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<SEC-DOCUMENT>0000895345-04-000900.txt : 20041214
<SEC-HEADER>0000895345-04-000900.hdr.sgml : 20041214
<ACCEPTANCE-DATETIME>20041214122131
ACCESSION NUMBER:		0000895345-04-000900
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041208
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041214
DATE AS OF CHANGE:		20041214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPX CORP
		CENTRAL INDEX KEY:			0000088205
		STANDARD INDUSTRIAL CLASSIFICATION:	METALWORKING MACHINERY & EQUIPMENT [3540]
		IRS NUMBER:				381016240
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06948
		FILM NUMBER:		041200734

	BUSINESS ADDRESS:	
		STREET 1:		13515 BALLANTYNE CORPORATE PLACE
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28277
		BUSINESS PHONE:		704-752-4400

	MAIL ADDRESS:	
		STREET 1:		13515 BALLANTYNE CORPORATE PLACE
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28277

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SEALED POWER CORP
		DATE OF NAME CHANGE:	19880515
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>ad8k2.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                               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 8, 2004


                              SPX CORPORATION

           (Exact name of registrant as specified in its charter)


       DELAWARE                   1-6948                  38-1016240
   (State or other        (Commission File Number)      (I.R.S. Employer
   jurisdiction of                                     Identification No.)
  incorporation or
    organization)

                      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)

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)

[X] 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))

<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
- ------------------------------------------------------

On December 8, 2004, the Board of Directors of SPX Corporation (the
"Company") established the S&P 500 index as an objective benchmark for the
vesting of restricted stock and restricted stock units. The Board will
institute performance thresholds for vesting of restricted stock and
restricted stock units awarded to SPX employees in 2005 and future years.
For any restricted stock granted to the nine-member senior management
group, this vesting will be based on SPX shareholder return versus the S&P
500. The share grant will vest if the Company outperforms the S&P 500 on an
annual basis. In the event that any portion of the share grant does not
vest in any year, SPX shareholder return versus the S&P 500 for the
cumulative periods will serve as the basis for vesting of that unvested
portion. For all other recipients, vesting will be based on the achievement
of either Economic Value Added(R) (EVA) performance targets or SPX
shareholder return versus the S&P 500. The Board believes that providing
employee and officer grants at a fixed number of shares (rather than shares
worth a specified dollar value) aligns their interests with those of all
shareholders, thereby presenting a strong incentive to enhance shareholder
value.

The Board also decided to remove non-employee Directors from its current
EVA-based compensation plan. Beginning on January 1, 2005, non-employee
Directors will receive a flat fee annual retainer of $60,000 and 2,500
shares of phantom equity with a three-year vesting period based on SPX
shareholder return versus the S&P 500. In years in which the Company
outperforms the S&P 500, Directors will receive cash equivalent to the fair
market value of the portion of the phantom equity vesting in that year. In
the event that such portion of phantom equity does not vest in any year,
SPX shareholder return versus the S&P 500 for the cumulative periods will
serve as the basis for vesting of that unvested portion.

On December 10, 2004, the Company issued a press release related to the
events described above. A copy of the press release is attached as Exhibit
99.1 hereto and incorporated herein by reference.

ITEM 1.02.  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
- ----------------------------------------------------------

On December 8, 2004, the following executive officers of the Company
voluntarily surrendered options (the "Options") to purchase the number of
shares of the common stock of the Company set forth below beside each such
officer's name:

<TABLE>
<CAPTION>
                                    Number of Shares                    Exercise Price
Name                         Represented by Surrendered Options        Per Share Range
- ----                         ----------------------------------        ---------------
<S>                                   <C>                               <C>
Robert B. Foreman                       500,000                         $105-$150
Christopher J. Kearney                  500,000                         $105-$150
Patrick J. O'Leary                    1,000,000                         $105-$150
Thomas J. Riordan                       500,000                         $105-$150

</TABLE>

The Company has cancelled the Options and the aforementioned executive
officers have released all rights with respect to the Options and the
following agreements:

     1)   Stock Option Award dated as of August 22, 2000 between SPX
          Corporation and Robert B. Foreman, which was previously filed as
          Exhibit 10(v) on the Company's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 2000.

     2)   Stock Option Award dated as of August 22, 2000 between SPX
          Corporation and Christopher J. Kearney, which was previously
          filed as Exhibit 10(vii) on the Company's Quarterly Report on
          Form 10-Q for the quarter ended September 30, 2000.

     3)   Stock Option Award dated as of August 22, 2000 between SPX
          Corporation and Patrick J. O'Leary, which was previously filed as
          Exhibit 10(xi) on the Company's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 2000.

     4)   Stock Option Award dated as of August 22, 2000 between SPX
          Corporation and Thomas J. Riordan, which was previously filed as
          Exhibit 10(i) on the Company's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 2000.

The Company did not make any payments in connection with the surrender of
the Options. On December 10, 2004, the Company issued a press release
related to the event described above. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
- ---------------------------------------------------------------------
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
- --------------------------------------------

On December 8, 2004, the Company named Michael Reilly, age 40, as Corporate
Controller and Chief Accounting Officer, with responsibility for the
Company's SEC reporting, accounting and compliance. On December 10, 2004,
the Company issued a press release related to this event. A copy of the
press release is attached as Exhibit 99.2 hereto and incorporated herein by
reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
- ---------------------------------------------

The following exhibits are filed herewith:

Exhibit
Number       Description
- ------       -----------

99.1         Press Release issued December 10, 2004 regarding changes in
             compensation and surrender of certain options

99.2         Press Release issued December 10, 2004 regarding appointment
             of Chief Accounting Officer

<PAGE>

                                 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.

                                         SPX CORPORATION


Date:  December 14, 2004                  By: /s/ Patrick J. O'Leary
                                              -------------------------------
                                              Patrick J. O'Leary
                                              Executive Vice President, Chief
                                              Financial Officer and Treasurer

<PAGE>

                               EXHIBIT INDEX

Exhibit
Number      Description
- ------      -----------

99.1        Press Release issued December 10, 2004 regarding changes in
            compensation and surrender of certain options

99.2        Press Release issued December 10, 2004 regarding appointment
            of Chief Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exh99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                               Exhibit 99.1

NEWS RELEASE
                                [Graphic Omitted:  Logo of SPX Corporation]

Contact:   Jeremy W. Smeltser (Investors)
           704-752-4478
           E-mail:  investor@spx.com

           Tina Betlejewski (Media)
           704-752-4454
           E-mail: spx@spx.com


               SPX AMENDS MANAGEMENT RESTRICTED STOCK PROGRAM

   Retains Consulting Firm to Conduct Independent Comprehensive Review of
                           Executive Compensation

               Removes Directors From EVA-Based Compensation

     CHARLOTTE, NC - December 10, 2004 - SPX Corporation (NYSE: SPW) today
announced that its Board of Directors, as part of its continuing review of
the company's compensation plan, has amended SPX's management restricted
stock and director compensation programs.

     The Board has established the S&P 500 index as an objective benchmark
for the vesting of restricted stock. The Board has also retained Watson
Wyatt Worldwide, a leading compensation consulting firm, to conduct an
independent and comprehensive review of the company's compensation program.
The review will commence immediately.

     The Board will institute performance thresholds for vesting of
restricted stock and restricted stock units awarded to SPX employees in
2005 and future years. For the nine-member senior management group, this
vesting will be based on SPX shareholder return versus the S&P 500. The
share grant will vest if the company outperforms the S&P 500 on an annual
basis. In the event the share grant does not vest in any year, SPX
shareholder return versus the S&P 500 for the cumulative periods will serve
as the basis for vesting. For all other recipients, vesting will be based
on the achievement of either Economic Value Added(R) (EVA) performance
targets or SPX shareholder return versus the S&P 500. The Board believes
that providing employee and officer grants at a fixed number of shares
(rather than shares worth a specified dollar value) aligns their interests
with those of all shareholders, thereby presenting a strong incentive to
enhance shareholder value.

     The Board has also decided to remove Directors from its current
EVA-based compensation plan. Beginning on January 1, 2005, Directors will
receive a flat fee annual retainer of $60,000 and 2,500 shares of phantom
equity with a three-year vesting period based on SPX shareholder return
versus the S&P 500. In years in which SPX outperforms the S&P 500,
Directors will receive cash equivalent to the fair market value of the
portion of the phantom equity vesting in that year.

     As previously announced, the nine members of the senior management
team will forego any bonus payments for 2004, including payments of
previously earned amounts from EVA bonus banks. In addition, four members
of the SPX management team have elected to voluntarily surrender 2.5
million outstanding "out-of-the-money" stock options granted to them in
August 2000.

     SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.

     Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created thereby.
Please refer to our public filings for a discussion of certain important
factors that relate to forward-looking statements contained in this press
release. The words "believe," "expect," "anticipate," "estimate,"
"guidance," "target" and similar expressions identify forward-looking
statements. Although the company believes that the expectations reflected
in its forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.

     SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.

     SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on December 9, 2004.

                                   # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>exh99_2.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                               Exhibit 99.2

NEWS RELEASE
                                  [Graphic Omitted: Logo of SPX Corporation]

Contact:  Jeremy W. Smeltser (Investors)
          704-752-4478
          E-mail:  investor@spx.com

          Tina Betlejewski (Media)
          704-752-4454
          E-mail: spx@spx.com


               SPX NAMES TWO TO FINANCE LEADERSHIP POSITIONS

     CHARLOTTE, NC - December 10, 2004 - SPX Corporation (NYSE:SPW) today
announced that it has named Michael Reilly as Corporate Controller and
Chief Accounting Officer, with responsibility for the company's SEC
reporting, accounting and compliance. The company also named Jeremy
Smeltser as Director of Corporate Finance. Mr. Smeltser will continue to
lead the company's investor relations efforts and add responsibility for
SPX's global treasury and financial planning activities.

     Mr. Reilly joined SPX Corporation in May 2004 as Assistant Corporate
Controller. Prior to joining SPX, he was Vice President and Controller for
Kyrus Corporation based in Greenville, South Carolina. Previously he was
Director of Corporate Accounting & Analysis with Sterling Diagnostic
Imaging. His background also includes 11 years of public accounting
experience with Deloitte & Touche. Mr. Reilly holds a Bachelor of Business
Administration degree in accounting from Loyola College of Maryland and is
a certified public accountant.

     SPX's Chief Financial Officer, Patrick J. O'Leary said, "Mike has been
a key addition to the team. In September, when we asked Mike to take on the
additional responsibilities as interim controller, he successfully tackled
the challenge. His knowledge and strong leadership are an asset to the team
and will continue to serve SPX well."

     Mr. Smeltser joined SPX in September 2002 as Manager of Financial
Planning and Analysis after working in public accounting for five years,
most recently with Ernst & Young. In June 2003 he became head of the
company's investor relations activities. A graduate of Northern Illinois
University, he holds a Bachelor of Science degree in accounting and is a
certified public accountant.

     "Jeremy has done an outstanding job leading our investor relations
efforts over the past year and a half. His knowledge and experience will be
invaluable as he takes on the additional responsibilities for financial
planning and treasury," said Mr. O'Leary.

     SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.

     SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.

     SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on December 9, 2004.

                                   # # #

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
