As Filed with the Securities and Exchange Commission on
May 13, 1996
Registration No. 333-
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)
EATON CORPORATION SHARE PURCHASE AND INVESTMENT PLAN
(Full Title of 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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Continuation of facing page
CALCULATION OF REGISTRATION FEE
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
Common Shares
with a par value
of $.50 each 5,000,000 N/A $299,375,000 $103,232.75
Plan
Participations(2) Indeterminate N/A N/A
(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 $59.875 per share
on May 6, 1996.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, the registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
<PAGE>
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 Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1996.
(c) The Company's report on Form 11-K dated June 23, 1995 for the
Eaton Corporation Share Purchase and Investment 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.
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 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
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.
Also, Section 12.5 of the Plan provides that each member of the
Committee and Investment Committee, consisting of officers of the
Company, and other employees, shall be indemnified by the Company
against all liabilities arising out of his or her service on such
Committees or any act or failure to act in good faith with respect to
the Plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See Exhibit Index 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 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
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 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 10th day of May, 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
Stephen R. Hardis Officer; Principal Executive
Officer; Director
* President and Chief Operating
Alexander M. Cutler Officer; Director
* Vice President and Chief
Adrian T. Dillon Financial and Planning
Officer; Principal Financial
Officer
* Vice President - Accounting;
Ronald L. Leach Principal Accounting Officer
* 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 May 10, 1996
David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
Signing in the capacities indicated
<PAGE>
PLAN SIGNATURE
The Plan - Pursuant to the requirements of the Securities
Act of 1933, the Eaton Corporation Share Purchase and Investment
Plan 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 May, 1996.
EATON CORPORATION SHARE PURCHASE
AND INVESTMENT PLAN
By /s/ S. J. Cook
S. J. Cook, Chairperson
of the Corporate Compensation
Committee
<PAGE>
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.
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.
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Page S-8
EXHIBIT 5
May 10, 1996
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement --Eaton
Corporation Share Purchase and Investment 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 5,000,000 Eaton common
shares with a par value of $.50 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 approximately 77,800,000 Common Shares were issued and
outstanding as of April 30, 1996. 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
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 Eaton
Corporation Share Purchase and Investment Plan of our reports (a)
dated January 22, 1996, with respect to the consolidated
financial statements of Eaton Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1995, and (b)
dated June 12, 1995, with respect to the financial statements and
schedules of Eaton Corporation Share Purchase and Investment Plan
included in the Plan's Annual Report (Form 11-K) for the year
ended December 30, 1994, both filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
May 13, 1996
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 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 thereto filed with the Securities and
Exchange Commission with respect to 5,000,000 Common Shares of
the Corporation issuable or issued in connection with the Eaton
Corporation Share Purchase and Investment Plan, 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 Cleveland, Ohio this 24th day of April, 1996.
/s/Stephen R. Hardis /s/Alexander M. Cutler
Stephen R. Hardis, Chairman Alexander M. Cutler,
and Chief Executive Officer; President and Chief
Principal Executive Officer; Operating Officer; Director
Director
/s/Adrian T. Dillon
Adrian T. Dillon,
Vice President and Chief
Financial and Planning
Officer; Principal Financial
Officer; Director
Page S-12
/s/Ronald L. Leach /s/John R. Miller
Ronald L. Leach, John R. Miller, Director
Vice President - Accounting;
Principal Accounting Officer
/s/Neil A. Armstrong /s/Furman C. Moseley
Neil A. Armstrong, Director Furman C. Moseley, Director
/s/Phyllis B. Davis /s/Victor A. Pelson
Phyllis B. Davis, Director Victor A. Pelson, Director
/s/Ernie Green /s/A. William Reynolds
Ernie Green, Director A. William Reynolds, Director
/s/Charles E. Hugel /s/Gary L. Tucker
Charles E. Hugel, Director Gary L. Tooker, Director
