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As filed with the Securities and Exchange Commission on July 11, 2001
Registration No.333-51441
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-4156620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
600 Travis, Suite 5800
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
MANAGEMENT ANNUAL INCENTIVE PLAN
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Diane K. Schumacher
Senior Vice President,
General Counsel and Secretary
600 Travis, Suite 5800
Houston, Texas 77002
(Name and address of agent for service)
(713) 209-8400
(Telephone number of agent for service)
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Number Description
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4.1 Cooper Industries, Inc. Amended and Restated Management Annual
Incentive Plan (incorporated by reference to Appendix C to
Cooper's proxy statement for the Annual Meeting of
Shareholders held on April 24, 2001)
*5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued
*23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney from members of Cooper Industries, Inc.'s
Board of Directors
* Previously Filed.
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SIGNATURES
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 Houston, State of Texas, on July 11, 2001.
COOPER INDUSTRIES, INC.
By /s/ H. John Riley, Jr.
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H. John Riley, Jr.
Chairman of the Board, President
and Chief Executive Officer
Director, Chairman of the Board,
/s/ H. John Riley, Jr. President and Chief Executive Officer July 11, 2001
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H. John Riley, Jr.
Senior Vice President and Chief
/s/ D. Bradley McWilliams Financial Officer July 11, 2001
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D. Bradley McWilliams
Vice President and Controller and
/s/ Jeffrey B. Levos Chief Accounting Officer July 11, 2001
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Jeffrey B. Levos
*/s/ Warren L. Batts Director July 11, 2001
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Warren L. Batts
*/s/ Robert M. Devlin Director July 11, 2001
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Robert M. Devlin
*/s/ Clifford J. Grum Director July 11, 2001
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Clifford J. Grum
*/s/ Linda A. Hill Director July 11, 2001
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Linda A. Hill
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*/s/ John D. Ong Director July 11, 2001
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John D. Ong
*/s/ Sir Ralph H. Robins Director July 11, 2001
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Sir Ralph H. Robins
*/s/ H. Lee Scott Director July 11, 2001
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H. Lee Scott
*/s/ Dan F. Smith Director July 11, 2001
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Dan F. Smith
*/s/ Gerald B. Smith Director July 11, 2001
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Gerald B. Smith
*/s/ James R. Wilson Director July 11, 2001
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James R. Wilson
* by: /s/ Diane K. Schumacher
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Diane K. Schumacher
Pursuant to Powers of
Attorney filed as
Exhibit 24.1
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INDEX TO EXHIBITS
Number Description
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4.1 Cooper Industries, Inc. Amended and Restated Management Annual
Incentive Plan (incorporated by reference to Appendix C to
Cooper's proxy statement for the Annual Meeting of
Shareholders held on April 24, 2001)
*5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued
*23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney from members of Cooper Industries, Inc.'s
Board of Directors
* Previously filed.