-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jb9yRsYKZSDcYZUdfHbHhZ/rXKT5drL2sqcnR9kVwMYm526JlZqZY5v6iR4ostZF B12Uc6S+qXityE88NEVPrA== 0000950152-99-003638.txt : 19990429 0000950152-99-003638.hdr.sgml : 19990429 ACCESSION NUMBER: 0000950152-99-003638 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990428 EFFECTIVENESS DATE: 19990428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77245 FILM NUMBER: 99603454 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 EATON CORPORATION S-8 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 401(k) SAVINGS 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 ============================================================================================================ 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 of $.50 each 100,000 N/A $8,675,000 $2,411.65 Plan Participations(2) Indeterminate N/A N/A N/A ============================================================================================================
2 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. (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. ----------------------- 3 Pursuant to Instruction E to Form S-8, the information contained in registration Statement No. 333-28869 is hereby incorporated by reference into this Registration Statement, except as set forth below under Item 8. Also pursuant to Instruction E, 19,036 Eaton Common Shares registered under Registration Statement on Form S-8 No. 333-35699 and the appropriate portion of the filing fee of $843.18 and 25,000 Eaton Common Shares registered under Registration Statement on Form S-8 No. 333-28867 and the appropriate portion of the filing fee of $852.00 are hereby transferred to this Registration Statement. In addition, Registration Statements Nos. 333-35699 and 333-28867 have been amended accordingly. 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.
Name Title Date ---- ----- ---- * 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
4 * Vice President and Controller; - ---------------------- Principal Accounting Officer Billie K. Rawot * 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 401(k) Savings 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 401(K) SAVINGS PLAN By: Eaton Corporation Pension Administration Committee By: /s/ S. J. COOK ------------------------------------- Name: S. J. Cook Title: Vice President-Human Resources 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. EX-5 2 EXHIBIT 5 1 Exhibit 5 April 27, 1999 Eaton Corporation Eaton Center Cleveland, Ohio 44114 Re: Eaton Corporation Form S-8 Registration Statement -- Eaton Corporation 401(k) Savings 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 100,000 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 EX-23.A 3 EXHIBIT 23A 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 401(k) Savings Plan for the registration of 100,000 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 EX-24 4 EXHIBIT 24 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 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 -----END PRIVACY-ENHANCED MESSAGE-----