As filed with the Securities and Exchange Commission on June 30, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
JONES LANG LASALLE INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Maryland 36-4150422
----------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
200 East Randolph Drive
Chicago Illinois 60601
----------------------------------------
(Address of Principal Executive Offices)
JONES LANG LASALLE INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
-------------------------------
(Full Title of the Plan)
Mark J. Ohringer, Esq.
Executive Vice President, Global General Counsel
and Corporate Secretary
Jones Lang LaSalle Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
(312) 782-5800
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(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
Robert P. Flanagan, Esq.
Jennifer A. Kraft, Esq.
Seyfarth Shaw
55 East Monroe Street
Chicago, IL 60603
(312) 346-8000
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CALCULATION OF REGISTRATION FEE
=========================================================================
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit Price Fee
-------------------------------------------------------------------------
Common Stock,
Par value $.01
per share 750,000 $27.24(1) $27.24(1) $2,660.70
========================================================================
(1) Estimated solely for the purpose of calculating the
registration fee and computed pursuant to Rule 457(c) and (h) under the
Securities Act, the maximum offering price per unit and the registration
fee are based on the reported average of the high and low sale prices of
Jones Lang LaSalle Incorporated Common Stock on the New York Stock Exchange
on June 29, 2004.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Prior to May 27, 2004, the board of directors of Jones Lang LaSalle
Incorporated, a Maryland corporation (the "Registrant") approved, and
recommended for approval by the shareholders of, an amendment to the Jones
Lang LaSalle Incorporated Employee Stock Purchase Plan (the "Plan"),
increasing the number of shares of Common Stock that can be sold under the
Plan from 1,000,000 to 1,750,000. The Registrant's stockholders approved
the increase at the Annual Meeting of Shareholders on May 27, 2004. The
Registrant duly amended the Plan accordingly effective May 28, 2004.
Pursuant to General Instruction E of the instruction to Form S-8, the
Registrant hereby incorporates by reference the contents of the previous
Registration Statements filed by the Registrant on Form S-8 related to the
Plan (Registration Nos. 333-42193 and 333-50720).
ITEM 8. EXHIBITS.
Pursuant to General Instruction E of the instruction to Form S-8, the
Registrant hereby incorporates by reference the exhibits of the previous
Registration Statements filed by the Registrant on Form S-8 related to the
Plan (Registration Nos. 333-42193 and 333-50720). The following exhibits
are filed as part of this Registration Statement:
No: Exhibit:
-- -------
4.1 Fourth Amendment to the Jones Lang LaSalle Incorporated
Employee Stock Purchase Plan
5.1 Opinion of Mark J. Ohringer, Esq.
23.1 Consent of KPMG LLP.
23.2 Consent of Legal Counsel (included in the Opinion of
Mark J. Ohringer, Esq., Exhibit 5.1).
24 Power of Attorney (included on the signature page hereto).
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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 30, 2004.
JONES LANG LASALLE INCORPORATED
(Registrant)
By: /s/ Lauralee E. Martin
------------------------------
Lauralee E. Martin
Executive Vice President and
Chief Financial Officer
(Principle Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below severally appoints Stuart L. Scott, Lauralee E. Martin,
Nicholas J. Willmott and Mark J. Ohringer, and each of them singly, his
true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his 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 might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stuart L. Scott President, Chief June 24, 2004
------------------------------ Executive Officer
Stuart L. Scott and Director
(Principal Executive
Officer)
/s/ Lauralee E. Martin Executive Vice June 30, 2004
------------------------------ President and Chief
Lauralee E. Martin Financial Officer
(Principal Financial
Officer)
/s/ Nicholas J. Willmott Executive Vice President June 30, 2004
------------------------------ and Global Controller
Nicholas J. Willmott (Principal Accounting
Officer)
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SIGNATURE TITLE DATE
--------- ----- ----
Director
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Henri-Claude de Bettignies
/s/ Darryl Hartley-Leonard Director June 24, 2004
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Darryl Hartley-Leonard
/s/ Sir Derek Higgs Director June 28, 2004
------------------------------
Sir Derek Higgs
/s/ Sheila A. Penrose Director June 24, 2004
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Sheila A. Penrose
/s/ Jackson P. Tai
------------------------------
Jackson P. Tai Director June 28, 2004
/s/ Thomas C. Theobald
------------------------------
Thomas C. Theobald Director June 28, 2004
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