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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