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As Filed with the Securities and Exchange Commission on February 4, 1998
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 LIMITED U.K. SAVINGS-RELATED SHARE OPTION SCHEME [1991]
(Full title of the 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
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(1) Price(1) Fee(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
with a par value 125,000 $88.375 $11,047,500 $3,347.54
of $.50 each
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457, based on the average of the high and low prices
reported for Eaton Common Shares on the New York Stock Exchange, on January
28, 1998.
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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 reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(c) Current Report on Form 8-K dated February 3, 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, 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(a), 13(c), 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.
The Eaton Common Shares are registered under Section 12(b) of
the Securities Exchange Act of 1934 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 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
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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 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 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;
(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,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement.
(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 with or
furnished to the Securities and Exchange Commission by the registrant
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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.
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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 4th day of
February, 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.
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
- ------------------------
Ned C. Lautenbach
* Director
- ------------------------
John R. Miller
* Director
- ------------------------
Furman C. Moseley
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* Director
- ------------------------
Victor A. Pelson
* Director
- ------------------------
A. William Reynolds
* Director
- ------------------------
Gary L. Tooker
*By /s/ JANE W. GRISWOLD February 4, 1998
-----------------------------------
Jane W. Griswold, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated.
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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 dated May 19, 1994 and
incorporated herein by reference.
4(b) Amended Regulations of Eaton Corporation, filed as Exhibit
3 to Form 10-K 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.
4(d) Instruments defining rights of security holders, including
indentures. Pursuant to Item 601(b)(4) of Regulation S-K,
the Company agrees to furnish to the Commission, upon
request, a copy of the instruments defining the rights of
holders of long-term debt of the Company and its
subsidiaries.
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, Independent Auditors.
23(b) Consent of G. L. Gherlein, Executive Vice President and
General Counsel, contained in his opinion filed as Exhibit 5
to this Registration Statement.
24 Power of Attorney.
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EXHIBIT 5
February 4, 1998
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement
Eaton Limited U.K. Savings-Related Share Option Scheme [1991] ("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 125,000
Eaton common shares with a par value of $.50 each (the "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
approximately 71.5 million Common Shares were issued and outstanding as of
January 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/ 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 Limited U.K. Savings-Related Share
Option Scheme [1991] of our report dated January 20, 1997, 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, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
February 3, 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 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
------------- ------------------------------------------
<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 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 Vice President and Controller;
Planning Officer; Principal Accounting Officer
Principal Financial Officer
/s/ Neil A. Armstrong /s/ 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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