SPX Technologies, Inc. — Interim / Quarterly Report 2009

Aug 12, 2009

10-Q/A 1 a09-19304_110qa.htm 10-Q/A

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 10-Q/A*

*Amendment No. 1*

*(Mark One)*

| x | QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
| --- | --- |
| For the
quarterly period ended June 27, 2009 | |
| o | 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 or Other Jurisdiction of Incorporation or Organization)	(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

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x	Accelerated Filer o
Non-Accelerated
Filer o	Smaller
Reporting Company o
(Do not check if
a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Common shares outstanding July 27, 2009 49,082,452

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Explanatory Note: This amendment is being filed in accordance with Rule 405(a)(2)(ii) of Regulation S-T solely to furnish, but not file, the Interactive Data File included as Exhibit 101.1 hereto. Pursuant to Rule 406T of Regulation S-T, such Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934 or section 34(b) of the Investment Company Act of 1940, and otherwise is not subject to liability under these sections.

This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, and does not modify or update in any way disclosures made in, or reflect subsequent events occurring after the filing date of, the Form 10-Q.

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*PART II—OTHER INFORMATION*

*ITEM 6. Exhibits*

| 10.1† | SPX Corporation Supplemental Retirement Plan for Top Management, as
amended and restated April 22, 2009 |
| --- | --- |
| 10.2† | Employment Agreement between SPX Corporation and Jeremy W. Smeltser |
| 10.3† | Employment Agreement between SPX Corporation and J. Michael Whitted |
| 10.4† | Employment Agreement between SPX Corporation and Drew T. Ladau |
| 10.5† | Change of Control Agreement between SPX Corporation and Jeremy W.
Smeltser |
| 10.6† | Change of Control Agreement between SPX Corporation and J. Michael
Whitted |
| 10.7† | Amendment to Change of Control Agreement between SPX Corporation and
J. Michael Whitted |
| 10.8† | Change of Control Agreement between SPX Corporation and Drew T. Ladau |
| 11.1† | Statement regarding computation of earnings per share. See condensed
consolidated statements of operations, page 2 of this Form 10-Q. |
| 31.1† | Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
| 31.2† | Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
| 32.1† | Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
| 101.1 | SPX Corporation financial information from its Form 10-Q for the quarterly period ended
June 27, 2009, formatted in XBRL, including: (i) Condensed
Consolidated Statements of Operations for the three and six months ended
June 27, 2009 and June 28, 2008; (ii) Condensed Consolidated
Balance Sheets at June 27, 2009 and December 31, 2008;
(iii) Condensed Consolidated Statements of Cash Flows for the three and
six months ended June 27, 2009 and June 28, 2008; and
(iv) Notes to Consolidated Financial Statements, tagged as blocks of
text. |

• Denotes management contract or compensatory plan or arrangement

† Previously filed

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.

		SPX CORPORATION
		(Registrant)
Date: August 12, 2009	By	/s/ Christopher J. Kearney
		President and Chief Executive Officer
Date: August 12, 2009	By	/s/ Patrick J. O’Leary
		Executive Vice President, Treasurer and Chief
Financial Officer

4

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*INDEX TO EXHIBITS*

| 10.1† | SPX Corporation Supplemental Retirement Plan for Top Management, as
amended and restated April 22, 2009 |
| --- | --- |
| 10.2† | Employment Agreement between SPX Corporation and Jeremy W. Smeltser |
| 10.3† | Employment Agreement between SPX Corporation and J. Michael Whitted |
| 10.4† | Employment Agreement between SPX Corporation and Drew T. Ladau |
| 10.5† | Change of Control Agreement between SPX Corporation and Jeremy W.
Smeltser |
| 10.6† | Change of Control Agreement between SPX Corporation and J. Michael
Whitted |
| 10.7† | Amendment to Change of Control Agreement between SPX Corporation and
J. Michael Whitted |
| 10.8† | Change of Control Agreement between SPX Corporation and Drew T. Ladau |
| 11.1† | Statement regarding computation of earnings per share. See condensed
consolidated statements of operations, page 2 of this Form 10-Q. |
| 31.1† | Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
| 31.2† | Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
| 32.1† | Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
| 101.1 | SPX Corporation financial information from its Form 10-Q for the quarterly period ended
June 27, 2009, formatted in XBRL, including: (i) Condensed
Consolidated Statements of Operations for the three and six months ended
June 27, 2009 and June 28, 2008; (ii) Condensed Consolidated
Balance Sheets at June 27, 2009 and December 31, 2008;
(iii) Condensed Consolidated Statements of Cash Flows for the three and
six months ended June 27, 2009 and June 28, 2008; and
(iv) Notes to Consolidated Financial Statements, tagged as blocks of
text. |

• Denotes management contract or compensatory plan or arrangement

† Previously filed

5

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