As filed with the Securities and Exchange Commission on May 8, 2006.
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 (I.R.S. employer
incorporation) 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)
_______________________
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
-------------------------------------------------------------------------
Common Stock,
par value $.01
per share 3,000,000 $85.05 $255,150,000$27,301.05
========================================================================
(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 May 2, 2006.
1
REGISTRATION OF ADDITIONAL SECURITIES
Prior to May 26, 2005, the Board of Directors of Jones Lang LaSalle
Incorporated, a Maryland corporation (the "Registrant") approved, and
recommended for approval by the shareholders of, an amendment to the Jones
Lang LaSalle Incorporated Stock Award and Incentive Plan (the "Plan"),
increasing the number of shares of Common Stock that can be sold under the
Plan from 9,110,000 to 12,110,000. The Registrant's shareholders approved
the increase at the Annual Meeting of Shareholders on May 26, 2005. The
Registrant amended the Plan accordingly effective May 27, 2005 and
subsequently further amended the Plan as of February 23, 2006.
The Company is filing this registration statement to register the
additional shares of Common Stock that may be issued under the Plan as a
result of the above-described actions by the Company's Board of Directors
and 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 Statements filed by the Registrant on Form S-8
related to the Plan (File Nos. 333-42193, 333-50720 and 333-69810).
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
------- ----------------------
4.1 Jones Lang LaSalle Incorporated Amended and Restated Stock
Award and Incentive Plan, effective February 23, 2006.
5.1 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
May 8, 2006.
JONES LANG LASALLE INCORPORATED
By: /s/ Lauralee E. Martin
------------------------------
Name: Lauralee E. Martin
Title: 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,
Stanley Stec 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 President, Chief Executive Officer
-------------------------- and Director (Principal Executive Officer)
Colin Dyer
/s/ Lauralee E. Martin Executive Vice President, Chief Operating
-------------------------- and Financial Officer and
Lauralee E. Martin Director (Principal Financial Officer)
/s/ Stanley Stec Controller (Principal Accounting Officer)
--------------------------
Stanley Stec
-------------------------- Director
Henri-Claude de Bettignies
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SIGNATURE TITLE
--------- -----
/s/ Darryl Hartley-Leonard Director
--------------------------
Darryl Hartley-Leonard
/s/ Sir Derek Higgs Director
--------------------------
Sir Derek Higgs
/s/ Alain Monie' Director
--------------------------
Alain Monie'
/s/ Sheila A. Penrose Director
--------------------------
Sheila A. Penrose
/s/ Thomas C. Theobald Director
--------------------------
Thomas C. Theobald
4