UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2005
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | | 1-6948 | | 38-1016240 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (704) 752-4400
NOT APPLICABLE
(Former name or former address if changed since last)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On August 24, 2005, the Board of Directors of SPX Corporation (the “Company”) amended the SPX Corporation 2005 Non-Employee Directors’ Compensation Plan (the “2005 Plan”) to provide for full vesting of phantom equity under the 2005 Plan upon a director’s retirement from the Board after attaining age 70. The foregoing description of the amendment to the 2005 Plan is qualified in its entirety by reference to the text of the amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective August 24, 2005, the Board of Directors of the Company named Thomas J. Riordan, 49, as sole Chief Operating Officer of the Company. The Board of Directors also appointed Don Canterna, 55, and David Kowalski, 47, as officers of the Company. Jay Caraviello will no longer serve as Executive Vice President and Co-Chief Operating Officer of the Company but will remain with SPX for a period of time to assist with the transition.
A copy of the press release announcing these appointments and changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith.
Exhibit | | |
Number | | Description |
| | |
10.1 | | Amendment to the SPX Corporation 2005 Non-Employee Directors’ Compensation Plan |
| | |
99.1 | | Press release issued August 29, 2005 regarding new officer appointments |
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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 hereunto duly authorized.
| SPX CORPORATION |
| |
| |
Date: August 29, 2005 | By: | /s/ Ross B. Bricker | |
| | Ross B. Bricker |
| | Senior Vice President, Secretary |
| | and General Counsel |
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EXHIBIT INDEX
Exhibit | | |
Number | | Description |
| | |
10.1 | | Amendment to the SPX Corporation 2005 Non-Employee Directors’ Compensation Plan |
| | |
99.1 | | Press release issued August 29, 2005 regarding new officer appointments |
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