As filed with the Securities and Exchange Commission on February 17, 2021
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.) | ||||
510 Lake Cook Road, Suite 100 Deerfield, Illinois 60015 (Address of Principal Executive Offices, Including Zip Code) |
Solar Savings and Investment Plan
(Full Title of the Plan)
Suzette M. Long
Chief Legal Officer and General Counsel
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 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 | 1,300,000 shares(1) | $197.76(2) | $257,088,000 | $28,049 | ||||||||||
(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 Solar Savings and Investment Plan pursuant to the anti-dilution provisions of such 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 on February 15, 2021. |
EXPLANATORY NOTE
Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2006 (File No. 333-133275) and August 16, 2010 (File No. 333-168867) (together, the “Prior Registration Statements”) to register under the Securities Act of 1933, as amended (the “Securities Act”), shares of Common Stock, par value $1.00 per share (the “Common Stock”), of Caterpillar Inc. (the “Registrant”) issuable under the Solar Savings and Investment Plan (as amended, the “Plan”).
This Registration Statement on Form S-8 (this “Registration Statement”) has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 under the Securities Act to register an additional 1,300,000 shares of Common Stock issuable under the Plan from time to time. The additional shares of Common Stock registered by this Registration Statement are of the same class as those securities covered by the Prior Registration Statements. This Registration Statement incorporates by reference the contents of the Prior Registration Statements to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant has filed the following documents with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such documents are hereby incorporated by reference in this Registration Statement:
•Annual Report on Form 10-K for the fiscal year ended December 31, 2020;
•Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2021; and
•the description of the Registrant’s Common Stock, which is contained in Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant 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) and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in 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. 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 | |||||||||||
4.2 | |||||||||||
4.3 | |||||||||||
5.1 | |||||||||||
23.1 | |||||||||||
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) |
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 17 day of February 2021.
CATERPILLAR INC. (Registrant) | |||||
/s/ Suzette M. Long | |||||
Name: Suzette M. Long | |||||
Title: Chief Legal Officer and General Counsel |
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.
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 17, 2021 | /s/ D. James Umpleby III | Chairman of the Board and Chief Executive Officer | ||||||||||||
D. James Umpleby III | ||||||||||||||
February 17, 2021 | /s/ Andrew R.J. Bonfield | Chief Financial Officer | ||||||||||||
Andrew R.J. Bonfield | ||||||||||||||
February 17, 2021 | /s/ G. Michael Marvel | Chief Accounting Officer | ||||||||||||
G. Michael Marvel | ||||||||||||||
February 17, 2021 | /s/ Kelly A. Ayotte | Director | ||||||||||||
Kelly A. Ayotte | ||||||||||||||
February 17, 2021 | /s/ David L. Calhoun | Presiding Director | ||||||||||||
David L. Calhoun | ||||||||||||||
February 17, 2021 | /s/ Daniel M. Dickinson | Director | ||||||||||||
Daniel M. Dickinson | ||||||||||||||
February 17, 2021 | /s/ Juan Gallardo | Director | ||||||||||||
Juan Gallardo | ||||||||||||||
February 17, 2021 | /s/ William A. Osborn | Director | ||||||||||||
William A. Osborn | ||||||||||||||
February 17, 2021 | /s/ Debra L. Reed-Klages | Director | ||||||||||||
Debra L. Reed-Klages | ||||||||||||||
February 17, 2021 | /s/ Edward B. Rust, Jr. | Director | ||||||||||||
Edward B. Rust, Jr. | ||||||||||||||
February 17, 2021 | /s/ Susan C. Schwab | Director | ||||||||||||
Susan C. Schwab | ||||||||||||||
February 17, 2021 | /s/ Miles D. White | Director | ||||||||||||
Miles D. White | ||||||||||||||
February 17, 2021 | /s/ Rayford Wilkins, Jr. | Director | ||||||||||||
Rayford Wilkins, Jr. | ||||||||||||||
SIGNATURES
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 duly authorized, in the City of Deerfield, State of Illinois on this 17 day of February 2021.
SOLAR SAVINGS AND INVESTMENT PLAN | |||||
/s/ Stephen G. Robertson | |||||
Name: Stephen G. Robertson | |||||
Title: Caterpillar Inc. Benefit Administrative Committee |