-----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, EiCwb99fCWZV+3Y9BX/4gXypT1U828/X43FUdPsTvZ4RxCIaZw/wb6sZzGwZe2wK cHQ93CDOnV8nH4GE65p+2A== 0000950152-98-001461.txt : 19980226 0000950152-98-001461.hdr.sgml : 19980226 ACCESSION NUMBER: 0000950152-98-001461 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980225 EFFECTIVENESS DATE: 19980225 SROS: NONE 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: 333-46861 FILM NUMBER: 98549125 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 REGISTRATION FORM S-8 1 As Filed with the Securities and Exchange Commission on February 25, 1998 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 LIMITED U.K. SAVINGS-RELATED SHARE OPTION SCHEME [1991] (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(1) Price(1) Fee(1) - -------------------------------------------------------------------------------------------- Common Shares with a par value 60,000 $92.75 $5,565,000 $1,686.37 of $.50 each ============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457, based on the average of the high and low prices reported for Eaton Common Shares on the New York Stock Exchange, on February 20, 1998. 2 Incorporation by Reference of Contents of Registration Statement No. 333-45575 Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-45575 are hereby incorporated herein by reference, subject to the additional information contained in this Registration Statement. S-1 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 8. Exhibits- 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, Independent Auditors. 23(b). Consent of G.L. Gherlein, Executive Vice President and General Counsel, contained in his opinion filed as Exhibit 5 to this Registration Statement. 24. Power of Attorney. * * * * * * S-2 4 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 25th day of February, 1998. 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 - ----------------------------- Ned C. Lautenbach * Director - ----------------------------- John R. Miller * Director - ----------------------------- Furman C. Moseley S-3 5 * Director - ----------------------------- Victor A. Pelson * Director - ----------------------------- A. William Reynolds * Director - ----------------------------- Gary L. Tooker *By /s/ JANE W. GRISWOLD February 25, 1998 ----------------------------------- Jane W. Griswold, Attorney-in-Fact for the Officers and Directors signing in the capacities indicated. S-4 6 EXHIBIT INDEX Exhibit Number 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 Power of Attorney. S-5 EX-5 2 EXHIBIT 5 1 EXHIBIT 5 February 25, 1998 Eaton Corporation Eaton Center Cleveland, Ohio 44114 Re: Eaton Corporation Form S-8 Registration Statement Eaton Limited U.K. Savings-Related Share Option Scheme ("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 60,000 Eaton common shares with a par value of $.50 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 74.4 million Common Shares were issued and outstanding as of December 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 S-6 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 Limited U.K. Savings-Related Share Option Scheme [1991] of our report dated January 20, 1997, with respect to the consolidated financial statements of Eaton Corporation included in its Annual Report on Form 10-K for the year ended December 31, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio February 24, 1998 S-7 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 a maximum of 175,000 Common Shares of the Corporation and related plan participations issuable or issued in connection with the Eaton Limited U.K. Savings-Related Share Option Scheme [1991], 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, 1998. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 25th day of February, 1998. /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 /s/ Phyllis B. Davis - ------------------------------------- ------------------------------------ Neil A. Armstrong, Director Phyllis B. Davis, Director /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-8 2 /s/ Victor A. Pelson /s/ A. William Reynolds - ------------------------------------- ------------------------------------ Victor A. Pelson, Director A. William Reynolds, Director /s/ Gary L. Tooker - ------------------------------------- Gary L. Tooker, Director S-9 -----END PRIVACY-ENHANCED MESSAGE-----