UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2015
ARTHUR J. GALLAGHER & CO.
(Exact name of registrant as specified in its charter)
| Delaware | 1-9761 | 36-2151613 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Two Pierce Place, Itasca, Illinois 60143-3141
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (630) 773-3800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On May 1, 2015, Arthur J. Gallagher & Co. (“Gallagher”) registered for resale 151,579 shares of Gallagher common stock pursuant to a prospectus supplement under its automatic shelf registration statement on Form S-3 (Registration Statement No. 333-192437), filed with the Securities and Exchange Commission (the Registration Statement). The opinion and consent of Seth Diehl, Esq., Senior Counsel, Corporate & Securities, as to the validity of these shares of common stock, filed as Exhibits 5 and 23 to this Current Report on Form 8-K, respectively, are incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 5 | Opinion of Seth Diehl, Esq., Senior Counsel, Corporate & Securities | |
| 23 | Consent of Seth Diehl, Esq., Senior Counsel, Corporate & Securities (included in Exhibit 5 hereto) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arthur J. Gallagher & Co. | ||
| Date: May 1, 2015 | /s/ WALTER D. BAY | |
| Walter D. Bay Vice President, General Counsel and Secretary | ||
May 1, 2015
Arthur J. Gallagher & Co.
The Gallagher Centre
Two Pierce Place
Itasca, IL 60143-3141
Ladies and Gentlemen:
In my capacity as Senior Counsel, Corporate & Securities, of Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), I am furnishing this opinion in connection with the resale registration of 151,579 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), which shares may be sold from time to time by the selling stockholders described in the prospectus supplement of even date herewith (the “Prospectus Supplement”) filed by the Company with the Securities and Exchange Commission and the related prospectus dated November 20, 2013 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3ASR (Reg. No. 333-192437) (the “Registration Statement”). I am delivering this letter pursuant to your request, in accordance with Item 601(b)(5) of Regulation S-K.
I have examined such documents, records and instruments as I have deemed necessary or advisable as a basis for expressing the opinion set forth below. In arriving at this opinion, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. As to certain facts material to this opinion letter, I have relied without independent verification upon oral and written statements and representations of officers and other representatives of the Company.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares are validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing), and I express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction.
I hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and the reference to me under the caption “Validity of Securities” in the Prospectus forming part of the Registration Statement. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. This opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company.
| Very truly yours, |
| /s/ Seth Diehl |
| Seth Diehl |
| Senior Counsel, Corporate & Securities Arthur J. Gallagher & Co. |