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As Filed with the Securities and Exchange Commission on August 27, 1998
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
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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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1998 STOCK PLAN
(Full Title of 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>
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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(1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
with a par value
of $.50 each 4,000,000 N/A $244,750,000 $72,201.25
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</TABLE>
(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 $61.1875 per share on August 24, 1998.
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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, 1997.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
(c) The Company's current reports on Form 8-K dated February 3, 1998 and
April 2, 1998.
(d) The 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 Securities Exchange Act of 1934, as
amended to date ("Act"), filed with the Commission pursuant to
Section 12(b) of the Act, and the description of the associated Rights
contained in the Company's Registration Statement on Form 8-A filed on
July 5, 1995 registering such Rights under Section 12(b) of the Act.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the 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.
Not applicable.
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
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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.
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
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(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
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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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio,
on the 27th day of August, 1998.
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.
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<CAPTION>
Name Title Date
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<S> <C> <C>
* Chairman and Chief Executive August 27, 1998
- ------------------------------ 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
</TABLE>
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* Director
- ------------------------------
Ernie Green
* 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
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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
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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)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 between Eaton
Corporation and Society National Bank, as Rights Agent,
filed as Exhibit 1 to Form 8-A filed on July 5, 1995 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
August 27, 1998
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement --
1998 Stock 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 4,000,000
Eaton 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.
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 71.4 million Common Shares were issued and outstanding as
of June 30, 1998. 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/ G. L. Gherlein
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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 (Form S-8) pertaining to the 1998 Stock Plan of Eaton Corporation for
the registration of 4,000,000 Common Shares of our report dated January 19,
1998, with respect to the consolidated financial statements of Eaton Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
August 26, 1998
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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 any amendments thereto filed with the Securities and
Exchange Commission registering 4,000,000 Common Shares of the Corporation to be
issued in connection with the 1998 Stock Plan of the Corporation, 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, 1999.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, this 22nd day of July, 1998.
/s/ Stephen R. Hardis /s/ Alexander M. Cutler
- -------------------------------------- ------------------------------------
Stephen R. Hardis, Chairman and Alexander M. Cutler, President
Chief 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 Planning Vice President and Controller;
Officer; Principal Accounting Officer
Principal Financial Officer
/s/ Neil A. Armstrong /s/ Phyllis B. Davis
- -------------------------------------- ------------------------------------
Neil A. Armstrong, Director Phyllis B. Davis, Director
/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
