S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on June 13, 2007
As
filed
with the Securities and Exchange Commission on June 13, 2007
Registration
Statement No.
333-_____
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ROLLINS,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
51-0068479
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
2170
Piedmont Road, N.E. Atlanta, Georgia 30324
(Address,
including zip code, of registrant’s principal executive offices)
Rollins
401(k) Plan
(Full
Title of Plan)
R.
Randall Rollins
Chairman
of the Board
2170
Piedmont Road, N.E.
Atlanta,
Georgia 30324
(404)
888-2000
(Name
and
address, including zip code, and telephone number, including area
code,
of
agent for
service)
|
Copy
to:
|
Robert
F. Dow, Esq.
Jonathan
Golden, Esq.
Arnall
Golden Gregory LLP
171
Seventeenth Street, Suite 2100
Atlanta,
Georgia 30363
(404)
873-8706
|
CALCULATION
OF REGISTRATION FEE
________________________________________________________________________________________________________________________
|
Title
of each class of securities to be registered
|
Amount
to be registered(1)
|
Proposed
Maximum offering price per share(2)
|
Proposed
maximum aggregate offering price(2)
|
Amount
of
registration
fee(2)
|
||||
|
Common
Stock $1.00 par value
|
4,260,000(3)
|
$22.895
|
$97,532,700
|
$2,994.26
|
________________________________________________________________________________________________________________________
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be
offered or sold pursuant to the employee benefit plan described
herein.
|
(1)
|
Includes
an indeterminate number of additional shares that may be issued
to adjust
the number of shares issued pursuant to the employee benefit plan
as the
result of any future stock split, stock dividend or similar adjustment
of
the registrant’s outstanding common stock.
|
|
(2)
|
Estimated
pursuant to Rule 457(c) solely for purposes of calculating amount
of
registration fee, based upon the average of the high and low prices
reported on June 7, 2007, as reported on the New York Stock
Exchange.
|
|
(3)
|
This
amount represents 4,260,000 shares of Common Stock issuable under
the
registrant’s Rollins 401(k) Plan.
|
|
|
|
EXPLANATORY
NOTE
This
Registration Statement is filed pursuant to General Instruction E to Form S-8
by
Rollins, Inc., a Delaware corporation (the "Registrant"), in order to register
4,260,000 shares of common stock, par value $1.00 per share (the "Common
Stock"), which shares are in addition to those previously registered on a
Registration Statements on Form S-8 (File Nos. 33-26056 and 33-47528) filed
with
the Securities and Exchange Commission (the "Commission") for issuance pursuant
to Rollins 401(k) Plan. The Registrant incorporates herein by this reference
the
contents of such previously filed Registration Statement.
PART
II
Item
8. Exhibits.
|
Exhibit
No.
|
Description
|
|
5.1*
|
Copy
of the Internal Revenue Service determination letter that the plan
is
qualified under Section 401 of the Internal Revenue
Code
|
|
23.1*
|
Consent
of Grant Thornton LLP
|
|
24*
|
Power
of Attorney (included on signature
page)
|
__________________
*
filed
herewith.
2
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 Atlanta, State of
Georgia, on June 4, 2007.
|
ROLLINS,
INC.
|
|
|
By: /s/
Gary W. Rollins
|
|
|
Gary
W. Rollins
|
|
|
Chief
Executive Officer, President and Chief Operating
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 date indicated. Each
person whose signature appears below hereby constitutes and appoints R. Randall
Rollins and Gary W. Rollins, or any one of them, as such person’s true and
lawful attorney-in-fact and agent with full power of substitution for such
person and in such person’s name, place and stead, in any and all capacities, to
sign and to file with the Securities and Exchange Commission, any and all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith, granting unto
said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute therefor, may lawfully do or cause to be done by virtue
thereof.
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/
Gary W. Rollins
|
Chief
Executive Officer, President and Chief Operating Officer (principal
executive officer), and Director
|
June
4, 2007
|
| Gary W. Rollins | ||
|
/s/
Harry J. Cynkus
|
Chief
Financial Officer and Treasurer (principal
financial and accounting officer)
|
June
4, 2007
|
| Harry J. Cynkus | ||
|
/s/
R. Randall Rollins
|
Chairman
of the Board of Directors
|
June
4, 2007
|
| R. Randall Rollins | ||
|
/s/
Wilton Looney
|
Director
|
June
4, 2007
|
| Wilton Looney | ||
|
/s/
Henry B. Tippie
|
Director
|
June
4, 2007
|
| Henry B. Tippie | ||
|
/s/
James B. Williams
|
Director
|
June
4, 2007
|
| James B. Williams | ||
|
/s/
Bill J. Dismuke
|
Director
|
June
4, 2007
|
| Bill J. Dismuke | ||
|
/s/
Thomas J. Lawley
|
Director
|
June
4, 2007
|
| Thomas J. Lawley |
3
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
5.1*
|
Copy
of the Internal Revenue Service determination letter that the plan
is
qualified under Section 401 of the Internal Revenue
Code
|
|
23.1
*
|
Consent
of Grant Thornton LLP
|
|
24*
|
Power
of Attorney (included on signature
page)
|
__________________
*
filed
herewith.
4