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 Savings and Investment (401K) Plan
Johnson Controls World Services Inc. Retirement Savings Plan
Johnson Controls Northern New Mexico, L.L.C. Retirement Savings Plan
ASG/John's Creek Savings and Investment (401K) Plan
Prince Employee Retirement Trust
(Full title of the plans)
--------------------
John P. Kennedy
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)
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------- ------------------ ------------------- -------------------- -------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
- ---------------------- ------------------ ------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, 2,400,000 shares $46.46875(1) $111,525,000(1) $31,003.95
$0.16-2/3 par value
Common Stock Purchase 2,400,000 rights (2) (2) (2)
Rights
- ---------------------- ------------------ ------------------- -------------------- -------------------
</TABLE>
(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 for Johnson Controls, Inc. Common Stock on the New
York Stock Exchange consolidated reporting system on October 21, 1998.
(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.
----------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
<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 with the Commission by Johnson Controls,
Inc. (the "Company") or by the Johnson Controls Savings and Investment (401K)
Plan, the Johnson Controls World Services Inc. Retirement Savings Plan, the
Johnson Controls Northern New Mexico, L.L.C. Retirement Savings Plan, the
ASG/John's Creek Savings and Investment (401K) Plan and the Prince Employee
Retirement Trust (the "Plans") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1997, which includes certified financial statements of
the Company as of and for the fiscal year ended September 30, 1997.
2. Each of the Johnson Controls Savings and Investment (401K) Plan's,
the Johnson Controls World Services Inc. Retirement Savings Plan's and the
Johnson Controls Northern New Mexico, L.L.C. Retirement Savings Plan's Annual
Reports on Form 11-K for the year ended December 31, 1997, which includes
certified financial statements each of the Johnson Controls Savings and
Investment (401K) Plan, the Johnson Controls World Services Inc. Retirement
Savings Plan and the Johnson Controls Northern New Mexico, L.L.C. Retirement
Savings Plan as of and for the year ended December 31, 1997.
3. All other reports filed by the Company since September 30, 1997
pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as
amended.
4. 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.
-2-
<PAGE>
5. 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 30, 1994, and any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company or the Plans pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of filing 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 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 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
Bylaws, 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 the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his 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 the criminal law, unless the director or officer had 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 policy of Wisconsin to require or permit indemnification 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 except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Company under certain circumstances.
-3-
<PAGE>
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, as amended.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
The undersigned Registrant hereby undertakes to submit the ASG/John's
Creek Savings and Investment (401K) Plan, as amended, and the Prince Employee
Retirement Trust, as amended, to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to continue
the qualification of the Prince Employee Retirement Trust under Section 401 of
the Internal Revenue Code of 1986, as amended (the "IRC").
The undersigned Registrant has submitted the Johnson Controls Savings
and Investment (401K) Plan, the Johnson Controls World Services Inc. Retirement
Savings Plan and the Johnson Controls Northern New Mexico, L.L.C Retirement
Savings Plan to the IRS in a timely manner and has made all changes required by
the IRS in order to qualify such plans under Section 401 of the IRC.
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
-4-
<PAGE>
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 with or furnished to the
Securities and Exchange Commission 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 Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, 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.
-5-
<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 October 23,
1998.
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 October 23, 1998, by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints 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 the 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 and Director
James H. Keyes (principal executive officer)
/s/ Stephen A. Roell Senior Vice President and Chief Financial Officer
Stephen A. Roell (principal financial and accounting officer)
/s/ William F. Andrews Director
William F. Andrews
/s/ Robert L. Barnett Director
Robert L. Barnett
S-1
<PAGE>
/s/ John M. Barth Director
John M. Barth
/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/ William H. Lacy Director
William H. Lacy
/s/ Southwood J. Morcott Director
Southwood J. Morcott
/s/ Richard F. Teerlink Director
Richard F. Teerlink
/s/ Gilbert R. Whitaker, Jr. Director
Gilbert R. Whitaker, Jr.
S-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Johnson Controls Employee Benefits Policy Committee, which
administers the Johnson Controls Savings and Investment (401K) Plan, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, and the State
of Wisconsin, on this 23rd day of October, 1998.
JOHNSON CONTROLS SAVINGS AND
INVESTMENT (401K) PLAN
By: /s/ Susan Davis
Susan Davis
By: /s/ John P. Kennedy
John P. Kennedy
By: /s/ Stephen A. Roell
Stephen A. Roell
The foregoing persons are all
members of the Johnson Controls
Employee Benefits Policy Committee,
which is the administrator of the
Johnson Controls Savings and
Investment (401K) Plan.
S-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Johnson Controls World Services Inc. Benefits Administration
Committee, which administers the Johnson Controls World Services Inc. Retirement
Savings Plan, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee,
and the State of Wisconsin, on this 23rd day of October, 1998.
JOHNSON CONTROLS WORLD SERVICES INC.
RETIREMENT SAVINGS PLAN
By: /s/ Bettie Kennedy
Bettie Kennedy
By: /s/ Jerome D. Okarma
Jerome D. Okarma
By: /s/ Darlene M. Rose
Darlene M. Rose
By: /s/ Carol S. Willenbrock
Carol S. Willenbrock
The foregoing persons are all members of
the Johnson Controls World Services Inc.
Benefits Administration Committee, which
is the administrator of the Johnson
Controls World Services Inc. Retirement
Savings Plan.
S-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the John Controls Northern New Mexico, L.L.C. Benefits Administration
Committee, which administers the Johnson Controls Northern New Mexico, L.L.C.
Retirement Savings Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, and the State of Wisconsin, on this 23rd day of October, 1998.
JOHNSON CONTROLS NORTHERN NEW MEXICO,
L.L.C. RETIREMENT SAVINGS PLAN
By: /s/ Jerome D. Okarma
Jerome D. Okarma
By: /s/ Darlene M. Rose
Darlene M. Rose
By: /s/ Carol S. Willenbrock
Carol S. Willenbrock
The foregoing persons are all members of
the Johnson Controls Northern New
Mexico, L.L.C. Benefits Administration
Committee, which is the administrator of
the Johnson Controls Northern New
Mexico, L.L.C. Retirement Savings Plan.
S-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Johnson Controls Employee Benefits Policy Committee, which
administers the ASG/John's Creek Savings and Investment (401K) Plan, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, and the State
of Wisconsin, on this 23rd day of October, 1998.
ASG/JOHN'S CREEK SAVING AND
INVESTMENT (401K) PLAN
By: /s/ Susan Davis
Susan Davis
By: /s/ John P. Kennedy
John P. Kennedy
By: /s/ Stephen A. Roell
Stephen A. Roell
The foregoing persons are all
members of the Johnson Controls
Employee Benefits Policy Committee,
which is the administrator of the
ASG/John's Creek Savings and
Investment (401K) Plan.
S-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Prince Employees Retirement Trust Committee, which administers the
Prince Employee Retirement Trust, has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, and the State of Wisconsin, on this 23rd day of October,
1998.
PRINCE EMPLOYEE RETIREMENT TRUST
By: /s/ William Beckman
William Beckman
By: /s/ Bruce Los
Bruce Los
The foregoing persons are all
members of the Prince Employees
Retirement Trust Committee, which is
the administrator of the Prince
Employee Retirement Trust.
S-7
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
(4.1) 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)).
(23.1) Consent of PricewaterhouseCoopers LLP
(24) Powers of Attorney relating to subsequent
amendments (included on the signature page to this
Registration Statement).
E-1
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 20, 1997, which appears on
page 39 of the 1997 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, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 24 of such Annual Report on Form 10-K. We also consent to
the incorporation by reference in the Registration Statement of our reports
dated June 19, 1998 appearing on page 4 of the Annual Report of the Johnson
Controls Savings and Investment Plan, the Johnson Controls World Services Inc.
Retirement Savings Plan and the Johnson Controls Northern New Mexico, L.L.C.
Retirement Savings Plan on Form 11-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
Milwaukee, WI
October 23, 1998
