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): August 23, 2004
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):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[X] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[X] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure.
In early 2001, Plaintiff Collier Black commenced legal proceedings against
Rollins, Inc. (the "Company") and one of its subsidiaries, Orkin, Inc., in which
he alleged that Orkin breached its subterranean termite agreement and repair
guarantee and sought repair damages and diminution of value to his estate home.
In 2002, the complaint was amended to include claims of fraud, deceptive trade
practices, false advertising and civil racketeering.
In September 2003, an arbitration panel issued a verdict in favor of Mr. Black
against the Company and Orkin on the breach of contract and deceptive trade
practices claims, and in the Company's and Orkin's favor on all remaining
claims. The arbitrators awarded Mr. Black $750,000 in compensatory damages,
$2.25 million in punitive damages, plus attorney's fees and costs later
determined to be approximately $1.25 million, for a total award of approximately
$4.25 million. Shortly thereafter, the Company and Orkin commenced a lawsuit in
federal court in Jacksonville, FL seeking to vacate or, in the alternative, to
modify the arbitration award on the grounds that it was a manifest disregard of
the law and violated due process.
On August 23, 2004, a U.S. District Court (Middle District of Florida) judge
vacated the entire punitive damage award and reduced the judgment to
approximately $2.0 million. Additional motions or appeals may be filed. In the
opinion of Management, the outcome of this action will not have a material
adverse effect on the Company's financial position, results of operations or
liquidity.
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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 3, 2004 By: /s/ Harry J. Cynkus
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Name: Harry J. Cynkus
Title: Chief Financial Officer and Treasurer