<PAGE> 1
As filed with the Securities and Exchange Commission on October 10, 1996.
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
EATON CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-0196300
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Eaton Center, Cleveland, Ohio 44114
(Address of principal executive offices)
Eaton Wauwatosa Union Plan and Trust
(Full title of the plan)
-------------------------
E. R. Franklin, Secretary
Eaton Corporation
Eaton Center, Cleveland, Ohio 44114
(216) 523-4103
(Name, address, and telephone number, including area code, of
agent for service)
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Approximate date of offering hereunder: As soon as practicable after the
effective date of this Registration Statement.
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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<S> <C> <C> <C> <C>
Common Shares,
with a par value
of $.50 each, and
the associated
Rights(1) 25,000(2) N/A $1,500,000(3) $454.55(3)
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) This amount (calculated on the basis of $60 per share, the average of
the high and low prices of Eaton Common Shares included in
NYSE-Composite Transactions report for October 7, 1996) represents the
estimated maximum number of currently outstanding Eaton Common Shares
which could be purchased under the Plan with the estimated $1,500,000
maximum aggregate employee contributions to the Plan covered by this
Registration Statement for the period from October 10, 1996 through
October 10, 2000, inclusive, which will be invested in Eaton Common
Shares.
(3) Estimated maximum aggregate employee contributions during the period
from October 10, 1996 through October 10, 2000, inclusive, which will
be invested in Eaton Common Shares.
</TABLE>
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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, 1995;
(b) The Plan's annual report on Form 11-K for the year ended December 31,
1995, to be filed concurrently with this Registration Statement;
(c) All other reports filed by the Company and the Plan pursuant to Section
13(a) or 15(d) of the 1934 Act since December 31, 1995; and
(d) A description of Eaton Common Shares and the associated Rights set
forth in the Company's Registration Statements under the 1934 Act, as
amended to date, filed with the Commission pursuant to Section 12 of
the 1934 Act.
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.
G. L. Gherlein, Esq., who has passed on the legality of the Eaton Common
Shares covered by this Registration Statement, is Executive Vice President and
General Counsel of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paragraph (E) of Section 1701.13 of the Ohio General Corporation Law grants
corporations 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 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 (the "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
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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, provided 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 Exhibit Index at page 7. The registrant has caused the Plan to be
submitted to the Internal Revenue Service ("IRS") and will cause any amendments
thereto to be submitted to IRS and will cause all changes to be made to the Plan
as required by IRS in order for the Plan to be qualified.
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 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 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; and
(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 each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities
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<PAGE> 4
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 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.
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 10th day of
October, 1996.
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.
Name Title
* Chairman and Chief Executive
----------------- Officer; Principal Executive
Stephen R. Hardis Officer; Director
* President and Chief Operating
------------------- Officer; Director
Alexander M. Cutler
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* Vice President and Chief
------------------ Financial and Planning
Adrian T. Dillon Officer; Principal Financial
Officer
* Vice President - Accounting;
------------------- Principal Accounting Officer
Ronald L. Leach
* Director
-------------------
Neil A. Armstrong
* Director
------------------
Phyllis B. Davis
* Director
------------------
Ernie Green
* Director
------------------
Charles E. Hugel
* Director
------------------
John R. Miller
* Director
-------------------
Furman C. Moseley
* Director
-------------------
Victor A. Pelson
* Director
-------------------
A. William Reynolds
* Director
-------------------
Gary L. Tooker
*By /s/ David M. O'Loughlin October 10, 1996
--------------------------------------
David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated
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PLAN SIGNATURE
The Plan -- Pursuant to the requirements of the Securities Act
of 1933, the Eaton Wauwatosa Union Plan and Trust has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, Ohio, on the 10th day of October,
1996.
EATON WAUWATOSA UNION PLAN AND TRUST
By: Pension Administration Committee
By: /s/ S. J. COOK
-------------------------------
S. J. Cook
Vice President - Human Resources
Eaton Corporation
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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 (a)(3)(a) to
Form 10-K report for the year ended December 31, 1994 and incorporated
herein by reference.
4(c) Rights Agreement, dated as of June 28, 1995, between Eaton Corporation
and Society National Bank, as Rights Agent, filed with the Commission
as Exhibit 1 to Form 8-A dated July 5, 1995 and incorporated herein by
reference.
5 Opinion of G. L. Gherlein, Esq.
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.
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EXHIBIT 5
October 10, 1996
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: EATON CORPORATION FORM S-8 REGISTRATION STATEMENTS
Ladies and Gentlemen:
Eaton Corporation ("Eaton") is filing with the Securities and Exchange
Commission a Registration Statements on Form S-8 (the "Registration Statements")
for the registration, under the Securities Act of 1933, as amended, of Eaton
common shares with a par value of 50(cents) each ("Common Shares") to be issued
from time to time under the following Plans ("Plans"):
(a) Eaton Corporation 401(k) Savings Plan for the Hourly Rate
Employees at Airflex Division.
(b) Eaton Corporation Investment Plan for Hourly Employees of the
Hydraulics Division -- Hutchinson Plant.
(c) Lincoln Plant Share Purchase and Investment Plan and Trust.
(d) Eaton Wauwatosa Union Plan and Trust.
(e) Eaton Winamac Hourly Investment Plan and Trust.
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.
I have examined such other records and documents, and obtained such other
information, as I have deemed advisable in order to render this opinion.
<PAGE> 2
Eaton Corporation
October 10, 1996
Page 2
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) The Common Shares which are the subject of the
Registration Statements are legally issued, fully paid and
non-assessable.
I hereby consent to the use and filing of this opinion in connection with the
Registration Statements.
Very truly yours,
/s/ Gerald L. Gherlein
Gerald L. Gherlein,
Executive Vice President
and General Counsel
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Eaton Wauwatosa Union Plan and Trust
(the "Plan") of (a) our report dated January 22, 1996, with respect to the
consolidated financial statements of Eaton Corporation included in its Annual
Report on Form 10-K for the year ended December 31, 1995, filed with the
Securities and Exchange Commission, and (b) our report dated July 1, 1996, with
respect to the financial statements and schedules of the Plan included in the
Plan's Annual Report on Form 11-K for the year ended December 31, 1995, to be
filed concurrently with this Registration Statement on Form S-8.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Cleveland, Ohio
October 9, 1996
<PAGE> 1
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 does hereby 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 any and all
registration statements and amendments filed with the Securities and Exchange
Commission with respect to Common Shares of the Corporation issuable or issued
in connection with the following employee plans:
Eaton Corporation 401(k) Savings Plan for the Hourly
Rate Employees at Airflex Division
Eaton Corporation Winamac Hourly Investment Plan and
Trust
Eaton Corporation Investment Plan for Hourly Employees
of the Hydraulics Division Hutchinson Plant
Eaton Corporation Lincoln Plant Share Purchase and
Investment Plan and Trust
Eaton Corporation Wauwatosa Union Plan and Trust
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, 1997.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Asheville, North Carolina, this 24th day of September, 1996.
<TABLE>
<CAPTION>
<S> <C>
/s/ STEPHEN R. HARDIS /s/ ALEXANDER M. CUTLER
- ------------------------------------- -------------------------------------
Stephen R. Hardis, Chairman and Chief Alexander M. Cutler, President
Executive Officer; and Chief Operating Officer; Director
Principal Executive Officer; Director
/s/ ADRIAN T. DILLON /s/ RONALD L. LEACH
- ------------------------------------- -------------------------------------
Adrian T. Dillon, Vice President-- Ronald L. Leach,
Chief Financial and Planning Officer; Vice President--Accounting;
Principal Financial Officer Principal Accounting Officer
/s/ NEIL A. ARMSTRONG /S/ PHYLLIS B. DAVIS
- ------------------------------------- -------------------------------------
Neil A. Armstrong, Director Phyllis B. Davis, Director
/s/ ERNIE GREEN /s/ CHARLES E. HUGEL
- ------------------------------------- -------------------------------------
Ernie Green, Director Charles E. Hugel, Director
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
/S/ JOHN R. MILLER /S/ FURMAN C. MOSELEY
- ------------------------------------- -------------------------------------
John R. Miller, Director Furman C. Moseley, Director
/S/ VICTOR A. PELSON /S/ A. WILLIAM REYNOLDS
- ------------------------------------- -------------------------------------
Victor A. Pelson, Director A. William Reynolds, Director
/S/ GARY L. TOOKER
- -------------------------------------
Gary L. Tooker, Director
</TABLE>
