As filed with the Securities and Exchange Commission on November 10, 2003
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
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 36-4150422
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(State of Incorporation) (IRS Employer Identification No.)
200 East Randolph Drive
Chicago Illinois 60601
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(Address of Principal Executive Offices)
JONES LANG LASALLE INCORPORATED
DEFERRED COMPENSATION PLAN
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(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 Amount Maximum Maximum
of Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1) Unit Price (1) Fee
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Jones Lang
LaSalle
Incorporated (2) $30,000,000 N/A $30,000,000 $2,427
========================================================================
(1) Estimated solely for purposes of calculating the registration
fee, and pursuant to Rule 457(h) under the Securities Act.
(2) The Jones Lang LaSalle Incorporated Deferred Compensation Plan
obligations are unsecured obligations of Jones Lang LaSalle
Incorporated to pay deferred compensation in the future in
accordance with the Jones Lang LaSalle Incorporated Deferred
Compensation Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
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, as amended, and the "Note" to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Jones Lang LaSalle Incorporated, a
Maryland corporation (the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are hereby
incorporated by reference:
(a) The Annual Report on Form 10-K of the Registrant (File
No. 1-13145) for the fiscal year ended December 31, 2002,
filed with the Commission on March 6, 2003; and
(b) All other reports filed pursuant to Sections 13(a) and 15(d)
of the Exchange Act since the fiscal year ended December 31,
2002.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act that are filed
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a
part hereof from the respective date of filing of each such document (such
documents, and the documents enumerated above, being hereinafter referred
to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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 Incorporated Document 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Under the Jones Lang LaSalle Incorporated Deferred Compensation Plan
(the "Plan"), a select group of management and highly compensated employees
of the Registrant, and certain of its subsidiaries, as well as Directors of
the Registrant may defer a portion of their base salary, bonus compensation
or directors' fees. The amount deferred is credited to the participant's
deferral account. Plan participants may also elect to defer shares of
stock prior to vesting, restricted stock and stock option gain amounts
which are credited to accounts maintained for each participant. The Plan
permits the Registrant, or a participating subsidiary, to make excess
matching contributions and discretionary contributions to an account
maintained for each Plan participant.
The value of a participant's accounts will be based on the
performance of benchmark investment funds selected by the participant under
the Plan for purposes of accounting (as if the deferred compensation had
been so invested) but not for actual investment. The Compensation
Committee of the Registrant's Board of Directors has the sole discretion to
determine the alternative benchmark investment funds available under the
Plan as the measurement mechanism to determine the rate of return on
amounts deemed invested in accordance with the terms of the Plan.
Notwithstanding the foregoing, a participant's unvested shares of stock,
restricted stock and stock option gain amounts will be placed in accounts
for which the performance will be based on the fair market value of the
Registrant's stock, as determined in the sole discretion of the
Compensation Committee of the Registrant's Board of Directors.
The obligations of the Registrant under the Plan (the "Obligations")
are unsecured general obligations to pay in the future the value of the
deferred compensation accounts adjusted to reflect the performance of the
selected measurement investment funds in accordance with the terms of the
Plan. The Obligations will rank without preference with other unsecured
and unsubordinated indebtedness of the Registrant from time to time
outstanding and are, therefore, subject to the risks of the Registrant's
insolvency. Participants in the Plan will have no rights to any assets
held in any trust or fund of the Registrant except as general creditors.
Obligations are generally payable under the Plan after termination of
employment, or in the event of an unforeseeable financial emergency as
determined by the Compensation Committee. The Obligations cannot be
assigned, alienated, pledged or encumbered. The Registrant may amend or
discontinue the Plan at any time, except that no amendment will decrease or
restrict the accounts of participants and beneficiaries at the time of the
amendment.
The foregoing is a brief description of the Plan. The official
provisions of the Plan are contained in the Plan document, which is
attached as Exhibit 4.1 and is controlling in the event of a discrepancy.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being registered hereby has been
passed upon for the Registrant by Mark J. Ohringer, Executive Vice
President, Global General Counsel and Corporate Secretary of the
Registrant. Mr. Ohringer is an officer of the Registrant and holds options
to purchase shares of stock of the Registrant. Mr. Ohringer is eligible to
participate in the Plan and may receive benefits under the Plan.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Amendment and Restatement (the "Restated
Articles of Incorporation") contain provisions which eliminate the personal
liability of a director or officer to the Registrant and its stockholders
for breaches of fiduciary duty to the fullest extent provided by law. Under
Maryland law, however, these provisions do not eliminate or limit the
personal liability of a director or officer (i) to the extent that it is
proved that the director or officer actually received an improper benefit
or profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the directors' or officers' action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in such proceeding.
The Restated Articles of Incorporation and the Registrant's Amended
and Restated Bylaws provide that the Registrant shall indemnify and advance
expenses to its directors and officers to the fullest extent permitted by
the Maryland General Corporation Law (the "MGCL"). The MGCL provides that a
corporation may indemnify any director made a party to any proceeding by
reason of service in that capacity unless it is established that (i) the
act or omission of the director was material to the matter giving rise to
the proceeding and (a) was committed in bad faith or (b) was the result of
active and deliberate dishonesty, or (ii) the director actually received an
improper personal benefit in money, property or services, or (iii) in the
case of any criminal proceeding, the director had reasonable cause to
believe that the act or omission was unlawful. The statute permits Maryland
corporations to indemnify their officers, employees or agents to the same
extent as its directors and to such further extent as is consistent with
law.
The Registrant has obtained directors' and officers' liability
insurance ("D&O Insurance"). The D&O Insurance will insure the
Registrant's officers and directors against certain liabilities, including
liabilities under the securities laws. The indemnification agreements will
indemnify and advance expenses to the Registrant's directors and officers
to the fullest extent permitted by the MGCL.
The Deferred Compensation Plan provides that the Registrant will
indemnify and hold harmless the members of the Compensation Committee of
its Board of Directors, or the Compensation Committee's delegate, against
any and all claims, losses, damages, expenses or liabilities arising from
any action or failure to act with respect to the Deferred Compensation
Plan, except in the case of willful misconduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
No: Exhibit:
-- -------
4.1 Jones Lang LaSalle Incorporated Deferred Compensation
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).
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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 a 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
Securities Exchange Act of 1934 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 that 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. 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 10, 2003.
JONES LANG LASALLE INCORPORATED
(Registrant)
By: /s/ Lauralee E. Martin
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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.
Signature Title Date
--------- ----- ----
/s/ Christopher A. Peacock President, Chief October 31, 2003
-------------------------- Executive Officer and
Christopher A. Peacock Director (Principal
Executive Officer)
/s/ Lauralee E. Martin Executive Vice October 31, 2003
---------------------- President and Chief
Lauralee E. Martin Financial Officer
(Principal Financial
Officer)
/s/ Nicholas J. Willmott Executive Vice October 10, 2003
------------------------ President and Global
Nicholas J. Willmott Controller (Principal
Accounting Officer)
/s/ Stuart L. Scott Chairman of the October 31, 2003
------------------- Board of Directors
Stuart L. Scott
/s/ Henri-Claude de
Bettignies Director October 20, 2003
--------------------
Henri-Claude de
Bettignies
/s/ Darryl Hartley-Leonard Director October 10, 2003
--------------------------
Darryl Hartley-Leonard
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Signature Title Date
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/s/ Derek A. Higgs Director October 13, 2003
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Derek A. Higgs
/s/ Sheila A. Penrose Director October 14, 2003
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Sheila A. Penrose
/s/ Peter C. Roberts Executive Vice October 31, 2003
-------------------- President, Chief
Peter C. Roberts Executive Officer,
Americas and Director
/s/ Jackson P. Tai Director October 31, 2003
------------------
Jackson P. Tai
/s/ Thomas C. Theobald Director October 31, 2003
----------------------
Thomas C. Theobald
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