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As filed with the Securities and Exchange Commission on October 22, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
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 EMPLOYEE STOCK PURCHASE 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
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered (1) Per Share Price Fee
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Common Stock, par value 50,000 $58.8125 $2,940,625 $892
$10 per share(2)
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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 October 17, 1997.
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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 month
periods ended March 31, 1997 and June 30, 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 October 15, 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.
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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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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
22nd day of October 1997.
SPX CORPORATION
By: /s/ Patrick J. O'Leary
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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 22nd day of October 1997.
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/s/ John B. Blystone /s/ Patrick J. O'Leary
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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
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J. Kermit Campbell Sarah R. Coffin
Director Director
/s/ Frank A. Ehmann /s/ Edward D. Hopkins
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Frank A. Ehmann Edward D. Hopkins
Director Director
/s/ Charles E. Johnson II /s/ Ronald L. Kerber
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Charles E. Johnson Ronald L. Kerber
Director Director
/s/ David P. Williams
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Peter H. Merlin David P. Williams
Director Director
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INDEX TO EXHIBITS
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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
October 22, 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 50,000
shares of Common Stock of the Corporation, par value $10 per share (the "Common
Stock"), reserved for issuance under the SPX Corporation Employee Stock
Purchase Plan (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
October 21, 1997
