8-KThe WireRoutine
Company Update
Filed Nov 2, 2022 · 3y ago · Accession 0001104659-22-113989
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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): August 15, 2022
SPX
Technologies, Inc.
(Exact name of registrant
as specified in its charter)
Delaware
(State
or other jurisdiction
of incorporation)
1-6948
(Commission
File Number)
88-3567996
(IRS
Employer
Identification No.)
6325 Ardrey Kell Road, Suite 400
Charlotte ,
North Carolina 28277
(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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, par value $0.01
SPXC
New York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
As previously reported in the Form 8-K of SPX Technologies,
Inc. (the “Company”) filed on August 15, 2022, the Company is the successor registrant pursuant to Rule 12g-3(a) under the
Securities Exchange Act of 1934, as amended, to SPX Corporation (“Legacy SPX”) as a result of the completion on August 15,
2022 of a holding company reorganization (“Holding Company Reorganization”) effected as a merger of Legacy SPX with and into
SPX Merger, LLC, a subsidiary of the Company.
In connection with the Holding Company Reorganization,
the Company assumed (including sponsorship of) the SPX 2019 Stock Compensation Plan (f/k/a the SPX Corporation 2019 Stock Compensation
Plan). The Company is filing as Exhibits 10.1 through 10.5 hereto the form of award agreements under the SPX 2019 Stock Compensation Plan
to be used to evidence certain awards under such plan.
In connection with the Holding Company Reorganization,
certain retirement plans of Legacy SPX were assumed by SPX Enterprises, LLC, a direct wholly owned subsidiary of the Company, and were
amended effective as of August 15, 2022 to reflect such assumption and effect conforming changes. These plans—as amended, the
SPX Supplemental Retirement Plan for Top Management, the SPX Supplemental Retirement Savings Plan, and the SPX Supplemental Individual
Account Retirement Plan—are filed as Exhibits 10.6, 10.7 and 10.8 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1
Form of Time-based Restricted Stock Unit Award Agreement under the
SPX 2019 Stock Compensation Plan
10.2
Form of Cash-Settled Performance Unit Award Agreement under the
SPX 2019 Stock Compensation Plan
10.3
Form of Performance-Based Restricted Stock Unit Award Agreement
under the SPX 2019 Stock Compensation Plan
10.4
Form of Stock Option Award Agreement under the SPX 2019 Stock Compensation
Plan
10.5
Form of Time-Based Restricted Stock Unit Award Agreement for Non-Employee
Directors under the SPX 2019 Stock Compensation Plan
10.6
SPX Supplemental Retirement Plan for Top Management (as amended
and restated effective August 15, 2022)
10.7
SPX Supplemental Retirement Savings Plan (as amended and restated
effective August 15, 2022)
10.8
SPX Supplemental Individual Account Retirement Plan (as amended
and restated effective August 15, 2022)
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
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.
SPX TECHNOLOGIES, INC.
(Registrant)
Date: November 2, 2022
By:
/s/ Michael A. Reilly
Michael A. Reilly
Interim Chief Financial Officer and Treasurer, Chief Accounting Officer and Vice President, Finance
3
Filing details
- Company
- SPX Technologies, Inc.
- Ticker
- SPXC
- CIK
- 88205
- Form type
- 8-K
- Filing date
- Nov 2, 2022
- Report date
- Aug 15, 2022
- Document
- tm2229459d1_8k.htm
- Size
- 2.1 MB