As
filed
with the Securities and Exchange Commission on April 13,
2006
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT
OF 1933
CATERPILLAR
INC.
(Exact
Name of
Registrant as Specified in Its Charter)
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Delaware
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37-0602744
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(State
of
Incorporation)
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(IRS
Employer
Identification No.)
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100
NE Adams Street
Peoria,
Illinois 61629
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(Address
of
Principal Executive Offices)
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Savings
and
Investment Plan
(Full
Title of the
Plan)
James
B.
Buda
Vice
President, Secretary and General Counsel
Caterpillar
Inc.
100
NE
Adams Street
Peoria,
Illinois 61629-7310
(309)
675-4429
(Name,
Address and
Telephone Number, Including Area Code, of Agent for Service)
CALCULATION
OF REGISTRATION FEE
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Title
of
securities to be registered
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Amount
to be
registered
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price
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Amount
of
registration
fee
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Common
Stock,
par value $1.00
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1,500,000
shares (1)
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$75.3550(2)
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$113,032,500
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$12,094.48
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(1) Pursuant
to Rule
416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement also covers an indeterminate amount of interests to
be
offered or sold pursuant to the Savings and Investment Plan (the “Plan”). In
addition, this Registration Statement covers an indeterminate amount of
additional securities that may be issued under the Plan pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated
solely
for the purposes of calculating the registration fee, computed pursuant to
Rules
457(c) and (h) under the Securities Act on the basis of the average of the
high
and low sales prices of a share of Caterpillar Inc. Common Stock, as reported
on
the New York Stock Exchange - Composite Transactions System on April 7,
2006.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan
Information.*
Item
2. Registrant
Information and Employee Plan Annual Information.*
*As
permitted by
Rule 428 under the Securities Act, this Registration Statement omits the
information specified in Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to Plan participants as
required by Rule 428(b). Such documents are not being filed with the Securities
and Exchange Commission (the “Commission”) as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b)
under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following
documents have been filed by Caterpillar Inc. (“Caterpillar,” the “Registrant”
or the “Company”) with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and are hereby incorporated by reference
in this Registration Statement:
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(a)
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Caterpillar’s
Annual Report on Form 10-K (File No. 1-768) for the fiscal year ended
December 31, 2005, filed with the Commission on February 22,
2006;
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(b)
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Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
February 22, 2006;
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(c)
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Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
February 10, 2006; and
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(d)
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The
description of Caterpillar’s Common Stock contained in Form S-3, filed
with the Commission on May 6, 1991 (Registration No. 33-40393), including
any amendment or report filed with the Commission for the purpose
of
updating such description.
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In
addition, all documents subsequently filed by the Company or the Plan with
the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that
all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document, all or a portion of which
is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the
extent that a statement contained herein (or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Page
2
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
Section
145 of the
General Corporation Law of Delaware authorizes the Company to indemnify its
directors and officers under specified circumstances. Article V of the Company’s
Bylaws provides in effect that the Company shall provide certain indemnification
to such persons. Article Ninth of the Company’s Restated Certificate of
Incorporation provides that a director shall not be liable to the Company or
its
stockholders for any breach of fiduciary duty except in certain circumstances.
The Company has purchased directors’ and officers’ liability insurance in the
amounts and subject to the conditions set forth in such policies.
Item
7. Exemption
From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following is a
complete list of exhibits filed as a part of this Registration
Statement:
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Exhibit
No.
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Description
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4.1
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Savings
and
Investment Plan
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23.1
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Consent
of
PricewaterhouseCoopers LLP
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Pursuant
to Item
8(a), the Company will purchase shares of Company stock on the open market.
Therefore, an opinion regarding the legality of the securities is not
required.
Pursuant
to Item
8(b), the Company will submit or has submitted the Plan and any amendment to
the
Plans to the Internal Revenue Service (the “IRS”) in a timely manner and has
made or will make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code of 1986, as amended.
Item
9. Undertakings
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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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;
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Page
3
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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;
or
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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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provided,
however,
that if the
information required to be included in a post-effective amendment
by
paragraphs (1)(i) and (ii) above is contained in periodic reports
filed
with or furnished to the Commission by the registrant pursuant to
Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement, paragraphs
(1)(i) and (ii) shall not apply.
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(2)
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That,
for the
purpose of determining any liability under the Securities Act of
1933,
each such post-effective amendment 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; and
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(3)
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To
remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the
offering.
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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 Exchange
Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that
is
incorporated by reference in this 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 provisions described under Item 6 above, or otherwise,
the
Registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Securities 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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Page
4
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SIGNATURES
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Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that
it
meets all 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 Peoria, and the State of
Illinois.
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CATERPILLAR
INC.
(Registrant)
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April
13,
2006
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By:
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/s/James
B. Buda
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James
B.
Buda, Secretary
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in
the
capacities and on the dates indicated.
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April
13,
2006
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/s/James
W. Owens
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Chairman
of
the Board, Director
and
Chief
Executive Officer
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(James
W.
Owens)
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April
13,
2006
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/s/Stu
L.
Levenick
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Group
President
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(Stu
L.
Levenick)
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April
13,
2006
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/s/Douglas
R. Oberhelman
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Group
President
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(Douglas
R.
Oberhelman)
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April
13,
2006
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/s/Gerald
L. Shaheen
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Group
President
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(Gerald
L.
Shaheen)
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April
13,
2006
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/s/Gerard
R. Vittecoq
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Group
President
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(Gerard
R.
Vittecoq)
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April
13,
2006
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/s/Steven
H. Wunning
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Group
President
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(Steven
H.
Wunning)
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April
13,
2006
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/s/David
B. Burritt
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Vice
President and
Chief
Financial Officer
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(David
B.
Burritt)
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April
13,
2006
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/s/Bradley
M. Halverson
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Controller
and
Chief
Accounting Officer
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(Bradley
M.
Halverson)
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Page
5
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April
13,
2006
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/s/W.
Frank Blount
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Director
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(W.
Frank
Blount)
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April
13,
2006
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/s/John
R. Brazil
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Director
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(John
R.
Brazil)
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April
13,
2006
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/s/John
T. Dillon
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Director
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(John
T.
Dillon)
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April
13,
2006
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/s/Eugene
V. Fife
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Director
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(Eugene
V.
Fife)
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April
13,
2006
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/s/Gail
D. Fosler
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Director
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(Gail
D.
Fosler)
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April
13,
2006
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/s/Juan
Gallardo
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Director
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(Juan
Gallardo)
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April
13,
2006
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/s/David
R. Goode
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Director
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(David
R.
Goode)
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April
13,
2006
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/s/Peter
A. Magowan
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Director
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(Peter
A.
Magowan)
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April
13,
2006
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/s/William
A. Osborn
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Director
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(William
A.
Osborn)
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April
13,
2006
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/s/Gordon
R. Parker
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Director
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(Gordon
R.
Parker)
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April
13,
2006
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/s/Charles
D. Powell
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Director
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(Charles
D.
Powell)
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April
13,
2006
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/s/Edward
B. Rust, Jr.
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Director
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(Edward
B.
Rust, Jr.)
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April
13,
2006
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/s/Joshua
I. Smith
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Director
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(Joshua
I.
Smith)
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Page
6
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Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Plan
has duly caused this Registration Statement to be signed on its behalf
by
the undersigned, thereunto authorized, in the City of Peoria, the
State of
Illinois.
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SAVINGS
AND INVESTMENT PLAN
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April
13,
2006
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By:
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/s/S.C.
Banwart
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S.
C.
Banwart
Plan
Administrator
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Page
7
Exhibit
Index
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Exhibit
No.
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Description
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4.1
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Savings
and
Investment Plan
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23.1
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Consent
of
PricewaterhouseCoopers LLP
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Page
8