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)
1996 NON-EMPLOYEE DIRECTOR FEE DEFERRAL 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 30,000 N/A $2,235,300 $180.84
(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).
Page 1
Pursuant to Instruction E to Form S-8, the information contained in registration
Statement No. 333-23539 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
Page 2
* 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.