As Filed with the Securities and Exchange Commission on July 30, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EATON CORPORATION
(Exact name of issuer as specified in its charter)
Ohio 34-0196300
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(State of Incorporation) (IRS Employer Identification No.)
Eaton Center, Cleveland, Ohio 44114
(Address of principal executive offices)
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EATON CORPORATION 2002 STOCK PLAN
(Full Title of Plan)
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Shares
with a par value
of $.50 each 2,500,000 N/A $167,375,000 $15,398.50
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (based on a closing price of $66.95 per share on July
26,2002).
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Page 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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,
2001.
(b) The Company's quarterly report on Form 10-Q for the quarter ended March
31, 2002.
(c) The Company's reports on Form 8-K dated July 16, 2002, July 19, 2002,
April 15, 2002 and January 22, 2002.
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.
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.
J. R. Horst, who has passed on the legality of the Eaton Common Shares
covered by this Registration Statement, is 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 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 8.
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.
(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.
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 30th day of
July, 2002.
EATON CORPORATION
By /s/ J. R. Horst
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J. R. Horst
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 DATE
---- ----- ----
* Chairman and Chief Executive July 30, 2002
----------------------- Officer; Principal Executive
Alexander M. Cutler Officer; Director
* Executive Vice President - Chief
----------------------- Financial and Planning Officer;
Richard H. Fearon Principal Financial Officer
Page 2
* Vice President and Controller;
----------------------- Principal Accounting Officer
Billie K. Rawot
* Director
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Michael J. Critelli
* Director
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Ernie Green
* Director
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Deborah L. McCoy
* Director
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John R. Miller
* Director
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Victor A. Pelson
* Director
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Gary L. Tooker
*By /s/ DAVID M. O'LOUGHLIN
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David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated
Page 3
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-Q report for the period ended June 30, 2002 and incorporated
herein by reference.
5 Opinion of J. R. Horst, 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 J. R. Horst, 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.