Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5757 N. Green Bay Avenue
P. O. Box 591
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
Johnson Controls, Inc. 1992 Stock Option Plan
(Full title of the plan)
____________________
John P. Kennedy, Esq.
Secretary
Johnson Controls, Inc.
5757 N. Green Bay Avenue
P. O. Box 591
Milwaukee, Wisconsin 53201
(414) 228-1200
(Name, address and telephone number, including area
code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered Registered Per Share Price tion Fee
Common Stock, 2,000,000 $72.00(1) $144,000,000.00 $49,656.00
$0.16-2/3 par shares (1)
value
Common Stock 2,000,000 (2) (2) (2)
Purchase Rights rights
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices of Johnson
Controls, Inc. Common Stock on the New York Stock Exchange
consolidated reporting system on August 21, 1996.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
Pursuant to Rule 429, the Prospectus referred to herein also relates to
the Registrant's Registration Statement on Form S-8 (Registration No. 33-
58092).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Johnson Controls, Inc.
(referred to herein as the "Company" and the "Registrant") are hereby
incorporated herein by reference:
1. Annual Report on Form 10-K for its fiscal year ended
September 30, 1995.
2. All other reports filed since September 30, 1995 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A dated April 23,
1965, as superseded by the description contained in the Company's
definitive proxy/registration statement (Form S-14 Registration No. 2-
62382) incorporated by reference as Exhibit 1 to Current Report on Form 8-
K, dated October 23, 1978, and in the Company's Registration Statement on
Form S-14, dated April 18, 1985 (Registration No. 2-97136), and any
amendments or reports filed for the purpose of updating such description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, filed November 16, 1994, and any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of this Registration Statement and prior to
such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all such securities offered
hereby have been sold, or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-Laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless (in the latter
case only) it is determined that the director or officer breached or
failed to perform his or her duties to the Company and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of criminal law unless the director or officer had a reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. The Wisconsin Business Corporation Law specifically states
that it is the public policy of Wisconsin to require or permit
indemnification, allowance of expenses and insurance in connection with a
proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors,
except in circumstances paralleling those outlined in (a) through (d)
above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-Laws is not exclusive of any other
rights to which a director or officer of the Company may be entitled. The
general effect of the foregoing provisions may be to reduce the
circumstances which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference are set
forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) 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;
(iii) 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)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
<PAGE>
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 Milwaukee, State of Wisconsin,
as of August 23, 1996.
JOHNSON CONTROLS, INC.
By: /s/James H. Keyes
James H. Keyes
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of August, 1996, by the
following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints James H. Keyes, Stephen
A. Roell and John P. Kennedy, and each of them individually, his or her
attorneys-in-fact and agents, 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 (including post-
effective 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 attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/James H. Keyes Chairman, Chief Executive Officer
James H. Keyes and Director (principal executive
officer)
/s/Stephen A. Roell Vice President and Chief
Stephen A. Roell Financial Officer (principal
financial officer)
/s/Stephen A. Roell Corporate Controller
Stephen A. Roell (principal accounting officer)
/s/William F. Andrews Director
William F. Andrews
/s/Robert L. Barnett Director
Robert L. Barnett
/s/Fred L. Brengel Director
Fred L. Brengel
/s/Paul A. Brunner Director
Paul A. Brunner
/s/Robert A. Cornog Director
Robert A. Cornog
/s/Willie D. Davis Director
Willie D. Davis
/s/Southwood J. Morcott Director
Southwood J. Morcott
/s/Martha R. Seger Director
Martha R. Seger
/s/Donald Taylor Director
Donald Taylor
/s/Richard F. Teerlink Director
Richard F. Teerlink
/s/Gilbert R. Whitaker, Jr. Director
Gilbert R. Whitaker, Jr.
/s/R. Douglas Ziegler Director
R. Douglas Ziegler
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
(4.1) Johnson Controls, Inc. 1992 Stock Option
Plan, as amended through January 24, 1996.
(4.2) Form of Stock Option Agreement
(incorporated by reference to Exhibit 4.2
to the Registrant's Registration Statement
on Form S-8 (Registration No. 33-58092).
(4.3) Rights Agreement between the Registrant
and Firstar Trust Company (Rights Agent),
as amended November 16, 1994 (incorporated
by reference to Exhibit 4.C to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30,
1994 (Commission File No. 1-5097)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Price Waterhouse LLP.
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5).
(24) Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement).
JOHNSON CONTROLS, INC.
1992 Stock Option Plan
(Amended September 22, 1993 and January 24, 1996)
1. Establishment. JOHNSON CONTROLS, INC. (the Company ) hereby
establishes a stock option plan for certain officers and other key
employees, as described herein, which shall be known as the JOHNSON
CONTROLS, INC. 1992 STOCK OPTION PLAN (the Plan ). It is intended
that certain of the stock options issued pursuant to the Plan may
constitute incentive stock options within the meaning of Section
422 of the Internal Revenue Code ( Incentive Stock Options ) and
the remainder of the options issued pursuant to the Plan shall
constitute nonqualified options. Incentive Stock Options and
nonqualified stock options are hereinafter jointly referred to as
"Options." The Committee may also award stock appreciation rights
along with Options issued pursuant to the Plan and, subject to
certain limitations, apart from Options issued pursuant to the
Plan.
2. Purpose. The purpose of the Plan is to induce certain officers and
other key employees to remain in the employ of the Company or its
subsidiaries and to encourage such employees to secure or increase
on reasonable terms their stock ownership in the Company. The
Board of Directors of the Company (the Board of Directors )
believes that the Plan will promote continuity of management and
increased incentive and personal interest in the welfare of the
Company by those who are responsible for shaping and carrying out
the long-range plans of the Company and securing its continued
growth and financial success.
3. Effective Date of the Plan. The effective date of the Plan is the
date of its adoption by the Board of Directors, September 23, 1992,
subject to the approval of the Plan by the shareholders of the
Company within twelve months of the effective date. Any and all
Options granted prior to such approval shall be subject to such
approval.
4. Stock Subject to the Plan. Subject to adjustment in accordance
with the provisions of paragraph 19, the total number of shares of
the common stock of the Company ("Common Stock"), available for
awards during the term of this Plan shall not exceed 4,000,000
shares. Shares of Common Stock to be delivered upon exercise of
Options or settlement of stock appreciation rights under the Plan
shall be made available from presently authorized but unissued
Common Stock of the Company or authorized and issued shares of
Common Stock reacquired and held as treasury shares, or a
combination thereof. If any Option or stock appreciation right
shall be canceled, expire or terminate without having been
exercised in full, or to the extent a stock appreciation right is
settled in cash, the shares of Common Stock allocable to the
unexercised, canceled, forfeited portion of such Option or stock
appreciation right, or portion of such stock appreciation right
which is settled in cash, shall again be available for the purpose
of the Plan. The surrender of any Options (and the surrender of
any related stock appreciation rights granted under paragraph 18)
in connection with the receipt of stock appreciation rights as
provided in paragraph 18A shall, as to such Options, have the same
effect under this paragraph 4 as the cancellation or termination of
such Options without having been exercised. If any stock
appreciation rights are granted under the Plan separate and apart
from Options (including any grant in connection with the surrender
of outstanding Options), as provided in paragraph 18A, and shares
of Common Stock may be issuable in connection with such stock
appreciation rights, then the grant of such stock appreciation
rights shall be deemed to have the same effect under this
paragraph 4 as the grant of Options; provided, however, if any such
stock appreciation rights shall be canceled, expire or terminate
without having been exercised in full, or to the extent a stock
appreciation right is settled in cash, the shares of Common Stock
allocable to the unexercised, canceled, forfeited portion of such
stock appreciation right, or portion of such stock appreciation
right which is settled in cash, shall again be available for the
purpose of the Plan.
5. Administration. (a) The Plan shall be administered by the
Compensation Committee (the Committee ) consisting of not less
than three members of the Board of not less than three members of
the Board of Directors appointed from time to time by the Board of
Directors. No member of the Committee shall be, nor at any time
during the preceding one-year period have been, eligible to receive
stock, stock options or stock appreciation rights of the Company or
of its subsidiaries pursuant to the Plan or any other plan of the
Company or its subsidiaries, other than a plan for directors of the
Company who are not officers or employees of the Company which
provides for automatic grants without exercise of discretion by any
member of the Board of Directors, or by any officer or employee of
the Company.
(b) Subject to the express provisions of the Plan, the Committee
shall have authority to establish such rules and regulations as it
deems necessary or advisable for the proper administration of the
Plan, and in its discretion, to determine the individuals (the
Participants ) to whom, and the time or times at which, Options
and stock appreciation rights shall be granted, the type of
Options, the Option periods, limitations on Option exercise, and
the number of shares to be subject to each Option. In making such
determinations, the Committee may take into account the nature of
the services rendered by the respective employees, their present
and potential contributions to the success of the Company or its
subsidiaries, and such other factors as the Committee, in its
discretion, shall deem relevant.
(c) Subject to the express provisions of the Plan, the Committee
shall also have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it,
to determine the terms and provisions of the respective Option
Agreements (which need not be identical) and to make all other
determinations necessary or advisable for the administration of the
Plan. The Committee s determinations on the matters referred to in
this paragraph 5 shall be conclusive and binding upon all parties.
(d) Neither the Committee nor any member thereof shall be liable
for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and
the members of the Committee shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys fees) arising therefrom to
the full extent permitted by law and under any directors and
officers liability insurance that may be in effect from time to
time.
(e) A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the
Committee without a meeting, shall be the acts of the Committee.
6. Eligibility. Options and stock appreciation rights may be granted
to officers and other key employees of the Company and of any of
its present and future subsidiaries. The maximum number of shares
of Common Stock covered by Options which may be granted to any
Participant within any two consecutive calendar year periods shall
not exceed 250,000 shares in the aggregate. No Option or stock
appreciation right shall be granted to any person who owns,
directly or indirectly, shares of stock possessing more than 10% of
the total combined voting power of all classes of stock of the
Company. A director of the Company or of a subsidiary who is not
also an employee of the Company or of a subsidiary will not be
eligible to receive any Option or stock appreciation right
hereunder.
7. Rights of Employees. Nothing in this Plan or in any Option or
stock appreciation right shall interfere with or limit in any way
the right of the Company and any of its subsidiaries to terminate
any Participant s or employee s employment at any time, nor confer
upon any Participant or employee any right to continue in the
employ of the Company and its subsidiaries.
8. Option Agreements. All Options and stock appreciation rights
granted under the Plan shall be evidenced by written agreements (an
Option Agreement ) in such form or forms as the Committee shall
determine.
9. Option Price. The per share Option price for Options and for stock
appreciation rights granted under paragraph 18, and the per share
grant price for stock appreciation rights granted under paragraph
18A, as determined by the Committee, shall be an amount not less
than 100% of the fair market value of the stock on the date such
Options or stock appreciation rights are granted (or, if the
Committee so determines, in the case of any stock appreciation
right granted under paragraph 18A upon the surrender of any
outstanding Option, on the date of grant of such Option). The fair
market value of a share of stock on any date shall be the average
of the highest and lowest market prices of sales of the Common
Stock on that date, or on the next preceding trading day if such
date was not a trading day as reported on the New York Stock
Exchange or as otherwise determined by the Committee.
10. Option Period. The term of each Option and stock appreciation
right shall be as determined by the Committee but in no event shall
the term of an Option or stock appreciation right exceed a period
of ten (10) years from the date of its grant. Each Option and
stock appreciation right granted hereunder may granted at any time
on or after the effective date of the Plan, and prior to its
termination, provided that no Option or stock appreciation right
may be granted later than ten years after the date this Plan is
adopted. The Committee shall determine whether any Option or stock
appreciation right shall become exercisable in cumulative or non-
cumulative installments or in full at any time. An exercisable
Stock Option or stock appreciation right, or portion thereof, may
be exercised in whole or in part only with respect to whole shares
of Common Stock.
11. Maximum Value of Incentive Stock Options. The aggregate fair
market value (as defined in paragraph 9) of the Common Stock for
which any Incentive Stock Options are exercisable for the first
time by a Participant during any calendar year under the Plan or
any other plan of the Company or any subsidiary shall not exceed
$100,000. To the extent the fair market value of the shares of
Common Stock attributable to Incentive Stock Options first
exercisable in any calendar year exceeds $100,000, the excess
portion of the Incentive Stock Options shall be treated as
nonqualified options.
12. Transferability of Option or Stock Appreciation Right. No Option
or stock appreciation right granted hereunder shall be transferable
other than by will or by the laws of descent and distribution, or,
in the case of a nonqualified option, pursuant to a "Qualified
Domestic Relations Order" as defined in Section 414(p) of the
Internal Revenue Code, and such Options and stock appreciation
rights may be exercised during the life of the Participant only by
the Participant or, if applicable, by the alternate payee
designated under a Qualified Domestic Relations Order.
13. Exercise of Option. The Committee shall prescribe the manner in
which a Participant may exercise an Option which is not
inconsistent with the provisions of this Plan. However, no Option
shall be exercisable, in whole or in part, for a period of at least
six months commencing on the date of grant, except as provided in
paragraph 22 in the event of a Change in Control. An Option may be
exercised, subject to limitations on its exercise contained in the
Option Agreement and in this Plan, in full, at any time, or in
part, from time to time, only by (a) written notice of intent to
exercise the Option with respect to a specified number of shares,
and (b) by payment in full to the Company at the time of exercise
of the Option of the option price of the shares being purchased.
Payment of the Option price may be made (i) in cash, (ii) if
permitted by the applicable Option Agreement, by delivery of shares
of Common Stock equivalent in fair market value (as defined in
paragraph 9), or (iii) if permitted by the applicable Option
Agreement, partly in cash and partly in shares of Common Stock.
14. Withholding. If permitted by the applicable Option Agreement, a
Participant may be permitted to satisfy the Company s withholding
tax requirements by electing (i) to have the Company withhold
shares of Common Stock of the Company, or (ii) to deliver to the
Company shares of Common Stock of the Company having a fair market
value on the date income is recognized on the exercise of a
nonqualified option equal to the minimum amount required to be
withheld, or such greater amount as may be requested by the
Participant. The election shall be made in writing and according
to such rules and in such form as the Committee shall determine.
Notwithstanding the foregoing, the election and satisfaction of any
withholding requirement through the withholding of Common Stock or
the tender of shares of Company Stock may be made only at such
times as are permitted, without incurring liabilities, by Rule 16b-
3 of the Securities Exchange Act of 1934, as amended, or such other
securities laws, rules or regulations as may be applicable.
15. [intentionally omitted]
16. [intentionally omitted]
17. Termination of Employment. (a) In the event a Participant s
employment with the Company or any of its subsidiaries shall be
terminated for any reason, except early retirement or total and
permanent disability, all rights to exercise an Option or stock
appreciation right shall terminate immediately.
(b) If the Participant should die while employed by the Company or
any subsidiary prior to the expiration of the term of the Option or
stock appreciation right, the Option or stock appreciation right
may be exercised by the person to whom it is transferred by will or
by the applicable laws of descent and distribution to the extent it
could have been exercised by the Participant had he lived, by
giving notice as provided in paragraph 13, at any time within
twelve months after the date of death unless such Option or stock
appreciation right expires earlier under the terms of the Option
Agreement. For purposes of this paragraph, the six-month
limitation imposed pursuant to paragraph 13 shall not be
applicable.
(c) In the event of termination of employment with the Company due
to early or normal retirement, or due to total and permanent
disability prior to the expiration of the term of an Option or
stock appreciation right, the Option or stock appreciation right
may be exercised by the Participant, to the extent it could have
been exercised had the Participant remained actively employed, at
any time within thirty-six months (except Incentive Stock Options
which may be exercised within three months) after the date of such
early or normal retirement or total permanent disability, as the
case may be, unless such Option or stock appreciation right expires
earlier under the terms of the Option Agreement. For purposes
hereof, a Participant s employment shall be deemed to have
terminated due to (a) early or normal retirement if such
Participant is then eligible to receive early or normal retirement
benefits under the provisions of any of the Company s or its
subsidiaries pension plans and (b) total and permanent disability
if he is permanently disabled within the meaning of
Section 22(e)(3) of the Internal Revenue Code, as in effect from
time to time.
For purposes of this Plan: (a) a transfer of an employee from the
Company to a 50% or more owned subsidiary, partnership, joint
venture or other affiliate (whether or not incorporated) or vice
versa, or from one subsidiary, partnership, joint venture or other
affiliate to another or (b) a leave of absence duly authorized in
writing by the Company, provided the employee s right to re-
employment is guaranteed either by statute or by contract, shall
not be deemed a termination of employment under the Plan.
Notwithstanding the foregoing, from and after a Change of Control,
as defined in paragraph 22, Options (other than Incentive Stock
Options granted prior to May 24, 1989) and stock appreciation
rights shall continue to be exercisable for three months after a
Participant's termination of employment.
18. Stock Appreciation Rights. Stock appreciation rights may be
granted in conjunction with all or part of any Option granted under
the Plan. Stock appreciation rights may be exercised by a
Participant by surrendering the related Option or applicable
portion thereof. Upon such exercise and surrender, the Participant
shall be entitled to receive the economic value of such stock
appreciation rights determined in the manner prescribed in
subparagraph (b) of the Paragraph 18 and in the form prescribed in
subparagraph (c) of this Paragraph 18. Options which have been so
surrendered, in whole or in part, shall no longer be exercisable.
Stock appreciation rights shall be subject to such terms and
conditions not inconsistent with other provisions of the Plan as
shall be determined by the Committee, which shall include the
following:
(a) Stock appreciation rights shall be exercisable or transferable
at such time or times and only to the extent that the Option to
which they relate is exercisable or transferable.
(b) Upon the exercise of stock appreciation rights, a Participant
shall be entitled to receive the economic value thereof, which
value shall be equal to the excess of the fair market value of one
share of Common Stock of the Company on the date of exercise over
the Option price per share, multiplied by the number of shares in
respect of which the stock appreciation rights shall have been
exercised.
(c) The Committee shall have sole discretion either (i) to
determine the form in which payment of such economic value will be
made (i.e. cash, stock, or any combination thereof) or (ii) to
consent to or disapprove the election of the Participant to receive
cash in full or partial payment of such economic value.
(d) The exercise of stock appreciation rights by a Participant
pursuant to the Plan may be made only at such times as are
permitted by Rule 16b-3 of the Securities Exchange Act of 1934,
without liabilities, or such other securities laws or rules as may
be applicable.
(e) Stock appreciation rights shall be exercisable only when the
fair market value of the Common Stock subject to the Option to
which the stock appreciation rights relate exceeds the exercise
price of such Option.
18A. Other Stock Appreciation Rights. Stock appreciation rights may
also be granted separate from any Option granted under the Plan to
any Participant who at the time of grant is not then an officer of
the Company for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended (a Section 16 Officer ). The Committee
may also grant stock appreciation rights under this paragraph 18A
to any person who is not then a Section 16 Officer in connection
with the surrender of any outstanding Option granted under the Plan
prior to September 22, 1993 (and the surrender of any related stock
appreciation rights granted under paragraph 18). Such stock
appreciation rights may be exercised by a Participant by written
notice of intent to exercise the stock appreciation rights
delivered to the Committee, which notice shall state the number of
shares of stock in respect of which the stock appreciation rights
are being exercised. Upon such exercise, the Participant shall be
entitled to receive the economic value of such stock appreciation
rights determined in the manner described in subparagraph (b) of
this paragraph 18A and in the form prescribed in subparagraph (c)
of this paragraph 18A.
Stock appreciation rights shall be subject to terms and conditions
not inconsistent with other provisions of the Plan as shall be
determined by the Committee, which shall include the following:
(a) Stock appreciation rights granted in connection with the
surrender of an Option shall be exercisable or transferable at such
time or times and only to the extent that the Option to which they
related was exercisable or transferable. The Committee shall have
complete authority to determine the terms and conditions applicable
to other stock appreciation rights, including the periods
applicable to such rights, limitations on exercise and the number
of shares of stock in respect to which such stock appreciation
rights are exercisable.
(b) Upon the exercise of stock appreciation rights, a Participant
shall be entitled to receive the economic value thereof, which
value shall be equal to the excess of the fair market value of one
share of Common Stock of the Company on the date of exercise over
the grant price per share, multiplied by the number of shares in
respect of which the stock appreciation rights shall have been
exercised. Stock appreciation rights which have been so exercised
shall no longer be exercisable in respect of such number of shares.
(c) The Committee shall have the sole discretion either (i) to
determine the form in which payment of such economic value will be
made (i.e., cash, stock, or any combination thereof) or (ii) to
consent to or disapprove the election of the Participant to receive
cash in full or partial payment of such economic value.
(d) The exercise of stock appreciation rights by a Participant
pursuant to the Plan may be made only at such times as are
permitted by Rule 16b-3 of the Securities Exchange Act of 1934,
without liabilities, or such other securities laws or rules as may
be applicable.
(e) Stock appreciation rights shall be exercisable only when the
fair market value of the Common Stock to which the stock
appreciation rights relate exceeds the grant price of such stock
appreciation rights.
19. Adjustment Provisions. In the event of any change in the shares of
the Common Stock of the Company by reason of a declaration of a
stock dividend (other than a stock dividend declared in lieu of an
ordinary cash dividend), spin-off, merger, consolidation,
recapitalization, or split-up, combination or exchange of shares,
or otherwise, the aggregate number and class of shares available
under this Plan, the number and class of shares subject to each
outstanding Option and stock appreciation right, the option price
for shares subject to each outstanding Option, and the option price
or grant price and economic value of any stock appreciation rights
shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
20. Termination and Amendment of Plan. The Plan shall terminate on
September 22, 2002, unless sooner terminated as hereinafter
provided. The Board of Directors may at any time terminate the
Plan, or amend the Plan as it shall deem advisable including
(without limiting the generality of the foregoing) any amendments
deemed by the Board of Directors to be necessary or advisable to
assure conformity of the Plan and any Incentive Stock Options
granted thereunder to the requirements of Section 422 of the
Internal Revenue Code as now or hereafter in effect and to assure
conformity with any requirements of other state and federal laws or
regulations now or hereafter in effect; provided, however, that the
Board of Directors may not, without further approval by the
shareholders of the Company, make any modifications which, by
applicable law, require such approval. No termination or amendment
of the Plan may, without the consent of the Participant to whom any
Option or stock appreciation rights shall have been granted,
adversely affect the rights of such Participant under such Option
or stock appreciation rights. The Board of Directors may also, in
its discretion, permit any Option or stock appreciation right to be
exercised prior to the earliest date fixed for exercise thereof
under the Option Agreement.
21. Rights of a Shareholder. A Participant shall have no rights as a
shareholder with respect to shares covered by his or her Option
until the date of issuance of the stock certificate to the
participant and only after such shares are fully paid or with
respect to stock appreciation rights. No adjustment will be made
for dividends or other rights for which the record date is prior to
the date such stock is issued.
22. Change of Control. Notwithstanding the foregoing, upon Change of
Control, all previously granted Options and stock appreciation
rights shall immediately become exercisable to the full extent of
the original grant. For purposes of this Plan, a "Change of
Control" means any of the following events:
(i) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d) or
14(d)(2) of the Securities Exchange Act of 1934, as amended from
time to time) (the Exchange Act ) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (A) the then outstanding shares of common
stock of the Company (the Outstanding Company Common Stock ) or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the Company Voting Securities ), provided,
however, that any acquisition by (x) the Company of any of its
subsidiaries, or any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its subsidiaries
or (y) any corporation with respect to which, following such
acquisition, more than 60% of respectively, the then outstanding
shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately
prior to such acquisition of the Outstanding Company Common Stock
and Company Voting Securities, as the case may be, shall not
constitute a change in control of the Company; or
(ii) individuals who, as of May 24, 1989, constitute the Board of
Directors of the Company (the Incumbent Board ) cease for any
reason to constitute at least a majority of the Board, provided
that any individual becoming a director subsequent to May 24, 1989,
whose election or nomination for election by the Company s
shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or
(iii) approval by the shareholders of the Company of a
reorganization, merger or consolidation (a "Business Combination"),
in each case, with respect to which all or substantially all of the
of the individuals and entities who were the respective beneficial
owners of the Outstanding Company Common Stock and Company Voting
Securities immediately prior to such Business Combination do not,
following such Business Combination, beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporations
resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business
Combination or the Outstanding Company Common Stock and Company
Voting Securities, as the case may be; or
(iv) (A) a complete liquidation or dissolution of the company or a
(B) sale or other disposition of all or substantially all of the
assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors is then
owned beneficially, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the
Outstanding Company Common Stock and Company Voting Securities, as
the case may be, immediately prior to such sale or disposition.
23. LSARs. Notwithstanding the foregoing, during the sixty-day period
from and after a Change in Control of the Company, each optionee
shall have the right (the LSAR ) with respect to any Option [other
than (x) an Incentive Stock Option granted prior to May 24, 1989
and (y) an Option granted to an officer or director of the Company
(within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended from time to time) unless such Option was granted
more than six months prior to the Change of Control of the
Company], in lieu of the payment of the full Option price for the
shares of Common Stock ( Shares ) subject to such Option, to elect
(within such sixty-day period) to surrender all or a part of the
Option to the Company and to receive in lieu thereof cash in the
amount by which the fair market value per Share on the date of such
election shall exceed the option price per Share under the Option
multiplied by the number of Shares granted under the Option as to
which a LSAR granted hereunder shall have been exercised. As used
in this paragraph 23, the fair market value of a Share on the date
of exercise shall mean with respect to an election by an optionee
to receive cash in respect of a Stock Option, the higher of (x) the
highest reported sales price, regular way, of a Share on the
Composite Tape for New York Stock Exchange Listed Stocks (the
Composite Tape ) during the sixty-day period prior to the date of
the Change in Control of the Company and (y) if the Change in
Control of the Company is the result of a transaction or a series
of transactions described in paragraphs (i) or (ii) of the
definition of Change in Control of the Company set forth in
paragraph 22, the highest price per Share paid in such transaction
or series of transactions.
24. Governing Law. The Plan, all awards hereunder, and all
determinations made and actions taken pursuant to the Plan shall be
governed by the laws of the State of Wisconsin and construed in
accordance therewith, to the extent not otherwise governed by the
laws of the United States.
25. Unfunded Plan. This Plan shall be unfunded. No person shall have
any rights greater than those of a general creditor of the Company.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
August 23, 1996
Johnson Controls, Inc.
5757 N. Green Bay Avenue
Milwaukee, Wisconsin 53201
Ladies and Gentlemen:
We have acted as counsel for Johnson Controls, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
2,000,000 shares of the Company's common stock, $0.16-2/3 par value (the
"Common Stock"), and related Common Stock Purchase Rights (the "Rights"),
that may be issued pursuant to the Johnson Controls, Inc. 1992 Stock
Option Plan, as amended through January 24, 1996 (the "Plan"). The terms
of the Rights are as set forth in that certain Rights Agreement, as
amended November 16, 1994, by and between the Company and Firstar Trust
Company (the "Rights Agreement").
We have examined: (i) the Plan; (ii) the Registration
Statement; (iii) the Company's Restated Articles of Incorporation and
Bylaws, as amended to date; (iv) resolutions of the Company's Board of
Directors relating to the Plan; (v) the Rights Agreement; and (vi) such
other documents and records as we have deemed necessary to enable us to
render this Opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The Common Stock, when issued and paid for in the manner
set forth in the Plan, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the ownership
thereof, except with respect to wage claims of employees of the Company
for services performed not to exceed six (6) months service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
3. The Rights to be issued with the Common Stock when issued
pursuant to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 23, 1995, which appears
on page 39 of the 1995 Annual Report to Shareholders of Johnson Controls,
Inc., which is incorporated by reference in Johnson Controls, Inc.'s
Annual Report on Form 10-K for the year ended September 30, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 28 of such Annual Report on
Form 10-K.
PRICE WATERHOUSE LLP
Milwaukee, WI
August 20, 1996
