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As Filed with the Securities and Exchange Commission on September 16, 1997
Registration 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 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 SAVINGS PLAN FOR CERTAIN
CUTLER-HAMMER REPRESENTED EMPLOYEES
(Full Title of 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)
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(1) Fee
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<S> <C> <C> <C> <C>
Common Shares with a par value
of $.50 each 30,000 N/A $2,782,500 $843.18
Plan
Participations(2) Indeterminate N/A N/A N/A
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Section 6(a) under the Securities Act of 1933, as amended.
(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 Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The contents of Registration Statement No. 33-53521 are incorporated herein
by reference. In addition, 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, 1996.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
(c) The Company's report on Form 11-K dated June 4, 1997 for the Eaton
Corporation Savings Plan for Certain Cutler-Hammer Represented Employees for the
year ended December 31, 1996.
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.
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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 15th day of
September, 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
Adrian T. Dillon Officer; Principal Financial
Officer
* Vice President and Controller;
- ----------------------- Principal Accounting Officer
Billie K. Rawot
* Director
- -----------------------
Neil A. Armstrong
* Director
- -----------------------
Phyllis B. Davis
* Director
- -----------------------
Ernie Green
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* Director
- -----------------------
Ned C. Lautenbach
* 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 September 15, 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 Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented
Employees 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 15th day of September, 1997.
EATON CORPORATION SAVINGS PLAN FOR CERTAIN
CUTLER-HAMMER REPRESENTED EMPLOYEES
By: Eaton Corporation Pension Administration
Committee
By: /s/ S. J. Cook
-------------------------------
S. J. Cook, Chairperson
of the Pension Administration
Committee
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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.
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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EXHIBIT 5
September 15, 1997
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement
Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented
Employees
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 30,000
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. 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
77.3 million Common Shares were issued and outstanding as of June 30, 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 Eaton Corporation Savings Plan for
Certain Cutler-Hammer Represented Employees 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 and (b) dated June 4, 1997, with respect to the
financial statements and schedules of the Eaton Corporation Savings Plan for
Certain Cutler-Hammer Represented Employees included in the Plan's Annual Report
on Form 11-K, both for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
September 15, 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 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 numbers of Common Shares of the Corporation and
related plan participations issuable or issued in connection with the employee
benefit plans listed below 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.
<TABLE>
<CAPTION>
Number of
Common Shares Plan
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<S> <C>
300,000 Eaton Limited U.K. Savings Related Share
Option Scheme
30,000 Cutler-Hammer de Puerto Rico Company
Retirement Savings Plan
30,000 Eaton Corporation Savings Plan for Certain
Cutler-Hammer Represented Employees
</TABLE>
This Power of Attorney shall not apply to any registration statement or
amendment filed after December 31, 1998.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, this 25th day of June, 1997.
<TABLE>
<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;
Principal Executive Officer; Director Director
/s/ Adrian T. Dillon /s/ Billie K. Rawot
- -------------------------------------- ----------------------------------------
Adrian T. Dillon, Executive Vice Billie K. Rawot,
President--Chief Financial and Vice President and Controller;
Planning Officer; Principal Accounting Officer
Principal Financial Officer
/s/ Neil A. Armstrong /a/ Phyllis B. Davis
- -------------------------------------- ----------------------------------------
Neil A. Armstrong, Director Phyllis B. Davis, Director
</TABLE>
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<TABLE>
<S> <C>
/s/ Ernie Green /s/ Ned. C. Lautenbach
- -------------------------------------- ----------------------------------------
Ernie Green, Director Ned C. Lautenbach, 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
</TABLE>
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