SPX Technologies, Inc. — Capital/Financing Update 2012

Dec 3, 2012

8-K 1 a12-28417_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): 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))

SEQ.=1,FOLIO='',FILE='C:\JMS\107310\12-28417-1\task5692656\28417-1-ba.htm',USER='107310',CD='Dec 1 23:59 2012'

*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.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\107310\12-28417-1\task5692656\28417-1-ba.htm',USER='107310',CD='Dec 1 23:59 2012'

*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

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\107310\12-28417-1\task5692656\28417-1-ba.htm',USER='107310',CD='Dec 1 23:59 2012'

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/ Jeremy W. Smeltser
Jeremy W. Smeltser
Vice President and Chief Financial Officer

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\107310\12-28417-1\task5692656\28417-1-ba.htm',USER='107310',CD='Dec 1 23:59 2012'

*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

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\107310\12-28417-1\task5692656\28417-1-ba.htm',USER='107310',CD='Dec 1 23:59 2012'