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): December 17, 2004
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6948 38-1016240
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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))
ITEM 8.01. OTHER EVENTS
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On December 17, 2004, SPX Corporation (the "Company") issued a press
release announcing that updated business segment information has changed
the Company's expectations for 2004 results. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated herein by reference. The
press release incorporated by reference into this Item 8.01 contains
disclosure regarding free cash flow, which is defined as net cash from
operating activities less capital expenditures. The Company's management
believes that free cash flow can be a useful financial measure for
investors in evaluating the cash flow performance of multi-industrial
companies, since it provides insight into the amount of cash available to
fund such things as equity repurchases, dividends, debt reduction and
acquisitions or other strategic investments. In addition, free cash flow is
one of the factors used by the Company's management in internal evaluations
of the overall performance of the business. Free cash flow, however, is not
a measure of financial performance under GAAP, should not be considered a
substitute for cash flows from operating activities as determined in
accordance with GAAP as a measure of liquidity, and may not be comparable
to similarly titled measures reported by other companies. In addition, free
cash flow is not a direct measure of cash flow available for discretionary
spending, since non-discretionary expenditures, such as debt service, are
not deducted from free cash flow.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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The following exhibit is filed herewith.
Exhibit
Number Description
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99.1 Press Release issued December 17, 2004
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: December 17, 2004 By: /s/Patrick J. O'Leary
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Patrick J. O'Leary
Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release issued December 17, 2004