UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 1-6948 38-1016240
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 752-4400
NOT APPLICABLE
(Former name or former address if changed since last)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
- ------------------------------------------------------
On December 8, 2004, the Board of Directors of SPX Corporation (the
"Company") established the S&P 500 index as an objective benchmark for the
vesting of restricted stock and restricted stock units. The Board will
institute performance thresholds for vesting of restricted stock and
restricted stock units awarded to SPX employees in 2005 and future years.
For any restricted stock granted to the nine-member senior management
group, this vesting will be based on SPX shareholder return versus the S&P
500. The share grant will vest if the Company outperforms the S&P 500 on an
annual basis. In the event that any portion of the share grant does not
vest in any year, SPX shareholder return versus the S&P 500 for the
cumulative periods will serve as the basis for vesting of that unvested
portion. For all other recipients, vesting will be based on the achievement
of either Economic Value Added(R) (EVA) performance targets or SPX
shareholder return versus the S&P 500. The Board believes that providing
employee and officer grants at a fixed number of shares (rather than shares
worth a specified dollar value) aligns their interests with those of all
shareholders, thereby presenting a strong incentive to enhance shareholder
value.
The Board also decided to remove non-employee Directors from its current
EVA-based compensation plan. Beginning on January 1, 2005, non-employee
Directors will receive a flat fee annual retainer of $60,000 and 2,500
shares of phantom equity with a three-year vesting period based on SPX
shareholder return versus the S&P 500. In years in which the Company
outperforms the S&P 500, Directors will receive cash equivalent to the fair
market value of the portion of the phantom equity vesting in that year. In
the event that such portion of phantom equity does not vest in any year,
SPX shareholder return versus the S&P 500 for the cumulative periods will
serve as the basis for vesting of that unvested portion.
On December 10, 2004, the Company issued a press release related to the
events described above. A copy of the press release is attached as Exhibit
99.1 hereto and incorporated herein by reference.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
- ----------------------------------------------------------
On December 8, 2004, the following executive officers of the Company
voluntarily surrendered options (the "Options") to purchase the number of
shares of the common stock of the Company set forth below beside each such
officer's name:
Number of Shares Exercise Price
Name Represented by Surrendered Options Per Share Range
- ---- ---------------------------------- ---------------
Robert B. Foreman 500,000 $105-$150
Christopher J. Kearney 500,000 $105-$150
Patrick J. O'Leary 1,000,000 $105-$150
Thomas J. Riordan 500,000 $105-$150
The Company has cancelled the Options and the aforementioned executive
officers have released all rights with respect to the Options and the
following agreements:
1) Stock Option Award dated as of August 22, 2000 between SPX
Corporation and Robert B. Foreman, which was previously filed as
Exhibit 10(v) on the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000.
2) Stock Option Award dated as of August 22, 2000 between SPX
Corporation and Christopher J. Kearney, which was previously
filed as Exhibit 10(vii) on the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
3) Stock Option Award dated as of August 22, 2000 between SPX
Corporation and Patrick J. O'Leary, which was previously filed as
Exhibit 10(xi) on the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000.
4) Stock Option Award dated as of August 22, 2000 between SPX
Corporation and Thomas J. Riordan, which was previously filed as
Exhibit 10(i) on the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000.
The Company did not make any payments in connection with the surrender of
the Options. On December 10, 2004, the Company issued a press release
related to the event described above. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
- ---------------------------------------------------------------------
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
- --------------------------------------------
On December 8, 2004, the Company named Michael Reilly, age 40, as Corporate
Controller and Chief Accounting Officer, with responsibility for the
Company's SEC reporting, accounting and compliance. On December 10, 2004,
the Company issued a press release related to this event. A copy of the
press release is attached as Exhibit 99.2 hereto and incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
- ---------------------------------------------
The following exhibits are filed herewith:
Exhibit
Number Description
- ------ -----------
99.1 Press Release issued December 10, 2004 regarding changes in
compensation and surrender of certain options
99.2 Press Release issued December 10, 2004 regarding appointment
of Chief Accounting Officer
SIGNATURE
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 hereunto duly authorized.
SPX CORPORATION
Date: December 14, 2004 By: /s/ Patrick J. O'Leary
-------------------------------
Patrick J. O'Leary
Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release issued December 10, 2004 regarding changes in
compensation and surrender of certain options
99.2 Press Release issued December 10, 2004 regarding appointment
of Chief Accounting Officer
Exhibit 99.1
NEWS RELEASE
[Graphic Omitted: Logo of SPX Corporation]
Contact: Jeremy W. Smeltser (Investors)
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX AMENDS MANAGEMENT RESTRICTED STOCK PROGRAM
Retains Consulting Firm to Conduct Independent Comprehensive Review of
Executive Compensation
Removes Directors From EVA-Based Compensation
CHARLOTTE, NC - December 10, 2004 - SPX Corporation (NYSE: SPW) today
announced that its Board of Directors, as part of its continuing review of
the company's compensation plan, has amended SPX's management restricted
stock and director compensation programs.
The Board has established the S&P 500 index as an objective benchmark
for the vesting of restricted stock. The Board has also retained Watson
Wyatt Worldwide, a leading compensation consulting firm, to conduct an
independent and comprehensive review of the company's compensation program.
The review will commence immediately.
The Board will institute performance thresholds for vesting of
restricted stock and restricted stock units awarded to SPX employees in
2005 and future years. For the nine-member senior management group, this
vesting will be based on SPX shareholder return versus the S&P 500. The
share grant will vest if the company outperforms the S&P 500 on an annual
basis. In the event the share grant does not vest in any year, SPX
shareholder return versus the S&P 500 for the cumulative periods will serve
as the basis for vesting. For all other recipients, vesting will be based
on the achievement of either Economic Value Added(R) (EVA) performance
targets or SPX shareholder return versus the S&P 500. The Board believes
that providing employee and officer grants at a fixed number of shares
(rather than shares worth a specified dollar value) aligns their interests
with those of all shareholders, thereby presenting a strong incentive to
enhance shareholder value.
The Board has also decided to remove Directors from its current
EVA-based compensation plan. Beginning on January 1, 2005, Directors will
receive a flat fee annual retainer of $60,000 and 2,500 shares of phantom
equity with a three-year vesting period based on SPX shareholder return
versus the S&P 500. In years in which SPX outperforms the S&P 500,
Directors will receive cash equivalent to the fair market value of the
portion of the phantom equity vesting in that year.
As previously announced, the nine members of the senior management
team will forego any bonus payments for 2004, including payments of
previously earned amounts from EVA bonus banks. In addition, four members
of the SPX management team have elected to voluntarily surrender 2.5
million outstanding "out-of-the-money" stock options granted to them in
August 2000.
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created thereby.
Please refer to our public filings for a discussion of certain important
factors that relate to forward-looking statements contained in this press
release. The words "believe," "expect," "anticipate," "estimate,"
"guidance," "target" and similar expressions identify forward-looking
statements. Although the company believes that the expectations reflected
in its forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.
SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.
SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on December 9, 2004.
# # #
Exhibit 99.2
NEWS RELEASE
[Graphic Omitted: Logo of SPX Corporation]
Contact: Jeremy W. Smeltser (Investors)
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX NAMES TWO TO FINANCE LEADERSHIP POSITIONS
CHARLOTTE, NC - December 10, 2004 - SPX Corporation (NYSE:SPW) today
announced that it has named Michael Reilly as Corporate Controller and
Chief Accounting Officer, with responsibility for the company's SEC
reporting, accounting and compliance. The company also named Jeremy
Smeltser as Director of Corporate Finance. Mr. Smeltser will continue to
lead the company's investor relations efforts and add responsibility for
SPX's global treasury and financial planning activities.
Mr. Reilly joined SPX Corporation in May 2004 as Assistant Corporate
Controller. Prior to joining SPX, he was Vice President and Controller for
Kyrus Corporation based in Greenville, South Carolina. Previously he was
Director of Corporate Accounting & Analysis with Sterling Diagnostic
Imaging. His background also includes 11 years of public accounting
experience with Deloitte & Touche. Mr. Reilly holds a Bachelor of Business
Administration degree in accounting from Loyola College of Maryland and is
a certified public accountant.
SPX's Chief Financial Officer, Patrick J. O'Leary said, "Mike has been
a key addition to the team. In September, when we asked Mike to take on the
additional responsibilities as interim controller, he successfully tackled
the challenge. His knowledge and strong leadership are an asset to the team
and will continue to serve SPX well."
Mr. Smeltser joined SPX in September 2002 as Manager of Financial
Planning and Analysis after working in public accounting for five years,
most recently with Ernst & Young. In June 2003 he became head of the
company's investor relations activities. A graduate of Northern Illinois
University, he holds a Bachelor of Science degree in accounting and is a
certified public accountant.
"Jeremy has done an outstanding job leading our investor relations
efforts over the past year and a half. His knowledge and experience will be
invaluable as he takes on the additional responsibilities for financial
planning and treasury," said Mr. O'Leary.
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.
SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on December 9, 2004.
# # #