-----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, HNiq7DyqPobN2wdUurag4Qj4OE0YuYzS5X9D1rpmXe6ELep2KZVR2LcogOkrhTl6 bnZYGhsZtGQ48ZgRE1MrFg== 0000950152-03-004009.txt : 20030408 0000950152-03-004009.hdr.sgml : 20030408 20030408112119 ACCESSION NUMBER: 0000950152-03-004009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030408 EFFECTIVENESS DATE: 20030408 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: 333-104367 FILM NUMBER: 03642261 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 l00116asv8.txt EATON CORP/SAVINGS PLAN S-8 As Filed with the Securities and Exchange Commission on April 8, 2003 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 SAVINGS PLAN (Full Title of Plan) E. R. Franklin, Vice President and 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 5,000,000 N/A $372,550,000 $30,139.30 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 $ 74.51 on April 1, 2003). (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 1 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 8th day of April, 2003. EATON CORPORATION By /s/ E. R. Franklin ------------------- E. R. Franklin Vice President and Secretary 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 8,2003 - ------------------------- Officer; Principal Executive Alexander M. Cutler Officer; Director * Executive Vice President - Chief - ------------------------- Financial and Planning Officer; Richard H. Fearon Principal Financial Officer
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* 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 l00116aexv23.txt EX-23 Page 4 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Eaton Savings Plan of Eaton Corporation of our reports (a) dated January 20, 2003, with respect to the consolidated financial statements of Eaton Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2002 and (b) dated June 13, 2002, with respect to the financial statements and schedules of the Eaton Savings Plan included in the Plan's Annual Report (Form 11-K), for the year ended December 31, 2001, both filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Cleveland, Ohio April 7, 2003 EX-24 4 l00116aexv24.txt EX-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 plans: Eaton Savings Plan 1996 Non-Employee Director Fee Deferral 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, 2003. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 26th day of February, 2003. /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-----