CATERPILLAR INC.
Caterpillar Inc.
Caterpillar Inc.: Files Form 8-K - Amendment to Articles of Incorporation
19-Fév-2021 / 19:04 CET/CEST
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2021
CATERPILLAR INC.
(Exact name of registrant as specified in its charter)
Delaware 1-768 37-0602744
(State or other jurisdiction of (Commission File (I.R.S Employer Identification No.)
incorporation) Number)
510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (224) 551-4000
Former name or former address, if changed since last report: N/A
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s)Name of each exchange which registered
Common Stock (USD1.00 par value) CAT The New York Stock Exchange
9 3/8% Debentures due March 15, 2021 CAT21 The New York Stock Exchange
8% Debentures due February 15, 2023 CAT23 The New York Stock Exchange
5.3% Debentures due September 15, 2035 CAT35 The New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities
Act of
1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
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 13(a) of the Exchange
? Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 3, 2021, and effective as of that date, Caterpillar Inc. (the "Company") filed a Change of Registered Agent
and/or Registered Office (the "Certificate of Change") with the Secretary of State of the State of Delaware to change
the Company's registered agent to Corporation Service Company, and its registered office to 251 Little Falls Drive,
County of New Castle, Wilmington, Delaware 19810. The Certificate of Change was approved by the Company's Board of
Directors in accordance with Delaware Law and has the effect of amending Article II of the Restated Certificate of
Incorporation of the Company. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by reference.
In addition, on February 3, 2021, and effective as of that date, the Company filed a Restated Certificate of
Incorporation (the "Restated Certificate") with the Secretary of the State of Delaware, integrating provisions of the
Certificate of Change. The Restated Certificate was approved by the Company's Board of Directors in accordance with
Delaware and only restated and integrated, but did not further amend the Restated Certificate. The foregoing
description of the Company's Restated Certificate is qualified in all respects by reference to the text of the Restated
Certificate, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
3.1 Change of Registered Agent Form
3.2 Restated Certificate of Incorporation
3.3 Marked Restated Certificate of Incorporation
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
CATERPILLAR INC.
February 9, 2021 By: /s/ Suzette M. Long
Suzette M. Long
Chief Legal Officer & General Counsel
EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as
follows:
1. The name of the corporation is: Caterpillar Inc.
2. The Registered Office of the corporation in the State of Delaware is changed to
Corporation Service Company
251 Little Falls Drive, in the City of Wilmington
County of New Castle County, Zip Code 19808.
The name of the Registered Agent at such address upon whom process against
this Corporation may be served is Corporation Service Company.
1. The foregoing change to the registered office/agent was adopted by a resolution of the Board of
Directors of the corporation.
By: /s/ Jill Cilmi
Authorized Officer
____Name: ____Jill Cilmi
Print or Type
Caterpillar: Confidential Green
EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
CATERPILLAR INC.
Caterpillar Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as
follows:
1. The present name of the corporation is Caterpillar Inc. The name under which the corporation was originally
incorporated was in Delaware was Caterpillar Inc. and the original Certificate of Incorporation of the corporation
was filed with the Secretary of State of the State of Delaware on March 12, 1986.
2. This Restated Certificate of Incorporation of the corporation only restates and integrates, and does not further
amend, the provisions of the Restated Certificate of Incorporation of the corporation, as heretofore amended, and
there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
3. This Restated Certificate of Incorporation has been duly adopted in accordance with Section 245 of the General
Corporation Law of the State of Delaware (the "DGCL").
4. Pursuant to Section 245 of the DGCL, the Restated Certificate of Incorporation of the corporation, as heretofore
amended, is hereby restated and integrated to read in its entirety as set forth on Exhibit 1.
5. This Restated Certificate of Incorporation shall become effective at 12:01 a.m., Eastern Time, on this 3rd day of
February 2020.
IN WITNESS WHEREOF, said Caterpillar Inc. has caused this certificate to be signed by D. James Umpleby III, its Chief
Executive Officer, and attested by Suzette M. Long, its Chief Legal Officer and General Counsel, this 29th day of
January 2021.
Caterpillar Inc.
By: /s/ D. James Umpleby III
Name: D. James Umpleby III
Title: Chief Executive Officer
ATTEST:
By: /s Suzette M. Long
Name: Suzette M. Long
Title: Chief Legal Officer and General Counsel
a
RESTATED CERTIFICATE OF INCORPORATION
OF
CATERPILLAR INC.
FIRST: The name of this corporation is Caterpillar Inc.
SECOND: The address of the registered office of the corporation in the State of Delaware is Corporation Service
Company, 251 Little Falls Drive in the City of Wilmington, 19808 County of New Castle, and the name of its registered
agent at that address is Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: (a) The corporation is authorized to issue two classes of shares to be designated, respectively, "common stock"
and "preferred stock." The total number of such shares shall be two billion and five million (2,005,000,000), all of
which shares shall have a par value of USD1.00 per share. The total number of shares of common stock authorized to be
issued shall be two billion (2,000,000,000) and the total number of shares of preferred stock authorized to be issued
shall be five million (5,000,000).
(b) The shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is
hereby authorized to establish from time to time by resolution or resolutions the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof, including but not limited to the fixing or alteration of the
dividend rights, dividend rate or rates, conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series
of shares of preferred stock, and the number of shares constituting any such series and the designation thereof, or any
or all of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such series.
FIFTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have power (MORE TO FOLLOW) Dow Jones Newswires
February 19, 2021 13:05 ET (18:05 GMT)
