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SPW > SEC Filings for SPW > Form 8-K on 1-Nov-2011All Recent SEC Filings

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Form 8-K for SPX CORP


1-Nov-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements an


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 26, 2011, the Board of Directors of SPX Corporation (the "Company") amended and restated the Company's By-Laws to add a new Article VIII, such Article establishing that, unless the Company agrees in writing otherwise, the Court of Chancery of the State of Delaware is the sole and exclusive forum for
(a) any derivative action or proceeding brought on behalf of the Company,
(b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company's Certificate of Incorporation or By-Laws, or (d) any action asserting a claim governed by the internal affairs doctrine.

The foregoing summary of the amended and restated By-Laws is subject to, and qualified in its entirety by, the By-Laws, as amended and restated on October 26, 2011, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed herewith.

Exhibit
Number                                Description

3.1       By-Laws of SPX Corporation, as Amended and Restated October 26, 2011


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