Delaware
(State of Incorporation)
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37-0602744
(IRS Employer Identification No.)
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100 NE Adams Street
Peoria, Illinois 61629
(Address of Principal Executive Offices)
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Annual Report on Form 10-K for the fiscal year ended December 31, 2013;
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Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014;
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Definitive Proxy Statement on Schedule 14A for our 2014 Annual Meeting of Stockholders filed on April 21, 2014 (only those parts incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2013);
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Current Reports on Form 8-K filed May 8, 2014; June 11, 2014; and June 12, 2014.
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Exhibit No.
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Description
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4.1
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Restated Certificate of Incorporation of Caterpillar Inc. effective June 13, 2012 (incorporated by reference from Exhibit 3.1 to Caterpillar’s Quarterly Report on Form 10-Q filed on August 6, 2012)
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4.2
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Bylaws of Caterpillar Inc., as amended and restated as of December 11, 2013 (incorporated by reference from Exhibit 3.1 to Caterpillar’s Current Report on Form 8-K filed on December 11, 2013)
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4.3
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Caterpillar Inc. 2014 Long-Term Incentive Plan effective June 11, 2014 (incorporated by reference from Exhibit 10.1 to Caterpillar’s Current Report on Form 8-K filed on June 12, 2014)
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5.1
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Opinion of Patrick G. Holcombe, Senior Corporate Securities Counsel and Assistant Corporate Secretary
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Patrick G. Holcombe (included in Exhibit 5.1)
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24
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Powers of Attorney (contained in the signature page to this Registration Statement)
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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i.
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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ii.
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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
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iii.
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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;
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2.
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That, for the purpose of determining any liability under the Securities Act, 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
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3.
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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.
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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, State of Illinois on this 12
th
day of June, 2014.
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CATERPILLAR INC.
(Registrant) |
June 12, 2014
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By:
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/s/ James B. Buda
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James B. Buda
Executive Vice President, Law and Public Policy
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Each person whose signature appears below constitutes and appoints James B. Buda, Christopher C. Spears and Christopher M. Reitz, 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.
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June 12, 2014
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/s/ Douglas R. Oberhelman
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Chairman of the Board and
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Douglas R. Oberhelman
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Chief Executive Officer
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June 12, 2014
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/s/ Bradley M. Halverson
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Group President and
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Bradley M. Halverson
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Chief Financial Officer
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June 12, 2014
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/s/ Jananne A. Copeland
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Chief Accounting Officer
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Jananne A. Copeland
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June 12, 2014
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/s/ David L. Calhoun
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Director
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David L. Calhoun
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June 12, 2014
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/s/ Daniel M. Dickinson
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Director
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Daniel M. Dickinson
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June 12, 2014
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/s/ Juan Gallardo
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Director
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Juan Gallardo
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June 12, 2014
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/s/ Jesse J. Greene, Jr.
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Director
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Jesse J. Greene, Jr.
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June 12, 2014
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/s/ Jon M. Huntsman, Jr.
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Director
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Jon M. Huntsman, Jr.
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June 12, 2014
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/s/ Peter A. Magowan
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Director
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Peter A. Magowan
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June 12, 2014
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/s/ Dennis A. Muilenburg
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Director
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Dennis A. Muilenburg
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June 12, 2014
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/s/ William A. Osborn
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Director
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William A. Osborn
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June 12, 2014
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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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June 12, 2014
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/s/ Susan C. Schwab
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Director
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Susan C. Schwab
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June 12, 2014
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/s/ Miles D. White
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Director
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Miles D. White
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Exhibit No.
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Description
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4.1
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Restated Certificate of Incorporation of Caterpillar Inc. effective June 13, 2012 (incorporated by reference from Exhibit 3.1 to Caterpillar’s Quarterly Report on Form 10-Q filed on August 6, 2012)
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4.2
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Bylaws of Caterpillar Inc., as amended and restated as of December 11, 2013 (incorporated by reference from Exhibit 3.1 to Caterpillar’s Current Report on Form 8-K filed on December 11, 2013)
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4.3
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Caterpillar Inc. 2014 Long-Term Incentive Plan effective June 11, 2014 (incorporated by reference from Exhibit 10.1 to Caterpillar’s Current Report on Form 8-K filed on June 12, 2014)
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5.1
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Opinion of Patrick G. Holcombe, Senior Corporate Securities Counsel and Assistant Corporate Secretary
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Patrick G. Holcombe (included in Exhibit 5.1)
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24
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Powers of Attorney (contained in the signature page to this Registration Statement)
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Caterpillar Inc.
100 NE Adams Street Peoria, Illinois 61629 |
Re:
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Registration Statement on Form S-8 of Caterpillar Inc., Registering 30,000,000 Shares of Common Stock, par value $1.00 per share
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