<PAGE> 1
As Filed with the Securities and Exchange Commission on April 28, 1999
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 CORPORATION SHARE PURCHASE AND INVESTMENT PLAN
(Full Title of 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 Price(1) Fee
==========================================================================================
<S> <C> <C> <C> <C>
Common Shares
with a par value
of $.50 each 5,000,000 N/A $433,750,000 $120,582.50
Plan Participations(2) Indeterminate N/A N/A N/A
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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(2) Pursuant to Rule 416(c), this Registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan referenced above.
---------------------
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the information contained in Registration
Statement No. 333-03599 is hereby incorporated by reference into this
Registration Statement, except as set forth below under Item 8.
Item 8. Exhibits
See List of Exhibits at page 3.
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 April, 1999.
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Chairman and Chief Executive April 27, 1999
- ----------------------- 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
</TABLE>
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* Director
- ---------------------------
Neil A. Armstrong
* 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
- -------------------------------------------
David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated
PLAN SIGNATURE
The Plan -- Pursuant to the requirements of the Securities Act of 1933,
the Eaton Corporation Share Purchase and Investment Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cleveland, Ohio on the 28th day of April, 1999.
EATON CORPORATION SHARE PURCHASE AND
INVESTMENT PLAN
By: Eaton Corporation Pension
Administration Committee
By: /s/ S. J. COOK
-------------------------------------
Name: S. J. Cook
Title: Vice President-Human Resources
<PAGE> 5
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, File No. 1-1396, 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, File No. 1-1396,
and incorporated herein by reference.
4(c) Amended and Restated Rights Agreement dated as of June 1, 1997 between
Eaton Corporation and First Chicago trust Company of New York, as
Rights Agent, filed as Exhibit 4(h) to Form S-3 filed on March 12, 1999
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.
<PAGE> 1
Exhibit 5
April 27, 1999
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-8 Registration Statement --
Eaton Corporation Share Purchase and Investment 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 5,000,000
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 71.7 million Common Shares were issued and outstanding as of
January 31, 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/ G. L. Gherlein
- ----------------------
Gerald L. Gherlein,
Executive Vice President
and General Counsel
<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 Corporation Share Purchase and
Investment Plan for the registration of 5,000,000 Common Shares of our report
dated January 19, 1999 with respect to the consolidated financial statements of
Eaton Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
April 27, 1999
<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 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 following employee benefit plans:
Eaton Corporation Share Purchase and Investment Plan
Eaton Corporation 401(k) Savings 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 December 31, 1999.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, this 24th day of February, 1999.
/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 Financial Officer Principal Accounting Officer
<PAGE> 2
/s/ Neil A. Armstrong /s/ Michael J. Critelli
- -------------------------------------- --------------------------------
Neil A. Armstrong, Director Michael J. Critelli, 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
