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
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| Title of securities to be registered (1) |
Amount to be |
Proposed offering price |
Proposed 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 | ||||
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| (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 |
Description | |
| 24.1 | 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 |