As
filed
with the Securities and Exchange Commission on September 15,
2005
Registration
No. 333-
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
(State
of
Incorporation)
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37-0602744
(IRS
Employer
Identification No.)
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100
NE Adams Street
Peoria,
Illinois 61629
(309)
675-1000
(Address
of
Principal Executive Offices)
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Tax
Deferred Retirement Plan
(Full
Title of the
Plan)
JAMES
B.
BUDA
Vice
President,
Secretary and General Counsel
Caterpillar,
Inc.
100
NE Adams
Street
Peoria,
IL
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 $1.00
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10,000,000(1)
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$
58.555(2)
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$585,550,000
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$68,919.24
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| (1) |
Pursuant
to
Rule 416(c) under the Securities Act of 1933, as amended (the “Securities
Act”), the amount being registered also includes an indeterminate number
of interests to be offered or sold pursuant to the Tax Deferred Retirement
Plan (the “Plan”). Pursuant to Rule 457 under the Securities Act, no
filing fee is required with respect to the interests being registered.
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| (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 September 8,
2005.
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Page
1
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 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:
| (a) |
Caterpillar’s
Annual Report on Form 10-K (File No. 1-768) for the fiscal year ended
December 31, 2004, originally filed with the Commission on
February 24, 2005, and subsequently amended on Form 10-K/A,
filed
with the Commission on May 27, 2005 and Current Report on Form 8-K
filed
with the Commission on August 5, 2005;
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| (b) |
All
other
reports filed pursuant to Sections 13(a) and 15(d) of the Exchange
Act
since the fiscal year ended December 31, 2004; and
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| (c) |
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.
Item
4. Description
of Securities.
Not
applicable.
Page
2
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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Tax
Deferred
Retirement 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
Plan 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) |
to
include
any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
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| (ii) |
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 a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement; or
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Page
3
| (iii) |
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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(h)
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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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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September
14,
2005
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/s/
W.
Frank Blount
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Director
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(W.
Frank
Blount)
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September
14,
2005
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/s/
John
R. Brazil
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Director
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(John
R.
Brazil)
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September
14,
2005
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/s/
John
T. Dillon
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Director
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(John
T.
Dillon)
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Director
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(Eugene
V.
Fife)
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September
14,
2005
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/s/
Gail
D. Fosler
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Director
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(Gail
D.
Fosler)
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Director
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(Juan
Gallardo)
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September
14,
2005
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/s/
David
R. Goode
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Director
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(David
R.
Goode)
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September
14,
2005
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/s/
Peter
A. Magowan
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Director
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(Peter
A.
Magowan)
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September
14,
2005
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/s/
William A. Osborn
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Director
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(William
A.
Osborn)
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September
14,
2005
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/s/
Gordon R. Parker
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Director
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(Gordon
R.
Parker)
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September
14,
2005
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/s/
Charles D. Powell
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Director
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(Charles
D.
Powell)
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September
14,
2005
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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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September
14,
2005
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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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SIGNATURES
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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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TAX
DEFERRED RETIREMENT PLAN
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September
14,
2005
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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.
|
Description
|
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4.1
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Tax
Deferred
Retirement Plan
|
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23.1
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Consent
of
PricewaterhouseCoopers LLP
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