As filed with the Securities and Exchange Commission on November 21, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The 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
(State of incorporation)
36-4150422
(I.R.S. employer identification number)
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Address of principal executive offices) (Zip code)
JONES LANG LASALLE INCORPORATED SAVINGS RELATED SHARE OPTION (UK) 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 Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price per Offering Registration
Registered Registered (1) Share (2)(3) Price (3) Fee (4)
- --------------------------------------------------------------------------
common stock, 500,000 $16.03 $8,015,000 $2,004
par value $.01
per share
==========================================================================
(1) Consists of 500,000 shares of the registrant's common stock, par
value $.01 per share ("Common Stock"), under the Jones Lang LaSalle
Incorporated Savings Related Share Option (UK) 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.
1
(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
November 19, 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 $8,015,000, 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 May 14, 2001, the board of directors of Jones Lang LaSalle
Incorporated, a Maryland corporation (the "Company"), voted to authorize
the issuance of 500,000 shares of the Company's common stock, par value
$.01 per share("Common Stock"), to be reserved for issuance under the
Company's Savings Related Share Option (UK) Plan (the "Sharesave Plan").
The Company is filing this registration statement to register the
shares of Common Stock that may be issued under the Sharesave Plan as a
result of the above-described actions by the Company's board of directors.
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 I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following information is provided pursuant to General Instruc-
tion 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.
2
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 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).
3
24 Power of Attorney (included on the signature page
hereto).
99.1 Jones Lang LaSalle Incorporated Savings Related Share
Option (UK) Plan, attached hereto as Exhibit 99.1.
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 offering of such securities at that time shall be deemed to be
the 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 November 21, 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 21st day of November, 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 and Director
Stuart L. Scott (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
/s/ Robin S. Broadhurst Director
- ---------------------------------
Robin S. Broadhurst
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SIGNATURE TITLE
--------- -----
/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/ 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
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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 Jones Lang LaSalle Incorporated Savings Related Share Option
(UK) Plan, attached hereto as Exhibit 99.1.
8