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):  February 22, 2007

 

SPX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

DELAWARE

 

1-6948

 

38-1016240

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation)

 

 

 

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 report)

 

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 Certain Officers; Compensatory Arrangements of Certain Officers

Effective February 22, 2007, the SPX Corporation Board of Directors increased the size of the board from seven to nine and elected J. Michael Fitzpatrick and Albert A. Koch to serve as directors.  The new directors’ initial terms will expire at the 2007 annual meeting of stockholders, at which time they will stand for election to three-year terms.

Each of Fitzpatrick and Koch will receive a retainer of $75,000 per annum for his service as a director.  The Board of Directors increased the retainer for all directors to $75,000 from $60,000, effective January 1, 2007.  In addition, each of Fitzpatrick and Koch will participate in the company’s 2006 Non-Employee Directors’ Stock Incentive Plan, which provides for annual grants of 2,500 shares of restricted stock, divided into three equal tranches eligible for vesting over three calendar years, with the vesting of each tranche contingent on SPX stockholder return exceeding that of the S&P 500 for the measurement period.  Restricted stock that does not vest within the three-year period is forfeited.  Directors receive dividends on the unvested portion of their stock.

Neither of the new directors has been appointed to a committee as of the date of this filing.

On February 26, 2007, the company issued a press release announcing the election of Fitzpatrick and Koch to its Board of Directors.  The press release is attached hereto as Exhibit 99.1 and is 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 February 26, 2007

 




 

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: February 26, 2007

 

By:

 

/s/ Kevin L. Lilly

  

 

  

 

Kevin L. Lilly

  

 

  

 

Senior Vice President, Secretary

  

 

  

 

and General Counsel

 




 

EXHIBIT INDEX

Exhibit
Number

 

Description

99.1

 

Press Release Issued February 26, 2007

 



 

Exhibit 99.1

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 ANNOUNCES CHANGES AND NEW APPOINTMENTS

TO BOARD OF DIRECTORS

CHARLOTTE, NC — February 26, 2007 — SPX Corporation (NYSE:SPW) today announced that its board of directors has named SPX President and CEO Chris Kearney to succeed Charles E. Johnson II as Chairman of the Board.  Kearney will assume the additional role of Chairman when Johnson retires from the board of directors at the company’s annual meeting on May 4, 2007.

The board also appointed J. Kermit Campbell as lead director for a two-year term effective as of the 2007 annual meeting.  In this role, he will chair meetings of independent directors and act as the principal liaison between the independent directors and the Chairman/CEO.

Campbell is the former chairman, president and CEO of Herman Miller, Inc., a designer and manufacturer of office furniture.  Since leaving Herman Miller, Inc. in 1995, he has invested in a number of ventures including Bering Truck Corporation, Black Star Farms, Advanced Information Systems, PassAlong Networks and CORE Energy Co.  He joined the SPX Board in 1993.

SPX’s board also announced that J. Michael Fitzpatrick and Albert A. Koch have been appointed directors.  The new directors will serve until this year’s annual meeting of stockholders, at which time they will stand for election to three-year terms.

J. Michael Fitzpatrick is the retired president and chief operating officer of Rohm and Haas Company, an industry-leading specialty materials company, which invents, develops, and manufactures products for the personal care, grocery, automotive, building and construction and electronics industries.  He joined Rohm and Haas in 1975 and served in various research and development and management positions until his appointment as president and chief operating officer in 1999.

Albert A. Koch is vice chairman and managing director with AlixPartners, LLP, an international corporate turnaround and financial advisory firm, and Questor Management Co., a




private equity firm specializing in turnaround and performance improvement.  He joined AlixPartners in 1995 as managing principal and was named to his current position in 2001.  Koch also serves as chairman, president and CEO of Polar Corporation, a portfolio company of Questor and a leading North American full-service provider of tank trailers, light-duty trailer parts and tank trailer repair and maintenance services.  Previously he was the chairman, interim president and CEO at Champion Enterprises Inc. and he served as interim chief financial officer of the Kmart Corporation.

Charles E. Johnson II, Chairman of the Board of Directors said, “On behalf of the board, I’d like to congratulate Chris on his selection as the next Chairman of the Board.  Over the past two years he has demonstrated significant leadership ability and delivered value to SPX shareholders.  With my retirement in May, the board is at a natural transition point to combine the Chairman and CEO roles to better serve SPX and our shareholders.”

“The selection of a seasoned director, Kerm Campbell, to serve as lead director underscores the board’s ongoing commitment to strong corporate governance.  I would also like to welcome our two new independent directors, Mike Fitzpatrick and Al Koch.  Their knowledge and experience will be a great addition to the board.  I’m confident that the future of SPX will be well served by each of the changes we are announcing today,” Johnson said.

SPX Corporation is a leading global provider of flow technology, test and measurement solutions, thermal equipment and services, and industrial products and services.  For more information visit the company’s web site at 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.

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