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Caterpillar Inc.: Files Form S-8 401(K) Savings -2-

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DJ Caterpillar Inc.: Files Form S-8 401(K) Savings Plan



Caterpillar Inc.
Caterpillar Inc.: Files Form S-8 401(K) Savings Plan

21-Fév-2020 / 19:51 CET/CEST
Information réglementaire transmise par EQS Group.
Le contenu de ce communiqué est de la responsabilité de l'émetteur.

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 37-0602744

(State of Incorporation) (IRS Employer Identification No.)

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 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 Amount to be Proposed Proposed Amount of
securities registered maximum maximum registration
to be offering aggregate fee
registered price per offering
share price

$735,766(2)

$5,668,45
5,000(2)
Common 41,000,000(1 $138.255(2)
Stock, par )
value $1.00
per share

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

Restated Certificate of Incorporation of Caterpillar Inc. effective June 13,
2012

4.1 (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,

(MORE TO FOLLOW) Dow Jones Newswires

February 21, 2020 13:51 ET ( 18:51 GMT)


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 Chairman of the Board
Umpleby III 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

Caterpillar Inc.

510 Lake Cook Road, Suite 100

Deerfield, Illinois 60015

February 19, 2020

Re: Caterpillar Inc. Registration Statement on Form S-8
Ladies and Gentlemen:

I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Caterpillar Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the registration
of 41,000,000 shares of Common Stock, $1.00 par value per share (the
"Registered Shares"), of the Company which are issuable pursuant to the
Caterpillar 401(k) Savings Plan, as amended (the "Plan").

This opinion letter is being delivered in accordance with the requirements
of Item 601(b) (5) of Regulation S-K under the Securities Act.

I have examined the Registration Statement, the Company's Restated
Certificate of Incorporation, the Company's Amended and Restated ByLaws, the
Plan, and the resolutions adopted by the board of directors of the Company
relating to the Registration Statement and the Plan. I have also examined
originals, or copies of originals certified to my satisfaction, of such
agreements, documents, certificates and statements of the Company and other
corporate documents and instruments, and have examined such questions of
law, as I have considered relevant and necessary as a basis for this opinion
letter. I have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures, the legal capacity of all
persons and the conformity with the original documents of any copies thereof
submitted to me for examination. As to facts relevant to the opinions
expressed herein, I have relied without independent investigation or
verification upon, and assumed the accuracy and completeness of,
certificates, letters and oral and written statements and representations of
public officials and officers and other representatives of the Company.

Based on the foregoing, I am of the opinion that each Registered Share that
is newly issued pursuant to the Plan will be validly issued, fully paid and
non-assessable when (i) the Registration Statement has become effective
under the Securities Act; (ii) such Registered Share shall have been duly
issued and delivered in accordance with the Plan and (iii) either
certificates representing such Registered Share shall have been duly
executed, countersigned and registered and duly delivered to the person
entitled thereto against payment of the agreed consideration therefor (in an
amount not less than the par value thereof), or if any Registered Share is
to be issued in uncertificated form, the Company's books shall reflect the
issuance of such Registered Share to the person entitled thereto against
payment of the agreed consideration therefor (in an amount not less than the
par value thereof), all in accordance with the Plan.

This opinion letter is limited to the laws of the State of Illinois and the
General Corporation Law of the State of Delaware. I express no opinion as to
the laws, rules or regulations of any other jurisdiction, including, without
limitation, other federal laws of the United States of America or any state
securities or blue sky laws.

I hereby consent to the filing of this opinion letter as an Exhibit to the
Registration Statement and to all references to me included in or made a
part of the Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons for whose consent is required
under Section 7 of the Securities Act.

Very truly yours,

/s/ Jennifer K. Schott Jennifer K. Schott Deputy General Counsel and
Assistant Corporate Secretary

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Caterpillar Inc. of our report dated February 19,
2020 relating to the financial statements and the effectiveness of internal
control over financial reporting, which appears in Caterpillar Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2019.

We also consent to the incorporation by reference in this Registration
Statement of our report dated June 25, 2019 relating to the financial
statements and supplemental schedule, which appears in the Annual Report of
the Caterpillar 401(k) Savings Plan on Form 11-K for the year ended December
31, 2018.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
February 19, 2020

Fichier PDF dépôt réglementaire

Titre du document : Caterpillar Inc.: Files Form S-8 401(K) Savings Plan
Document : http://n.eqs.com/c/fncls.ssp?u=GAIXLTHLCD [1]

Langue : Français
Entreprise : Caterpillar Inc.
510 Lake Cook Road, Suite 100
60015 Deerfield, Illinois
??tats-Unis
Téléphone : 224-551-4000
Internet : www.caterpillar.com
ISIN : US1491231015
Ticker Euronext : CATR
Catégorie AMF : Acquisition ou cession des actions de l'émetteur /
Transactions sur actions propres (version agrégée)
EQS News ID : 981637

Fin du communiqué EQS News-Service

981637 21-Fév-2020 CET/CEST


1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=da286b7c4bd28d1831aa884bda081111&application_id=981637&site_id=vwd&application_name=news


(END) Dow Jones Newswires

February 21, 2020 13:51 ET ( 18:51 GMT)
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