10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on August 26, 2004
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Mark one)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file No. 1-4422
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ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0068479
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 888-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of each class Exchange on which registered
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Common Stock, $1 Par Value The New York Stock Exchange
The Pacific Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes |X| No |_|
The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates
on June 30, 2003 was $362,429,930 based on the reported last sale price of
common stock on June 30, 2003, which is the last business day of the
registrant's most recently completed second fiscal quarter.
Rollins, Inc. had 45,351,754 shares of Common Stock outstanding as of February
27, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2004 Annual Meeting of Stockholders of
Rollins, Inc. are incorporated by reference into Part III, Items 10-14.
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Explanatory Note: The purpose of this amendment is to amend Item 15 of the
registrant's Form 10-K for the year ended December 31, 2002, in order to add
Exhibit 99.1. Such exhibit is a copy and has not been reissued.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Consolidated Financial Statements, Financial Statement Schedule and
Exhibits.
1. Consolidated financial statements listed in the accompanying
Index to Consolidated Financial Statements and Schedule are filed
as part of this report.
2. The financial statement schedule listed in the accompanying Index
to Consolidated Financial Statements and Schedule is filed as
part of this report.
3. Exhibits listed in the accompanying Index to Exhibits are filed
as part of this report. The following such exhibits are
management contracts or compensatory plans or arrangements:
(10) (a) Rollins, Inc. 1984 Employee Incentive Stock Option Plan
is incorporated herein by reference to Exhibit 10 as filed
with its Form 10-K for the year ended December 31, 1996.
(10) (b) Rollins, Inc. 1994 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit (10)(b) as filed
with its Form 10-K for the year ended December 31, 1999.
(10) (c) Rollins, Inc. 1998 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit A of the March
24, 1998 Proxy Statement for the Annual Meeting of
Stockholders held on April 28, 1998.
(10) (d) Lease Agreement dated July 1, 2002 between Rollins
Continental, Inc. and Rollins Ranch, a division of LOR, Inc.
incorporated herein by reference as filed with its Form 10-Q
for the quarter ended September 30, 2002 filed on November
14, 2002.
(10) (e) Stock Option Agreement dated January 22, 2002 for Gary
W. Rollins, Chief Executive Officer, President and Chief
Operating Officer is incorporated herein by reference as
filed with its Form 10-K for the year ended December 31,
2002 filed on March 17, 2003.
(b) Reports on Form 8-K.
On October 29, 2003, the Company furnished a report on Form
8-K, which reported under Item 9 that on October 29, 2003,
the Company reported earnings for the third quarter ended
September 30, 2003.
On October 29, 2003, the Company furnished a report on Form
8-K, which reported under Item 9 that on October 29, 2003,
the Board of Directors has declared a regular quarterly
dividend of $0.05 per share.
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(c) Exhibits (inclusive of item 3 above):
(2)(a) Asset Purchase Agreement by and between Orkin
Exterminating Company, Inc. and PRISM Integrated Sanitation
Management, Inc. is incorporated herein by reference to
Exhibit (2) as filed with its Form 10-Q filed on August 16,
1999.
(b) Stock Purchase Agreement as of September 30, 1999, by and
among Orkin Canada, Inc., Orkin Expansion, Inc., S.C.
Johnson Commercial Markets, Inc., and S.C. Johnson
Professional, Inc. is incorporated herein by reference to
Exhibit (2)(b) as filed with its Form 10-K for the year
ended December 31, 1999.
(c) Asset Purchase Agreement as of October 19, 1999 by and
between Orkin Exterminating Company, Inc., Redd Pest Control
Company, Inc., and Richard L. Redd is incorporated herein by
reference to Exhibit (2)(c) as filed with its Form 10-K for
the year ended December 31, 1999.
(d) First Amendment to Asset Purchase Agreement dated as of
December 1, 1999, by and among Orkin Exterminating Company,
Inc., Redd Pest Control Company, Inc. and Richard L. Redd is
incorporated herein by reference to Exhibit (2)(d) as filed
with its Form 10-K for the year ended December 31, 1999.
(3)(i) Restated Certificate of Incorporation of Rollins, Inc. is
incorporated herein by reference to Exhibit (3)(i) as filed
with its Form 10-K for the year ended December 31, 1997.
(ii) Amended and Restated By-laws of Rollins, Inc. is
incorporated by reference to Exhibit (3) (ii) as filed with
its Form 10-Q for the quarterly period ended June 30, 2003.
(iii) Amendment to the By-laws of Rollins, Inc. is
incorporated herein by reference to Exhibit (3) (iii) as
filed with its Form 10-Q for the quarterly period ended
March 31, 2001.
(iv) Amendment to the By-laws of Rollins, Inc. is incorporated
herein by reference to Exhibit (3) (iv) as filed with its
Form 10-K for the year ended December 31, 2002 filed March
17, 2002.
(4) Form of Common Stock Certificate of Rollins, Inc. is
incorporated herein by reference to Exhibit (4) as filed
with its Form 10-K for the year ended December 31, 1998.
(10)(a) Rollins, Inc. 1984 Employee Incentive Stock Option Plan
is incorporated herein by reference to Exhibit (10) as filed
with its Form 10-K for the year ended December 31, 1996.
(10)(b) Rollins, Inc. 1994 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit (10)(b) as filed
with its Form 10-K for the year ended December 31, 1999.
(10)(c) Rollins, Inc. 1998 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit A of the March
24, 1998 Proxy Statement for the Annual Meeting of
Stockholders held on April 28, 1998.
(10)(d) Lease Agreement dated July 1, 2002 between Rollins
Continental, Inc. and Rollins Ranch, a division of LOR, Inc.
incorporated herein by reference as filed with its Form 10-Q
for the quarter ended September 30, 2002 filed on November
14, 2002.
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(10)(e) Stock Option Agreement dated January 22, 2002 for Gary W.
Rollins, Chief Executive Officer, President and Chief
Operating Officer is incorporated herein by reference as
filed with its Form 10-K for the year ended December 31,
2002 filed on March 17, 2003.
(10)(f) Closing Statement dated October 31, 2002 between Rollins
Continental, Inc. and RTC, LLC, a company controlled by R.
Randall Rollins, Chairman of the Board of Rollins, Inc is
incorporated herein by reference as filed with its Form 10-K
for the year ended December 31, 2002 filed on March 17,
2003.
(21)* Subsidiaries of Registrant.
(23)* Consent of Ernst & Young LLP, Independent Auditors.
(24)* Powers of Attorney for Directors.
(31.1)** Certification of Chief Executive Officer Pursuant to
Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)** Certification of Chief Financial Officer Pursuant to
Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)** Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(99.1)** Report of Independent Accountants.
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* Previously filed.
** Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROLLINS, INC.
By: /s/ GARY W. ROLLINS By: /s/ HARRY J. CYNKUS
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Gary W. Rollins Harry J. Cynkus
Chief Executive Officer, President Chief Financial Officer and
and Chief Operating Officer Treasurer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: August 26, 2004 Date: August 26, 2004
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