-----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, UnhboQVHv5Q8EvIx8ANHcLgMwFAcvw2i3fQ85DjgKQrtVVm4A3m5Y8Agkui0EwxN FexKE9LQYvErwZMD5vxEUg== 0000950152-02-005756.txt : 20020730 0000950152-02-005756.hdr.sgml : 20020730 20020730172627 ACCESSION NUMBER: 0000950152-02-005756 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020730 EFFECTIVENESS DATE: 20020730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [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: 333-97365 FILM NUMBER: 02715122 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 MAIL ADDRESS: STREET 1: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 S-8 1 l95625asv8.txt EATON CORPORATION S-8 As Filed with the Securities and Exchange Commission on July 30, 2002 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 INCENTIVE COMPENSATION DEFERRAL 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 $6,695,000.00 $615.94 ==================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, (based on a closing price of $66.95 per share on July 26, 2002) Page 1 Pursuant to Instruction E to Form S-8, the information contained in registration Statement No. 333-22597 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 30th day of July, 2002. 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 July 30, 2002 - ------------------------- Officer; Principal Executive Alexander M. Cutler Officer; Director * Executive Vice President - Chief - ------------------------- Financial and Planning Officer; Richard H. Fearon Principal Financial Officer
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 - ----------------------- Furman C. Moseley * Director - ----------------------- Victor A. Pelson * 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 Page 3 EXHIBIT INDEX Exhibit Number - ------ 23 Consent of Ernst & Young LLP. 24 Power of Attorney. EX-23 3 l95625aexv23.txt EXHIBIT 23 Page 4 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_______________ dated July 30, 2002) pertaining to the Eaton Corporation Incentive Compensation Deferral Plan of our report dated January 21, 2002, with respect to the consolidated financial statements of Eaton Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP Cleveland, Ohio July 22, 2002 EX-24 4 l95625aexv24.txt EXHIBIT 24 Page 5 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, J. ROBERT HORST, 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 and/or participation interests issuable or issued in connection with the following employee benefit plans: Eaton Corporation Incentive Compensation Deferral Plan Cutler-Hammer de Puerto Rico Inc. Retirement 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, 2002. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 24th day of April, 2002. /s/ Alexander M. Cutler /s/ Richard H. Fearon - ------------------------------ ------------------------------- Alexander M. Cutler, Chairman Richard H. Fearon and Chief Executive Officer; Executive Vice President--Chief President; Principal Executive Financial and Planning Officer; Officer; Director Principal Financial Officer /s/ Billie K. Rawot /s/ Michael J. Critelli - ------------------------------ ------------------------------- Billie K. Rawot, Michael J. Critelli, Director Vice President and Controller; Principal Accounting Officer /s/ Ernie Green /s/ Ned C. Lautenbach - ------------------------------ ------------------------------- Ernie Green, Director Ned C. Lautenbach, Director /s/ Deborah L. McCoy /s/ John R. Miller - ------------------------------ ------------------------------- Deborah L. McCoy, Director John R. Miller, Director /s/ Furman C. Moseley /s/ Victor A. Pelson - ------------------------------ ------------------------------- Furman C. Moseley, Director Victor A. Pelson, Director /s/ Gary L. Tooker - ------------------------------ Gary L. Tooker, Director -----END PRIVACY-ENHANCED MESSAGE-----