UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2006
EATON CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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1-1396
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34-0196300 |
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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Eaton Center
Cleveland, Ohio
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44114 |
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(Address of principal executive offices)
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(Zip Code) |
(216) 523-5000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events. During the period of June 10 through June 13, 2006, certain executive
officers and other senior executives entered into option exercise plans (the Option Exercise
Plans) that are intended to qualify for the safe harbor provided by Rule 10b5-1 under the
Securities Exchange Act of 1934. The Option Exercise Plans were adopted in accordance with Eaton
Corporations insider trading policy. The Option Exercise Plans relate to options to purchase an
aggregate of 482,103 of Eatons Common Shares.
These individuals entered into the Option Exercise Plans so that they would be able to exercise
certain stock options granted in 1997 that are expected to vest, and subsequently expire to the
extent not exercised, during a period of time when Eatons insider trading policy otherwise would
prohibit transactions in Eaton securities by Company insiders. The Option Exercise Plans will also
enable these individuals to enter into transactions related to the exercises, such as stock swaps
and the sale of all or a portion of the Common Shares acquired upon exercise of the options. The
options will become exercisable in accordance with their terms on January 11, 2007 and will expire
on January 21, 2007. The Option Exercise Plans will expire no later than January 28, 2007.
Eaton also granted options in 1998 that are expected to vest on January 17, 2008 and expire on
January 27, 2008, including a period of time from January 17 through January 23, 2008 when Eatons
insider policy otherwise would also prohibit transactions in Eaton securities by Company insiders.
Eaton anticipates that current officers and senior executives to whom Eaton granted options in 1998
also may in the future enter into Option Exercise Plans with respect to the 1998 options that will
become exercisable for as many as 153,874 Common Shares in the aggregate during the period
described in the preceding sentence. In addition, grantees who have retired from employment with
Eaton currently hold options granted in 1997 or 1998 that are expected to become exercisable for an
aggregate of up to 943,484 Common Shares (as to the 1997 options) and 235,478 Common Shares (as to
the 1998 options) during the respective periods described above. For a fuller description of the
stock options granted in 1997 and 1998, please see the note entitled Shareholders Equity Stock
Options in Eatons Annual Report to Shareholders for the year ended December 31, 2005.
Any transactions pursuant to the Option Exercise Plans by grantees subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 will be disclosed publicly through filings under
Section 16(a) of the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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EATON CORPORATION |
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Date: June 14, 2006
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/s/ R. H. Fearon |
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R. H. Fearon
Executive Vice President -
Chief Financial and Planning Officer |