<PAGE> 1
As Filed with the Securities and Exchange Commission on August 27, 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 HOLDING LIMITED U.K. SAVINGS-RELATED SHARE OPTION SCHEME [1998]
(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
================================================================================
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
- --------------------------------------------------------------------------------
Common Shares
with a par value 120,762 $ 61.1875(1) $7,389,124.875(1) $2,179.80
of $.50 each
================================================================================
(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
August 24, 1998.
-1-
<PAGE> 2
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,
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,
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
-2-
<PAGE> 3
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 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 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, 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
-3-
<PAGE> 4
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 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.
-4-
<PAGE> 5
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.
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
- ---------------------------------
Phyllis B. Davis
* Director
- ---------------------------------
Ernie Green
* Director
- ---------------------------------
Ned C. Lautenbach
* Director
- ---------------------------------
John R. Miller
* Director
- ---------------------------------
Furman C. Moseley
* Director
- ---------------------------------
Victor A. Pelson
-5-
<PAGE> 6
* Director
- ---------------------------------
A. William Reynolds
* Director
- ---------------------------------
Gary L. Tooker
*By /s/ JANE W. GRISWOLD August 27, 1998
-----------------------------------
Jane W. Griswold, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated.
-6-
<PAGE> 7
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 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 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
of Eaton Corporation, is contained in his opinion filed as Exhibit 5 to
this Registration Statement.
24 Power of Attorney.
-7-
<PAGE> 1
EXHIBIT 5
August 27, 1998
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement
Eaton Holding Limited U.K. Savings-Related Share Option Scheme
[1998]("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 120,762
Eaton common shares with a par value of $.50 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
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/ Gerald L. Gherlein
- --------------------------
Gerald L. Gherlein,
Executive Vice President
and General Counsel
-8-
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Eaton Holding Limited U.K. Savings-Related Share
Option Scheme [1998] for the registration of 120,762 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
-9-
<PAGE> 1
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 a maximum of 120,762 Common Shares of the Corporation
and related plan participations, if any, issuable or issued in connection with
the Eaton Holding Limited U.K. Savings-Related Share Option Scheme [1998],
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, 1998.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Southfield,
Michigan, this 22nd day of April, 1998.
/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/ /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
-10-
