CATERPILLAR INC — Regulatory Filings 2020

Feb 19, 2020

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As filed with the Securities and Exchange Commission on February 19, 2020

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 (State of Incorporation)
510 Lake Cook Road, Suite 100 Deerfield, Illinois 60015 (Address of Principal Executive Offices, Including Zip Code)

Caterpillar 401(k) Savings Plan

(Full Title of the Plan)

Suzette M. Long Chief Legal Officer, General Counsel and Corporate Secretary Caterpillar Inc. 510 Lake Cook Road, Suite 100

Deerfield, Illinois 60015 (224) 551-4000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. — Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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 per share	41,000,000 (1)	$138.255 (2)	$5,668,455,000 (2)	$735,766 (2)
(1) Represents shares of common stock, par value $1.00 per share (the “Common Stock”), of Caterpillar Inc. (the “Registrant”) that may be offered for sale pursuant to the Caterpillar 401(k) Savings Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction.
(2) Pursuant to Securities Act Rule 457(c) and in accordance with Rule 457(h)(1), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on February 14, 2020, as quoted on the New York Stock Exchange.

EXPLANATORY NOTE

The purpose of this Registration Statement is to register 41,000,000 additional shares of common stock, par value $1.00 per share (“Common Stock”), of Caterpillar Inc. (the “Registrant”) that may be offered for sale to participants in the Caterpillar 401(k) Savings Plan (the “Plan”). On August 10, 2017, the Registrant filed a registration statement on Form S-8 (File No. 333-219861) with the Securities and Exchange Commission (the “SEC”) in order to register shares of its Common Stock and interests issuable under the Plan. In accordance with the requirements of General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant and the Plan with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

•	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 ;
•	Current Report on Form 8-K filed on January 27, 2020 ;
•	The Caterpillar 401(k) Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2018 ; and
•	All other reports filed by the Registrant or the Plan pursuant to Section 13(a) or 15(d) of the Exchange Act. between December 31, 2019 and the date of the filing of this Registration Statement.

In addition, all documents subsequently filed by the Registrant and the Plan with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any information that is furnished but that is deemed not to have been filed) prior to the filing of a post-effective amendment hereto that either indicates that all securities offered hereby have been sold or deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into 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 contemporaneously or 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 5. Interests of Named Experts and Counsel.

The validity of the securities registered hereunder will be passed upon for the Registrant by Jennifer K. Schott, Deputy General Counsel, who is employed by the Registrant and is eligible to participate in the Plan. Ms. Schott owns, directly and indirectly, less than 1% of the outstanding shares of the Registrant’s common stock.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference in this Registration Statement:

Exhibit No.	Description
4.1	Restated Certificate of Incorporation of Caterpillar Inc. effective June 13, 2012 (incorporated by reference from Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
4.2	Bylaws of Caterpillar Inc., as amended and restated on June 8, 2016 (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed June 10, 2016)
4.3	Caterpillar 401(k) Savings Plan (As Amended and Restated Effective January 1, 2017) (incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed August 10, 2017)
4.4	First Amendment to the Caterpillar 401(k) Savings Plan, effective as of January 6, 2017 (incorporated by reference from Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed August 10, 2017)
4.5	Second Amendment to the Caterpillar 401(k) Savings Plan, effective as of March 31, 2017 (incorporated by reference from Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 filed August 10, 2017)
5.1	Opinion of Jennifer K. Schott, Deputy General Counsel
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Jennifer K. Schott, Deputy General Counsel (included in Exhibit 5.1)
24.1	Powers of Attorney (contained in the signature page to this Registration Statement)

The Registrant will submit or has submitted the Plan and any amendments 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.

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 Deerfield, State of Illinois on this 19th day of February 2020.
	CATERPILLAR INC. (Registrant)
By:	/s/ Suzette M. Long
	Suzette M. Long Chief Legal Officer, General Counsel and Corporate Secretary

Each person whose signature appears below constitutes and appoints Suzette M. Long and Jennifer K. Schott, and each of them, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, this Registration Statement on Form S-8 (including all amendments, including post-effective amendments, thereto), and any registration statement filed pursuant to Rule 462(b) of the Securities Act in connection with the securities registered hereunder, together with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary and/or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself/she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. 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 date indicated. — February 19, 2020	/s/ D. James Umpleby III	Chairman of the Board and Chief Executive Officer
	D. James Umpleby III
February 19, 2020	/s/ Andrew R. J. Bonfield	Chief Financial Officer
	Andrew R. J. Bonfield
February 19, 2020	/s/ G. Michael Marvel	Chief Accounting Officer
	G. Michael Marvel
February 19, 2020	/s/ Kelly A. Ayotte	Director
	Kelly A. Ayotte
February 19, 2020	/s/ David L. Calhoun	Presiding Director
	David L. Calhoun
February 19, 2020	/s/ Daniel M. Dickinson	Director
	Daniel M. Dickinson
February 19, 2020	/s/ Juan Gallardo	Director
	Juan Gallardo
February 19, 2020	/s/ William A. Osborn	Director
	William A. Osborn
February 19, 2020	/s/ Debra L. Reed-Klages	Director
	Debra L. Reed-Klages
February 19, 2020	/s/ Edward B. Rust, Jr.	Director
	Edward B. Rust, Jr.

February 19, 2020	/s/ Susan C. Schwab	Director
	Susan C. Schwab
February 19, 2020	/s/ Miles D. White	Director
	Miles D. White
February 19, 2020	/s/ Rayford Wilkins, Jr.	Director
	Rayford Wilkins, Jr.

SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto authorized, in the City of Deerfield, the State of Illinois, on this 19th day of February 2020.
		Caterpillar 401(k) Savings Plan
February 19, 2020	By:	/s/ Jeffrey A. Wilson
		Name: Jeffrey A. Wilson
		Title: Chair of Caterpillar Inc. Benefit Administrative Committee