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): March 14, 2005
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6948 38-1016240
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On March 14, 2005, Michael J. Mancuso was appointed to the Board of
Directors of SPX Corporation (the "Company"). Although Mr. Mancuso is not
currently a member of any committee of the Board of Directors, he will be
considered for committee assignments in the future.
On March 14, 2005, the Company issued a press release related to this
event. A copy of the press release is attached as Exhibit 99.1 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 March 14, 2005.
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: March 16, 2005 By: /s/ Patrick J. O'Leary
-------------------------------
Patrick J. O'Leary
Executive Vice President, Treasurer
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release issued March 14, 2005.
Exhibit 99.1
Contact: Jeremy W. Smeltser (Investors) [GRAPHIC OMITTED: SPX LOGO]
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX APPOINTS MICHAEL J. MANCUSO TO ITS BOARD OF DIRECTORS
CHARLOTTE, NC - March 14, 2005 - SPX Corporation (NYSE:SPW) today
announced that its Board of Directors has appointed Michael J. Mancuso to
the SPX Board of Directors effective today. With the addition of Mr.
Mancuso, the seven-member SPX Board includes six independent directors. Mr.
Mancuso's term will expire at this year's annual meeting of stockholders,
at which time he will be nominated for election to a three-year term.
Mr. Mancuso is Senior Vice President and Chief Financial Officer of
General Dynamics Corporation, a market leader in mission-critical
information systems and technologies; land and expeditionary combat
systems, armaments and munitions; shipbuilding and marine systems; and
business aviation. He joined General Dynamics in 1993 as Vice President and
Chief Financial Officer for General Dynamics Land Systems, Inc., and was
promoted to Vice President and Chief Financial Officer in 1994.
Before joining General Dynamics, Mr. Mancuso spent seven years with
United Technologies, most recently as Vice President and Chief Financial
Officer for the Commercial Engine Business of the Pratt & Whitney Group. He
joined United Technologies Defense and Space Systems Group in 1986 as Group
Financial Manager, moved to the Aerospace and Defense Section in 1989 as
Director, Financial Planning and Analysis and spent three years as Vice
President, Finance and Administration for the Hamilton Standard Division.
His background also includes 21 years with General Electric. He holds a
Bachelor of Science degree from Villanova University and an MBA from
Eastern College.
Charles E. Johnson II, Chairman of the Board of Directors, said, "We
are pleased to have such a distinguished professional as Mike join SPX's
Board. During Mike's tenure as CFO, General Dynamics has profitably grown
from $3.1 billion to $19.2 billion in annual revenues, an endorsement to
Mike's operating expertise. We are confident that Mike's strong financial
background, operational knowledge and experience will bring additional
perspective and strengthen the Board."
In December 2004, the company announced a search for two additional
independent directors. The company will continue its search, which is being
conducted by an outside search firm, for one additional independent
director.
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 may be 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 March 2, 2005.
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