As filed with the Securities and Exchange Commission on June 6, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
Securities Act of 1933
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JONES LANG LASALLE INCORPORATED
(Exact name of registrant as specified in its charter)
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MARYLAND 36-4150422
----------------------- ---------------------
(State of incorporation) (I.R.S. employer
identification number)
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Address of principal executive offices, including zip code)
JONES LANG LASALLE INCORPORATED
AMENDED AND RESTATED
STOCK AWARD AND INCENTIVE PLAN
(Full title of the plan)
FRITZ E. FREIDINGER
VICE PRESIDENT AND SECRETARY
JONES LANG LASALLE INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(Name, address and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed
Maximum Proposed
Title of Amount Offering Maximum Amount of
Securities to be Price Aggregate Registra-
to be Registered per Share Offering tion fee
Registered (1) (2) (3) Price (3) (4)
-------------------------------------------------------------------------
Common Stock, 9,110,000 $ 22.97 $209,256,700.00 N/A
par value
$.01 per
share
=========================================================================
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(1) The Registrant has previously filed Registration Statements on
Form S-8 (File Nos. 333-42193, 333-50721 and 333-69810) registering
a total of 8,610,000 shares of its common stock issuable pursuant to
the Jones Lang LaSalle Incorporated 1997 Stock Award and Incentive
Plan, as amended ("Stock Award and Incentive Plan"), and a
Registration Statement of Form S-8 (File No.333-42193) registering
500,000 shares of its common stock issuable pursuant to the Jones
Lang LaSalle Stock Compensation Program, as amended (the "Stock
Compensation Program"). The Stock Award and Incentive Plan and Stock
Compensation Program are referred to herein collectively as the
"Former Plans." Effective as of May 14, 2002, the Registrant's Board
of Directors authorized the amendment and restatement of the Former
Plans to combine the Former Plans into a single plan. The Former
Plans, as so combined, have been renamed as the "Jones Lang LaSalle
Amended and Restated Stock Award and Incentive Plan" and are referred
to herein as the "Plan." The maximum number of shares of the
Registrant's common stock issuable pursuant to the Plan is 9,110,000
shares, subject to adjustment pursuant to the Plan upon the
occurrence of certain events. In accordance with Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers such indeterminate number of
shares of common stock as may be issuable as a result of such
adjustments.
(2) Pursuant to Rule 457(h) and (c) under the Securities Act, the maximum
offering price per share equals the average of the high and low sale
prices for a share of Common Stock on the New York Stock Exchange on
June 4, 2002.
(3) Computed in accordance with Rule 457 under the Securities Act solely
for the purpose of determining the registration fee.
(4) The Registrant has previously filed separate Registration Statements
on Form S-8 (File Nos. 333-42193, 333-50721 and 333-42193), and paid
the applicable filing fees, with respect to all of the shares of its
common stock issued or issuable pursuant to the Plan.
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REGISTRATION OF ADDITIONAL SECURITIES
Jones Lang LaSalle Incorporated, a Maryland corporation (the
"Company"), has previously established the Jones Lang LaSalle Incorporated
1997 Stock Award and Incentive Plan, as amended ("Stock Award and Incentive
Plan"), and the Jones Lang LaSalle Stock Compensation Program, as amended
(the "Stock Compensation Program"). The Stock Award and Incentive Plan and
Stock Compensation Program are referred to herein collectively as the
"Former Plans." Effective as of May 14, 2002, the Company's Board of
Directors authorized the amendment and restatement of the Former Plans
combine the Former Plans into a single plan. The Former Plans, as so
combined, have been renamed as the "Jones Lang LaSalle Amended and Restated
Stock Award and Incentive Plan" and are referred to herein as the "Plan."
The Company is filing this Registration Statement pursuant to General
Instruction E of Form S-8 to reflect that the 8,610,000 shares of its
common stock previously authorized for issuance pursuant to the Stock Award
and Incentive Plan and the 500,000 share of its common stock previously
authorized for issuance pursuant to the Stock Compensation Plan will, from
and after the effective date of the Plan, be authorized for issuance under
the Plan. The contents of the Company's Registration Statements on Form S-
8, File Nos. 333-42193, 333-50720 and 333-69810, are hereby incorporated by
reference into this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following information is provided pursuant to General
Instruction E of Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002; and
(c) The description of the Common Stock contained in the prospectus
included in the Company's registration statement on Form S-1 (File No. 333-
25741), as amended, incorporated by reference in the Company's registration
statement on Form 8-A, dated June 27, 1997, filed with the Commission
pursuant to Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document 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 subsequently filed document which also is
incorporated or 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 8. EXHIBITS.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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5 Opinion of Fritz E. Freidinger, Esq. (incorporated by reference
to Exhibit 5 to Registration Statements on Form S-8 (File Nos.
333-42193, 333-50721, 333-50721 and 333-42193) previously filed
by the Registrant).
23.1 Consent of KPMG LLP.
23.2 Consent of Fritz E. Freidinger, Esq. (incorporated by reference
to Exhibit 5 to Registration Statements on Form S-8 (File Nos.
333-42193, 333-50721, 333-50721 and 333-42193) previously filed
by the Registrant).
99.1 Jones Lang LaSalle Incorporated Amended and Restated Stock
Award and Incentive Plan.
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(2) 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(3) 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;
provided, however, that paragraphs (a)(1) and (a)(2) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement 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.
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(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Chicago, State of Illinois, on
June 5, 2002.
JONES LANG LASALLE INCORPORATED
By: /s/ Stuart L. Scott
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Name: Stuart L. Scott
Title: Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 5th day of June, 2002.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher A. Peacock, Peter C.
Roberts, Lauralee E. Martin and Nicholas J. Willmott and Fritz E.
Freidinger his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURE TITLE
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/s/ STUART L. SCOTT Chairman of the Board of Directors
------------------------------ and Director
Stuart L. Scott
/s/ CHRISTOPHER A. PEACOCK President, Chief Executive Officer
------------------------------ and Director
Christopher A. Peacock (Principal Executive Officer)
/s/ PETER C. ROBERTS Executive Vice President,
------------------------------ Chief Operating Officer and Director
Peter C. Roberts
/s/ LAURALEE E. MARTIN Executive Vice President,
------------------------------ Chief Financial Officer
Lauralee E. Martin (Principal Financial Officer)
/s/ CHRISTOPHER M.G. BROWN Chief Executive Officer,
------------------------------ Asia Pacific and Director
Christopher M.G. Brown
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SIGNATURE TITLE
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/s/ ROBIN S. BROADHURST Chairman of Europe and Director
------------------------------
Robin S. Broadhurst
/s/ ROBERT S. ORR Chief Executive Officer,
------------------------------ Europe and Director
Robert S. Orr
/s/ LYNN C. THURBER Chief Executive Officer of
------------------------------ LaSalle Investment Management
Lynn C. Thurber and Director
/s/ EARL E. WEBB Chief Executive Officer,
------------------------------ Americas and Director
Earl E. Webb
/s/ HENRI-CLAUDE DE BETTIGNIES Director
------------------------------
Henri-Claude de Bettignies
/s/ DARRYL HARTLEY-LEONARD Director
------------------------------
Darryl Hartley-Leonard
/s/ DEREK A. HIGGS Director
------------------------------
Derek A. Higgs
/s/ SHEILA A. PENROSE Director
------------------------------
Sheila A. Penrose
/s/ JACKSON P. TAI Director
------------------------------
Jackson P. Tai
/s/ THOMAS C. THEOBALD Director
------------------------------
Thomas C. Theobald
/s/ NICHOLAS J. WILLMOTT Senior Vice President
------------------------------ and Global Controller
Nicholas J. Willmott (Principal Accounting Officer)
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