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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2004
SPX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-6948 38-1016240
(Commission File Number) (I.R.S. Employer Identification No.)
13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zipcode)
(704) 752-4400
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K/A amends and restates in its entirety our
Current Report on Form 8-K filed on December 9, 2004 in connection with the
resignation and retirement of John B. Blystone as the Chairman, President
and Chief Executive Officer of SPX Corporation (the "Company") solely for
the purpose of clarifying that, as disclosed in the Company's prior proxy
statements, Mr. Blystone is entitled to certain benefits under the
Company's pension and supplemental retirement plans. No other changes are
being made to that report.
Item 1.01 Entry into a Material Definitive Agreement.
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On December 8, 2004, John B. Blystone resigned and retired as the Chairman,
President and Chief Executive Officer of SPX Corporation. Mr. Blystone also
resigned as a Director of the Company. A copy of the press release
announcing Mr. Blystone's retirement and resignation is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
In connection with Mr. Blystone's retirement and resignation, on December
8, 2004, the Company and Mr. Blystone entered into a separation agreement
(the "Separation Agreement"). Pursuant to the Separation Agreement, Mr.
Blystone retired and resigned, his employment agreement with the Company
was terminated and he forfeited all of the 1,000,000 share special
retention restricted stock grant issued in 2002. The Separation Agreement
also provides that Mr. Blystone will receive (i) a lump-sum payment of $2.8
million which is equal to two (2) times his base salary; (ii) an amount
equal to Mr. Blystone's bonus bank balance remaining after calculations for
the 2004 plan year are completed under the SPX Corporation EVA Incentive
Compensation Plan; (iii) a lump-sum payment of life insurance premiums,
estimated at $387,000; (iv) continuation for three (3) years of health and
welfare benefits, estimated at $14,200 per annum based upon 2004 amounts;
and (v) a lump-sum payment of $136,600 for unused vacation pay. As of
December 8, 2004, Mr. Blystone held options for 6,253,972 shares of common
stock ranging in exercise prices of $30 to $150 of which options for
4,053,973 shares were vested. As part of the Separation Agreement, the
options for the remaining 2,199,999 shares became vested. Mr. Blystone will
have until the earlier of the expiration of the options or two (2) years
from the date of his retirement and resignation to exercise all of these
options. Mr. Blystone was vested in 33,333 shares of a restricted stock
grant made in 2004, which would have vested in January 2005, and forfeited
the remaining 66,667 shares of such 100,000 share grant. Mr. Blystone will
be obligated to repay the full outstanding balance of his home relocation
loan of $2.5 million within 150 days, the period provided for in the
original loan.
Mr. Blystone will also receive a single annuity at age 55 for an amount
equal to $8,000,000, which he can take as a lump sum or in installments.
Mr. Blystone is obligated to comply with (i) certain non-competition
provisions until December 8, 2006 and (ii) confidentiality and cooperation
requirements for an indefinite period.
Mr. Blystone is entitled to previously earned pension benefits under the
Company's qualified pension plan, supplemental pension plan and
Supplemental Retirement Plan for officers, as described in the Company's
prior proxy statements. These benefits will be paid, at Mr. Blystone's
election, either annually ($1,860,000 per year if Mr. Blystone elects to
receive payments starting at age 55) or in a lump sum payment.
A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Item 1.02 Termination of Material Definitive Agreement
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In connection with Mr. Blystone's retirement and resignation, the
Employment Agreement between the Company and Mr. Blystone was terminated
effective December 8, 2004.
Item 5.02 Departure of Directors or Principal Officers; Election of
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Directors; Appointment of Principal Officers
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On December 8, 2004, by way of the letter attached as Exhibit 17.1, Mr.
Blystone resigned as a member of the Board of Directors of the Company and
as the Chairman, President and Chief Executive Officer of the Company.
On December 8, 2004, the Board of Directors of the Company elected
Christopher J. Kearney to the positions of President and Chief Executive
Officer. Prior to election to these positions, Mr. Kearney, age 49, served
as Vice President, Secretary and General Counsel of the Company. Charles E.
Johnson II, currently a director of the Company, was elected Chairman of
the Board of Directors. Patrick J. O'Leary, age 47, will continue as Chief
Financial Officer and Treasurer and has been promoted to Executive Vice
President. Jay Caraviello, age 44, and Thomas J. Riordan, age 48, were
elected to the positions of Executive Vice Presidents and Co-Chief
Operating Officers. Prior to this election, Mr. Caraviello served as
President, Cooling Technologies and Services and Mr. Riordan served as
President, Technical and Industrial Systems. Robert B. Foreman, age 47,
will continue as head of Human Resources and was promoted to Senior Vice
President, Human Resources. A copy of the press release announcing these
appointments is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
------- -----------
10.1* Separation Agreement, dated as of December 8, 2004, by and between
John B. Blystone and SPX Corporation.
17.1* Letter of Resignation of John B. Blystone dated December 8, 2004.
99.1* Press Release issued December 9, 2004 regarding resignation of John
B. Blystone.
99.2* Press Release issued December 9, 2004 regarding new officer
appointments.
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPX CORPORATION
Dated: December 10, 2004 By:/s/ Patrick J. O'Leary
Patrick J. O'Leary
Executive Vice President,
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1* Separation Agreement, dated as of December 8, 2004, by and between
John B. Blystone and SPX Corporation.
17.1* Letter of Resignation of John B. Blystone dated December 8, 2004.
99.1* Press Release issued December 9, 2004 regarding resignation of John
B. Blystone.
99.2* Press Release issued December 9, 2004 regarding new officer
appointments.
* Previously filed.
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