CATERPILLAR INC — Regulatory Filings 2006

Apr 13, 2006

S-8 1 s8-401k_2006.htm S-8 FOR 401K - 2006 S-8 for 401k - 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)

Caterpillar 401(k) 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

| 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 | 50,000,000
shares(1) | $
75.3550(2) | $3,767,750,000 | $403,149.25 |

(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 Caterpillar 401(k) 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

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 50,000,000 shares of the Registrant’s Common Stock to be issued pursuant to the Caterpillar 401(k) Plan, as amended (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registrant and the Plan hereby incorporate by reference the contents of the previous Registration Statement filed by the Registrant and the Plan on Form S-8, as amended by Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-111355).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following is a complete list of exhibits filed as a part of this Registration Statement:

| Exhibit
No. | Description |
| --- | --- |
| 23.1 | Consent
of
PricewaterhouseCoopers LLP |

Page 2

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. Ownes | 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 3

| April
13,
2006 | /s/W.
Frank Blount | 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 4

| 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. | | |
| --- | --- | --- |
| | | CATERPILLAR
401(k) PLAN |
| April
13,
2006 | By: | /s/S.
C.
Banwart |
| | | S.
C.
Banwart Plan
Administrator |

Page 5

Exhibit Index

| Exhibit
No. | Description |
| --- | --- |
| 23.1 | Consent
of
PricewaterhouseCoopers LLP |

Page 6