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)
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Delaware
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37-0602744
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(State
of
Incorporation)
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(IRS
Employer
Identification No.)
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100
NE Adams Street
Peoria,
Illinois 61629
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(Address
of
Principal Executive Offices)
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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
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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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50,000,000
shares(1)
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$
75.3550(2)
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$3,767,750,000
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$403,149.25
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(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:
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Exhibit
No.
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Description
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23.1
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Consent
of
PricewaterhouseCoopers LLP
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Page
2
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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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April
13,
2006
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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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April
13,
2006
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/s/James
W. Ownes
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Chairman
of
the Board, Director
and
Chief
Executive Officer
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(James
W.
Owens)
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April
13,
2006
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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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April
13,
2006
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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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April
13,
2006
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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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April
13,
2006
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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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April
13,
2006
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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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April
13,
2006
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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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April
13,
2006
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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
3
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April
13,
2006
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/s/W.
Frank Blount
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Director
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(W.
Frank
Blount)
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April
13,
2006
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/s/John
R. Brazil
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Director
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(John
R.
Brazil)
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April
13,
2006
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/s/John
T. Dillon
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Director
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(John
T.
Dillon)
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April
13,
2006
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/s/Eugene
V. Fife
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Director
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(Eugene
V.
Fife)
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April
13,
2006
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/s/Gail
D. Fosler
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Director
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(Gail
D.
Fosler)
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April
13,
2006
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/s/Juan
Gallardo
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Director
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(Juan
Gallardo)
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April
13,
2006
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/s/David
R. Goode
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Director
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(David
R.
Goode)
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April
13,
2006
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/s/Peter
A. Magowan
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Director
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(Peter
A.
Magowan)
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April
13,
2006
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/s/William
A. Osborn
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Director
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(William
A.
Osborn)
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April
13,
2006
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/s/Gordon
R. Parker
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Director
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(Gordon
R.
Parker)
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April
13,
2006
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/s/Charles
D. Powell
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Director
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(Charles
D.
Powell)
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April
13,
2006
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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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April
13,
2006
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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
4
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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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CATERPILLAR
401(k) PLAN
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April
13,
2006
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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
5
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
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23.1
|
Consent
of
PricewaterhouseCoopers LLP
|
Page
6