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As filed with the Securities and Exchange Commission on October 25, 1995
Registration No. 33-41204
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
________________________
POE & BROWN, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0864469
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
220 S. Ridgewood Avenue, Daytona Beach, Florida 32114
(Address of Principal Executive Office) (Zip Code)
POE & BROWN, INC.
1990 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
________________________
Laurel J. Lenfestey, Esquire
Vice President, Secretary and General Counsel
Poe & Brown, Inc.
401 East 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)
Copies of all communications to:
Michael L. Jamieson, Esq.
Holland & Knight
400 North Ashley Drive
Suite 2000
Tampa, Florida 33602
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /x/
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered Registered per unit* offering price* fee*
Common stock, par value
$0.10 per share. . . . . . 250,000 shares $24.63 $3,694,500 $1,274
* Estimated solely for the purpose of calculating the registration fee. The
fee for the 150,000 additional shares registered hereby 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 Nasdaq Stock Market on
October 23, 1995.
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POE & BROWN, INC.
250,000 SHARES OF COMMON STOCK
PAR VALUE $.10 PER SHARE
________________________
OFFERED PURSUANT TO THE
POE & BROWN, INC.
1990 EMPLOYEE STOCK PURCHASE PLAN
________________________
The contents of the registration statement on Form S-8 of Poe & Brown,
Inc. (formerly named Poe & Associates, Inc.), registration number 33-41204 (the
"Registration Statement"), are hereby incorporated by reference. The
Registration Statement is hereby amended solely to increase the number of
shares registered under the Poe & Brown, Inc. 1990 Employee Stock Purchase
Plan from 100,000 to 250,000 shares.
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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, in the City of Tampa, State of Florida, on October 25, 1995.
POE & BROWN, INC.
By: *
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J. Hyatt Brown, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
* President, Chief Executive Officer, October 25, 1995
---------------------------------- Chairman of the Board (Principal
J. Hyatt Brown Executive Officer)
/s/ James A. Orchard Chief Financial Officer (Principal October 25, 1995
---------------------------------- Financial and Accounting Officer)
James A. Orchard
* Director October 25, 1995
----------------------------------
Samuel P. Bell, III
* Director October 25, 1995
----------------------------------
Bruce G. Geer
* Director October 25, 1995
----------------------------------
Jim W. Henderson
* Director October 25, 1995
----------------------------------
Kenneth E. Hill
* Director October 25, 1995
----------------------------------
Theodore J. Hoepner
* Director October 25, 1995
----------------------------------
Charles W. Poe
* Director October 25, 1995
----------------------------------
William F. Poe, Sr.
* Director October 25, 1995
----------------------------------
William F. Poe, Jr.
*By: /s/ Laurel J. Lenfestey October 25, 1995
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Laurel J. Lenfestey,
Attorney-in-Fact
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INDEX OF EXHIBITS
5 - Opinion of Holland & Knight
23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Holland & Knight (contained in Exhibit 5)
24.1 - Powers of attorney, pursuant to which this Amendment has been signed on behalf
of certain directors and officers
24.2 - Resolutions of the Board of Directors, certified by the Secretary of the Company