<PAGE> 1
As Filed with the Securities and Exchange Commission on February 25, 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 60,000 $92.75 $5,565,000 $1,686.37
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 February 20, 1998.
<PAGE> 2
Incorporation by Reference of Contents of
Registration Statement No. 333-45575
Pursuant to General Instruction E to Form S-8, the contents of Registration
Statement No. 333-45575 are hereby incorporated herein by reference, subject to
the additional information contained in this Registration Statement.
S-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 8. Exhibits-
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.
* * * * * *
S-2
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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 25th 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
S-3
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* Director
- -----------------------------
Victor A. Pelson
* Director
- -----------------------------
A. William Reynolds
* Director
- -----------------------------
Gary L. Tooker
*By /s/ JANE W. GRISWOLD February 25, 1998
-----------------------------------
Jane W. Griswold, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated.
S-4
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EXHIBIT INDEX
Exhibit
Number
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.
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.
S-5
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EXHIBIT 5
February 25, 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 ("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 60,000
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
74.4 million Common Shares were issued and outstanding as of December 31, 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
S-6
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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 24, 1998
S-7
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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 a maximum of 175,000 Common Shares of the Corporation
and related plan participations issuable or issued in connection with
the Eaton Limited U.K. Savings-Related Share Option Scheme [1991], 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
Cleveland, Ohio, this 25th day of February, 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/ 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-8
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/s/ Victor A. Pelson /s/ A. William Reynolds
- ------------------------------------- ------------------------------------
Victor A. Pelson, Director A. William Reynolds, Director
/s/ Gary L. Tooker
- -------------------------------------
Gary L. Tooker, Director
S-9
