As Filed with the Securities and Exchange Commission on June 29, 2004
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 DEFERRED INCENTIVE COMPENSATION 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
|
750,000 | N/A | $46,256,250 | $ | 5,860.67 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (based on the average of the high and low trading prices of $61.675 per share on June 22, 2004) |
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 23 - CONSENT | ||||||||
EXHIBIT 24 - POWER OF ATTORNEY |
Page 1
Pursuant to Instruction E to Form S-8, the information contained in registration Statement No. 333-35946 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 29th day of June, 2004.
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 | June 29, 2004 | ||
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 | |||
Ned C. Lautenbach |
||||
* |
Director | |||
Deborah L. McCoy |
||||
* |
Director | |||
John R. Miller |
||||
* |
Director | |||
Gregory R. Page |
||||
* |
Director | |||
Kiran M. Patel |
||||
* |
Director | |||
Victor A. Pelson |
||||
* |
Director | |||
Gary L. Tooker |
*By |
/s/ DAVID M. OLOUGHLIN | |||
David M. OLoughlin, 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. |