1 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 (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.
- ------------------------------------------- ----------------- ----------------------- -------------------------- ----------------- 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 ---------------- -------------- ------------------------ ------------------------- ----------------- 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) - ------------------------------------------- ----------------- ----------------------- ---------------------------------------------- 2 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. II-1 3 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) - ------------- 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 II-2 4 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. II-3 5 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 ----------------------------------------- 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. S-1
/s/ John B. Blystone /s/ Patrick J. O'Leary - ----------------------------------------------------------- -------------------------------------------------------------- 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 - ----------------------------------------------------------- -------------------------------------------------------------- H. Kent Bowen J. Kermit Campbell Director Director /s/ Sarah R. Coffin /s/ Frank A. Ehmann - ----------------------------------------------------------- -------------------------------------------------------------- Sarah R. Coffin Frank A. Ehmann Director Director /s/ Emerson U. Fullwood /s/ Charles E. Johnson - ----------------------------------------------------------- -------------------------------------------------------------- Emerson U. Fullwood Charles E. Johnson II Director Director /s/ David P. Williams - ----------------------------------------------------------- David P. Williams Director 6 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)
1 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
1 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
1 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
1 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