S-8 1 l86265as-8.txt EATON CORPORATION S-8 1 As Filed with the Securities and Exchange Commission on March 7, 2001 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) AEROQUIP-VICKERS SAVINGS AND PROFIT SHARING 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 1,000,000 N/A $ 73,550,000 $18,387.50 Plan Participations(2) Indeterminate N/A N/A N/A
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (based on a closing price of $73.55 per share on March 5, 2001). (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. 2 Page 1 Pursuant to Instruction E to Form S-8, the information contained in registration Statement No. 333-86391 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 7th day of March, 2001. EATON CORPORATION By /s/ J. R. Horst ---------------- J. R. Horst 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 March 7, 2001 ----------------------- Officer; Principal Executive Alexander M. Cutler Officer; Director * Executive Vice President - Chief ----------------------- Financial and Planning Officer; Adrian T. Dillon Principal Financial Officer 3 Page 2 * Vice President and Controller; ----------------------- Principal Accounting Officer Billie K. Rawot * Director ----------------------- Michael J. Critelli * Director ----------------------- Ernie Green * Director ----------------------- Deborah L. McCoy * Director ----------------------- John R. Miller * 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 4 Page 3 EXHIBIT INDEX Exhibit Number ------ 23 Consent of Ernst & Young LLP. 24 Power of Attorney.