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.