SPX Technologies, Inc. — Interim / Quarterly Report 2003

Aug 4, 2003

10-Q/A 1 d10qa.htm SPX CORPORATION SPX Corporation

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A-1

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __ to ___

Commission File Number 1-6948

SPX CORPORATION (Exact Name of Registrant as Specified in its Charter)

Delaware	38-1016240
(State of Incorporation)	(I.R.S. Employer Identification No.)

13515 Ballantyne Corporate Place, Charlotte, North Carolina 28277 (Address of Principal Executive Office)

Registrant’s Telephone Number including Area Code (704) 752-4400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x Yes o No

Common shares outstanding July 25, 2003 76,593,941

This amendment is being filed solely to correct an EDGAR-tagging error. In our original filing on July 28, 2003, our third-party filing agent inadvertently tagged as Exhibits 99.1 and 99.2 what should have been tagged as Exhibits 31.1 and 32.1, respectively.

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PART II – OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits

| 2.1 | — | Merger Agreement, dated March 10, 2001 between SPX Corporation and United Dominion Industries Limited, incorporated herein by reference from our Current Report on Form 8-K filed
on March 15, 2001 (file no. 1-6948). |
| --- | --- | --- |
| 3.1 | — | Restated Certificate of Incorporation, as amended, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (file no.
1-6948). |
| 3.2 | — | Amended and Restated By-Laws, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (file no. 1-6948). |
| 4.1 | — | Indenture between SPX Corporation and The Chase Manhattan Bank, dated as of February 6, 2001, incorporated herein by reference from our Form S-3 Registration Statement (No.
333-56364) filed on February 28, 2001. |
| 4.2 | — | Form of Liquid Yield Option (TM) Note due 2021 (Zero Coupon-Senior), incorporated herein by reference from our Form S-3 Registration Statement (No. 333-56364) filed on February
28, 2001. |
| 4.3 | — | Registration Rights Agreement dated as of February 6, 2001, by and between SPX Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
incorporated herein by reference from our Form S-3 Registration Statement (No. 333-56364) filed on February 28, 2001. |
| 4.4 | — | Rights Agreement, dated as of June 25, 1996 between SPX Corporation and The Bank of New York, as Rights Agent, relating to Rights to purchase preferred stock under certain
circumstances, incorporated herein by reference from our Registration Statement on Form 8-A filed on June 26, 1996 (file no. 1-6948). |
| 4.5 | — | Amendment No. 1 to Rights Agreement, effective October 22, 1997, between SPX Corporation and The Bank of New York, incorporated herein by reference from our Registration
Statement on Form 8-A filed on January 9, 1998 (file no. 1-6948). |
| 4.6 | — | Indenture between SPX Corporation and The Chase Manhattan Bank, dated as of May 9, 2001, incorporated herein by reference from our Form S-3 Registration Statement (No.
333-68648) filed on August 29, 2001. |
| 4.7 | — | Form of Liquid Yield Option(TM) Note due 2021 (Zero Coupon-Senior), incorporated herein by reference from our Form S-3 Registration Statement (No. 333-68648) filed on August 29,
2001. |
| 4.8 | — | Registration Rights Agreement dated as of May 9, 2001, by and between SPX Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
incorporated herein by reference from our Form S-3 Registration Statement (No. 333-68648) filed on August 29, 2001. |
| 4.9 | — | Form of Senior Indenture, incorporated herein by reference from our Form S-3 Registration Statement (No. 333-68652) filed on August 29, 2001. |
| 4.10 | — | Form of Subordinated Indenture, incorporated herein by reference from our Form S-3 Registration Statement (No. 333-68652) filed on August 29, 2001. |

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4.11	—	Form of Debt Security, incorporated herein by reference from our Form S-3 Registration Statement (No. 333-68652) filed on August 29, 2001.
4.12	—	Registration Agreement, dated as of April 23, 1987, among GCA Corporation, the banks and insurance companies set forth therein and Carl Zeiss, Inc., incorporated herein by
reference from our Form S-3 Registration Statement (No. 333-76978) filed on January 18, 2002.
4.13	—	Registration Agreement, dated as of September 1, 1987, between GCA Corporation and Carl Zeiss, Inc., incorporated herein by reference from our Form S-3 Registration Statement
(No. 333-76978) filed on January 18, 2002.
4.14	—	Amendment No. 2 to Rights Agreement dated as of June 26, 2002, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (file
no. 1-6948).
4.15	—	Indenture between SPX Corporation and JPMorgan Chase Bank, as Trustee, dated as of December 27, 2002, incorporated herein by reference from our Current Report on Form 8-K filed
on January 3, 2003 (file no. 1-6948).
4.16	—	First Supplemental Indenture between SPX Corporation and JPMorgan Chase Bank, as Trustee, dated as of December 27, 2002, incorporated herein by reference from our Current Report
on Form 8-K filed on January 3, 2003 (file no. 1-6948).
4.17	—	Second Supplemental Indenture between SPX Corporation and JPMorgan Chase Bank, as Trustee, dated as of June 16, 2003, incorporated herein by reference from our Current Report on
Form 8-K filed on June 18, 2003 (file no. 1-6948).
4.18	—	Copies of the instruments with respect to our other long-term debt are available to the Securities and Exchange Commission upon request.
31.1	—	Rule 13a-14(a) Certifications
32.1	—	Section 1350 Certifications

(b) Reports on Form 8-K

On April 22, 2003, we filed a Form 8-K containing our press release dated April 22, 2003. This press release contained our first quarter 2003 earnings information.

On June 4, 2003, we filed a Form 8-K containing a press release announcing that updated versions of “Investor Presentation” and “Frequently Asked Questions” are currently available on our Internet homepage.

On June 10, 2003, we filed a Form 8-K containing an underwriting agreement dated as of June 5, 2003 with J.P. Morgan Securities Inc. as representative of the underwriters named therein for the sale of $300.0 of our 6.25% senior notes due June 15, 2011.

On June 18, 2003, we filed a Form 8-K containing the indenture governing our 6.25% senior notes due June 15, 2011 that were issued pursuant to our registration statement on Form S-3.

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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 thereunto duly authorized.

Date: August 4, 2003	S PX C ORPORATION (Registrant) — By	/s/ J OHN B. B LYSTONE
		John B. Blystone Chairman, President and Chief Executive Officer
Date: August 4, 2003	By	/s/ P ATRICK J. O’L EARY
		Patrick J. O’Leary Vice President Finance, Treasurer and Chief Financial Officer
Date: August 4, 2003	By	/s/ R ONALD L. W INOWIECKI
		Ronald L. Winowiecki Corporate Controller and Chief Accounting Officer

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INDEX TO EXHIBITS

Item No.	Description
31.1	— Rule 13a - 14(a) Certifications
32.2	— Section 1350 Certifications

For exhibits not filed herewith, see Item 6 for exhibits incorporated by reference.

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