration Statements are incorporated
herein by reference.
PART II
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
Securities and Exchange Commission (the "Commission") by the Registrant or the
SPX Corporation Retirement Savings and Stock Ownership Plan (the "Plan"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 2001;
3. The Registrant's Current Reports on Form 8-K dated March 12,
2001, April 12, 2001, April 13, 2001, May 8, 2001, and June 7,
2001 (as amended on Form 8-K/A dated August 6, 2001);
4. The description of Registrant's capital stock contained in the
Company's Registration Statements pursuant to Section 12 of the
Exchange Act and any amendments or reports filed for the purpose
of updating any such descriptions; and
5. The Plan's Annual Report on Form 11-K for the year ended December
31, 1999.
In addition, each document filed by the Registrant or the Plan 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.
II-1
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, suit 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 the
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 determine 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 Registrant's
Certificate of Incorporation provides that a director shall not be personally
liable to the Registrant 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 Registrant 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 Registrant's
Certificate of Incorporation requires that directors and officers be indemnified
to the maximum extent permitted by Delaware law.
The Registrant 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.
II-2
Item 8. Index to Exhibits.
Exhibit Number Description of Document
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4.1 The Registrant's Restated Certificate of
Incorporation, as amended, dated June 12, 1998,
incorporated herein by reference from the
Registrant's Quarterly Report 10-Q for the quarter
ended June 30, 1998.
4.2 The Registrant's Bylaws as amended through October
25, 1995, incorporated herein by reference from the
Registrant'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
Agents, relating to Rights to purchase Preferred
Stock under certain circumstances, incorporated
herein by reference from the Company's Registration
Statement on Form 8-A filed on June 26, 1996.
4.4 Amendment No. 1 to Rights Agreement, effective
October 22, 1997, between the Company and The Bank
of New York, incorporated herein by reference from
the Company's Registration Statement on Form 8-A/A
filed on January 9, 1998.
23.1* Consent of Arthur Andersen LLP
23.2* Consent of KPMG LLP
23.3* Consent of Conn Geneva & Robinson
24.1* Powers of Attorney (included on signature page)
__________________________
*Filed herewith
The Registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify
the Plan under Section 401(a) of the Internal Revenue Code of 1986, as
amended.
Item 9. Undertakings.
(a) The undersigned Registrant 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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
II-3
Provided, however, that 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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 10/th/ day
of September, 2001.
SPX CORPORATION
By: /s/ Christopher J. Kearney
--------------------------------------
Christopher J. Kearney
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
or Patrick J. O'Leary, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him and in
his 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 to file the same,
with all exhibits thereto and all documents required to be filed with respect
therewith, with the Securities and Exchange 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 might or could do if
personally present, hereby ratifying and confirming all that such attorneys-in-
fact and agents or his or their substitute or substitutes, may lawfully do or
cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 10/th/ day of September, 2001.
/s/ John B. Blystone /s/ Patrick J. O'Leary
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John B. Blystone Patrick J. O'Leary
Chairman, President and Chief Executive Officer Vice President Finance, Treasurer and Chief Financial
Director Officer
/s/ Ron Winowiecki /s/ J. Kermit Campbell
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Ron Winowiecki J. Kermit Campbell
Corporate Controller and Chief Accounting Officer Director
/s/ Sarah R. Coffin /s/ Frank A. Ehmann
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Sarah R. Coffin Frank A. Ehmann
Director Director
/s/ Emerson U. Fullwood /s/ Charles E. Johnson II
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Emerson U. Fullwood Charles E. Johnson II
Director Director
/s/ David P. Williams
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David P. Williams
Director
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended,
the SPX Administrative Committee, which administers the Plan, 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
10/th/ day of September, 2001.
SPX CORPORATION RETIREMENT SAVINGS
AND STOCK OWNERSHIP PLAN
By: /s/ Christopher J. Kearney
-------------------------------------------
Christopher J. Kearney
Vice President, Secretary,
General Counsel and Member of
the SPX Administrative Committee
S-2
Index to Exhibits
Exhibit Number Description of Document
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4.1 The Registrant's Restated Certificate of
Incorporation, as amended, dated June 12, 1998,
incorporated herein by reference from the
Registrant's Quarterly Report 10-Q for the quarter
ended June 30, 1998.
4.2 The Registrant's Bylaws as amended through October
25, 1995, incorporated herein by reference from the
Registrant'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
Agents, relating to Rights to purchase Preferred
Stock under certain circumstances, incorporated
herein by reference from the Company's Registration
Statement on Form 8-A filed on June 26, 1996.
4.4 Amendment No. 1 to Rights Agreement, effective
October 22, 1997, between the Company and The Bank
of New York, incorporated herein by reference from
the Company's Registration Statement on Form 8-A/A
filed on January 9, 1998.
23.1* Consent of Arthur Andersen LLP
23.2* Consent of KPMG LLP
23.3* Consent of Conn Geneva & Robinson
24.1* Powers of Attorney (included on signature page)
_______________________
*Filed herewith