Post-Effective Amendment to Form S-8

As filed with the Securities and Exchange Commission on November 12, 2014

Registration No. 333-109324

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE

AMENDMENT TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

FLORIDA   59-0864469

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

220 SOUTH RIDGEWOOD AVENUE,

DAYTONA BEACH, FLORIDA

  32114
(Address of Principal Executive Offices)   (Zip Code)

 

 

BROWN & BROWN, INC. PERFORMANCE STOCK PLAN

(f/k/a BROWN & BROWN, INC. STOCK PERFORMANCE PLAN)

(Full title of the plan)

 

 

ROBERT W. LLOYD, ESQ.

Executive Vice President and General Counsel

BROWN & BROWN, INC.

220 S. Ridgewood Avenue

Daytona Beach, Florida 32114

(Name and address of agent for service)

(386) 239-5752

(Telephone number, including area code, of agent for service)

 

 

Copies of all communications to:

CHESTER E. BACHELLER, ESQ.

HOLLAND & KNIGHT LLP

100 North Tampa Street, Suite 4100

Tampa, Florida 33602

(813) 227-8500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered (1)

 

Amount

to be
registered (1)

 

Proposed
maximum

offering price
per share (1)

 

Proposed
maximum
aggregate

offering price (1)

 

Amount of

registration fee (1)

Common Stock Par Value—$0.10 per share registered under the Brown & Brown, Inc. Performance Stock Plan, formerly known as the Brown & Brown, Inc. Stock Performance Plan

  N/A   N/A   N/A   N/A

 

 

(1) This Amendment is filed to deregister 8,664,843 shares originally registered for issuance under the Brown & Brown, Inc. Performance Stock Plan, formerly known as the Brown & Brown, Inc. Stock Performance Plan, on the Registration Statement on Form S-8 (Registration No. 333-109324).

 

 

 


POST-EFFECTIVE AMENDMENT

The purpose of this Post-Effective Amendment to Registration Statement on Form S-8 (Registration No. 333-109324) is to deregister 8,664,843 shares of Brown & Brown, Inc. common stock, par value $0.10 per share (the “Common Stock”), registered for issuance pursuant to the Brown & Brown, Inc. Performance Stock Plan, formerly known as the Brown & Brown, Inc. Stock Performance Plan (the “Plan”). As of December 31, 2013: (a) 5,953,543 shares of Common Stock registered under the Registration Statement on Form S-8 had not been issued under the Plan and were thus not subject to currently outstanding options and (b) 2,711,300 shares of Common Stock registered under the Registration Statement on Form S-8 had expired, terminated, been canceled or been forfeited and were thus not subject to currently outstanding options. This sum of 8,664,843 shares of Common Stock not subject to currently outstanding options under the Plan are hereby deregistered.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

As there are no securities being registered herein, the sole purpose being to deregister, the disclosure requirements under the Securities Act of 1933, as amended, and the requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.

 

ITEM 8. EXHIBITS.

The Exhibits required to be filed as part of this Registration Statement are listed in the attached Exhibit Index.


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, on November 12, 2014.

 

BROWN & BROWN, INC.
By:  

*

  J. Powell Brown
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 12, 2014.

 

Signature

      

Title

*

    

President and Chief Executive Officer (Principal Executive Officer), Director

J. Powell Brown     

/s/ R. Andrew Watts

    

Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

R. Andrew Watts     

*

    

Chairman, Director

J. Hyatt Brown     


Signature

      

Title

*

    

Director

Samuel P. Bell, III     

*

    

Director

Hugh M. Brown     

*

    

Director

Bradley Currey, Jr.     

*

    

Director

Theodore J. Hoepner     

*

    

Director

James S. Hunt     

*

    

Director

Toni Jennings     

*

    

Director

Timothy R.M. Main     

*

    

Director

H. Palmer Proctor, Jr.     

*

    

Director

Wendell S. Reilly     

*

    

Director

Chilton D. Varner     

 

*By:  

/S/ LAUREL L. GRAMMIG

Laurel L. Grammig
Attorney-In-Fact


EXHIBIT INDEX

 

Exhibit
Number

  

Description

24.1    Powers of Attorney.
Powers of Attorney

EXHIBIT 24.1

POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Samuel P. Bell, III

    Samuel P. Bell, III


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Hugh M. Brown

    Hugh M. Brown


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ J. Powell Brown

    J. Powell Brown


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Bradley Currey, Jr.

    Bradley Currey, Jr.


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ J. Hyatt Brown

    J. Hyatt Brown


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Theodore J. Hoepner

    Theodore J. Hoepner


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ James S. Hunt

    James S. Hunt


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as she might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Toni Jennings

    Toni Jennings


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for his and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Timothy R.M. Main

    Timothy R.M. Main


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ H. Palmer Proctor, Jr.

    H. Palmer Proctor, Jr.


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Wendell S. Reilly

    Wendell S. Reilly


POWER OF ATTORNEY

The undersigned constitutes and appoints R. Andrew Watts, Robert W. Lloyd and Laurel L. Grammig, or any of them, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of Brown & Brown, Inc., and any amendments thereto (including any post-effective amendments thereto), with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission in accordance with the rules promulgated by the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as she might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Dated: October 21, 2014    

/s/ Chilton D. Varner

    Chilton D. Varner