UNITED STATES
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 plc
(Exact name of registrant as specified in its charter)
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Ireland
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98-1059235
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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Title of securities to be registered
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Title of Plan
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Amount to be
registered
(1)
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Proposed maximum
offering price per
share
(2)
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Proposed maximum
aggregate offering
price
(2)
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Amount of
registration fee
(2)
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Ordinary Shares, par value $0.01 per share
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2015 Stock Plan
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26,000,000
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$54.19
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$1,408,940,000
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$141,880.26
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement also covers an indeterminate number of additional Ordinary Shares, par value $0.01 per share (“
Ordinary Shares
”), of Eaton Corporation plc (the “
Company
” or the “
Registrant
”), which may be offered and issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.
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(2)
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Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of Eaton Corporation plc’s Ordinary Shares as reported on the New York Stock Exchange on October 26, 2015.
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(1)
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The Company’s Annual Report on Form 10-K filed on February 26, 2015.
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(2)
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The Company’s Quarterly Reports on Form 10-Q filed April 29, 2015, July 29, 2015 and October 30, 2015.
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(3)
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The Company’s Current Reports on Form 8-K filed on April 24, 2015 and June 17, 2015.
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(4)
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The description of the Company’s Ordinary Shares, contained in the Company’s Registration Statement on Form S-4, as amended (File No. 333-182303), under the heading “Description of New Eaton Ordinary Shares,” which updates the description of Eaton Corporation’s common shares contained in Eaton Corporation’s Registration Statement on Form 8-A, and including all other amendments and reports filed for the purpose of updating such descriptions.
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(a)
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The undersigned registrant hereby undertakes:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
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(ii)
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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, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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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;
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the 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 Securities Act and will be governed by the final adjudication of such issue.
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EATON CORPORATION PLC
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By:
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/s/ Richard H. Fearon
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Richard H. Fearon
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(On behalf of the registrant, as Director, and as Principal Financial Officer)
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Signature
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Title
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Date
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*
Alexander M. Cutler
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Principal Executive Officer and Director
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October 30, 2015
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*
Ken D. Semelsberger
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Principal Accounting Officer
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October 30, 2015
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*
Todd M. Bluedorn
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Director
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October 30, 2015
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*
Christopher M. Connor
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Director
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October 30, 2015
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*
Michael J. Critelli
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Director
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October 30, 2015
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*
Charles E. Golden
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Director
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October 30, 2015
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*
Linda A. Hill
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Director
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October 30, 2015
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*
Arthur E. Johnson
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Director
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October 30, 2015
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*
Ned C. Lautenbach
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Director
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October 30, 2015
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*
Deborah L. McCoy
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Director
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October 30, 2015
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*
Gregory R. Page
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Director
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October 30, 2015
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*
Sandra Pianalto
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Director
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October 30, 2015
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*
Gerald B. Smith
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Director
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October 30, 2015
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*By:
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/s/ Lizbeth Wright
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Lizbeth Wright, Attorney-in-Fact for the officers
and directors signing in the capacities indicated
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7.
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Employee Restricted Shares, Restricted Share Units and Other Share-based Awards
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(1)
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Awards not Assumed or Substituted by Surviving Entity
. Upon the occurrence of a Change of Control, and except with respect to any awards assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee:
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(a)
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all outstanding options and stock appreciation rights shall become fully vested and exercisable, and shall thereafter remain exercisable or lapse as provided in the Plan and the applicable Award Agreement;
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(b)
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all employment or other service-based vesting restrictions on outstanding share-based awards shall lapse as of the date of the Change of Control; and
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(c)
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the payout level under all outstanding awards subject to Performance Objectives shall be determined on a prorated basis from the inception date of the award period until the Effective Date of the change of control, and such awards shall be deemed to have been earned and vested as of the date of the Change of Control at the “target” level.
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(2)
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Awards Assumed or Substituted by Surviving Entity
. Any awards assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with a Change of Control in a manner approved by the Committee shall continue to vest based upon continued service and the satisfaction of applicable Performance Objectives in accordance with the original vesting schedule of the applicable awards; provided, however that if within two years after the Change of Control, an employee’s employment is terminated by the Company or a subsidiary without Cause (as defined below) or by the employee for Good Reason (as defined below), then:
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(a)
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all of that employee’s outstanding options and stock appreciation rights shall become fully vested and exercisable, and shall thereafter remain exercisable or lapse as provided in the Plan and the applicable Award Agreement;
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(b)
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all employment or other service-based vesting restrictions on that employee’s outstanding share-based awards shall lapse as of the date of such employment termination; and
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(c)
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the employee’s outstanding awards subject to Performance Objectives shall be deemed to have been earned and vested as of the date of such employment termination at the “target” level.
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(B)
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For purposes of the Plan, a “Change of Control” shall mean:
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(1)
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The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (a) the then outstanding ordinary shares of the Company (the “Outstanding Ordinary Shares”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection, the following acquisitions shall not constitute a Change of Control: (x) any acquisition directly from the Company, (y) any acquisition by the Company, or (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or
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(2)
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Individuals who, as of the Effective Date (as defined in Section 16 hereof), constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of th Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or
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(4)
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Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
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(C)
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For purposes of the Plan, “Cause” shall have the meaning given such term in any applicable employment or change of control agreement between the Company or a subsidiary and an employee, or, if there is no such employment or change of control agreement that defines such term, “Cause” shall mean:
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(1)
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the willful and continued failure of the employee to perform substantially the employee’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the employee by the Company which specifically identifies the manner in which the Company believes that the employee has not substantially performed the employee’s duties, or
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(2)
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the employee being convicted of a felony involving dishonesty, or the willful engaging by the employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or one of its affiliates.
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(1)
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a material diminution in the employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the employee;
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(2)
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a material diminution in the employee’s annual base salary or target annual incentive opportunity, or failure to pay any material compensation or benefits due to the participant, other than (a) an across-the-board reduction applicable to similarly situated employees, or (b) an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the employee; or
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(3)
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the Company’s (or subsidiary’s) requiring the employee to be based at any office or location more than 50 miles from the location where the employee was employed immediately prior to the Change of Control or the Company’s (or subsidiary’s) requiring the employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control.
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(A)
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Awards granted under the Plan are subject to reduction, cancellation or reimbursement pursuant to any applicable compensation recovery policy of the Company, as in effect from time to time. Further, if a participant’s employment is terminated by the Company or a subsidiary for Cause, such participant shall (1) immediately forfeit all outstanding awards granted under the Plan, and (2) at the discretion of the Management
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(B)
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With respect to awards granted pursuant to Sections 5, 7 and 9 above, the Committee is prohibited from waiving any vesting or restriction periods applicable to awards except in the case of death, disability, other termination of employment, Change of Control or divestment of a business.
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(C)
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The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld. It shall be a condition to the obligation of the Company to deliver shares that the participant pay the Company such amount as it may request for the purpose of satisfying any such tax liability. Any award under the Plan may provide that the participant may elect, in accordance with any Committee regulations, to pay the amount of such withholding taxes in shares.
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(D)
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The Committee (or Governance Committee, as applicable) may, in its discretion, permit a participant to defer the delivery of shares or payment of cash that would otherwise be due with respect to an award (other than stock options or stock appreciation rights) pursuant to a nonqualified deferred compensation plan of the Company.
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(E)
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No person, estate or other entity shall have any of the rights of a shareholder with reference to shares subject to an award until a certificate or certificates for the shares have been delivered to that person, estate or other entity. The Plan shall not confer upon any non-employee director or employee any right to continue in that capacity.
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(F)
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The Plan and all determinations made and actions taken pursuant hereto, to the extent not governed by the laws of the U.S., shall be governed by the laws of Ohio.
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Re:
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Eaton Corporation plc Registration Statement on Form S-8 –
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/s/ Alexander M. Cutler
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/s/ Richard H. Fearon
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Alexander M. Cutler, Chairman and Chief Executive Office; President; Principal Executive Officer; Director
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Richard H. Fearon, Vice Chairman and Chief Financial and Planning Officer, Principal Financial Officer
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/s/ Ken D. Semelsberger
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/s/ Todd M. Bluedorn
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Ken D. Semelsberger, Senior Vice President and Controller, Principal Accounting Officer
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Todd M. Bluedorn, Director
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/s/ Christopher M. Connor
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/s/ Michael J. Critelli
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Christopher M. Connor, Director
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Michael J. Critelli, Director
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/s/ Charles E. Golden
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/s/ Linda A. Hill
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Charles E. Golden, Director
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Linda A. Hill, Director
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/s/ Arthur E. Johnson
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/s/ Ned C. Lautenbach
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Arthur E. Johnson, Director
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Ned C. Lautenbach
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/s/ Deborah L. McCoy
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/s/ Gregory R. Page
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Deborah L. McCoy, Director
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Gregory R. Page, Director
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/s/ Sandra Pianalto
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/s/ Gerald B. Smith
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Sandra Pianalto, Director
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Gerald B. Smith, Director
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