As filed with the Securities and Exchange Commission on September 21, 2001
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) (I.R.S. employer
identification number)
200 EAST RANDOLPH DRIVE,
CHICAGO, ILLINOIS 60601
(Address of principal executive offices) (Zip code)
JONES LANG LASALLE INCORPORATED 1997 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)
------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered per Share Offering Registration
Registered (1) (2) (3) Price (3) Fee (4)
-------------------------------------------------------------------------
common stock, 4,450,000 $ 14.10 $62,745,000 $15,686.00
par value
$.01 per share
=========================================================================
(1) Consists of 4,450,000 shares of the registrant's common stock, par
value $.01 per share ("Common Stock"), under the Jones Lang LaSalle
Incorporated 1997 Stock Award and Incentive Plan, 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 September 17,
2001.
(3) Computed in accordance with Rule 457 under the Securities Act solely
for the purpose of determining the registration fee.
(4) Determined pursuant to Section 6(b) of the Securities Act as follows:
0.025% of $67,462,000, the proposed maximum aggregate offering price (as
computed in accordance with Rule 457 under the Securities Act solely for
the purpose of determining the registration fee) of the securities
registered hereby.
=========================================================================
REGISTRATION OF ADDITIONAL SECURITIES
On March 1, 2001, the board of directors of Jones Lang LaSalle
Incorporated, a Maryland corporation (the "Company"), voted to increase the
number of shares of the Company's common stock, par value $.01 per share
("Common Stock"), reserved for issuance under the Company's 1997 Stock
Award and Incentive Plan, as amended (the "Incentive Plan"), from 4,160,000
shares to 8,610,000 shares. Company stockholders approved the increase at
the annual stockholder's meeting on May 14, 2001.
The Company is filing this registration statement to register the
additional shares of Common Stock that may be issued under the Incentive
Plan as a result of the above-described actions by the Company's board of
directors and stockholders. The contents of the Company's registration
statements on Form S-8, File Nos. 333-42193 and 333-50720, are hereby
incorporated by reference into this registration statement pursuant to
General Instruction E of Form S-8.
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, 2000.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001 and June 30, 2001.
(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
-------- ----------------------
4.1 Charter of Jones Lang LaSalle Incorporated (incorporated by
reference to Exhibit 3.1 to Jones Lang LaSalle Incorporated's Registration
Statement on Form S-4 (File No. 333-48074-01)).
4.2 Second Amended and Restated Bylaws of Jones Lang LaSalle
Incorporated (incorporated by reference to Exhibit 4.2 to Jones Lang
LaSalle Incorporated's Current Report on Form 8-K dated March 11, 1999
(filed March 24, 1999)).
4.3 Form of certificate representing shares of Jones Lang LaSalle
Incorporated common stock (incorporated by reference to Exhibit 4.1 to
Jones Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2001).
4.4 Indenture, dated July 26, 2000, among Jones Lang LaSalle
Finance B.V., Jones Lang LaSalle Incorporated, as parent Guarantor, Jones
Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc., Jones
Lang LaSalle International, Inc., Jones Lang LaSalle Co-Investment, Inc.,
LaSalle Hotel Advisors, Inc. and Jones Lang LaSalle Limited, as Guarantors,
and The Bank of New York, as trustee (incorporated by reference to Exhibit
4.1 to Jones Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000).
4.5 Form of Note (included in Exhibit 4.4)
5 Opinion of Fritz E. Freidinger, Esq.
23.1 Consent of KPMG LLP.
23.2 Consent of Fritz E. Freidinger, Esq. (included in Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
99.1 1997 Stock Award and Incentive Plan (incorporated by reference
to Exhibit 99.2 to Jones Lang LaSalle Incorporated's Registration Statement
on Form S-8 (File No. 333-42193)).
99.2 Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998).
Exhibit
No. Description of Exhibit
-------- ----------------------
99.3 Second Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999).
99.4 Third Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999).
99.5 Fourth Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.8 to Jones Lang LaSalle
Incorporated's Annual Report on Form 10-K for the year ended December 31,
2000).
99.6 Fifth Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2001).
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.
(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.
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
September 7, 2001.
JONES LANG LASALLE INCORPORATED
By: /s/ Stuart L. Scott
----------------------------------------
Name: Stuart L. Scott
Title: Chairman of the Board
and Chief Executive Officer
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 7th day of September, 2001.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart L. Scott, Christopher A.
Peacock, Peter C. Roberts, Nicholas J. Willmott, Robert K. Hagan, Fritz E.
Freidinger and Gordon G. Repp 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
--------- -----
/s/ Stuart L. Scott Chairman of the Board,
--------------------------------- Chief Executive Officer
Stuart L. Scott and Director
(Principal Executive Officer)
/s/ Christopher A. Peacock President, Deputy Chief Executive
--------------------------------- Officer, Chief Operating Officer
Christopher A. Peacock and Director
/s/ Peter C. Roberts Executive Vice President and
--------------------------------- Chief Financial Officer
Peter C. Roberts (Principal Financial Officer)
/s/ Nicholas J. Willmott Senior Vice President and
--------------------------------- Global Controller
Nicholas J. Willmott
SIGNATURE TITLE
--------- -----
/s/ Robin S. Broadhurst Director
---------------------------------
Robin S. Broadhurst
/s/ Christopher M.G. Brown Director
---------------------------------
Christopher M.G. Brown
/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/ David K.P. Li Director
---------------------------------
David K.P. Li
/s/ Robert S. Orr Director
---------------------------------
Robert S. Orr
/s/ William E. Sullivan Director
---------------------------------
William E. Sullivan
/s/ Thomas C. Theobald Director
---------------------------------
Thomas C. Theobald
/s/ Lynn C. Thurber Director
---------------------------------
Lynn C. Thurber
/s/ John R. Walter Director
---------------------------------
John R. Walter
/s/ Earl E. Webb Director
---------------------------------
Earl E. Webb
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
------- ----------------------
4.1 Charter of Jones Lang LaSalle Incorporated (incorporated by
reference to Exhibit 3.1 to Jones Lang LaSalle Incorporated's Registration
Statement on Form S-4 (File No. 333-48074-01)).
4.2 Second Amended and Restated Bylaws of Jones Lang LaSalle
Incorporated (incorporated by reference to Exhibit 4.2 to Jones Lang
LaSalle Incorporated's Current Report on Form 8-K dated March 11, 1999
(filed March 24, 1999)).
4.3 Form of certificate representing shares of Jones Lang
LaSalle Incorporated common stock (incorporated by reference to Exhibit 4.1
to Jones Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2001).
4.4 Indenture, dated July 26, 2000, among Jones Lang LaSalle
Finance B.V., Jones Lang LaSalle Incorporated, as parent Guarantor, Jones
Lang LaSalle Americas, Inc., LaSalle Investment Management, Inc., Jones
Lang LaSalle International, Inc., Jones Lang LaSalle Co-Investment, Inc.,
LaSalle Hotel Advisors, Inc. and Jones Lang LaSalle Limited, as Guarantors,
and The Bank of New York, as trustee (incorporated by reference to Exhibit
4.1 to Jones Lang LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000).
4.5 Form of Note (included in Exhibit 4.4).
5 Opinion of Fritz E. Freidinger, Esq.
23.1 Consent of KPMG LLP.
23.2 Consent of Fritz E. Freidinger, Esq. (included in
Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
99.1 1997 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 99.2 to Jones Lang LaSalle Incorporated's Registration
Statement on Form S-8 (File No. 333-42193)).
99.2 Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998).
99.3 Second Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999).
99.4 Third Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999).
Exhibit
No. Description of Exhibit
------- ----------------------
99.5 Fourth Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.8 to Jones Lang LaSalle
Incorporated's Annual Report on Form 10-K for the year ended December 31,
2000).
99.6 Fifth Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Jones Lang LaSalle
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2001).