Attached files

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EX-99.1 - EX-99.1 - SPX CORPa12-28417_1ex99d1.htm
EX-10.3 - EX-10.4 - SPX CORPa12-28417_1ex10d3.htm
EX-10.2 - EX-10.2 - SPX CORPa12-28417_1ex10d2.htm

 

 

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 3, 2012

 

SPX CORPORATION

(Exact Name of Registrant as specified in Charter)

 

Delaware

 

1-6948

 

38-1016240

(State or Other Jurisdiction of

 

(Commission File Number)

 

(I.R.S. 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 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

 

On December 3, 2012, SPX Corporation (the “Company” or “we”) issued a press release attached as Exhibit 99.1 hereto and incorporated herein by reference announcing that we have completed the sale of our Service Solutions business to Robert Bosch GmbH (the “Buyer”) for a cash price of approximately $1.15 billion, subject to working capital adjustments.

 

In connection with the consummation of the sale, the Company and the Buyer agreed to two non-material amendments to the original Purchase and Sale Agreement, attached hereto as Exhibits 10.2 and 10.3.

 

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Item 9.01.             Financial Statements and Exhibits.

 

Exhibit

 

 

Number

 

Description

 

 

 

10.1

 

Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of January 23, 2012, incorporated herein by reference from our Quarterly Report on Form 10-Q for the period ended March 31, 2012

 

 

 

10.2

 

Amendment No. 1 to Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of October 26, 2012

 

 

 

10.3

 

Amendment No. 2 to Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of November 27, 2012

 

 

 

99.1

 

Press Release issued December 3, 2012, furnished solely pursuant to Item 2.02 of Form 8-K

 

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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:  December 3, 2012

By:

/s/ Jeremy W. Smeltser

 

 

Jeremy W. Smeltser

 

 

Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

10.1

 

Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of January 23, 2012, incorporated herein by reference from our Quarterly Report on Form 10-Q for the period ended March 31, 2012

 

 

 

10.2

 

Amendment No. 1 to Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of October 26, 2012

 

 

 

10.3

 

Amendment No. 2 to Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of November 27, 2012

 

 

 

99.1

 

Press Release issued December 3, 2012, furnished solely pursuant to Item 2.02 of Form 8-K

 

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