Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 2.52M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 48K
3: EX-21.1 Subsidiaries List HTML 46K
4: EX-23.1 Consent of Experts or Counsel HTML 34K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
106: R1 Cover Page HTML 96K
65: R2 Consolidated Statements of Operations HTML 166K
23: R3 Consolidated Statements of Comprehensive Income HTML 67K
93: R4 Consolidated Statements of Comprehensive Income HTML 42K
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105: R5 Consolidated Balance Sheets HTML 151K
63: R6 Consolidated Balance Sheets (Parenthetical) HTML 44K
21: R7 Consolidated Statements of Cash Flows HTML 165K
91: R8 Shareholders' Equity and Long-Term Incentive HTML 298K
Compensation
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103: R10 Shareholders' Equity and Long-Term Incentive HTML 300K
Compensation (Tables)
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Compensation - Income (Loss) Per Share (Details)
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Compensation - Common Stock and Treasury Stock
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Compensation - Long-Term Incentive Compensation
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Compensation - Stock Activity (Details)
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Compensation - AOCI (Details)
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Compensation - Summary of Reclassified Components
of AOCI (Details)
102: R18 Shareholders' Equity and Long-Term Incentive HTML 45K
Compensation - Common Stock in Treasury, Dividends
and Preferred Stock (Details)
89: R19 Quarterly Results (Unaudited) (Details) HTML 138K
29: R20 Consolidated Statements of Equity HTML 110K
43: R21 Consolidated Statements of Equity (Parenthetical) HTML 36K
110: R22 Basis of Presentation and Summary of Significant HTML 66K
Accounting Policies
68: R23 Use of Estimates HTML 108K
32: R24 New Accounting Pronouncements HTML 64K
45: R25 Acquisitions, Discontinued Operations, and Other HTML 109K
Dispositions
112: R26 Revenues from Contracts HTML 259K
70: R27 Leases HTML 188K
33: R28 Information on Reportable and Other Operating HTML 173K
Segments
41: R29 Special Charges, Net HTML 175K
62: R30 Inventories, Net HTML 48K
25: R31 Goodwill and Other Intangible Assets HTML 261K
92: R32 Employee Benefit Plans HTML 434K
109: R33 Income Taxes HTML 169K
61: R34 Indebtedness HTML 140K
24: R35 Derivative Financial Instruments and HTML 46K
Concentrations of Credit Risk
90: R36 Contingent Liabilities and Other Matters HTML 75K
107: R37 Fair Value HTML 84K
64: R38 Basis of Presentation and Summary of Significant HTML 235K
Accounting Policies (Policies)
22: R39 Use of Estimates (Tables) HTML 91K
51: R40 New Accounting Pronouncements (Tables) HTML 96K
40: R41 Acquisitions, Discontinued Operations, and Other HTML 112K
Dispositions (Tables)
72: R42 Revenues from Contracts (Tables) HTML 248K
114: R43 Leases (Tables) HTML 140K
50: R44 Information on Reportable and Other Operating HTML 169K
Segments (Tables)
39: R45 Special Charges, Net (Tables) HTML 132K
71: R46 Inventories, Net (Tables) HTML 49K
113: R47 Goodwill and Other Intangible Assets (Tables) HTML 257K
52: R48 Employee Benefit Plans (Tables) HTML 435K
38: R49 Income Taxes (Tables) HTML 161K
18: R50 Indebtedness (Tables) HTML 118K
59: R51 Fair Value (Tables) HTML 71K
94: R52 Basis of Presentation and Summary of Significant HTML 99K
Accounting Policies (Detail)
79: R53 Basis of Presentation and Summary of Significant HTML 34K
Accounting Policies - Revenue Recognition
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19: R54 Basis of Presentation and Summary of Significant HTML 41K
Accounting Policies - Research and Development
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60: R55 Basis of Presentation and Summary of Significant HTML 47K
Accounting Policies - Property, Plant and
Equipment (Details)
95: R56 Use of Estimates (Details) HTML 43K
80: R57 Use of Estimates - Accrued Expenses (Details) HTML 46K
20: R58 Use of Estimates - Warranty (Details) HTML 55K
58: R59 Use of Estimates - Narrative (Details) HTML 41K
118: R60 New Accounting Pronouncements - Impact of 842 HTML 43K
Adoption (Details)
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35: R62 Acquisitions, Discontinued Operations, and Other HTML 139K
Dispositions - Acquisitions (Details)
47: R63 Acquisitions, Discontinued Operations, and Other HTML 58K
Dispositions - Sale of Blacke Durr Business
(Details)
119: R64 Acquisitions, Discontinued Operations, and Other HTML 39K
Dispositions - Other Discontinued Operations
Activity (Details)
75: R65 Acquisitions, Discontinued Operations, and Other HTML 66K
Dispositions - Results of Operations (Details)
36: R66 Revenues from Contracts - Remaining Performance HTML 45K
Obligations (Details)
48: R67 Revenues from Contracts - Narrative (Details) HTML 133K
116: R68 Revenues from Contracts (Details) HTML 184K
78: R69 Revenues from Contracts - Effect of ASC 606 HTML 116K
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85: R70 Leases (Details) HTML 41K
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56: R72 Leases - Supplemental Cash Flow Information HTML 45K
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15: R73 Leases - Supplemental Balance Sheet Information HTML 53K
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84: R74 Leases - Weighted Average Remaining Lease Terms HTML 44K
and Discount Rates (Details)
97: R75 Leases - Future Minimum Payments (Details) HTML 97K
55: R76 Leases - Schedule of Operating Lease Payments as HTML 53K
of Prior Year End (Details)
14: R77 Information on Reportable and Other Operating HTML 182K
Segments (Details)
81: R78 Special Charges, Net (Details) HTML 94K
100: R79 Inventories, Net (Details) HTML 51K
86: R80 Goodwill and Other Intangible Assets (Details) HTML 94K
99: R81 Goodwill and Other Intangible Assets - Schedule of HTML 134K
Intangible Assets (Details)
57: R82 Employee Benefit Plans - Overview (Details) HTML 44K
16: R83 Employee Benefit Plans - Defined Benefit Pension HTML 120K
Plans (Details)
83: R84 Employee Benefit Plans - Estimated Future Benefit HTML 66K
Payments (Details)
96: R85 Employee Benefit Plans - Obligations and Funded HTML 136K
Status (Details)
54: R86 Employee Benefit Plans - Net Periodic Expense HTML 93K
(Income) and Additional Information (Details)
13: R87 Employee Benefit Plans - Postretirement Benefit HTML 122K
Plans (Details)
82: R88 Employee Benefit Plans - Defined Contribution HTML 47K
Retirement Plans (Details)
101: R89 Income Taxes (Details) HTML 161K
117: R90 Income Taxes - Narrative (Details) HTML 104K
73: R91 Income Taxes - Schedule of Unrecognized Tax HTML 54K
Benefits (Details)
34: R92 Indebtedness (Details) HTML 132K
46: R93 Indebtedness - Senior Credit Facilities (Details) HTML 62K
120: R94 Indebtedness - Consolidated Leverage Ratio HTML 85K
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76: R95 Indebtedness - Senior Debt Prior Term Loan HTML 111K
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37: R96 Derivative Financial Instruments and HTML 67K
Concentrations of Credit Risk (Details)
49: R97 Contingent Liabilities and Other Matters - General HTML 75K
(Details)
115: R98 Contingent Liabilities and Other Matters - Large HTML 101K
Power Projects in South Africa (Details)
77: R99 Contingent Liabilities and Other Matters - HTML 73K
Noncontrolling Interest in South African
Subsidiary (Details)
44: R100 Contingent Liabilities and Other Matters - HTML 39K
Environmental Matters (Details)
31: R101 Contingent Liabilities and Other Matters - HTML 37K
Executive Agreements (Details)
69: R102 Fair Value (Details) HTML 67K
111: R103 Fair Value - Schedule of Fair Value Assets and HTML 55K
Liabilities (Details)
30: XML IDEA XML File -- Filing Summary XML 223K
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42: ZIP XBRL Zipped Folder -- 0000088205-20-000008-xbrl Zip 839K
‘EX-4.1’ — Instrument Defining the Rights of Security Holders
The following summarizes the material terms of the capital stock of SPX Corporation (“SPX,”“our Company,”“we” or “us”). SPX is a corporation incorporated under the laws of the State of Delaware, and accordingly its internal corporate affairs are governed by Delaware law and by its Restated Certificate
of Incorporation, as amended (our “Certificate of Incorporation”) and its By-laws, as amended (our “By-Laws”), which are filed as exhibits to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and available at www.sec.gov. The following summary is qualified in its entirety by reference to the applicable provisions of Delaware law and our Certificate of Incorporation and By-laws, which are subject to future amendment in accordance with the provisions thereof. Our common stock
is the only class of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Authorized Capital Stock
Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 3,000,000 shares of preferred stock, without par value, of which 500,000 shares have been designated as Series A Preferred Stock. The number of shares of our common stock issued and outstanding as of a recent date is set forth on the cover page of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. As of the same date, we had no issued and outstanding shares of preferred stock.
Common Stock
The
holders of our common stock are entitled to have dividends declared in cash, property, or other securities out of any of our net profits or net assets legally available therefor as and when declared by our Board of Directors. In the event of the liquidation or dissolution of our business, the holders of common stock will be entitled to receive ratably the balance of net assets available for distribution after payment of any liquidation or distribution preference payable with respect to any then outstanding shares of our preferred stock. Each share of common stock is entitled to one vote with respect to matters brought before the stockholders, except for the election of any directors who may be elected by vote of any outstanding shares of preferred stock voting as a class.
The payment of any dividends on our common stock is subject to the discretion of our Board of Directors. Any determination
to pay any dividends on our common stock is subject to consideration of our financial performance and on-going capital needs, our ability to declare and pay dividends under the terms of our credit agreements and any indentures governing our debt securities, and other factors deemed relevant.
Preferred Stock
The rights and privileges of our common stock may be subordinate to the rights and preferences of any of our preferred stock. Under our Certificate of Incorporation and subject to the limitations prescribed by law, our Board of Directors, without stockholder approval, may issue our preferred stock in one or more series, and may establish prior
to issuance the number of shares to be included in such series and may fix the designation, powers, privileges, preferences and relative participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof, except that such shares shall not have more than one vote per share. For so long as no shares of Series A Preferred Stock are outstanding, our Board of Directors, without stockholder approval, may amended the designation of such series to change the number of shares to be included in such series and alter the designation, powers, privileges, preferences and relative participating, optional or other rights of the shares of such series and any qualifications, limitations or restrictions thereof.
All shares of any series of preferred stock, as between themselves, are to rank equally and be identical; and all series
of preferred stock, as between themselves, are to rank equally and are identical except as set forth in resolutions adopted by our Board of Directors in authorizing the issuance of a particular series.
Certain
provisions of Delaware law, our Certificate of Incorporation and our By-Laws may have the effect of delaying, deferring or discouraging another person from acquiring control of our Company, including takeover attempts that might result in a premium over the market price for the shares of common stock. These provisions are summarized below.
Delaware Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating certain corporate takeover transactions. In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time that the person became an interested stockholder, unless:
•before the person became an “interested stockholder,” the board of directors of the corporation approved the transaction in which the “interested stockholder” became an “interested stockholder” or approved the business combination;
•upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of the voting stock of the corporation that was outstanding at the time the transaction commenced. For purposes of determining the number of shares outstanding,
shares owned by directors who are also officers of the corporation and shares owned by employee stock plans, in specified instances, are excluded; or
•at or after the time the person became an “interested stockholder,” the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the “interested stockholder.”
A “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an “interested stockholder,” transactions with an “interested
stockholder” involving the assets or stock of the corporation or any majority-owned subsidiary, transactions which increase an “interested stockholder’s” percentage ownership of stock of the corporation or any majority-owned subsidiary, and receipt of various financial benefits from the corporation or any majority-owned subsidiary. In general, an “interested stockholder” is defined as any person or entity that is the beneficial owner of at least 15% of a corporation’s outstanding voting stock or is an affiliate or associate of the corporation and was the beneficial owner of 15% or more of the outstanding voting stock of the corporation at any time within the past three years.
A Delaware corporation may opt out of this provision with an express provision in its original certificate of incorporation
or an express provision in its certificate of incorporation or by-laws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. SPX has not opted out of this provision. The statute could prohibit or delay mergers or other takeover or change-in-control attempts and, accordingly, may discourage attempts to acquire us.
•provide for a classified Board of Directors, with directors serving staggered three-year terms, so that it would take three successive annual meetings to replace all directors;
•require that a director may be removed only for cause and only upon the affirmative vote of holders of 80% of the outstanding shares of common stock (together with any other class of our outstanding voting stock voting together as a single class);
•provide
that vacancies on our Board of Directors, including vacancies resulting from an increase in the size of our Board of Directors, may be filled only by our Board of Directors;
•permit our Board of Directors to issue, without stockholder approval, preferred stock with such terms as our Board of Directors may determine
•prohibit stockholder action through written consents;
•require that special meetings of stockholders be called only by our Chairman, President and Chief Executive Officer or our Board of Directors;
•include advance-notice requirements for stockholder
proposals for a stockholder vote at, and for stockholder nominations for the election of directors at, annual meetings of the stockholders; and
•require the affirmative vote of holders of 80% of the outstanding shares of common stock (together with any other class of our outstanding voting stock voting together as a single class) to approve certain business combinations involving an “Affiliate” of our Company, any person who beneficially owns, or within the prior two years beneficially owned, directly or indirectly, voting shares of our capital stock having more than 10% of the voting power of our outstanding voting stock, or any assignee of voting shares that had been held by such a beneficial owner (other than a purchaser of such shares in a public offering), unless such business
combination transaction satisfies specified price and procedural requirements or is approved by two-thirds of the “Continuing Directors” of our Company (as such terms are defined in our Certificate of Incorporation);
•permit our Board of Directors, in determining whether an “acquisition proposal” for our Company is in the best interests of our Company and our stockholders, to consider all factors it deems relevant including, without limitation, social, legal and economic effects upon employees, suppliers, customers and
on the communities in which our Company is located, as well as on the long-term business prospects of our Company; and
•require the affirmative vote of holders of 80% of the outstanding shares of common stock (together with any other class of our outstanding voting stock voting together as a single class) to amend, alter or repeal provisions of the Certificate of Incorporation and the By-laws prohibiting stockholder action by written consent, the quorum requirements for stockholder meetings, establishing the means for calling special
meetings of the stockholders, providing for the number, term, election and removal of directors and the filling of director vacancies, and providing for the supermajority stockholder approval requirement for certain business combination transactions involving substantial stockholders.
These provisions of our Certificate of Incorporation and By-laws could prohibit or delay mergers or other takeover or change-in-control attempts and, accordingly, may discourage attempts to acquire us.
Transfer Agent
The transfer agent and registrar of our common stock is
Computershare.
