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As filed with the Securities and Exchange Commission on July 12, 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)
OPTIONS GRANTED PURSUANT TO INDIVIDUAL NON-QUALIFIED OPTION AGREEMENTS
(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 Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- -------------- ------------------------ ------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par value $10 per share,
issuable upon exercise of options granted
to various executive officers under 2,028,000 $136.65 $277,126,200 $77,042
Non-Qualified Stock Option Agreements
(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.
Section 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(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $136.65 per share.
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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, 1998;
2. The Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 1999;
3. The Registrant's Current Report on Form 8-K dated January 6,
1999; 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.
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 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 maintains director and officer liability
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").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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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 Ernst & Young LLP
23.3 Consent of KPMG LLP
23.4 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.
(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
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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 1999.
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
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 23rd day of June 1999.
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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 Chief Executive Officer Vice President, Finance, Treasurer and Chief Financial
Director Officer and Accounting Officer
/s/ H. Kent Bowen /s/ J. Kermit Campbell
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H. Kent Bowen J. Kermit Campbell
Director 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
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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
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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 Ernst & Young LLP
23.3 Consent of KPMG LLP
23.4 Consent of Gardner, Carton & Douglas (included in exhibit
5.1)
24.1 Powers of Attorney (included on signature page)
</TABLE>
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EXHIBIT 5.1
Gardner, Carton & Douglas
321 North Clark Street, Suite 3400
Chicago, Illinois 60610
July 9, 1999
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
2,028,000 shares of Common Stock of the Corporation, par value $10 per share
(the "Common Stock"), reserved for issuance upon the exercise of options
granted to various executive officers and consultants under Non-Qualified Stock
Option Agreements (the "Option Agreements"). 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 Option Agreements, the
originals or copies of corporate records reflecting the corporate action taken
by the Corporation in connection with the approval of the Option Agreements and
the issuance of the Common Stock under the Option Agreements 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 originally
issued shares of Common Stock to be offered under the Option Agreements have
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 Option
Agreements, 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 registration statement of our report dated February 15, 1999,
included in SPX Corporation's Form 10-K for the year ended December 31, 1998,
and to all references to our firm included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
July 8, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the SPX Corporation
Registration Statement Form S-8 pertaining to the Options Granted Pursuant to
Individual Non-Qualified Option Agreements filed on or about July 8, 1999, of
our report dated January 23, 1998, except for the "other comprehensive income
(loss)" reported in the consolidated statements of income and comprehensive
income, the reference to reclassifications in Note 1 and Notes 3, 7 and 17 as
to which date is February 15, 1999, with respect to the consolidated financial
statements of SPX Corporation (formerly General Signal Corporation) as of
December 31, 1997 and for each of the two years in the period then ended,
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
July 8, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Members
EGS Electrical Group LLC:
We consent to the incorporation by reference in the registration statement on
Form S-8 of SPX Corporation of our report dated November 10, 1998, with respect
to the consolidated balance sheet of EGS Electrical Group LLC (and
subsidiaries) as of September 30, 1998, and the related consolidated statements
of income, members' equity, and cash flows for the year ended September 30,
1998, which report appears in the Form 10-K of SPX Corporation dated March 31,
1999.
/s/ KPMG LLP
St. Louis, Missouri
July 8, 1999
