-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, d+7y5udQFYemlGnkQMkjEtkEHkgFHoopLgQzgB0C9vgFdQLdqGk9bt2wiz0KkipB g6GhUGaiXxaeCxuybw5bPA== 0000031277-94-000021.txt : 19940509 0000031277-94-000021.hdr.sgml : 19940509 ACCESSION NUMBER: 0000031277-94-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940506 EFFECTIVENESS DATE: 19940525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53521 FILM NUMBER: 94526451 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 S-8 1 REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on May 6, 1994 Registration No. 33 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 44114-2584 (Address of principal executive offices) _____________ CUTLER-HAMMER INC. SAVINGS PLAN FOR CERTAIN HOURLY EMPLOYEES (Full Title of Plan) ______________ E. R. Franklin, Secretary Eaton Center, Cleveland, Ohio 44114-2584 (Name and address of agent for service) (216) 523-4103 (Telephone number, including area code, of agent for service) (continuation of Facing Sheet) CALCULATION OF REGISTRATION FEE Proposed Title of Amount to be Maximum Amount of Securities to Registered Aggregate Registration be Registered Offering Price Fee Common Shares 30,000 $1,676,250** $578.00 with a par value of $.50 each Plan Indeterminate N/A N/A Participations* * In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ** Based on the closing price of $55.875 per Common Share on May 2, 1994. Page S-1 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) Eaton Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. (b) Eaton Corporation's Annual Report on Form 11-K dated June 25, 1993 for the year ended December 31, 1992. (c) Current Reports on Form 8-K dated February 14, 1994, amended February 18, 1994, and March 31, 1994. All reports and other documents subsequently filed by Eaton Corporation (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. Not applicable. Item 5. Interests of Named Experts and Counsel. None. 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 Company, power to indemnify its directors, officers and other specified persons. Provisions relating to indemnification of directors and officers of Company and other specified persons have been adopted pursuant to the Ohio law and are contained in Article IV, Section 2 of the Company's Amended Regulations. Under the Amended Regulations, the Company 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 or her by reason of the fact that he or she is or was such director, officer or other specified person, to the full extent Page S-2 permitted by applicable law. The foregoing statement is subject to, and only part of, the detailed provisions of the Ohio Revised Code and the Company'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 April 27, 1988 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 account only upon the occurrence of a change of control of the Company, as defined under the Agreements. The Company 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 S-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, represent a fundamental change in the information set forth in the registration statement; and Page S-3 (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 Page S-4 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. Page S-5 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cutler-Hammer Inc. Savings Plan for Certain Hourly Employees of our reports (a) dated February 1, 1994 with respect to the consolidated financial statements and schedules of the Eaton Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1993, and (b) dated April 28, 1993, with respect to the financial statements and schedules of the Eaton Corporation Share Purchase and Investment Plan included in the Plan's Annual Report (Form 11-K) for the year ended December 31, 1992, both filed with the Securities and Exchange Commission. ERNST & YOUNG Cleveland, Ohio May 6, 1994 Page S-6 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 May 6, 1994. 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 Date William E. Butler Chairman and Chief Executive Officer; Principal Executive Officer; Director John S. Rodewig President and Chief Operating Officer - Vehicle Components; Director Stephen R. Hardis Vice Chairman and Chief Financial and Administrative Officer; Principal Financial Officer; Director Alexander M. Cutler Executive Vice President and Chief Operating Officer - Controls; Director Ronald L. Leach Vice President - Accounting; Principal Accounting Officer Neil A. Armstrong May 6, 1994 Phyllis B. Davis Arthur Dole III Charles E. Hugel Directors John R. Miller Hooper G. Pattillo A. William Reynolds By \s\ David M. O'Loughlin David M. O'Loughlin, Attorney-in-Fact for the officers and directors signing in the capacities indicated Page S-7 PLAN SIGNATURE The Plan - Pursuant to the requirements of the Securities Act of 1933, the Cutler-Hammer Inc. Savings Plan for Certain Hourly Employees 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 6th day of May, 1994. CUTLER-HAMMER INC. SAVINGS PLAN FOR CERTAIN HOURLY EMPLOYEES By \s\ John D. Evans John D. Evans, Chairman of the Corporate Compensation Committee of Eaton Corporation (Plan Administrator) Page S-8 LIST OF EXHIBITS (4) Instruments defining the rights of security holders: (a) Amended Articles of Incorporation, as amended and restated as of January 24, 1989 and filed on Form SE on March 13, 1989 (incorporated herein by reference to Exhibit 3 to the Registrant's Annual Report on Form 10- K for the year ended December 31, 1988, File No. 1- 1396). (b) Amended Regulations, as amended and restated as of April 27, 1988 and filed on Form SE on March 13, 1989 (incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988, File No. 1-1396). (5) Opinion regarding Legality Pursuant to Item 8(b), the registrant has not included an opinion of counsel regarding ERISA compliance or an Internal Revenue Service determination letter, but instead undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service in a timely manner, and will make all changes required by the IRS in order to qualify the Plan. (23) Consents of Experts and Counsel Consent of Ernst & Young is contained on page S-5. (24) Power of Attorney g:\document\oloughli\sec\forms-8.c-h EX-24 2 POWER OF ATTORNEY EXHIBIT INDEX Pursuant to Item 601 of Regulation S-K Item 8. Exhibits (23) Consents of Experts and Counsel Consent of Ernst & Young is contained on page S-4. (24) Power of Attorney 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 by these presents 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 post-effective amendments or modifications to such registration statements to be filed with the Securities and Exchange Commission with respect to securities of the Corporation and participations to be acquired by participants under the Eaton Corporation Savings Plan for Represented Employees of Cutler-Hammer, 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, 1994. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 15th day of December, 1993. \s\ William E. Butler \s\ Stephen R. Hardis William E. Butler, Chairman Stephen R. Hardis, Vice and Chief Executive Officer; Chairman and Chief Financial Principal Executive Officer; and Administrative Officer; Director Principal Financial Officer;Director \s\ John S. Rodewig \s\ Ronald L. Leach John S. Rodewig, Ronald L. Leach, Vice President and Chief President - Accounting; Operating Officer; Director Principal Accounting Officer \s\ Neil A. Armstrong \s\Alexander M. Cutler Neil A. Armstrong, Director Alexander M. Cutler, Executive Vice President and Chief Operating Officer-Controls; Director \s\ Phyllis B. Davis \s\ Hooper G. Pattillo Phyllis B. Davis, Director Hooper G. Pattillo, Director \s\ Charles E. Hugel \s\ A. William Reynolds Charles E.Hugel, Director A. William Reynolds,Director \s\ John R. Miller John R. Miller, Director -----END PRIVACY-ENHANCED MESSAGE-----