<PAGE 1>
As filed with the Securities and Exchange Commission on August 3, 2000
Registration Statement No. 33-________
_________________________________________________________________
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
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 (I.R.S. Employer Identification No.)
incorporation or organization)
220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA 32115
(Address of Principal Executive Office) (Zip Code)
BROWN & BROWN, INC.
2000 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
______________________
LAUREL L. GRAMMIG
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
BROWN & BROWN, INC.
401 E. JACKSON STREET, SUITE 1700
TAMPA, FLORIDA 33602
(Name and address of agent for service)
(813) 222-4100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
| | Proposed | Proposed | |
Title of | Amount | maximum | maximum | Amount of |
securities | to be | offering | aggregate | registration |
to be registered | Registered | price | offering | fee |
| | per share*| price* | |
__________________|_____________|____________|______________|______________|
| | | | |
Common stock, par | | | | |
value $.10 per | 300,000 | $47.71 |$14,313,000.00| $3,778.63 |
share.............| shares | | | |
__________________|_____________|____________|______________|______________|
* Estimated pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, solely for the purpose of calculating the
registration fee. The fee is calculated upon the basis of the
average between the high and low sales price for shares of common
stock of the registrant as reported on the New York Stock
Exchange on July 31, 2000.
<PAGE 2>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Brown & Brown,
Inc. f/k/a Poe & Brown, Inc. (the "Company") with the Commission
are incorporated by reference:
(1) The Company's annual report on Form 10-K for the year
ended December 31, 1999;
(2) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 2000;
(3) The Company's Proxy Statement, dated March 15, 2000,
for the Company's 2000 Annual Meeting of Shareholders; and
(4) The description of the Company's common stock contained
in the Company's Registration Statement on Form S-4, File Number
33-58090, filed with the Commission on February 10, 1993, as
amended.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
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 part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Florida corporation. Reference is made to
Section 607.0850 of the Florida Business Corporation Act, which
permits, and in some cases requires, indemnification of
directors, officers, employees, and agents of the Company under
certain circumstances and subject to certain limitations.
Under Article VII of the Company's Bylaws, the Company is
required to indemnify its officers and directors, and officers
and directors of certain other corporations serving as such at
the request of the Company, against all costs and liabilities
incurred by such persons by reason of their having been an
officer or director of the Company or such other corporation,
provided that such indemnification shall not apply with respect
to any matter as to which such officer or director shall be
finally adjudged to have been individually guilty of gross
negligence or willful malfeasance in the performance of his or
her duty as a director or officer, and provided further that the
indemnification shall, with respect to any settlement
<PAGE 3>
of any suit, proceeding, or claim, include reimbursement of any amounts
paid and expenses reasonably incurred in settling any such suit,
proceeding, or claim when, in the judgment of the Board of
Directors, such settlement and reimbursement appeared to be for
the best interests of the Company.
The Compensation Committee of the Company's Board of
Directors (the "Committee") has authority to grant options to
employees under the Company's 2000 Incentive Stock Option Plan
for Employees being registered hereunder (the "Plan"), and is
responsible for the general administration and interpretation of
the Plan. The Plan provides that members of the Committee (and
any officers or employees of the Company to whom authority to act
for the Board of Directors or the Committee is delegated) have a
right to indemnification with respect to claims arising against
them individually as a result of their administration of the
Plan. This right does not apply in the case where such person is
adjudged liable for gross negligence, bad faith, or intentional
misconduct in the performance of his or her duties.
The Company has purchased insurance with respect to, among
other things, liabilities that may arise under the statutory
provisions referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4 - Brown & Brown, Inc. 2000 Incentive Stock Option
Plan for Employees
5 - Opinion of the Company's General Counsel as to
the legality of the securities being registered
hereunder
23a - Consent of Arthur Andersen LLP, independent
certified public accountants
23b - Opinion of the Company's General Counsel (included in
Exhibit 5)
24a - Powers of attorney for individual directors
24b - Resolutions adopted by the Board of Directors
and certified by the Secretary of the Company
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;
(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,
<PAGE 4>
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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 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 registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant'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 the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, 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 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions (see Item 6) 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.
<PAGE 5>
SIGNATURES
THE REGISTRANT. 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 Daytona Beach, State of
Florida, on July 31, 2000.
BROWN & BROWN, INC.
By: *
_____________________________
J. Hyatt Brown, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
_________ _____ ____
*
______________________ Chairman of the Board, President July 31, 2000
J. Hyatt Brown and Chief Executive Officer
(Principal Executive Officer)
* Director July 31, 2000
______________________
Samuel P. Bell, III
* Director July 31, 2000
______________________
Bradley Currey, Jr.
* Director July 31, 2000
______________________
Jim W. Henderson
* Director July 31, 2000
______________________
David H. Hughes
* Director July 31, 2000
______________________
Theodore J. Hoepner
* Director July 31, 2000
______________________
Toni Jennings
* Director July 31, 2000
______________________
Jan E. Smith
* Vice President, Treasurer and July 31, 2000
_______________________ Chief Financial Officer (Principal
Cory T. Walker Financial and Accounting Officer)
*By: /S/ LAUREL L. GRAMMIG
_______________________
Laurel L. Grammig
Attorney-in-Fact
<PAGE 6>
EXHIBITS
Exhibit 4 Brown & Brown, Inc. 2000 Incentive Stock Option
Plan for Employees
Exhibit 5 Opinion of the Company's General Counsel as to the
legality of the securities being registered hereunder
Exhibit 23a Consent of Arthur Andersen LLP, independent
certified public accountants
Exhibit 23b Opinion of the Company's General Counsel (included
in Exhibit 5)
Exhibit 24a Powers of attorney for individual directors and
certain officers
Exhibit 24b Resolutions adopted by the Board of Directors and
certified by the Secretary of the Company