SPX Technologies, Inc. — Board/Management Information 2008

Nov 19, 2008

8-K 1 a08-28710_18k.htm 8-K

*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): November 18, 2008

*SPX CORPORATION*

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation) 1-6948 (Commission File Number) 38-1016240 (IRS 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 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))

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*Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year*

On November 17, 2008, SPX Corporation’s (the “Company’s”) Board of Directors amended and restated the Company’s bylaws. The amendments contained in Article II, Sections 1, 2, 8 and 10, and Article III, Section 11:

(i) clarify the difference between Rule 14a-8 stockholder proposals and other stockholder proposals;

(ii) clarify the difference between stockholder proposals for the nomination of directors and stockholder proposals for other business;

(iii) clarify that the only business to be conducted at a special Board meeting is business scheduled by the Board;

(iv) expand information to be included in stockholder proposals and provided by director nominees; and

(v) clarify that the adjournment of a meeting would not commence a new time period for the giving of a stockholder’s notice.

In addition, Article I, Section 2 of the bylaws was amended to update the address of the principal offices of the Company.

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Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed herewith.

Exhibit Number	Description
3.1	Amended and Restated
Bylaws

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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.

/s/ Kevin L. Lilly
Kevin L. Lilly
Senior Vice President, Secretary
and General Counsel

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*EXHIBIT INDEX*

Exhibit Number	Description
3.1	Amended and
Restated Bylaws

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