Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share Offering Price Registration Fee
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Common Stock,
$0.16-2/3
par value 7,254,352 shares $52.28125(2) $379,266,590.50(2) $100,126.38
Common Stock
Purchase Rights 7,254,352 rights (3) (3) (3)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares of
Common Stock (and related Common Stock Purchase Rights) that may become
issuable as a result of stock splits, stock dividends, or similar
transactions pursuant to the anti-dilution provisions of the 1992 Stock
Option Plan and the 2000 Stock Option Plan.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, solely
for the purposes 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 July 10, 2000.
(3) 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.
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<PAGE>
STATEMENT PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
The purpose of this Registration Statement is to register 7,254,352
additional shares of Common Stock, $0.16-2/3 par value per share ("Common
Stock"), and associated Common Stock Purchase Rights, of Johnson Controls, Inc.
(the "Company") in connection with the Johnson Controls, Inc. 1992 Stock Option
Plan (the "1992 Plan") and the Johnson Controls, Inc. 2000 Stock Option Plan
(the "2000 Plan"). Initially, 7,254,352 shares of Common Stock are available for
award under the 2000 Plan, subject to increase to the extent that shares of
Common Stock subject to prior awards under the 1992 Plan again become available
for award. Such additional shares of Common Stock that may become available for
grant under the 2000 Plan are registered pursuant to the Company's Registration
Statement on Form S-8 (Reg. No. 333-10707), as amended by Post-Effective
Amendment No. 1.
Pursuant to General Instruction E of Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Reg. No. 333-10707), as amended by
Post-Effective Amendment No. 1, including the documents incorporated by
reference therein, are incorporated by reference into this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Company 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, 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
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
-------------------------------- (Principal Executive Officer)
James H. Keyes
/s/ Stephen A. Roell Senior Vice President and Chief Financial
-------------------------------- Officer (Principal Financial and
Stephen A. Roell Accounting Officer)
* Director
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William F. Andrews
* Director
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Robert L. Barnett
* Director
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John M. Barth
* Director
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Natalie A. Black
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Signatures Title
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* Director
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Paul A. Brunner
* Director
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Robert A. Cornog
* Director
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Willie D. Davis
* Director
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William H. Lacy
* Director
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Southwood J. Morcott
* Director
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Richard F. Teerlink
* Director
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Gilbert R. Whitaker, Jr.
*By: /s/ Stephen A. Roell
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Stephen A. Roell
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Exhibit
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(4.1) Johnson Controls, Inc. 1992 Stock Option Plan, as amended through
November 17, 1999 (incorporated by reference to Exhibit 4.1 to
Amendment No.1 to the Company's Registration Statement on Form
S-8 (Reg. No. 333-10707)).
(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 the Company 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) Powers of Attorney.
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