-----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, JzZl6BIwnb6iWUDt0+HQRAlscv9BRCS4ZnpA797+8WpoAlSwtwrtKzJeOmpmprXH jruq/2SWIBRkEhO7/hU7Ag== 0000950152-97-004418.txt : 19970611 0000950152-97-004418.hdr.sgml : 19970611 ACCESSION NUMBER: 0000950152-97-004418 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970610 EFFECTIVENESS DATE: 19970610 SROS: NYSE 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: 1933 Act SEC FILE NUMBER: 333-28867 FILM NUMBER: 97621748 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 FORM S-8 1 As Filed with the Securities and Exchange Commission on June 10, 1997 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) ---------- AIL SYSTEMS INC. EMPLOYEE INVESTMENT PLAN (Full title of the 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(2) Fee - ---------------------------------------------------------------------------------------------------------------- Common Shares with a par value 35,000 N/A $2,813,125 $852.00 of $.50 each(1) - ---------------------------------------------------------------------------------------------------------------- (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered and/or sold pursuant to the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Section 6(a) under the Securities Act of 1933, as amended.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Eaton Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Company's annual report on Form 10-K for the year ended December 31, 1996. (b) The Company's quarterly report on Form 10-Q for the quarter ended March 31, 1997. (c) The Plan's annual report on Form 11-K for the year ended December 30, 1996, filed concurrently herewith. All reports and other documents subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. The Eaton Common Shares are registered under Section 12 of the 1934 Act and, accordingly, no description is provided hereunder. Item 5. Interests of Named Experts and Counsel. G. L. Gherlein, who has passed on the legality of the Eaton Common Shares covered by this Registration Statement, is Executive Vice President and General Counsel of the Company. Item 6. Indemnification of Directors and Officers. Paragraph (E) of Section 1701.13 of the Ohio Revised Code grants each corporation organized under the laws of the State of Ohio, such as Eaton, power to indemnify its directors, officers and other specified persons. Provisions relating to indemnification of directors and officers of Eaton and other specified persons have been adopted pursuant to the Ohio law and are contained in Article IV, Section 2 of Eaton's Amended Regulations. Under the Amended Regulations, Eaton shall indemnify any director, officer or other specified person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her by reason of the fact that he is or was such director, officer or other specified person, to the full extent permitted by applicable law. The foregoing statement is subject to, and only part of, the detailed provisions of the Ohio Revised Code and Eaton's Amended Regulations referred to herein. The Company has entered into an Indemnification Agreement with each of its officers and directors. The Agreements provide that the Company shall indemnify such directors or officers to the full extent permitted by law against expenses actually and reasonably incurred by them in connection with any claim filed against them by reason of anything done or not done by them in -1- 3 such capacity. The Agreements also require the Company to maintain director and officer insurance which is no less favorable to the director and officer than the insurance in effect on the date of the Agreements, and to establish and maintain an escrow account of up to $10 million to fund the Company's obligations under the Agreements, except that the Company is required to fund the escrow only upon the occurrence of a change of control of the Company, as defined under the Agreements. Eaton also maintains insurance coverage for the benefit of directors and officers with respect to many types of claims that may be made against them, some of which claims may be in addition to those described in Section 2 of Article IV of the Amended Regulations. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits See List of Exhibits at page 7. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. -2- 4 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. * * * * * * (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -3- 5 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 or her Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of June, 1997. 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 ---- ----- * Chairman and Chief Executive - -------------------------- 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 * Vice President and Controller; - -------------------------- Principal Accounting Officer Billie K. Rawot * Director - -------------------------- Neil A. Armstrong * Director - -------------------------- Phyllis B. Davis * Director - -------------------------- Ernie Green * Director - -------------------------- John R. Miller * Director - -------------------------- Victor A. Pelson * Director - -------------------------- A. William Reynolds * Director - -------------------------- Gary L. Tooker *By /s/ DAVID M. O'LOUGHLIN June 9, 1997 --------------------------------------- David M. O'Loughlin, Attorney-in-Fact for the Officers and Directors signing in the capacities indicated. -4- 6 PLAN SIGNATURE The Plan -- pursuant to the requirements of the Securities Act of 1933, the AIL Systems Inc. Employee Investment Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the 9th day of June, 1997. AIL SYSTEMS INC. EMPLOYEE INVESTMENT PLAN By: /s/ P. D. Comiskey ------------------------------- P. D. Comiskey Director - Human Resources AIL Systems Inc. -5- 7 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 and incorporated herein by reference. 4(b) Amended Regulations of Eaton Corporation filed as Exhibit (3) to Form 10-K report for the year ended December 31, 1994 and incorporated herein by reference. 4(c) Rights Agreement dated as of June 28, 1995 filed as Exhibit 1 to Form 8-K Report dated June 28, 1995 and incorporated herein by reference. 5 Opinion of G. L. Gherlein, Executive Vice President and General Counsel, as to the legality of the Eaton 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(a) Power of Attorney. 24(b) Power of Attorney. -6- EX-5 2 EXHIBIT 5 1 EXHIBIT 5 June 9, 1997 Eaton Corporation Eaton Center Cleveland, Ohio 44114 Re: Eaton Corporation Form S-8 Registration Statement AIL Systems Inc. Employee Investment 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 35,000 Eaton common shares with a par value of 50(cent) each ("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 such 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 77.2 million Common Shares were issued and outstanding as of March 31, 1997. 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/ Gerald L. Gherlein - ------------------------------ Gerald L. Gherlein, Executive Vice President and General Counsel -7- EX-23.A 3 EXHIBIT 23(A) 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the AIL Systems Inc. Employee Investment Plan of Eaton Corporation of our reports (a) dated January 20, 1997, with respect to the financial statements of Eaton Corporation included in its Annual Report on Form 10-K for the year ended December 31, 1996, and (b) dated April 15, 1997, with respect to the financial statements and schedules of the AIL Systems Employee Investment Plan included in the Plan's Annual Report on Form 11-K for the year ended December 30, 1996, both filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio June 9, 1997 -8- EX-24.A 4 EXHIBIT 24(A) 1 EXHIBIT 24(a) 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 all registration statements and amendments filed with the Securities and Exchange Commission with respect to 35,000 Common Shares of Corporation issuable or issued in connection with the AIL Systems Inc. Employee Investment 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, 1997. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 24th day of April, 1996. /s/ Stephen R. Hardis /s/ Alexander M. Cutler - ------------------------------- ---------------------------------- Stephen R. Hardis, Chairman Alexander M. Cutler, President and Chief Executive Officer; and Chief Operating Officer; Principal Executive Officer; Director Director /s/ Adrian T. Dillon /s/ Ronald L. Leach - ------------------------------- ---------------------------------- Adrian T. Dillon, Vice Ronald L. Leach, Vice President--Chief Financial President--Accounting; and Planning Officer; Principal Principal Accounting Officer Financial Officer /s/ Neil A. Armstrong /s/ Phyllis B. Davis - ------------------------------- ---------------------------------- Neil A. Armstrong, Director Phyllis B. Davis, Director /s/ Ernie Green /s/ Charles E. Hugel - ------------------------------- ---------------------------------- Ernie Green, Director Charles E. Hugel, 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 -9- EX-24.B 5 EXHIBIT (B) 1 EXHIBIT 24(b) 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 all registration statements and amendments filed with the Securities and Exchange Commission with respect to 35,000 Common Shares of Corporation issuable or issued in connection with the AIL Systems Inc. Employee Investment 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, 1997. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 25th day of April, 1997. /s/ Billie K. Rawot - ---------------------------------- Billie K. Rawot, Vice President and Controller-- Principal Accounting Officer -10- -----END PRIVACY-ENHANCED MESSAGE-----