rollins8k32808.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
washington,
d.c. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 28,
2008
_______________________
ROLLINS,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
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Delaware
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1-4422
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51-0068479
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2170 Piedmont Road, N.E.,
Atlanta, Georgia 30324
(Address
of principal executive office) (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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On March
31, 2008, Rollins, Inc., a Delaware corporation (“Rollins” or the “Company”)
announced that its wholly owned subsidiary had entered into a definitive Asset
Purchase Agreement (the “Purchase Agreement”) dated as of March 28, 2008 among
Rollins HT, Inc., Centex Home Services, LLC, Hometeam Pest Defense, Inc. and
Hometeam Pest Defense, LLC, pursuant to which the Company will acquire (the
“Acquisition”) substantially all of the assets of the sellers related to the
business (the “Acquired Business”) of providing termite and pest control
services to homebuilders, businesses and homeowners. Subject to post-closing
adjustments, the purchase price to be paid for the Acquisition is estimated to
be approximately $137 million. The purchase price was negotiated at arms
length.
The
closing of the Acquisition is subject to the satisfaction of customary
conditions including the truth and accuracy of the representations and
warranties of the sellers, the performance of the obligation of the sellers, and
the absence of any material adverse effect (as defined in the Purchase
Agreement) or any state of facts, change, event or occurrence which would
reasonably be expected to result in a material adverse effect.
The
foregoing description of the Acquisition and the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the
complete text of the Purchase Agreement and the Company press release dated
March 31, 2008, attached hereto as Exhibits 2.1 and 99.1, respectively, and
incorporated herein by reference.
Cautionary
Statements
The
Purchase Agreement has been included to provide investors with information
regarding its terms. Except for its status as the contractual document that
establishes and governs the legal relations among the parties thereto with
respect to the transactions described above, the Purchase Agreement is not
intended to be a source of factual, business or operational information about
the parties.
The
representations, warranties and covenants contained in the Purchase Agreement
were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed by the contracting parties, including being qualified by
disclosures exchanged between the parties in connection with the execution of
the Purchase Agreement. The representations and warranties may have
been made for the purposes of allocating contractual risk between the parties to
the Purchase Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Purchase Agreement and should not rely on
the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of Rollins or any of
its subsidiaries.
Item
8.01 Other Events.
On March
31, 2008, Rollins issued a press release, a copy of which is furnished as an
exhibit to this Form 8-K, announcing the execution of the Purchase
Agreement.
Item
9.01 Financial Statements and Exhibits
a) Financial
statements of businesses acquired.
Not applicable.
b) Pro
forma financial information.
Not applicable.
c) Shell
company transactions.
Not applicable.
d) Exhibits.
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2.1
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Asset
Purchase Agreement, dated as of March 28, 2008, by and among Rollins HT,
Inc., Centex Home Services LLC, Hometeam Pest Defense, Inc. and Hometeam
Pest Defense, LLC.
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99.1
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Press
Release, dated March 31, 2008.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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ROLLINS,
INC.
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Date:
March 31, 2008
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By: s/Harry J. Cynkus
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Name: Harry
J. Cynkus
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Title: Chief
Financial Officer and Treasurer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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2.1
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Asset
Purchase Agreement, dated as of March 28, 2008, by and among Rollins HT,
Inc., Centex Home Services LLC, Hometeam Pest Defense, Inc. and Hometeam
Pest Defense, LLC.
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99.1
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Press
Release, dated March 31,
2008
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