As
filed
with the Securities and Exchange Commission on March 23,
2007
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
(State
of
Incorporation)
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37-0602744
(IRS
Employer
Identification No.)
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100
NE Adams Street
Peoria,
Illinois 61629
(Address
of
Principal Executive Offices)
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Caterpillar
Inc. Supplemental Deferred Compensation 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)
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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(2)
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Deferred
Compensation Obligations(1)
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$150,000,000
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N/A
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$150,000,000
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$4,605.00(2)
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(1)
The Deferred Compensation Obligations being registered are unsecured
obligations of Caterpillar Inc. to pay deferred compensation in the
future
in accordance with the terms and conditions of the Caterpillar Inc.
Supplemental Deferred Compensation Plan, as may be amended from time
to
time.
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(2)
Computed pursuant to Rule 457(h) under the Securities Act of 1933,
as
amended, solely for calculating the registration fee.
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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 of 1933, as amended (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:
(a) Caterpillar’s
Annual Report on Form 10-K (File No. 1-768) for the fiscal year ended
December
31,
2006, filed
with the
Commission on February 23, 2007;
(b) Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission on
January
3,
2007.
(c) Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission on
February
12,
2007.
(d) Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission on
February
15,
2007.
(e) Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission on
February
15,
2007.
In
addition, all
documents subsequently filed by the Company 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.
The
deferred
compensation obligations being registered under this Registration Statement
(the
“Deferred Compensation Obligations”) are issuable under the terms of the
Caterpillar Inc. Supplemental Deferred Compensation Plan (the “Plan”). The
Deferred Compensation Obligations represent obligations of Caterpillar to pay
participants in the Plan certain compensation amounts in the future that that
have been credited to a participant’s bookkeeping account or deferred by a
participant under the Plan. Participating employers are Caterpillar and certain
affiliated companies who have adopted the Plan.
Page
2
The
Plan is
intended to be an unfunded plan maintained primarily for the purpose of
providing additional income deferral and investment opportunities to a select
group of management and other highly compensated employees who participate
in
the Caterpillar 401(k) Plan. The Deferred Compensation Obligations are payable
in cash following certain specified events permitted in accordance with Internal
Revenue Code Section 409A. Participants can elect to receive payment in
either a lump sum or in quarterly, semi-annual or annual installments over
a
certain term. If no such election is made, payment will be made in a lump
sum.
The
obligation to
pay the vested balance of a Plan participant’s account shall at all times be an
unfunded and unsecured obligation of Caterpillar (or the participating employer,
as applicable) and rank pari
passu
with other
unsecured and unsubordinated indebtedness of Caterpillar (or the participating
employer, as applicable) (even if Caterpillar establishes a “rabbi trust”). The
Deferred Compensation Obligations are not convertible into any other security
of
Caterpillar or any participating employer. Benefits are payable solely from
Caterpillar’s (or the participating employer’s, as applicable) general funds and
are subject to the risk of corporate insolvency. Participants
will
not have any interest in any particular assets of Caterpillar by reason of
any
obligation created under the Plan. Nothing in the Plan creates or may be
construed as creating a trust of any kind or any other fiduciary relationship
between Caterpillar, a participating employer and a participant or any other
person, and each participant (or person claiming through him or her) will
be
responsible for enforcing his or her own rights with respect to the Deferred
Compensation Obligations.
A
participant’s or
beneficiary’s rights to the Deferred Compensation Obligations cannot be sold,
transferred, assigned, pledged or otherwise alienated or encumbered except
that
a participant may make a written designation of a beneficiary to receive such
deferred amounts upon his or her death pursuant to the terms of the Plan. Any
attempt to sell, transfer, assign, pledge or encumber the Deferred Compensation
Obligations will be void.
The
amount of
compensation to be credited to the account of or deferred by each participant
is
determined in accordance with the terms of the Plan and will be based on
elections by the participant and certain amounts credited by a participating
employer. Amounts in a participant’s bookkeeping account under the Plan will be
indexed to one or more hypothetical or “deemed” investment media individually
chosen by a participant from the hypothetical investment funds available under
the Plan. Each participant’s account will be adjusted to reflect the investment
performance of the selected investment fund(s), including any appreciation
or
depreciation. Amounts credited to the account of or deferred by the
participants, as applicable, will be fully vested (i.e.,
nonforfeitable).
There
is no trading
market for the Deferred Compensation Obligations.
The
Plan may be
terminated at any time by Caterpillar. The Plan may be amended at any time,
in
whole or in part, by Caterpillar’s Vice President, Human Services Division,
acting in consultation with Caterpillar’s Chairman of the Board of Directors and
appropriate Group President(s) of Caterpillar (or in consultation with the
full
Board of Directors if the Chairman of the Board deems it necessary). Any
amendment of the Plan will not directly or indirectly reduce the balance of
any
participant’s account as of the effective date of the amendment.
The
foregoing is a
brief description of the Deferred Compensation Obligations. The official
provisions of the Plan are contained in the attached Plan document, which is
attached as Exhibit 4.1 and is controlling in the event of a
discrepancy.
Item
5. Interests
of Named Experts and Counsel.
The
validity of the
Deferred Compensation Obligations issuable under the Caterpillar Inc.
Supplemental Deferred Compensation Plan have been passed upon by Debra Kuper,
our internal securities counsel. Ms. Kuper does not currently participate in
the
Plan, however, she is eligible to participate. Ms. Kuper beneficially owns
less
than one percent of the common stock of the Company.
Page
3
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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Caterpillar
Inc. Supplemental Deferred Compensation Plan.
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5.1
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Opinion
of
Debra Kuper, Securities Counsel for Caterpillar Inc.
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23.1
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Consent
of
PricewaterhouseCoopers LLP.
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23.2
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Consent
of
Debra Kuper (included in Exhibit 5.1).
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Item
9. Undertakings
(a) 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;
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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;
or
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| (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 Exchange Act that are incorporated by reference in this Registration
Statement, paragraphs (1)(i) and (ii) shall not apply.
Page
4
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(2)
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That,
for the
purpose of determining any liability under the Securities Act, 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 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
5
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Form
S-8 - 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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March
22,
2007
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By:
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/s/
James
B. Buda, Secretary
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James
B.
Buda, Secretary
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Pursuant
to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities
and
on the dates indicated.
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March
22,
2007
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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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March
22,
2007
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/s/
Stuart L. Levenick
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Group
President
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(Stuart
L. Levenick)
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March
22,
2007
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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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March
22,
2007
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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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March
22,
2007
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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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March
22,
2007
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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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March
22,
2007
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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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March
22,
2007
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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
6
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March
22,
2007
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/s/
W.
Frank Blount
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Director
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(W.
Frank Blount)
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March
22,
2007
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/s/
John
R. Brazil
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Director
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(John
R. Brazil)
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March
22,
2007
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/s/
Daniel M. Dickinson
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Director
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(Daniel
M. Dickinson)
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March
22,
2007
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/s/
Eugene V. Fife
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Director
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(Eugene
V. Fife)
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March
22,
2007
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/s/Gail
D.
Fosler
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Director
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(Gail
D. Fosler)
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March
22,
2007
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/s/
Juan
Gallardo
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Director
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(Juan
Gallardo)
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March
22,
2007
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/s/
David
R. Goode
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Director
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(David
R. Goode)
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March
22,
2007
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/s/
Peter
A. Magowan
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Director
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(Peter
A. Magowan)
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March
22,
2007
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/s/
William A. Osborn
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Director
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(William
A. Osborn)
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March
22,
2007
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/s/
Charles D. Powell
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Director
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(Charles
D. Powell)
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March
22,
2007
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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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March
22,
2007
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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
7
Exhibit
Index
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Exhibit
No.
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Description
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4.1
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Caterpillar
Inc. Supplemental Deferred Compensation Plan.
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5.1
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Opinion
of
Debra Kuper, Securities Counsel for Caterpillar Inc.
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23.1
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Consent
of
PricewaterhouseCoopers LLP.
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23.2
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Consent
of
Debra Kuper (included in Exhibit 5.1).
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