SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 30, 2001
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[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from to
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Commission file number 000-31517
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below: Inrange Technologies Corporation Savings and
Stock Ownership Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Inrange Technologies Corporation
100 Mt. Holly By-Pass
P.O. Box 440
Lumberton, New Jersey 08048
INRANGE Technologies Corporation
Savings and Stock Ownership Plan
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Contents
Report Letter 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
Independent Auditor's Report
To the Administrative Committee
INRANGE Technologies Corporation
Savings and Stock Ownership Plan
We have audited the accompanying statement of net assets available for benefits
of INRANGE Technologies Corporation Savings and Stock Ownership Plan (the
"Plan") as of December 30, 2001 and the related statements of changes in net
assets available for benefits for the period from May 1, 2001 (inception) to
December 30, 2001. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of INRANGE Technologies
Corporation Savings and Stock Ownership Plan as of December 30, 2001 and its
changes in net assets for the period from May 1, 2001 (inception) to December
30, 2001, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Plante & Moran, LLP
June 11, 2002
Southfield, Michigan
INRANGE Technologies Corporation
Savings and Stock Ownership Plan
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Statement of Net Assets Available for Benefits
December 30, 2001
Net Assets Available for Benefits-Participant-directed investments-
Interest in SPX Corporation Savings Trust (Note 3) $ 50,121,461
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See Notes to Financial Statements. 2
INRANGE Technologies Corporation
Savings and Stock Ownership Plan
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Statement of Changes in Net Assets Available for Benefits
Period from May 1, 2001 (inception) to December 30, 2001
Additions
Contributions:
Employer $ 1,756,588
Participants 3,247,425
Income from investment in SPX Corporation Savings Trust (Note 3):
Net realized and unrealized gains 1,052,581
Interest and dividends 668,382
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Total additions 6,724,976
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Deductions
Distributions to participants 1,746,015
Administrative expenses 17,877
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Total deductions 1,763,892
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Increase in Net Assets Available for Benefits - Before transfers 4,961,084
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Transfers
From SPX Corporation Retirement Savings and Stock Ownership Plan
(Note 1) 44,235,895
Other transfers 924,482
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Total transfers 45,160,377
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Net increase in Net Assets Available for Benefits 50,121,461
Net Assets Available for Benefits
Beginning of period -
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End of period $ 50,121,461
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See Notes to Financial Statements. 3
INRANGE Technologies Corporation
Savings and Stock Ownership Plan
================================================================================
Notes to Financial Statements
December 30, 2001
Note 1 - Description of the Plan
The following brief description of the INRANGE Technologies
Corporation Savings and Stock Ownership Plan (the "Plan") provides
only general information. Participants should refer to the Plan
Agreement for a complete description of the Plan's provisions.
General - INRANGE Technologies Corporation (the "Company") is a
majority-owned subsidiary of SPX Corporation. The Plan was established
by the Company on May 1, 2001. The initial participants in the Plan on
that date were formerly participants in the SPX Corporation Retirement
Savings and Stock Ownership Plan (the "SPX Savings Plan"). On May 1,
2001, the accounts of former participants in the SPX Savings Plan were
transferred to the Plan. The Plan is a defined contribution plan
covering substantially all employees except employees of foreign
subsidiaries who are foreign citizens. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions - Participants can contribute a maximum of 17 percent of
compensation as a pretax contribution to the Plan, subject to an
overall limitation of $10,500 for 2001. The Company makes matching
contributions equal to 100 percent of the participant's pretax
contributions up to the first 4 percent, and 50 percent of the
participant's pretax contributions in excess of 4 percent of
compensation, up to a maximum of 6 percent of compensation. Company
contributions are paid in the form of cash or in treasury or
authorized but not issued Class B common stock of the Company.
Participants' Accounts - Each participant's account is credited with
the participant's pretax contributions, the employer's matching
contributions, and a proportionate share of Plan earnings. The
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INRANGE Technologies Corporation
Savings and Stock Ownership Plan
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Notes to Financial Statements
December 30, 2001
benefit to which a participant is entitled is the benefit that can be
provided from the participant's account.
Vesting - Participants are immediately vested in voluntary
contributions and the Company-matching contributions plus actual
earnings thereon.
Payment of Benefits - Upon termination of service, a participant may
elect to receive either a lump-sum distribution equal to the value of
his or her account or installment payments under various options. The
Plan also provides for hardship distributions in certain
circumstances.
Investment Options - Participants may elect to invest their pretax
contributions in any of the investment funds offered through the Plan,
with the exception of the SPX Stock Fund, which is closed to
additional contributions or transfers.
Participant Loans - A participant can borrow from the Plan an amount
that does not exceed the lesser of $50,000 or 50 percent of the
participant's vested account balance.
Voting Rights - Each participant is entitled to exercise voting rights
attributable to the units of ownership in the Company's Common Stock
Fund and the SPX Common Stock Fund allocated to his or her account.
The trustee is required to vote shares of common stock that have been
allocated to participants but for which the trustee received no voting
instructions in the same manner and in the same proportion as the
shares for which the trustee received timely voting instructions.
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INRANGE Technologies Corporation
Savings and Stock Ownership Plan
================================================================================
Notes to Financial Statements
December 30, 2001
Note 2 - Summary of Significant Accounting Policies
The following are significant accounting policies followed by the
Plan:
Basis of Presentation - The accompanying financial statements have
been prepared on an accrual basis and present the assets available for
benefits and changes in those assets.
Valuation of Investments - Investments of the Plan are stated at
market value as determined by quoted market prices. Participant loans
are valued at face value, which approximates fair value.
Administrative Expenses - The Company paid certain administrative
expenses of the Plan during the eight-month period ended December 30,
2001.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires Plan
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
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INRANGE Technologies Corporation
Savings and Stock Ownership Plan
================================================================================
Notes to Financial Statements
December 30, 2001
Note 3 - Master Trust Fund
The investments of four qualified plans, including the INRANGE
Technologies Corporation Savings and Stock Ownership Plan and three
SPX Corporation sponsored plans, are combined in the SPX Corporation
Savings Trust (the "Master Trust"). The investments of the Plan became
part of the Master Trust on May 1, 2001. Under the terms of a trust
agreement between Fidelity Management Trust Company (the "Bank") and
the Company, the Bank manages trust funds on behalf of the Plan. The
Plan's assets in the Master Trust represented 8.2 percent of the total
assets in the Master Trust. Investment income and administrative
expenses related to the Master Trust are allocated to the individual
plans based on average monthly balances invested by each plan. The
total assets held in the Master Trust at December 30, 2001 are as
follows:
Money market fund $ 34,220,874
Common/Collective trust 5,534,932
Mutual funds 278,553,056
Insurance company general account 89,412,906
Employer securities 181,376,863
Participant loans 21,725,434
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Total Master Trust Investments $ 610,824,065
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The net appreciation (depreciation) by investment type for assets held
in the Master Trust during the period ended December 30, 2001 is as
follows:
Mutual funds $ (39,262,618)
Employer securities 39,219,001
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Net depreciation $ (43,617)
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INRANGE Technologies Corporation
Savings and Stock Ownership Plan
================================================================================
Notes to Financial Statements
December 30, 2001
Note 4 - Plan Termination
Although it has not expressed any intent to do so, the Company has the
right to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
Note 5 - Tax Status
A determination letter has not been received from the Internal Revenue
Service. The Company believes the Plan is being operated in a
tax-exempt manner and is in the process of applying for a
determination letter.
Note 6 - Administration
The Company is the sponsor of the Plan. The Administrative Committee,
as provided in the Plan Agreement, is the Plan administrator and has
responsibility for the administration of the Plan. Fidelity Management
Trust Company functions as trustee and investment manager. Investment
management fees and trustee fees are paid by the Plan in accordance
with the Plan Agreement.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
INRANGE TECHNOLOGIES CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
By: The SPX Corporation Administrative
Committee
Date: June 27, 2002 By: /s/ Christopher J. Kearney
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Christopher J. Kearney
Member of the SPX Corporation
Administrative Committee
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Exhibit Index
Exhibit No. Description
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23.1 Consent of Plante & Moran, LLP