As filed with the Securities and Exchange Commission on March 28, 2012.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
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, including zip code)
JONES LANG LASALLE INCORPORATED
AMENDED AND RESTATED
STOCK AWARD AND INCENTIVE PLAN
(Full title of the plan)
MARK J. OHRINGER
EXECUTIVE 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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer S Accelerated filer £ Non-accelerated file £ Smaller reporting company £
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_______________________
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share (1) | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee |
| Common Stock, par value $.01 per share | 3,000,000 | $83.55 | $250,650,000 | $28,724 |
(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 March 23, 2012.
REGISTRATION OF ADDITIONAL SECURITIES
The Company is filing this registration statement to register 3,000,000 additional shares of Common Stock under the Jones Lang LaSalle Incorporated Amended and Restated Stock Award and Incentive Plan (the “Plan”). Issuance of the shares under the Plan has previously been approved by our shareholders. Pursuant to General Instruction E of the instruction to Form S-8, the Registrant hereby incorporates by reference the contents of the previous Registration Statement filed by the Registrant on Form S-8 related to the Plan (File No. 333-122887).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following information is provided pursuant to General Instruction E of Form S-8.
ITEM 8. EXHIBITS.
| Exhibit No. |
Description of Exhibit
|
| 4 |
Jones Lang LaSalle Incorporated Amended and Restated Stock Award and Incentive Plan, effective as of March 15, 2012.
|
| 5 |
Opinion of Mark. J. Ohringer, Esq.
|
| 23.1 |
Consent of Independent Registered Public Accounting Firm
|
| 23.2 |
Consent of Legal Counsel (included in the Opinion of Mark J. Ohringer, Esq., Exhibit 5.1)
|
| 24 | Power of Attorney (included in 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 March 28, 2012.
| JONES LANG LASALLE INCORPORATED | ||
|
By: Name: Title: |
/s/ Lauralee E. Martin Lauralee E. Martin Executive Vice President and Chief Operating and 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 constitutes and appoints Colin Dyer, Lauralee E. Martin and Mark J. Ohringer 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 | |
|
/s/ Colin Dyer Colin Dyer |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
|
/s/ Lauralee E. Martin Lauralee E. Martin |
Executive Vice President, Chief Operating and Financial Officer and Director (Principal Financial Officer) | |
|
/s/ Mark K. Engel Mark K. Engel |
Controller (Principal Accounting Officer) | |
|
/s/ Sheila A. Penrose Sheila A. Penrose
|
Chairman of the Board of Directors and Director | |
|
/s/ Hugo Bagué Hugo Bagué |
Director | |
|
/s/ Darryl Hartley-Leonard Darryl Hartley-Leonard |
Director | |
|
/s/ DeAnne Julius DeAnne Julius |
Director | |
|
/s/ Ming Lu Ming Lu |
Director | |
|
/s/ Martin H. Nesbitt Martin H. Nesbitt |
Director | |
|
/s/ David B. Rickard David B. Rickard |
Director | |
|
/s/ Roger T. Staubach Roger T. Staubach |
Director | |
|
/s/ Thomas C. Theobald Thomas C. Theobald |
Director |
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