CATERPILLAR INC — Regulatory Filings 2006

Apr 13, 2006

S-8 1 s8-tdsp_2006.htm S-8 FOR TDSP - 2006 S-8 for TDSP - 2006 Licensed to: Caterpillar Inc. Document Created using EDGARIZER HTML 3.0.3.0 Copyright 2005 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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)

Delaware	37-0602744
(State
of
Incorporation)	(IRS
Employer
Identification No.)
100
NE Adams Street Peoria,
Illinois 61629
(Address
of
Principal Executive Offices)

Tax Deferred Savings 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

| Title
of
securities to be registered | Amount
to
be registered | Proposed
maximum offering price per share | Proposed
maximum aggregate offering price | Amount
of registration
fee |
| --- | --- | --- | --- | --- |
| Common
Stock,
par value $1.00 | 12,000,000
shares (1) | $75.3550
(2) | $904,260,000 | $96,755.82 |

(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 Tax Deferred Savings 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:

| (a) | 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; |
| --- | --- |
| (b) | Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
February 22, 2006; |
| (c) | Caterpillar’s
Current Report on Form 8-K (File No. 1-768) filed with the Commission
on
February 10, 2006; and |
| (d) | 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. |

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.

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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:

| Exhibit
No. | Description |
| --- | --- |
| 4.1 | Tax
Deferred
Savings Plan |
| 4.2 | Amendment
to
Tax Deferred Savings Plan |
| 23.1 | Consent
of
PricewaterhouseCoopers LLP |

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.

Page 3

Item 9. Undertakings

| (a) | The
undersigned Registrant hereby undertakes: — (1) | To
file,
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: | |
| --- | --- | --- | --- |
| | | (i) | to
include
any prospectus required by Section 10(a)(3) of the Securities Act
of
1933; |
| | | (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 |
| | | (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; |
| | | 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. | |
| | (2) | 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 | |
| | (3) | 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. | |
| (b) | 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. | | |
| (c) | 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. | | |

Page 4

SIGNATURES
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.
		CATERPILLAR
INC. (Registrant)
April
13,
2006	By:	/s/James
B. Buda
		James
B.
Buda, Secretary

| 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. — April
13,
2006 | /s/James
W. Owens | Chairman
of
the Board, Director and
Chief
Executive Officer |
| --- | --- | --- |
| | (James
W.
Owens) | |
| April
13,
2006 | /s/Stu
L.
Levenick | Group
President |
| | (Stu
L.
Levenick) | |
| April
13,
2006 | /s/Douglas
R. Oberhelman | Group
President |
| | (Douglas
R.
Oberhelman) | |
| April
13,
2006 | /s/Gerald
L. Shaheen | Group
President |
| | (Gerald
L.
Shaheen) | |
| April
13,
2006 | /s/Gerard
R. Vittecoq | Group
President |
| | (Gerard
R.
Vittecoq) | |
| April
13,
2006 | /s/Steven
H. Wunning | Group
President |
| | (Steven
H.
Wunning) | |
| April
13,
2006 | /s/David
B. Burritt | Vice
President and Chief
Financial Officer |
| | (David
B.
Burritt) | |
| April
13,
2006 | /s/Bradley
M.Halverson | Controller
and Chief
Accounting Officer |
| | (Bradley
M.
Halverson) | |

Page 5

| April
13,
2006 | /s/W.
Frank Bount | Director |
| --- | --- | --- |
| | (W.
Frank
Blount) | |
| April
13,
2006 | /s/John
R. Brazil | Director |
| | (John
R.
Brazil) | |
| April
13,
2006 | /s/John
T. Dillon | Director |
| | (John
T.
Dillon) | |
| April
13,
2006 | /s/Eugene
V. Fife | Director |
| | (Eugene
V.
Fife) | |
| April
13,
2006 | /s/Gail
D. Fosler | Director |
| | (Gail
D.
Fosler) | |
| April
13,
2006 | /s/Juan
Gallardo | Director |
| | (Juan
Gallardo) | |
| April
13,
2006 | /s/David
R. Goode | Director |
| | (David
R.
Goode) | |
| April
13,
2006 | /s/Peter
A. Magowan | Director |
| | (Peter
A.
Magowan) | |
| April
13,
2006 | /s/William
A. Osborn | Director |
| | (William
A.
Osborn) | |
| April
13,
2006 | /s/Gordon
R. Parker | Director |
| | (Gordon
R.
Parker) | |
| April
13,
2006 | /s/Charles
D. Powell | Director |
| | (Charles
D.
Powell) | |
| April
13,
2006 | /s/Edward
B. Rust, Jr. | Director |
| | (Edward
B.
Rust, Jr.) | |
| April
13,
2006 | /s/Joshua
I. Smith | Director |
| | (Joshua
I
Smith) | |

Page 6

| 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. | | |
| --- | --- | --- |
| | | TAX
DEFERRED SAVINGS PLAN |
| April
13,
2006 | By: | /s/S.
C.
Banwart |
| | | S.
C.
Banwart Plan
Administrator |

Page 7

Exhibit Index

| Exhibit
No. | Description |
| --- | --- |
| 4.1 | Tax
Deferred
Savings Plan |
| 4.2 | Amendment
to
Tax Deferred Savings Plan |
| 23.1 | Consent
of
PricewaterhouseCoopers LLP |

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