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)
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Delaware
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51-0068479
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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2170
Piedmont Road, N.E. Atlanta, Georgia 30324
(Address,
including zip code, of registrant’s principal executive offices)
Western
Industries Retirement Savings 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)
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Copy
to:
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Robert
F. Dow, Esq.
Jonathan
Golden, Esq.
Arnall
Golden Gregory LLP
171
Seventeenth Street, Suite 2100
Atlanta,
Georgia 30363
(404)
873-8706
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CALCULATION
OF REGISTRATION FEE
________________________________________________________________________________________________________________________
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Title
of each class of securities to be registered
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Amount
to be registered(1)
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Proposed
Maximum offering price per share(2)
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Proposed
maximum aggregate offering price(2)
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Amount
of
registration
fee(2)
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||||
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Common
Stock $1.00 par value
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1,000,000(3)
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$22.895
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$22,895,000
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$702.88
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________________________________________________________________________________________________________________________
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)
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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.
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(3)
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This
amount represents 1,000,000 shares of Common Stock issuable under
the
registrant’s Western Industries Retirement Savings Plan (the
“Plan”).
|
|
|
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PART
II
Item
3. Incorporation of Documents by
Reference.
The
following documents filed with the
Securities and Exchange Commission by Rollins, Inc. (the “Registrant” or the
“Company”) are hereby incorporated by reference herein:
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|
(a)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2006,
including
the material incorporated by reference to the proxy statement contained
in
the Registrant’s Schedule 14A filed March 27,
2007;
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|
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(b)
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Quarterly
Report on Form 10-Q for the quarter ended March 31,
2007;
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(c)
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Current
Reports on Forms 8-K filed on January 29, February 7, March 1, April
4,
April 25, and May 1, 2007; and
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|
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(d)
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The
description of the registrant's common stock contained in the registrant's
registration statement filed under Section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose
of
updating such description.
|
All
documents filed by the Registrant
or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), after the filing of this
Registration Statement on Form S-8 (and prior to the filing of any
post-effective amendment to this Registration Statement which indicates that
all
securities offered hereby have been sold or which de-registers all securities
remaining unsold), shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing
of
such reports and documents.
Any
statement contained in this
Registration Statement, in an amendment hereto or in a document incorporated
by
reference herein shall be deemed modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, in
any
subsequently filed supplement to this Registration Statement or any document
that is also incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
2
Item
6. Indemnification of Directors and Officers.
Delaware
Law. The
Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides for indemnification of officers, directors
and
other persons for losses and expenses incurred under certain
circumstances. The Registrant’s By-Laws provide for indemnification
of officers, directors and the Registrant’s general counsel to the fullest
extent permitted by Section 145 of the Delaware General Corporation
Law.
D&O
Insurance. The Registrant maintains liability insurance for its
directors and officers covering, subject to certain exceptions, any actual
or
alleged negligent act, error, omission, misstatement, misleading statement,
neglect or breach of duty by such directors or officers, individually or
collectively, in the discharge of their duties in their capacity as directors
and officers of the Registrant.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
No.
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Description
|
|
5.1*
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Copy
of the Internal Revenue Service determination letter that the plan
is
qualified under Section 401 of the Internal Revenue
Code
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23.1*
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Consent
of Grant Thornton LLP
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24*
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Power
of Attorney (included on signature
page)
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__________________
*
filed
herewith.
Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes as follows:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933 (the “Act”);
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement;
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3
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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Provided,
however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
|
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(2)
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That,
for the purpose of determining any liability under the Act, each
such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of
such securities at that time shall be deemed to be the initial bona
fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Act, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is
incorporated by reference in this registration statement shall be
deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering
thereof.
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(c) Insofar
as indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been advised that in
the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
4
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.
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ROLLINS,
INC.
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By: /s/
Gary W. Rollins
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Gary
W. Rollins
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Chief
Executive Officer, President and Chief Operating
Officer
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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.
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SIGNATURE
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TITLE
|
DATE
|
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/s/
Gary W. Rollins
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Chief
Executive Officer, President and Chief Operating Officer (principal
executive officer), and Director
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June
4, 2007
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| Gary W. Rollins | ||
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/s/
Harry J. Cynkus
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Chief
Financial Officer and Treasurer (principal
financial and accounting officer)
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June
4, 2007
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| Harry J. Cynkus | ||
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/s/
R. Randall Rollins
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Chairman
of the Board of Directors
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June
4, 2007
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| R. Randall Rollins | ||
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/s/
Wilton Looney
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Director
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June
4, 2007
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| Wilton Looney | ||
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/s/
Henry B. Tippie
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Director
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June
4, 2007
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| Henry B. Tippie | ||
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/s/
James B. Williams
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Director
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June
4, 2007
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| James B. Williams | ||
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/s/
Bill J. Dismuke
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Director
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June
4, 2007
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| Bill J. Dismuke | ||
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/s/
Thomas J. Lawley
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Director
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June
4, 2007
|
| Thomas J. Lawley |
5
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.
6