Registration No. 333-10707
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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JOHNSON CONTROLS, INC.
(Exact name of Company 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
Johnson Controls, Inc. 2000 Stock Option Plan
(Full title of the plans)
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John P. Kennedy
Corporate Vice President, Secretary and General Counsel
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)
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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. (the
"Company") with the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as amended by the Company's Annual Report on Form 10-K/A
filed with the Securities and Exchange Commission on June 28, 2000.
2. All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since September 30,
1999, including the Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999 and March 31, 2000 and the Current Report on Form 8-K, dated
October 12, 1999.
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superseded by the description contained in the Company's definitive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 30, 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 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.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 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 of 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 of 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.
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.
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Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Company 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 with or furnished to the
Securities and Exchange Commission by the Company 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, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, State of Wisconsin, on July 17, 2000.
JOHNSON CONTROLS, INC.
By: /s/ Stephen A. Roell
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Stephen A. Roell
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below as of July 17,
2000, by the following persons in the capacities indicated.
Signatures Title
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* Chairman, Chief Executive Officer and Director
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James H. Keyes
/s/ Stephen A. Roell Senior Vice President and Chief Financial Officer
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Stephen A. Roell
* Director
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William F. Andrews
* Director
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Robert L. Barnett
Director
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Fred L. Brengel
* Director
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Paul A. Brunner
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* Director
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Robert A. Cornog
* Director
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Willie D. Davis
* Director
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Southwood J. Morcott
Director
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Martha R. Seger
Director
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Donald Taylor
* Director
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Richard F. Teerlink
* Director
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Gilbert R. Whitaker, Jr.
Director
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R. Douglas Ziegler
*By: /s/ Stephen A. Roell
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Stephen A. Roell
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Johnson Controls, Inc. 1992 Stock Option Plan, as amended
through November 17, 1999.
(4.2) Johnson Controls, Inc. 2000 Stock Option Plan (incorporated
by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A filed on December 3, 1999 (File
No. 1-5097)).
(4.3)
Rights Agreement between Johnson Controls, Inc. and Firstar
Trust Company (Rights Agent), as amended November 16, 1994
(incorporated by reference to Exhibit 4.C to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 (File No. 1-5097)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of PricewaterhouseCoopers LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto).
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement).*
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*Previously filed.
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