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EX-99.1 - EX-99.1 - SPX CORPa15-20504_1ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

(Amendment No. 1)

 

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 26, 2015

 

SPX CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-6948

 

38-1016240

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

13320-A Ballantyne Corporate Place

Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (980) 474-3700

 

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 2.01 Completion of Acquisition or Disposition of Assets.

 

This Amendment No. 1 amends the Current Report on Form 8-K of SPX Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2015 (the “September 28 8-K”) related to its tax-free spin-off of its Flow business, comprising its Flow Technology reportable segment, its Hydraulic Technology business and certain of its corporate subsidiaries, into a new standalone, publicly traded company, SPX FLOW, Inc. This Form 8-K/A amends the September 28 8-K to include the financial statements required by Item 9.01 of Form 8-K and to include an exhibit under Item 9.01 of this Current Report on Form 8-K/A. The information previously reported in the September 28 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A.

 

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

 

Information set forth in this filing contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in the Company’s filings with the SEC. The Company disclaims any obligation to update or revise statements contained in this filing based on new information or otherwise.

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro forma financial information

 

The unaudited pro forma condensed consolidated balance sheet of the Company as of June 27, 2015, and the unaudited pro forma condensed consolidated statements of operations of the Company for the six months ended June 27, 2015 and each of the last three fiscal years ended December 31, 2014, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

 

(d) Exhibits

 

Exhibit Number

 

Description

99.1

 

Unaudited Pro Forma Condensed Consolidated Financial Information.

 

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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 hereunto duly authorized.

 

 

 

SPX CORPORATION

 

 

 

 

 

Date: October 1, 2015

By:

/s/ Scott W. Sproule

 

 

Scott W. Sproule

 

 

 

Vice President, Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Unaudited Pro Forma Condensed Consolidated Financial Information.

 

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