Registration Nos. 333-162796 and 333-123368
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CUMMINS INC.
(Exact name of registrant as specified in its charter)
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Indiana |
35-0257090 |
500 Jackson Street
Box 3005
Columbus, Indiana 47202-3005
(Address, Including Zip Code, of Principal Executive Offices)
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Cummins Inc. 2003 Stock Incentive Plan
(Full Title of the Plan)
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Sharon R. Barner Vice President—General Counsel 500 Jackson Street P.O. Box 3005 Columbus, Indiana 47202-3005 (812) 377-3609 (Name, Address and Telephone Number,
Including Area Code, of Agent for Service) |
COPY TO: Corporate Secretary 500 Jackson
Street
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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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o
Non-accelerated filer o Smaller reporting
company o
(Do not check if smaller reporting company)
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On May 8, 2012, the shareholders of Cummins Inc. (the “Company”) approved the 2012 Omnibus Incentive Plan (the “2012 Plan”), which became effective upon such approval. The Plan is a successor plan to the 2003 Stock Incentive Plan (the “Prior Plan”), and 4,009,467 shares of Common Stock (the “Prior Shares”) that remained available under the Prior Plan for future grants were added to the number of shares available under the 2012 Plan. The Prior Shares were registered on Forms S-8 (Registration Statement Nos. 333-162796 and 333-123368) (the “Prior Registration Statements”), and have been transferred to the Plan.
This Post-Effective Amendment No. 1 to the Prior Registration Statements is being filed for the purpose of disclosing that the Prior Shares (3,500,000 from Registration Statement No. 333-162796 and 509,467 from Registration Statement No. 333-123368) have been moved to the Company’s Registration Statement on Form S-8 filed on June 6, 2012 (No. 333-181927), which also registered an additional 3,500,000 shares of Common Stock under the Plan.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Indiana, on this 5th day of July, 2012.
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CUMMINS INC. |
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By: /s/ Marsha L. Hunt |
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Marsha L. Hunt |
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Vice President – Corporate Controller |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons on July 5, 2012 in the capacities indicated.
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/s/ N. Thomas Linebarger N. Thomas Linebarger |
Director and Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
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/s/ Patrick J. Ward Patrick J. Ward |
Vice President – Chief Financial Officer (Principal Financial Officer) |
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/s/ Marsha L. Hunt |
Vice President – Corporate Controller (Principal Accounting Officer) |
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/s/ Robert J. Bernhard Robert J. Bernhard |
Director
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/s/ Franklin R. Chang Diaz Franklin R. Chang Diaz |
Director
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/s/ Stephen B. Dobbs Stephen B. Dobbs |
Director
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/s/ Robert K. Herdman Robert K. Herdman |
Director
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* Alexis M. Herman |
Director
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* William I. Miller |
Director
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* Georgia R. Nelson |
Director
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* Carl Ware |
Director
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* By: /s/ Marsha L. Hunt
Marsha L. Hunt
Attorney-in-fact