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As Filed with the Securities and Exchange Commission on September 2, 1999
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
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(State of Incorporation) (IRS Employer Identification No.)
Eaton Center, Cleveland, Ohio 44114
(Address of principal executive offices)
EXECUTIVE STRATEGIC INCENTIVE PLAN
(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
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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
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Common Shares
with a par value
of $.50 each 50,000 N/A $4,996,875 $1,389.13
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Section 6(a) under the Securities Act of 1933, as amended.
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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,
1998.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999.
(c) The Company's reports on Form 8-K dated March 29, 1999, April 9, 1999,
April 22, 1999 (amended May 11, 1999), June 21, 1999, July 1, 1999 and July 15,
1999.
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.
Item 4. Description of Securities.
The Eaton Common Shares are registered under Section 12 of the 1934 Act
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
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or her 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 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 each 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 8.
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 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 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 1st day of
September, 1999.
EATON CORPORATION
By /s/ G. L. Gherlein
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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
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Michael J. Critelli
* Director
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Phyllis B. Davis
* Director
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Ernie Green
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* Director
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Ned C. Lautenbach
* Director
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John R. Miller
* Director
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Victor A. Pelson
* Director
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A. William Reynolds
* Director
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Gary L. Tooker
*By /s/ David M. O'Loughlin September 1, 1999
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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 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 1, 1999
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement
Executive Strategic Incentive 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 50,000
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
72.2 million Common Shares were issued and outstanding as of June 30, 1999. 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
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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 on Form S-8 pertaining to the Eaton Corporation Executive Strategic
Incentive Plan of our report dated January 19, 1999, 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, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
September 1, 1999
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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 for the purpose of registering the Corporation's Common
Shares deferred compensation obligations and/or participation interests issuable
or issued in connection with the Eaton Corporation Executive Strategic Incentive
Plan, 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 July 31, 2000.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, this 28th day of July, 1999.
/s/ Stephen R. Hardis /s/ Alexander M. Cutler
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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
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Adrian T. Dillon, Executive Vice Billie K. Rawot,
President--Chief Financial and Planning Vice President and Controller;
Officer; Principal Financial Officer Principal Accounting Officer
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/s/ Michael J. Critelli /s/ Phyllis B. Davis
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Michael J. Critelli, Director Phyllis B. Davis, Director
/s/ Ernie Green /s/ Ned C. Lautenbach
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Ernie Green, Director Ned C. Lautenbach, Director
/s/ John R. Miller /s/ Victor A. Pelson
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John R. Miller, Director Victor A. Pelson, Director
/s/ A. William Reynolds /s/ Gary L. Tooker
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A. William Reynolds, Director Gary L. Tooker, Director
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