-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WwKtI3xwUyzDEWMFyGB2Ysdk87cftTdm+ksD4vb5MgRUVGlPuJ6hkSUXrDKQIDPd kXtcSlE602VIorgSZS8bJQ== 0000084839-05-000079.txt : 20050921 0000084839-05-000079.hdr.sgml : 20050921 20050921171345 ACCESSION NUMBER: 0000084839-05-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050919 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050921 DATE AS OF CHANGE: 20050921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROLLINS INC CENTRAL INDEX KEY: 0000084839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 510068479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04422 FILM NUMBER: 051096388 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882000 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD NE CITY: ATLANTA STATE: GA ZIP: 30324 8-K 1 acq0919.txt ACQUISITION 8K 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): September 19, 2005 ROLLINS, INC. (Exact name of registrant as specified in its charter) Delaware 1-4422 51-0068479 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 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 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 (see General Instruction A.2. below): [ ] 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. The information provided pursuant to this Item 8.01 is to be considered "filed" under the Securities Exchange Act of 1934 ("Exchange Act") and incorporated by reference into those filings of Rollins, Inc (the "Company") that provide for the incorporation of all reports and documents filed by the Company under the Exchange Act. On September 19, 2005, Rollins, Inc., a premier North American consumer and commercial services company (NYSE:ROL), announced that it has entered into a definitive purchase agreement to acquire The Industrial Fumigant Company (IFC). The transaction is expected to close in October. Except for the historical information contained in this report, the statements made by the Company are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company's future performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. See the risk factors contained under the caption "Caution Regarding Forward-Looking Statements" in the Press Release for a discussion of certain risks and uncertainties that may impact such forward-looking statements. For further information on other risk factors, please refer to the "Risk Factors" contained in the Company's Form 10-K filed March 11, 2005 with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements. Item 9.01. Financial Statements and Exhibits Exhibit No. Description 99.1 Press Release Dated September 19, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROLLINS, INC. Date: September 21, 2005 By: /s/Harry J. Cynkus --------------------------------------------- Name: Harry J. Cynkus Title: Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) EX-99 2 acq991.txt PRESS RELEASE Exhibit 99.1 For Further Information Contact Harry J. Cynkus (404) 888-2922 FOR IMMEDIATE RELEASE Rollins, Inc. Announces Agreement to Acquire The Industrial Fumigant Company ATLANTA, GEORGIA, Sept. 19, 2005, -- Rollins, Inc. (NYSE: ROL) a premier North American consumer and commercial services company, today announced that it has entered into a definitive purchase agreement to acquire The Industrial Fumigant Company, (IFC). The transaction is expected to close in October. From its founding in 1937, IFC has been dedicated to pest management in the Food and Commodity Industries and has a proud legacy of service under the guidance of Don Wilbur and Jim Arnote. In 1996 the company was sold to its employees and has been owned by the IFC Employee Stock Ownership Plan since. Its concentration on a specific industry segment has led IFC to a position of leadership in matters of food plant pest management, auditing, and training. Since being acquired by its employees, IFC has increased its nationwide coverage to 25 offices and 17 warehouses. Based in Olathe, Kansas, IFC employs over 130 associates who have helped build an innovative culture, focused on bringing the latest proven technology available to the food industry. With revenues in excess of $26 million, the company is the 24th largest company in the pest control industry. You can learn more about IFC by visiting their web site at www.indfumco.com. Gary W. Rollins, President and Chief Executive Officer of Rollins, Inc., said, "We are extremely pleased to announce this agreement with IFC which is consistent with our strategic plan to accelerate growth in commercial services. Under the leadership of Mike Newland, IFC has earned great loyalty from its customers and employees. Although they will continue to operate independently, we hope to learn a great deal from Mike and his team of experts." Mike Newland, President and Chief Executive Officer of IFC, stated, "This announcement marks a great day for many people. Rollins, Inc. is adding another jewel to their crown as leaders in the pest management industry. Their business ethics, acumen and hard work have been admired by IFC's management for some time. IFC's greatest asset and resources has always been its people. The combination of IFC's employees and Rollins' resources will be very beneficial to the food industry. This partnership will be a win, win situation, for the employees, the customers, and the Company. IFC will be able to address its customer's needs on a much larger geographical scale and in areas beyond our core business." Rollins, Inc. is a premier North American consumer and commercial services company. Through its wholly owned subsidiaries, Orkin, Inc. and Western Pest Services, the Company provides essential pest control services and protection against termite damage, rodents and insects to approximately 1.7 million customers in the United States, Canada and Mexico from over 400 locations. You can learn more about Orkin by visiting our Web sites at www.orkin.com, www.westernpest.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This release contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding the expected closing date for the IFC transaction and its benefit to the food industry. The actual results of the IFC transaction could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including without limitation, general economic conditions; market risk; changes in industry practices or technologies; the ability of IFC and the Company to identify and capitalize on business opportunities arising from the transaction; the Company's ability to integrate IFC into its operations; climate and weather trends; competitive factors and pricing practices; potential increases in labor costs; uncertainties of litigation; and changes in various government laws and regulations, including environmental regulations. All of the foregoing risks and uncertainties are beyond the ability of the Company to control, and in many cases the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. A more detailed discussion of potential risks facing the Company can be found in the Company's Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2004. -----END PRIVACY-ENHANCED MESSAGE-----