s-8_2010.htm
 
As filed with the Securities and Exchange Commission on August 16, 2010
 
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)
 
37-0602744
(IRS Employer Identification No.)
100 NE Adams Street
Peoria, Illinois 61629
(Address of Principal Executive Offices)
 
Solar Turbines Incorporated
Savings and Investment Plan
(Full Title of the Plan)
 
James B. Buda
Vice President, Secretary and Chief Legal Officer
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)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):
 
 
Large accelerated filer
 
X
 
Accelerated filer
     
                 
 
Non-accelerated filer
     
Smaller reporting company
     
 
 
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
 
8,000,000 shares(1)
 
$67.39(2)
 
$539,120,000
 
$38,439.26
 
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also 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 August 12, 2010.
 
Page 1


Part I
 
EXPLANATORY  NOTE
 
This Registration Statement on Form S-8 is being filed to register an additional 8,000,000 shares of the Registrant’s Common Stock, par value $1.00 per share, to be issued pursuant to the Solar Turbines Incorporated Savings and Investment Plan (the “Plan”).  In accordance with General Instruction E to Form S-8, the Registrant and the Plan hereby incorporate by reference the contents of the following Registration Statement previously filed by the Registrant and the Plan:
 
·  
Registration Statement on Form S-8 (Registration No. 333-133275) filed April 13, 2006.

 
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
 
 
Consent of PricewaterhouseCoopers LLP
 

The Company will submit or has submitted the Plan and any amendment 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.
 
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)
 
 
August 16, 2010
 
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.
 
       
August 16, 2010
/s/James W. Owens
 
Chairman of the Board and Director
 
(James W. Owens)
 
 
 
 
August 16, 2010
/s/Douglas R. Oberhelman
 
Chief Executive Officer and Director
 
(Douglas R. Oberhelman)
 
 
   
August 16, 2010
/s/Richard P. Lavin
 
Group President
 
(Richard P. Lavin)
 
 
   
August 16, 2010
/s/Stu L. Levenick
 
Group President
 
(Stu L. Levenick)
 
 
   
August 16, 2010
/s/Edward J. Rapp
 
Group President and Chief Financial Officer
 
(Edward J. Rapp)
 
 
   
August 16, 2010
/s/Gerard R. Vittecoq
 
Group President
 
(Gerard R. Vittecoq)
 
 
   
August 16, 2010
/s/Steven H. Wunning
 
Group President
 
(Steven H. Wunning)
 
 
   
August 16, 2010
/s/Jananne A. Copeland
 
Controller and Chief Accounting Officer
 
(Jananne A. Copeland)
   
 
Page 3


August 16, 2010
/s/W. Frank Blount
 
Director
 
(W. Frank Blount)
 
   
August 16, 2010
/s/John R. Brazil
 
Director
 
(John R. Brazil)
 
   
August 16, 2010
/s/Daniel M. Dickinson
 
Director
 
(Daniel M. Dickinson)
 
   
August 16, 2010
/s/John T. Dillon
 
Director
 
(John T. Dillon)
 
   
August 16, 2010
/s/Eugene V. Fife
 
Director
 
(Eugene V. Fife)
 
   
August 16, 2010
/s/Gail D. Fosler
 
Director
 
(Gail D. Fosler)
 
   
August 16, 2010
/s/Juan Gallardo
 
Director
 
(Juan Gallardo)
 
   
August 16, 2010
/s/David R. Goode
 
Director
 
(David R. Goode)
 
   
August 16, 2010
/s/Peter A. Magowan
 
Director
 
(Peter A. Magowan)
 
   
August 16, 2010
/s/William A. Osborn
 
Director
 
(William A. Osborn)
 
   
August 16, 2010
/s/Charles D. Powell
 
Director
 
(Charles D. Powell)
 
   
August 16, 2010
/s/Edward B. Rust, Jr.
 
Director
 
(Edward B. Rust, Jr.)
 
   
August 16, 2010
/s/Susan C. Schwab
 
Director
 
(Susan C. Schwab)
 
   
August 16, 2010
/s/Joshua I. Smith
 
Director
 
(Joshua I. Smith)
   
 
Page 4


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 Peoria, the State of Illinois.
 
     
SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN
 
 
 
August 16, 2010
 
By:
/s/Jonathan D. Ginzel
     
Name:  Jonathan D. Ginzel
Title:  Plan Administrator
 
Page 5


Exhibit Index
 
Exhibit No.
 
Description
 
23.1
Consent of PricewaterhouseCoopers LLP
 
Page 6