Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 21K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 419K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit HTML 134K
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (980)
474-3700
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))
Forward
Looking Statements
Information set forth in this filing contains financial estimates and other forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in SPX Corporation (“SPX” or the “Company”) filings with the Securities and Exchange Commission (the “SEC”), including the Company's annual reports on Form 10-K, and any amendments thereto, and quarterly reports on Form 10-Q. The Company disclaims any obligation to update or revise statements contained in this filing based on new information or otherwise.
Item 2.01. Completion
of Acquisition or Disposition of Assets.
This Amendment No. 1 amends the Current Report on Form 8-K of the Company filed with the SEC on December 30, 2016 (the “December 8-K”) related to the sale of SPX’s Balcke-Dürr businesses, a group within SPX’s Power Reportable Segment, by certain of SPX’s subsidiaries to a subsidiary of mutares AG. This Form 8-K/A amends the December 8-K to include the financial statements required by Item 9.01 of Form 8-K and to include exhibits under Item 9.01 of this Current Report on Form 8-K/A. The information previously reported in the December 8-K is hereby incorporated by reference
into this Current Report on Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated balance sheet of the Company as of October 1, 2016, and the unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended October 1, 2016 and each of the last three fiscal years
ended December 31, 2015, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.
(d) Exhibits.
Exhibit Number
Description
2.1*
Share Purchase
Agreement, dated as of November 22, 2016, by and among SPX Cooling Technologies Leipzig GmbH, Marley Cooling Tower (Holdings) Limited, and SPX Mauritius Ltd. (collectively, the “Sellers,” and each a “Seller”), and mutares Holding-24 AG (“Purchaser”), and, as parent guarantor, mutares AG
99.1
Unaudited Pro Forma Condensed Consolidated Financial Information.
The
registrant has omitted certain immaterial schedules and exhibits to this exhibit pursuant to the provisions of Regulation S-K, Item 601(b)(2). The registrant will furnish a copy of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
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
hereunto duly authorized.
Share
Purchase Agreement, dated as of November 22, 2016, by and among SPX Cooling Technologies Leipzig GmbH, Marley Cooling Tower (Holdings) Limited, and SPX Mauritius Ltd. (collectively, the “Sellers,” and each a “Seller”), and mutares Holding-24 AG (“Purchaser”), and, as parent guarantor, mutares AG
99.1
Unaudited Pro Forma Condensed Consolidated Financial Information.
The
registrant has omitted certain immaterial schedules and exhibits to this exhibit pursuant to the provisions of Regulation S-K, Item 601(b)(2). The registrant will furnish a copy of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
Dates Referenced Herein and Documents Incorporated by Reference
