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As filed with the Securities and Exchange Commission on March 18, 1997.
Registration Statement 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 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 Non-Employee Director Fee Deferral Plan
(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)
--------------
Approximate date of offering hereunder: As soon as practicable after the
effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
with a par value
of $.50 each, 30,000 shs. $ 73.07 (1) $ 2,192,100 (1) $ 664.27 (1)
and the associated
Rights (1)
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Section 6(a) under the Securities Act of 1933, as amended.
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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, 1995;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act") since December 31, 1995; and
(c) A description of the Common Shares, with a par value of $.50 each, of
the Company ("Eaton Common Shares") set forth in the Company's
Registration Statement 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 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.
--------------------------------------
Not applicable.
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
the Company, power to indemnify its directors, officers and other specified
persons. Provisions relating to indemnification of directors and officers of the
Company and other specified persons have been adopted pursuant to the Ohio law
and are contained in Article IV, Section 2 of the Company's Amended Regulations.
Under the Amended Regulations, the Company 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
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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.
The Company 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.
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, as amended (the "1933 Act");
(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 1934 Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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 1933 Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d)
of the 1934 Act (and each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the 1934 Act) 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.
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* * * * * *
(h) Insofar as indemnification for liabilities arising under the 1933
Act 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
Pursuant to the requirements of the 1933 Act, 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 18th day of March,
1997.
EATON CORPORATION
By /s/ G.L. Gherlein
-----------------------------
G. L. Gherlein, Executive Vice
President and General Counsel
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title
/s/ Stephen R. Hardis Chairman and Chief Executive Officer;
- ------------------------------ Principal Executive Officer; Director
Stephen R. Hardis
/s/ Alexander M. Cutler President and Chief Operating Officer;
- ------------------------------ Director
Alexander M. Cutler
/s/ Adrian T. Dillon Vice President and Chief Financial and
- ------------------------------ Planning Officer; Principal Financial
Adrian T. Dillon Officer; Director
/s/ Ronald L. Leach Vice President - Accounting; Principal
- ------------------------------ Accounting Officer
Ronald L. Leach
/s/ Neil A. Armstrong Director
- ------------------------------
Neil A. Armstrong
/s/ Phyllis B. Davis Director
- ------------------------------
Phyllis B. Davis
/s/ Ernie Green Director
- ------------------------------
Ernie Green
/s/ Charles E. Hugel Director
- ------------------------------
Charles E. Hugel
/s/ John R. Miller Director
- ------------------------------
John R. Miller
/s/ Victor A. Pelson Director
- ------------------------------
Victor A. Pelson
/s/ A. William Reynolds Director
- ------------------------------
A. William Reynolds
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/s/ Gary L. Tooker Director
- ------------------------------
Gary L. Tooker
*By /s/ David M. O'Loughlin March 18, 1997
--------------------------------------
David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
Signing in the capacities indicated
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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.
23(a) Consent of Ernst & Young LLP.
24 Power of Attorney.
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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 registration of 30,000 Common Shares
for the Eaton Non-Employee Director Fee Deferral Plan and the related
Prospectus documents of 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.
ERNST & YOUNG LLP
Cleveland, Ohio
March 17, 1997
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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 30,000 Common Shares of the
Corporation issuable or issued in connection with the Eaton Non-Employee
Director Fee Deferral 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 26th day of February, 1997.
/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
/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
- -------------------------------
Neil A. Armstrong, 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
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/s/ Charles E. Hugel /s/ Gary L. Tooker
- ------------------------------- -------------------------------------
Charles E. Hugel, Director Gary L. Tooker, Director
11
