Form 8-K





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 5, 2010

Date of Report: (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-9761   36-2151613

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)

Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

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 5, 2010, Arthur J. Gallagher & Co. (Gallagher) registered for resale 455,554 shares of common stock pursuant to a prospectus supplement under an automatic shelf registration statement on Form S-3 (Registration Statement No. 333-166533) filed by Gallagher on the same date with the Securities and Exchange Commission (the Registration Statement). The opinion and consent of Harter Secrest & Emery LLP 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.




5   Opinion of Harter Secrest & Emery LLP
23   Consent of Harter Secrest & Emery LLP (included in Exhibit 5 hereto)


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 5, 2010       /S/    WALTER D. BAY        
      Walter D. Bay
      Vice President, General Counsel and Secretary