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 1992 STOCK COMPENSATION PLAN
(FORMERLY, THE STOCK COMPENSATION 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 Offering Proposed Maximum Amount of
to be Registered Registered (1) Price Per Share Aggregate Offering Price Registration
------------------- -------------- ------------------------- ------------------------ ------------
Common Stock, par value $10 per share, 5,000,000 $114.48 $572,400,000 $143,100
reserved under 1992 Stock Compensation Plan (2)(3)
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(1) 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.
(2) 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.
(3) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
offering price per share, proposed maximum aggregate offering price and
the amount of the registration fee are based upon the average of the high
and low prices reported on the New York Stock Exchange on September 5,
2001.
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. 33-24043, 333-29855 and 333-
82645) relating to the SPX Corporation 1992 Stock Compensation Plan (the
"Earlier Registration Statements"). This Registration Statement registers
additional shares 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:
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); and
4. The description of Registrant's capital stock contained in the
Registrant'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.
In addition, each document filed by the Registrant 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.
None.
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
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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.
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.
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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
Registrant 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
Registrant'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.
4.5 SPX Corporation 1992 Stock Compensation Plan, as amended,
incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.
5.1* Opinion of Gardner, Carton & Douglas regarding legality of
securities
23.1* Consent of Arthur Andersen LLP
23.2* Consent of KPMG LLP
23.3* Consent of Gardner, Carton & Douglas (included in exhibit
5.1)
24.1* Powers of Attorney (included on signature page)
_________________
* Filed herewith
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;
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
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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.
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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
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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
Registrant 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 Registrant'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.
4.5 SPX Corporation 1992 Stock Compensation Plan, as amended,
incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.
5.1* Opinion of Gardner, Carton & Douglas regarding legality of
securities
23.1* Consent of Arthur Andersen LLP
23.2* Consent of KPMG LLP
23.3* Consent of Gardner, Carton & Douglas (included in exhibit
5.1)
24.1* Powers of Attorney (included on signature page)
________________
* Filed herewith