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As filed with the Securities and Exchange Commission on January 6, 1999
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: (616) 724-5000
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
SPX CORPORATION RETIREMENT SAVINGS AND STOCK OWNERSHIP 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>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1)(2) Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- ---------------- ------------------------ ------------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock, par value $10 per share (3)(4) 1,000,000 $65.75 $ 65,750,000 $18,279
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) 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.
(3) 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.
(4) 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 January 4, 1999.
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SPX CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT ON FORM S-8
SPX Corporation ("Registrant" or the "Company") has earlier filed a
registration statement on Form S-8 (File No. 333-29843) relating to the SPX
Corporation Retirement Savings and Stock Ownership Plan (the "Earlier
Registration Statement"). This Registration Statement registers additional
shares and plan interests for offering pursuant to such plan. Subject to Item
3 of Part II of this Registration Statement, the contents of the Earlier
Registration Statement are incorporated herein by reference.
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 or the
SPX Corporation Retirement Savings and Stock Ownership Plan (the "Plan"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998;
3. The Registrant's Current Reports on Form 8-K dated July 20, 1998 (as
amended September 9, 1998); August 14, 1998; October 5, 1998;
October 9, 1998 (as amended November 5, 1998) and January 6, 1999;
4. The description of Registrant's capital stock contained in the
Company'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; and
5. The Plan's Annual Report on Form 11-K for the year ended December 31,
1997.
In addition, each document filed by the Registrant or the Plan 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 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 13,336 shares of the Company's Common
Stock as of March 16, 1998.
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
II-1
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circumstances, incorporated herein by reference from the
Company's Registration Statement on Form 8-A filed on June
26, 1996.
4.2 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.
23(i) Consent of Arthur Andersen LLP
23(ii) Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on signature page)
The Registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify the
Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended.
II-2
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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 16th day of
December 1998.
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
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 16th day of December 1998.
/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/ Charles E. Johnson II
- ------------------------------- -------------------------------
Frank A. Ehmann Charles E. Johnson
Director Director
/s/ Ronald L. Kerber /s/ Peter H. Merlin
- ------------------------------- -------------------------------
Ronald L. Kerber Peter H. Merlin
Director Director
/s/ David P. Williams
- -------------------------------
David P. Williams
Director
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the SPX Administrative Committee, which administers the Plan, 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
16th day of December 1998.
SPX CORPORATION RETIREMENT
SAVINGS AND STOCK OWNERSHIP PLAN
By: /s/ Christopher J. Kearney
---------------------------
Name: Christopher J. Kearney
Title: Vice President, Secretary,
General Counsel & Member
of the SPX
Administrative Committee
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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.
4.2 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.
23(i) Consent of Arthur Andersen LLP
23(ii) Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on signature page)
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EXHIBIT 23.(i)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 5, 1998
(except with respect to the matter discussed in Note 17, as to which the date
is February 17, 1998) included in SPX Corporation's Form 10-K for the year
ended December 31, 1997, and to all references to our firm included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 5, 1999
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EXHIBIT 23(ii)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the SPX Corporation
Registration Statement on Form S-8 pertaining to the SPX Corporation Retirement
Savings and Stock Ownership Plan of our report dated January 23, 1998 with
respect to the financial statements and schedule of General Signal Corporation
and consolidated subsidiaries included in the General Signal Corporation Annual
Report (Form 10-K) for the year ended December 31, 1997 filed with the
Securities and Exchange Commission and incorporated by reference in the current
report filed by SPX Corporation on Form 8-K/A dated November 5, 1998.
ERNST & YOUNG LLP
Stamford, Connecticut
January 5, 1999
