-----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, WtsqeBGmCsoml5T7bB5am4ou0QjrG6lM5CWKg6yOP6dIevWWlQGiA6R+SafLxDpB /8ZgLOiYnWEIluR7X2aZRQ== 0000950152-97-006627.txt : 19970918 0000950152-97-006627.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950152-97-006627 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970916 EFFECTIVENESS DATE: 19970916 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: SEC FILE NUMBER: 333-35699 FILM NUMBER: 97681151 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 CORP. SAVINGS PLAN (CUTLER-HAMMER) S-8 1 As Filed with the Securities and Exchange Commission on September 16, 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) EATON CORPORATION SAVINGS PLAN FOR CERTAIN CUTLER-HAMMER REPRESENTED EMPLOYEES (Full Title of Plan) E. R. Franklin, Secretary Eaton Corporation Eaton Center, Cleveland, Ohio 44114 (216) 523-4103 (Name, address, and telephone number, including area code, of agent for service) 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 30,000 N/A $2,782,500 $843.18 Plan Participations(2) Indeterminate N/A N/A N/A - --------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Section 6(a) under the Securities Act of 1933, as amended. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The contents of Registration Statement No. 33-53521 are incorporated herein by reference. In addition, the following documents filed 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 reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997. (c) The Company's report on Form 11-K dated June 4, 1997 for the Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees for the year ended December 31, 1996. 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, 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. -2- 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 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 15th day of September, 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 Adrian T. Dillon Officer; Principal Financial Officer * Vice President and Controller; - ----------------------- Principal Accounting Officer Billie K. Rawot * Director - ----------------------- Neil A. Armstrong * Director - ----------------------- Phyllis B. Davis * Director - ----------------------- Ernie Green -3- 4 * Director - ----------------------- Ned C. Lautenbach * Director - ----------------------- John R. Miller * Director - ----------------------- Furman C. Moseley * Director - ----------------------- Victor A. Pelson * Director - ----------------------- A. William Reynolds * Director - ----------------------- Gary L. Tooker *By /s/ DAVID M. O'LOUGHLIN September 15, 1997 --------------------------------------- David M. O'Loughlin, Attorney-in-Fact for the Officers and Directors Signing in the capacities indicated -4- 5 PLAN SIGNATURE The Plan - Pursuant to the requirements of the Securities Act of 1933, the Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees 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 15th day of September, 1997. EATON CORPORATION SAVINGS PLAN FOR CERTAIN CUTLER-HAMMER REPRESENTED EMPLOYEES By: Eaton Corporation Pension Administration Committee By: /s/ S. J. Cook ------------------------------- S. J. Cook, Chairperson of the Pension Administration Committee -5- 6 EXHIBIT INDEX Exhibit Number Description of Exhibit 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 (a)(3)(a) to Form 10-K report for the year ended December 31, 1994 and incorporated herein by reference. 5 Opinion of G. L. Gherlein, Executive Vice President and General Counsel, as to the validity of the 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 Power of Attorney. -6- EX-5 2 EXHIBIT 5 1 EXHIBIT 5 September 15, 1997 Eaton Corporation Eaton Center Cleveland, Ohio 44114 Re: Eaton Corporation Form S-8 Registration Statement Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees 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 30,000 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. 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 77.3 million Common Shares were issued and outstanding as of June 30, 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 Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees 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 and (b) dated June 4, 1997, with respect to the financial statements and schedules of the Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees included in the Plan's Annual Report on Form 11-K, both for the year ended December 31, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio September 15, 1997 -8- EX-24 4 EXHIBIT 24 1 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, 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 any and all registration statements and amendments filed with the Securities and Exchange Commission with respect to numbers of Common Shares of the Corporation and related plan participations issuable or issued in connection with the employee benefit plans listed below 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.
Number of Common Shares Plan ------------- ------------------------------------------ 300,000 Eaton Limited U.K. Savings Related Share Option Scheme 30,000 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan 30,000 Eaton Corporation Savings Plan for Certain Cutler-Hammer Represented Employees
This Power of Attorney shall not apply to any registration statement or amendment filed after December 31, 1998. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 25th day of June, 1997. /s/ Stephen R. Hardis /s/ Alexander M. Cutler - -------------------------------------- ---------------------------------------- Stephen R. Hardis, Chairman and Chief Alexander M. Cutler, President Executive Officer; and Chief Operating Officer; Principal Executive Officer; Director Director /s/ Adrian T. Dillon /s/ Billie K. Rawot - -------------------------------------- ---------------------------------------- Adrian T. Dillon, Executive Vice Billie K. Rawot, President--Chief Financial and Vice President and Controller; Planning Officer; Principal Accounting Officer Principal Financial Officer /s/ Neil A. Armstrong /a/ Phyllis B. Davis - -------------------------------------- ---------------------------------------- Neil A. Armstrong, Director Phyllis B. Davis, Director
-9- 2 /s/ Ernie Green /s/ Ned. C. Lautenbach - -------------------------------------- ---------------------------------------- Ernie Green, Director Ned C. Lautenbach, 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
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