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As Filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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AIL SYSTEMS INC. EMPLOYEE INVESTMENT PLAN
(Full title of the plan)
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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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CALCULATION OF REGISTRATION FEE
<TABLE>
<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(2) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
with a par value 35,000 N/A $2,813,125 $852.00
of $.50 each(1)
- ----------------------------------------------------------------------------------------------------------------
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests to be offered and/or sold pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Section 6(a) under the Securities Act of 1933, as amended.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Eaton Corporation (the "Company") 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,
1996.
(b) The Company's quarterly report on Form 10-Q for the quarter ended March
31, 1997.
(c) The Plan's annual report on Form 11-K for the year ended December 30,
1996, filed concurrently herewith.
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 (the "1934 Act"), 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.
The Eaton Common Shares are registered under Section 12 of the
1934 Act and, accordingly, no description is provided hereunder.
Item 5. Interests of Named Experts and Counsel.
G. L. Gherlein, 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 an Indemnification Agreement with each 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
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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 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 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.
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(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.
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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 9th
day of June, 1997.
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
* Executive Vice President--Chief
- -------------------------- Financial and Planning Officer;
Adrian T. Dillon Principal Financial Officer
* Vice President and Controller;
- -------------------------- Principal Accounting Officer
Billie K. Rawot
* Director
- --------------------------
Neil A. Armstrong
* Director
- --------------------------
Phyllis B. Davis
* Director
- --------------------------
Ernie Green
* Director
- --------------------------
John R. Miller
* Director
- --------------------------
Victor A. Pelson
* Director
- --------------------------
A. William Reynolds
* Director
- --------------------------
Gary L. Tooker
*By /s/ DAVID M. O'LOUGHLIN June 9, 1997
---------------------------------------
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
AIL Systems Inc. Employee 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 9th day of June, 1997.
AIL SYSTEMS INC. EMPLOYEE INVESTMENT PLAN
By: /s/ P. D. Comiskey
-------------------------------
P. D. Comiskey
Director - Human Resources
AIL Systems Inc.
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EXHIBIT INDEX
Exhibit
Number
- ------
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.
4(c) Rights Agreement dated as of June 28, 1995 filed as Exhibit
1 to Form 8-K Report dated June 28, 1995 and incorporated
herein by reference.
5 Opinion of G. L. Gherlein, Executive Vice President and General
Counsel, as to the legality of the Eaton 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(a) Power of Attorney.
24(b) Power of Attorney.
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EXHIBIT 5
June 9, 1997
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement
AIL Systems Inc. Employee 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 35,000
Eaton common shares with a par value of 50(cent) 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 such records and documents, and obtained such other information,
as I have deemed advisable in order to render this opinion.
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
77.2 million Common Shares were issued and outstanding as of March 31, 1997.
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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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the AIL Systems Inc. Employee Investment
Plan of Eaton Corporation of our reports (a) dated January 20, 1997, with
respect to the financial statements of Eaton Corporation included in its Annual
Report on Form 10-K for the year ended December 31, 1996, and (b) dated
April 15, 1997, with respect to the financial statements and schedules of the
AIL Systems Employee Investment Plan included in the Plan's Annual Report
on Form 11-K for the year ended December 30, 1996, both filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
June 9, 1997
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EXHIBIT 24(a)
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 all registration
statements and amendments filed with the Securities and Exchange Commission with
respect to 35,000 Common Shares of Corporation issuable or issued in connection
with the AIL Systems Inc. Employee 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, President
and Chief Executive Officer; and Chief Operating Officer;
Principal Executive Officer; Director
Director
/s/ Adrian T. Dillon /s/ Ronald L. Leach
- ------------------------------- ----------------------------------
Adrian T. Dillon, Vice Ronald L. Leach, Vice
President--Chief Financial President--Accounting;
and Planning Officer; Principal Principal Accounting Officer
Financial 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
/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
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EXHIBIT 24(b)
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 all registration
statements and amendments filed with the Securities and Exchange Commission with
respect to 35,000 Common Shares of Corporation issuable or issued in connection
with the AIL Systems Inc. Employee 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 25th day of April, 1997.
/s/ Billie K. Rawot
- ----------------------------------
Billie K. Rawot, Vice President
and Controller--
Principal Accounting Officer
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