<PAGE> 1
As Filed with the Securities and Exchange Commission on October 12, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
EATON CORPORATION
(Exact name of issuer as specified in its charter)
Ohio 34-0196300
------------------------ --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
Eaton Center, Cleveland, Ohio 44114
(Address of principal executive offices)
_________________
LECTRON PRODUCTS, INC. RETIREMENT SAVINGS PLAN
_________________
E. R. Franklin, Secretary
Eaton Center, Cleveland, Ohio 44114
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (216) 523-4103
_________________
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<TABLE>
Continuation of facing page
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price(1) Fee
<S> <C> <C> <C> <C>
====================================================================================================================================
Common Shares
with a par value 50,000 N/A $2,593,750 $894.33
of $.50 each
====================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee using the average of the high and low prices on
the New York Stock Exchange list of composite transactions of $51 7/8 per share on October 9, 1995.
</TABLE>
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Page S-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the year ended December
31, 1994.
(b) The Company's quarterly report on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
(c) The Company's current report on Form 8-K dated June 5, 1995.
(d) The Company's report on Form 11-K dated October 10, 1995 for the
Lectron Products, Inc. Retirement Savings Plan for the year ended
December 31, 1994.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Paragraph (E) of Section 1701.13 of the Ohio Revised Code grants each
corporation organized under the laws of the State of Ohio, such as Eaton, power
to indemnify its directors, officers and other specified persons. Provisions
relating to indemnification of directors and officers of Eaton and other
specified persons have been adopted pursuant to the Ohio law and are contained
in Article IV, Section 2 of Eaton's Amended Regulations. Under the Amended
Regulations, Eaton shall indemnify any director, officer or other specified
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and Page S-2
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Page S-2
reasonably incurred by him or her by reason of the fact that he is or was such
director, officer or other specified person, to the full extent permitted by
applicable law. The foregoing statement is subject to, and only part of, the
detailed provisions of the Ohio Revised Code and Eaton's Amended Regulations
referred to herein.
The Company has entered into Indemnification Agreements with all of
its officers and directors. The Agreements provide that the Company shall
indemnify such directors or officers to the full extent permitted by law
against expenses actually and reasonably incurred by them in connection with
any claim filed against them by reason of anything done or not done by them in
such capacity. The Agreements also require the Company to maintain director
and officer insurance which is no less favorable to the director and officer
than the insurance in effect on April 27, 1988 (the date of the Agreements),
and to establish and maintain an escrow account of up to $10 million to fund
the Company's obligations under the Agreements, except that the Company is
required to fund the escrow only upon the occurrence of a change of control of
the Company, as defined under the Agreements.
Eaton also maintains insurance coverage for the benefit of directors
and officers with respect to many types of claims that may be made against
them, some of which claims may be in addition to those described in Section 2
of Article IV of the Amended Regulations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See List of Exhibits at page S-7.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent
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Page S-3
post-effective amendment thereof) which,
individually or in the aggregate, represents a
fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
* * * * * *
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities
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Page S-4
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 7
Page S-5
SIGNATURES
THE REGISTRANT -- Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this or her Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of
Ohio, on the 11th day of October, 1995.
EATON CORPORATION
By /s/ G. L. Gherlein
-----------------------------------
G. L. Gherlein
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C>
* Chairman of the Board; October 11,1995
- -----------------------
William E. Butler Director
* Vice Chairman and Chief October 11,1995
- -----------------------
Stephen R. Hardis Executive Officer;
Principal Executive
Officer; Director
* President and Chief Operating October 11,1995
- -----------------------
Alexander M. Culter Officer; Director
* Vice President -- Chief October 11,1995
- -----------------------
Adrian T. Dillon Financial and Planning Officer;
Principal Financial Officer
* Vice President -- Accounting; October 11,1995
- -----------------------
Ronald L. Leach Principal Accounting Officer
* Director October 11,1995
- -----------------------
Neil A. Armstrong
* Director October 11,1995
- -----------------------
Phyllis B. Davis
</TABLE>
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Page S-6
<TABLE>
<S> <C> <C>
* Director October 11,1995
- -----------------------
Ernie Green
* Director October 11,1995
- -----------------------
Charles E. Hugel
* Director October 11,1995
- -----------------------
John R. Miller
* Director October 11,1995
- -----------------------
Furman C. Moseley
* Director October 11,1995
- -----------------------
A. William Reynolds
* Director October 11,1995
- -----------------------
Gary L. Tooker
</TABLE>
*By /s/ DAVID M. O'LOUGHLIN
---------------------------------------
David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated.
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Page S-7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
4(a) Amended Articles of Incorporation of Eaton Corporation filed as
Exhibit 3(i) to Form 8-K report dated May 19, 1994 and incorporated
herein by reference.
4(b) Amended Regulations of Eaton Corporation filed as Exhibit (3) to Form
10-K report for the year ended December 31, 1994 and incorporated
herein by reference.
5 Opinion of G. L. Gherlein, Executive Vice President and General
Counsel, as to the validity of the Common Shares registered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of G. L. Gherlein, Executive Vice President and General
Counsel of Eaton Corporation, is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
24 Power of Attorney.
</TABLE>
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Page S-8
Exhibit 5
October 11, 1995
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement --Lectron
Products,Inc. Retirement Savings Plan ("Plan")
Ladies and Gentlemen:
Eaton Corporation ("Eaton") is filing with the Securities and Exchange
Commission a Registration Statement on Form S-8 (the "Registration Statement")
for the registration, under the Securities Act of 1933, as amended, of 50,000
Eaton common shares with a par value of 50c. each ("Common Shares") to be
issued from time to time under the Plan.
Item 601 of Regulation S-K and the instructions to Form S-8 require that an
opinion of counsel concerning the legality of the securities to be registered
be filed as an exhibit to a Form S-8 registration statement if the securities
are original issue shares. This opinion is provided in satisfaction of that
requirement as it relates to the Registration Statement.
I have examined the following:
A. A copy of Eaton's current Amended Articles of Incorporation and
Amended Regulations.
B. The records of the proceedings incorporating Eaton under the laws
of the State of Ohio, records of other proceedings and public officials
concerning the present status of Eaton as a corporation and records of the
proceedings of Eaton's Board of Directors and shareholders concerning
authorization of Common Shares and approval of the Plan.
I have examined such other records and documents, and obtained such other
information, as I have deemed advisable in order to render this opinion.
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Page S-9
As a result of the foregoing, I am of the opinion that:
(1) Eaton is a corporation validly organized and existing and in good
standing under the laws of the State of Ohio.
(2) Eaton is authorized to issue 300,000,000 Common Shares, of which
77.9 million Common Shares were issued and outstanding as of June 30, 1995.
When issued, the Common Shares which are the subject of the registration
statement will be legally issued, fully paid and non-assessable.
I hereby consent to the use and filing of this opinion in connection with the
Registration Statement.
Very truly yours,
/s/ Gerald L. Gherlein
Gerald L. Gherlein,
Executive Vice President
and General Counsel
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Page S-10
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Lectron Products, Inc. Retirement
Savings Plan of Eaton Corporation of our reports (a) dated January 27, 1995,
with respect to the financial statements of Eaton Corporation included in its
Annual Report on Form 10-K and (b) dated August 18, 1995, with respect to the
financial statements and schedules of the Lectron Products, Inc. Retirement
Savings Plan included in the Plan's Annual Report (Form 11-K) both for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
October 11, 1995
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Page S-11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed hereto
has made, constituted and appointed, and by these presents does make,
constitute and appoint, GERALD L. GHERLEIN, EARL R. FRANKLIN, MARK HENNESSEY,
DAVID M. O'LOUGHLIN OR JANE W. GRISWOLD his or her true and lawful attorney,
for him or her and in his or her name, place and stead to affix, as
attorney-in-fact, his or her signature as Director or Officer or both, as the
case may be, of Eaton Corporation, an Ohio corporation (the "Corporation"), to
a Registration Statement registering under the Securities Act of 1933, as
amended, Common Shares of the Corporation, and participation interests, for
sale to participants under the Lectron Products, Inc. Retirement Savings Plan,
and to any and all amendments to that Registration Statement, giving and
granting unto each such attorney-in-fact full power and authority to do and
perform every act and thing whatsoever necessary to be done in the premises, as
fully as he or she might or could do if personally present, hereby ratifying
and confirming all that each such attorney-in-fact shall lawfully do or cause
to be done by virtue hereof.
This Power of Attorney shall not apply to any registration statement
or amendment filed after December 31, 1996.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Beverly,
Massachusetts, this 28th day of June, 1995.
<TABLE>
<S> <C>
/s/ William E. Butler /s/ Alexander M. Cutler
- --------------------------- ------------------------------
William E. Butler, Chairman Alexander M. Cutler, Executive
and Chief Executive Officer; Vice President and Chief
Principal Executive Officer; Operating Officer--Controls;
Director Director
/s/ John S. Rodewig /s/ Ronald L. Leach
- ----------------------------- ------------------------------
John S. Rodewig, President Ronald L. Leach, Vice
and Chief Operating Officer-- President--Accounting;
Vehicle Components; Director Principal Accounting Officer
/s/ Stephen R. Hardis /s/ Neil A. Armstrong
- ----------------------------- ------------------------------
Stephen R. Hardis, Neil A. Armstrong, Director
Vice Chairman and Chief
Financial and Administrative
Officer; Principal Financial
Officer; Director
</TABLE>
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S-12
<TABLE>
<S> <C>
/s/ Phyllis B. Davis /s/ Furman C. Moseley
- ----------------------------- ------------------------------
Phyllis B. Davis, Director Furman C. Moseley, Director
/s/ Ernie Green /s/ Victor A. Pelson
- ----------------------------- ------------------------------
Ernie Green, Director Victor A. Pelson, Director
/s/ Charles E. Hugel /s/ A. William Reynolds
- ----------------------------- ------------------------------
Charles E. Hugel, Director A. William Reynolds, Director
/s/ John R. Miller /s/ Gary L. Tooker
- ----------------------------- ------------------------------
John R. Miller, Director Gary L. Tooker, Director
</TABLE>
