REGISTRATION NO. 33- ___________
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 (I.R.S. Employer
incorporation or organization) Identification No.)
2170 Piedmont Road, N.E. Atlanta, Georgia 30324
(Address of Principal Executive Offices) (Zip Code)
Rollins, Inc. 1994 Employee Stock Incentive Plan
(Full title of the plan)
R. Randall Rollins,
Chairman of the Board
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
(Name and address of agent for service)
(404) 888-2000
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan Golden, Esq.
Arnall Golden & Gregory
55 Park Place, Suite 400
Atlanta, Georgia 30303-2598
(404) 527-4646
CALCULATION OF REGISTRATION FEE*
_________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
_________________________________________________________________
Common
Stock
$1.00 Par 1,200,000 $29.875 $35,850,000.00 $12,363.00
Value Shares
_________________________________________________________________
* Calculated pursuant to Rule 457(h), based upon the average
of the high and low prices reported for the Common Stock on
the New York Stock Exchange on February 15, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference. The
following documents are incorporated by reference in the
Registration Statement:
(a) The registrant's annual report on Form 10-K for the
year ended December 31, 1992.
(b) All other reports filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1992.
(c) 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 subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all of the
shares of Common Stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such 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. Certain
legal matters will be passed upon for the Company by Arnall
Golden & Gregory, Atlanta, Georgia.
Item 6. Indemnification of Directors and Officers. 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 ByLaws
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.
Item 7. Exemption from Registration Claimed. Not
applicable.
Item 8. Exhibits. The following Exhibits are furnished as
part of this Registration Statement:
EXHIBIT NO. EXHIBITS
5 Opinion of Arnall Golden & Gregory regarding legality
23(a) Consent of Arnall Golden & Gregory
(included in Exhibit No. 5)
23(b) Consent of Arthur Andersen & Co.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) 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;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6, 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.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 January 25, 1994.
ROLLINS, INC.
By:R. Randall Rollins
R. Randall Rollins
Chairman of the Board of
Directors (Principal Executive
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints R. Randall
Rollins and Gary W. Rollins, and each of them, his true and
lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting each and every act
and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
Signature Title Date
R. Randall Rollins Chairman of the Board January 25, 1994
R. Randall Rollins and Chief Executive Officer
(Principal Executive Officer)
Gene L. Smith Chief Financial Officer, January 25, 1994
Gene L. Smith Secretary and Treasurer
(Principal Financial
and Accounting Officer)
Gary W. Rollins Director January 25, 1994
Gary W. Rollins
John W. Rollins Director January 25, 1994
John W. Rollins
Henry B. Tippie Director January 25, 1994
Henry B. Tippie
Wilton Looney Director January 25, 1994
Wilton Looney
James B. Williams Director January 25, 1994
James B. Williams
Bill J. Dismuke Director January 25, 1994
Bill J. Dismuke
EXHIBIT 5
<PAGE>
ARNALL GOLDEN & GREGORY
55 Park Place, N.W.
Suite 400
Atlanta, Georgia 30303-2598
February 18, 1994
ROLLINS, INC.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Rollins, Inc., a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), relating to an offer by the Company of up to 1,200,000
shares of the Company's Common Stock, $1.00 par value (the
"Shares"), pursuant to the Company's 1994 Employee Stock
Incentive Plan ("Plan").
In acting as counsel to the Company, we have examined and
relied upon such corporate records, documents, certificates and
other instruments and examined such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion. In addition, we assume that the purchase price per
Share will, in all cases, equal or exceed the par value of a
Share. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares to be sold pursuant to and in
accordance with the Plan have been duly and validly authorized
and will, upon receipt in full of the purchase price provided in
the Plan and upon issuance pursuant to a current prospectus in
conformity with the Act, be legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm under
the caption "Interests of Named Experts and Counsel" contained
therein and elsewhere in the Registration Statement. This
consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
ARNALL GOLDEN & GREGORY
ARNALL GOLDEN & GREGORY
EXHIBIT 23(b)
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 15, 1993 included in Rollins, Inc.'s Form
10-K for the year ended December 31, 1992 and to all references
to our firm included in this registration statement.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
February 7, 1994
