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As filed with the Securities and Exchange Commission on June 23, 1997
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 3423 38-1016240
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
700 Terrace Point Drive
Muskegon, Michigan 49443-3301
Telephone: (616) 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: (616) 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 3200
Chicago, Illinois 60610
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
---------------- -------------- -------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $10 per share
- - Reserved under 1992 Stock Compensation Plan (2) 831,147 $ 67.1875 $55,842,689 $16,922
- - Issuable pursuant to options outstanding
under 1992 Stock Compensation Plan (3) 821,920 $ 25.6700 $21,098,686 $ 6,394
- - Restricted Stock granted under 1992 Stock
Compensation Plan (2) 114,215 $ 67.1875 $ 7,673,820 $ 2,326
----------- -------
TOTAL 1,767,282 $25,642
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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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. Section 230.416.
(2) 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 June 18,
1997.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $25.6700 per share for outstanding options to purchase a
total of 831,147 shares of Common Stock.
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SPX CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in to 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, 1996;
2. The Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 1997;
3. The Registrant's Current Reports on Form 8-K dated February
21, 1997 and April 25, 1997; and
4. The description of Registrant's Common Stock contained in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, as stated in Article Fourth of the Registrant's
Restated Certificate of Incorporation, which is attached as Exhibit
No. 3 thereto.
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Peter H. Merlin, who is a director of the Company and a partner of
Gardner, Carton & Douglas, which is delivering the opinion filed as Exhibit 5.1
to this Registration Statement, beneficially owned 11,836 shares of the
Company's Common Stock as of March 14, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that the
Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth. Substantially
similar provisions that require such indemnification are contained in Article
Thirteenth of the Company's Restated Certificate of Incorporation. Article
Thirteenth of the Company's Restated Certificate of Incorporation also contains
provisions limiting the liability of the Company's directors in certain
instances. In addition , the Company has purchased insurance as permitted by
Delaware law on behalf of directors, officers, employees or agents, which may
cover liabilities under the Securities Act of 1933, as amended (the "Act").
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. INDEX TO EXHIBITS.
Exhibit Number Description of Document
-------------- -----------------------
4.1 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.
5.1 Opinion of Gardner, Carton & Douglas regarding
legality of securities
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gardner, Carton & Douglas (included
in exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
_____________
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
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.
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(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 section,
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 23rd day
of June 1997.
SPX CORPORATION
By: /s/ Patrick J. O'Leary
-------------------------------------------
Patrick J. O'Leary
Vice President Finance, Treasurer and Chief
Financial and Accounting Officer
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, James M. Sheridan 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 or
all 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 23rd day of June 1997.
/s/ John B. Blystone /s/ Patrick J. O'Leary
- ------------------------------------ --------------------------------------
John B. Blystone Patrick J. O'Leary
Chairman, President and Vice President Finance
Chief Executive Officer Treasurer and Chief Financial
Director Officer and Accounting Officer
/s/ J. Kermit Campbell /s/ Sarah R. Coffin
- ------------------------------------ --------------------------------------
J. Kermit Campbell Sarah R. Coffin
Director Director
/s/ Frank A. Ehmann /s/ Edward D. Hopkins
- ------------------------------------ --------------------------------------
Frank A. Ehmann Edward D. Hopkins
Director Director
/s/ Charles E. Johnson II /s/ Ronald L. Kerber
- ------------------------------------ --------------------------------------
Charles E. Johnson Ronald L. Kerber
Director Director
/s/ Peter H. Merlin /s/ David P. Williams
- ------------------------------------ --------------------------------------
Peter H. Merlin David P. Williams
Director Director
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INDEX TO EXHIBITS
Exhibit Number Description of Document
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4.1 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.
5.1 Opinion of Gardner, Carton & Douglas regarding legality
of securities
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gardner, Carton & Douglas (included in
exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
_____________
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EXHIBIT 5.1
Gardner, Carton & Douglas
321 North Clark Street, Suite 3400
Chicago, Illinois 60610
June 23, 1997
SPX Corporation
700 Terrace Point Drive
Muskegon, Michigan 49443
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to SPX Corporation, a Delaware corporation (the
"Corporation"), in connection with the filing of a Registration Statement on
Form S-8 by the Corporation under the Securities Act of 1933, as amended (the
"Registration Statement"), which Registration Statement registers: (i) 831,147
shares of Common Stock, par value $10 per share (the "Common Stock"), reserved
for issuance under the Corporation's 1992 Stock Compensation Plan (the "Plan");
(ii) 821,920 shares of Common Stock issuable pursuant to options outstanding
under the Plan and (iii) 114,215 shares of Common Stock, which is Restricted
Stock granted under the Plan. In that capacity, we have reviewed the
Certificate of Incorporation and By-laws of the Corporation, both as amended to
date, the Registration Statement, the Plan, the originals or copies of
corporate records reflecting the corporate action taken by the Corporation in
connection with the approval of the Plan and the issuance of the Common Stock
under the Plan and such other instruments as we have deemed necessary for the
issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock to
be offered under the Plan has been duly authorized by all requisite action on
the part of the Corporation and, when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended.
Very truly yours,
GARDNER, CARTON & DOUGLAS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 of our report dated February 7, 1997 included in the
Company's Form 10-K for the year ended December 31, 1996 and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 17, 1997
