Registration No. 333- ___________
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. 1998 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:
B. Joseph Alley, Jr., Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8688
CALCULATION OF REGISTRATION FEE*
--------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share price fee*
--------------------------------------------------------------------------------
Common Stock
$1.00 Par Value 1,800,000 Shares $18.00 $32,400,000 $8,553.60
--------------------------------------------------------------------------------
* Calculated pursuant to Rule 45(c) and (h), based upon the average of
the high and low prices reported for the common stock on the New York
Stock Exchange on October 31, 2000.
<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, 1999 as amended by the Form 10-K/A filed with the Commission on
November 3, 2000;
(b) The registrant's Form 10-Q for the quarter ended March 31, 2000;
(c) The registrant's Form 10-Q for the quarter ended June 30, 2000;
(d) The registrant's Form 8-K dated August 18, 2000 (filed September
14, 2000);
(e) 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; and
(f) 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.
Not applicable.
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
4 Form of Common Stock Certificate of Rollins, Inc.
(Incorporated by reference to Exhibit 4 to the
Registrant's Form 10-K for the year ended December
31, 1999)
5* Opinion of Arnall Golden & Gregory, LLP regarding
legality
23(a)* Consent of Arnall Golden & Gregory, LLP (included
in Exhibit No. 5)
23(b)* Consent of Arthur Andersen LLP
2
<PAGE>
99.1 Rollins, Inc. 1998 Employee Stock Incentive Plan
(Incorporated by reference to Exhibit A to the
Definitive Proxy Statement filed with the Securities
and Exchange Commission on March 25, 1998)
----------
* Filed herewith
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) do 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.
3
<PAGE>
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 November 3, 2000.
ROLLINS, INC.
By: /s/ R. Randall Rollins
------------------
R. Randall Rollins
Chairman of the Board of
Directors
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
--------- ----- ----
/s/ R. Randall Rollins Chairman of the Board and November 3, 2000
---------------------- Chief Executive Officer
R. Randall Rollins (Principal Executive Officer)
/s/ Harry J. Cynkus Chief Financial Officer and November 3, 2000
---------------------- Treasurer
Harry J. Cynkus (Principal Financial and
Accounting Officer)
/s/ Gary W. Rollins Director November 3, 2000
----------------------
Gary W. Rollins
/s/ Henry B. Tippie Director November 3, 2000
----------------------
Henry B. Tippie
/s/ Wilton Looney Director November 3, 2000
----------------------
Wilton Looney
/s/ James B. Williams Director November 3, 2000
----------------------
James B. Williams
/s/ Bill J. Dismuke Director November 3, 2000
----------------------
Bill J. Dismuke
4
