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):  August 10, 2010

 

SPX CORPORATION

(Exact Name of Registrant as specified in Charter)

 

Delaware

 

1-6948

 

38-1016240

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
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 filing 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 8.01.  Other Events

 

On August 10, 2010, SPX Corporation (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

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Item 9.01.  Financial Statements and Exhibits.

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Press Release issued August 10, 2010.

 

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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: August 10, 2010

 

By:

/s/ Patrick J. O’Leary

 

 

 

Patrick J. O’Leary

 

 

 

Executive Vice President,

 

 

 

Treasurer and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Press Release issued August 10, 2010.

 

5


Exhibit 99.1

 

NEWS RELEASE

 

SPX CORPORATION ANNOUNCES OFFERING OF $350 MILLION OF SENIOR NOTES

 

CHARLOTTE, NC — August 10, 2010 —SPX Corporation (NYSE: SPW) today announced that it intends to offer senior unsecured notes in an aggregate principal amount of $350 million due in 2017 in a private placement, subject to market and other conditions.

 

SPX expects the offering will be completed in 2010. The issuance of the notes will be subject to customary closing conditions. SPX intends to use the net proceeds from the offering to pay down outstanding amounts under our senior credit facilities and to pay termination costs for interest rate swap agreements related thereto.

 

The senior notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act. Accordingly, the notes are being offered and sold only (a) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (b) outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of the securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

 

Certain statements in this press release including any perceived statements relating to consummation of the contemplated transaction, 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. 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. Statements in the press release speak only as of the date of this press release, and SPX disclaims any responsibility to update or revise such statements.

 



 

Contacts:

 

 

Ryan Taylor (Investors)

 

Jennifer H. Epstein (Media)

704-752-4486

 

704-752-7403

E-mail: investor@spx.com

 

E-mail: jennifer.epstein@spx.com