Sunair Services Corporation
Filed
Pursuant to Rule 424(b)(3)
Registration Statement No. 333-130057
PROSPECTUS
Sunair Services Corporation
4,885,953 Shares of Common Stock
This prospectus relates to the resale by the selling shareholders named in this
prospectus of up to 4,885,953 shares of our common stock. 1,000,000 of these shares are issuable
from time to time upon the exercise of outstanding warrants owned by the selling shareholders. We
will not receive any proceeds from the resale of any of the shares of our common stock in this
offering. We will, however, receive proceeds if the selling shareholders pay cash to exercise some
or all of the warrants owned by them.
Our common stock is listed and traded on the American Stock Exchange under the symbol SNR.
The closing sales price of our common stock on February 8, 2006 as reported by the American Stock
Exchange was $5.75.
The selling shareholders, or their pledgees, donees, transferees or distributees, or other
successors-in-interest, may offer the shares from time to time through public or private
transactions, on or off the American Stock Exchange, at prevailing market prices or at privately
negotiated prices. They may make sales directly to purchasers or to or through agents,
broker-dealers or underwriters.
You should carefully consider the Risk Factors beginning on page 2 of this prospectus before
purchasing shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The date
of this prospectus is February 9, 2006.
Prospective investors may rely only on the information contained in this prospectus. We
have not authorized anyone to provide prospective investors with different or additional
information. This prospectus is not an offer to sell nor is it seeking an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted. The information contained
in this prospectus is correct only as of the date of this prospectus, regardless of the time of the
delivery of this prospectus or any sale of these securities.
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
15 |
|
i
SUMMARY DESCRIPTION OF OUR BUSINESS
This summary highlights selected information and does not contain all the information that is
important to you. We urge you to carefully read this entire prospectus and the documents we have
referred you to in Incorporation of Certain Documents by Reference on page 15 for more
information about us and our financial statements. You should pay special attention to the risks
of investing in our common stock discussed under Risk Factors. Except where the context
otherwise requires, the terms we, us, our or Sunair refer to the business of Sunair
Services Corporation and its consolidated subsidiaries.
We operate through three business segments: Lawn and Pest Control Services, High Frequency
Radio and Telephone Communications. Through our subsidiary, Middleton Pest Control, Inc., which we
recently acquired in June, 2005, we provide lawn care and pest control services to both residential
and commercial customers. Middleton provides essential pest control services and protection against
termite damage, rodents and insects to homes and businesses. In addition, Middleton supplies lawn
care services to homes and businesses, which includes fertilization treatments and protection
against disease, weeds and insects for lawns and shrubs.
Through our subsidiary, Sunair Communications, Inc., we are also engaged in the design,
manufacture and sale of high frequency single sideband communications equipment and the software
development, design, integration testing and documentation of Communications, Command, Control,
Computers, Intelligence, Surveillance and Reconnaissance, or C4ISR, systems utilized for
long range voice and data communications in fixed station, mobile and marine for military and
governmental applications. Our products and engineering capabilities are marketed both
domestically and internationally and are primarily intended for strategic military and other
governmental applications. Sales are executed direct through systems engineering companies,
worldwide commercial and foreign governmental agencies or direct to the U.S. Government.
Through our subsidiaries Percipia, Inc. and Telecom FM Limited, we install and maintain
telephony and fixed wireless systems.
* * * *
Effective November 30, 2005, we changed our name from Sunair Electronics, Inc. to Sunair
Services Corporation. Our principal executive offices are located at 3005 SW Third Avenue, Fort
Lauderdale, Florida, 33315. Our telephone number is (954) 525-1505. We are a Florida corporation.
1
RISK FACTORS
In addition to the other information contained and incorporated by reference in this
prospectus, you should carefully consider the following factors before purchasing any of the
securities offered under this prospectus.
General Risk Factors
The nature of the stock ownership of our company consolidates influence over our company in the
hands of a few shareholders.
Our officers and directors beneficially own, directly or indirectly and, in the aggregate, a
significant percentage of the outstanding shares of our common stock and have the ability to
significantly influence the outcome of any matters submitted to a vote of our shareholders.
We do not anticipate paying any dividends on our common stock.
Over the last five years, we have not paid any dividends on our common stock. We anticipate
that for the foreseeable future we will continue to retain any earnings for use in the operation of
our business. Any future determination to pay cash dividends will be at the discretion of our board
of directors and will depend on our earnings, capital requirements, financial condition and other
factors deemed relevant by our board of directors.
An increased number of shares of our common stock in the market may adversely impact the market
price of our common stock.
Sales of large amounts of our common stock in the public market, exercise of warrants held by
our shareholders, completion of future purchases of companies in the lawn and pest control services
sector in which shares of our common stock constitutes a part or all of the purchase price or
completion of other sales of our common stock to raise funds to complete purchases of lawn and pest
control services companies could adversely affect the prevailing market price of our common stock,
even if our business is doing well. These potential sales could also impair our ability to raise
additional capital through the sale of equity securities.
Our stock is thinly traded.
While our stock trades on the American Stock Exchange, our stock is thinly traded and an
investor may have difficulty in reselling his or her shares quickly. The low trading volume of our
common stock is outside of our control, and we cannot guarantee that the trading volume will
increase in the near future or that, even if it does increase in the future, it will be maintained.
Without a large float, our common stock is less liquid than the stock of companies with broader
public ownership and, as a result, the trading prices of our common stock may be more volatile. In
addition, in the absence of an active public trading market, an investor may be unable to liquidate
his or her investment in us. Trading of a relatively small volume of our common stock may have a
greater impact on the trading price for our stock than would be the case if our public float were
larger. We cannot predict the prices at which our common stock will trade in the future.
Risk Factors Related to the Lawn and Pest Control Services Segment
We may not be able to compete in the lawn and pest control services industries in the future.
We operate in a highly competitive business that is sensitive to changing technology. Our
revenues and earnings may be adversely affected by changes in competitive prices. Competition in
the market for lawn services is strong, coming mainly from large national companies including
TruGreen Chemlawn and, to a lesser extent, from local, independently owned firms and from
homeowners who care for their own lawns. Competition in the market for pest control services is
strong, coming mainly from thousands of regional and local, independently owned firms, from
homeowners who treat their own pest control problems and from Orkin, Inc. and Terminix which
operate on a national basis.
2
We believe that the principal competitive factors in the market areas that we serve are
quality of service, pricing, assurance of customer satisfaction and reputation. No assurance can be
given that we will be able to compete successfully against current or future competitors or that
the competitive pressures that we face will not result in reduced revenues and market share.
Our operations are affected by adverse weather conditions.
Our operations are directly affected by the weather conditions in Florida. Middletons
business is affected by the seasonal nature of its termite control services. The termite swarm
season, which generally occurs in early spring but varies by region depending on climate, leads to
the highest demand for termite control services and therefore the highest level of revenues.
Weather conditions affect the demand for lawn care services and may result in a decrease in
revenues or an increase in costs. In addition, because Middletons operations are conducted in
Florida, its business may be adversely affected by interruptions in business and property damage
caused by severe weather conditions such as hurricanes, tropical storms and flooding.
Our inability to attract and retain skilled workers may impair growth potential and profitability.
Our ability to remain productive and profitable will depend substantially on our ability to
attract and retain skilled workers. Our ability to expand our operations is in part impacted by our
ability to increase our labor force. The demand for skilled employees is high, and the supply is
very limited. A significant increase in the wages paid by competing employers could result in a
reduction in our skilled labor force, increases in the wage rates paid by us, or both. If either of
these events occurred, our capacity and profitability could be diminished, and our growth potential
could be impaired.
Our operations may be adversely affected if we are unable to comply with regulatory and
environmental laws.
Our business is significantly affected by environmental laws and other regulations relating to
the lawn and pest control services industries and by changes in such laws and the level of
enforcement of such laws. We are unable to predict the level of enforcement of existing laws and
regulations, how such laws and regulations may be interpreted by enforcement agencies or court
rulings, or whether additional laws and regulations will be adopted. We believe our present
operations substantially comply with applicable federal and state environmental laws and
regulations. We also believe that compliance with such laws has had no material adverse effect on
our operations to date. However, such environmental laws are changed frequently. We are unable to
predict whether environmental laws will, in the future, materially affect our operations and
financial condition. Penalties for noncompliance with these laws may include cancellation of
licenses, fines, and other corrective actions, which would negatively affect our future financial
results.
We expect to acquire other businesses, which may adversely affect our operating results, financial
condition and existing business.
In addition to Middleton, we plan to continue to acquire additional lawn and pest control
services companies. The success of our acquisition program will depend on, among other things:
|
|
the availability of suitable candidates; |
|
|
|
competition from other companies for the purchase of available candidates; |
|
|
|
our ability to value those candidates accurately and negotiate favorable terms for those acquisitions; |
|
|
|
the availability of funds to finance acquisitions; and |
|
|
|
the availability of management resources to oversee the
integration and operation of the acquired businesses. |
Financing for the acquisitions may come from several sources, including our existing cash on
hand as well as the proceeds from the exercise of outstanding warrants, the incurrence of
indebtedness or the issuance of
3
additional common stock, preferred stock or other securities. The
issuance of a material amount of additional securities could, among other things:
|
|
result in substantial dilution of the percentage ownership of our shareholders at the time of issuance; |
|
|
|
result in the substantial dilution of our earnings per share; |
|
|
|
adversely affect the prevailing market price for our common stock; and |
|
|
|
result in increased indebtedness, which could negatively affect our liquidity and operating flexibility. |
Our inability to successfully integrate businesses we acquire could have adverse consequences on
our business.
We intend to experience significant growth through acquisitions. Acquisitions result in
greater administrative burdens and operating costs and, to the extent financed with debt,
additional interest costs. We cannot assure you that we will be able to manage or integrate
acquired companies or businesses successfully. The process of integrating our acquired businesses
may be disruptive to our business and may cause an interruption of, or a loss of momentum in, our
business as a result of the following factors, among others:
|
|
loss of key employees or customers; |
|
|
|
possible inconsistencies in standards, controls, procedures and policies among the
combined companies and the need to implement company-wide financial, accounting,
information and other systems; |
|
|
|
failure to maintain the quality of services that the companies have historically provided; |
|
|
|
the need to coordinate geographically diverse organizations; and |
|
|
|
the diversion of managements attention from our day-to-day business as a result of the
need to deal with any disruptions and difficulties and the need to add management
resources to do so. |
These disruptions and difficulties, if they occur, may cause us to fail to realize the cost
savings, revenue enhancements and other benefits that we currently expect to result from that
integration and may cause material adverse short- and long-term effects on our operating results
and financial condition.
We may not realize the anticipated cost savings and other benefits from our acquisitions.
Even if we are able to integrate the operations of acquired businesses into our operations, we
may not realize the full benefits of the cost savings, revenue enhancements or other benefits that
we anticipate. The potential cost savings associated with an acquisition are based on analyses
completed by our employees. These analyses necessarily involve assumptions as to future events,
including general business and industry conditions, costs to operate our business and competitive
factors, many of which are beyond our control and may not materialize. While we believe these
analyses and their underlying assumptions to be reasonable, they are estimates which are difficult
to predict and necessarily speculative in nature. If we achieve the expected benefits, they may not
be achieved within the anticipated time frame. Also, the cost savings and other synergies from
these acquisitions may be offset by costs incurred in integrating the companies, increases in other
expenses, operating losses or problems in the business unrelated to these acquisitions.
Our Lawn and Pest Control Services segment is dependent upon the services of John J. Hayes and
Gregory Clendenin and our ability to hire additional executive officers to manage that division.
We are dependent upon the services of John J. Hayes, our President and Chief Executive
Officer, and Gregory Clendenin, the Chief Executive Officer of Sunair Southeast Pest Holdings and
Middleton, who are knowledgeable in the lawn and pest control services industry and are important
to our change in business strategy. The loss of the services of Mr. Hayes or Mr. Clendenin would
have a significant adverse effect on us as we would no longer be able to benefit from their
knowledge, experience and guidance. In addition, our inability to attract
4
additional executive
officers to manage the Lawn and Pest Control Services segment could seriously harm the business,
results of operations and financial condition of that division.
We may encounter difficulties with our new management team and new operating focus.
We expect that we will encounter challenges and difficulties similar to those frequently
experienced by companies operating under a new or revised business plan with a new management team.
These challenges and difficulties relate to our ability to:
|
|
attract new customers and retain existing customers; |
|
|
|
generate sufficient cash flow from operations or through
additional debt or equity financings to support our growth
strategy; |
|
|
|
hire, train and retain sufficient additional financial
reporting management, operational and technical employees;
and |
|
|
|
install and implement new financial and other systems,
procedures and controls to support our growth strategy with
minimal delays. |
If the actions taken to integrate our Lawn and Pest Control Services segment into our general
corporate structure encounter greater difficulties than anticipated, we may be required to use
additional resources to complete the integration which could divert managements attention and
strain operational and financial resources. We may not successfully address any or all of these
challenges, and our failure to do so would adversely affect our business plan and results of
operations, our ability to raise additional capital and our ability to achieve enhanced
profitability.
Product liability claims or inadequate product liability insurance coverage may have a material
adverse effect on our business, financial condition and future prospects.
We face an inherent risk of product liability exposure related to our use of pesticides and
chemicals in our lawn and pest control business. An individual may bring a product liability claim
against us if one of the products that we use causes, or appears to have caused, an injury. Product
liability claims may result in:
|
|
substantial monetary awards to plaintiffs; |
|
|
|
costs of related litigation; |
|
|
|
injury to our reputation; and |
|
|
|
decreased demand for our products. |
We currently maintain product liability coverage against risks associated with our services.
Insurance coverage may not be available in the future at an acceptable cost, if at all, or in
sufficient amounts to protect us against such liability. The obligation to pay any product
liability claim in excess of whatever insurance we are able to acquire could have a material
adverse effect on our business, financial condition and future prospects.
Risk Factors Related to the High Frequency Radio Segment.
We are dependent upon key members of our management team.
We are dependent upon the services of James E. Laurent, Synnott B. Durham and Henry A. Budde,
the President, Vice President of Finance, and Vice President of Operations, respectively, of our
high frequency radio segment. The loss of the services of any of these executive officers could
have a material adverse effect on us as we would no longer be able to benefit from their knowledge,
experience and guidance.
5
Our business could be materially impacted by the loss of orders from any one of our larger
customers.
We currently derive, and expect to continue to derive, a significant portion of our revenues
from our larger customers. Historically, these customers have placed orders with us on a
project-by-project basis, which orders have accounted for a significant portion of our revenues
during any fiscal year. We expect to continue to depend upon project orders from these customers,
and a relatively small group of other customers, for a significant percentage of our revenues. The
loss of, or a significant decrease in, project orders from these customers would have a material
adverse effect on our revenues.
We depend on the U.S. Government for a material portion of our sales, and the loss of this
relationship or a shift in government funding could have adverse consequences on our business.
14% of our sales in fiscal 2005 were to the U.S. Government. Any significant disruption or
deterioration of our relationship with the U.S. Government could significantly reduce our revenues.
Our U.S. Government sales must compete with sales efforts managed by other defense contractors for
a limited number of programs and for uncertain levels of funding. Our competitors continuously
engage in efforts to expand their business relationships with the U.S. Government and likely will
continue these efforts in the future. The U.S. Government may choose to use other defense
contractors for its limited number of defense programs. In addition, the funding of defense
programs also competes with nondefense spending of the U.S. Government. Budget decisions made by
the U.S. Government are outside of our control and have long-term consequences for our business. A
shift in government defense spending to other programs in which we are not involved, or a reduction
in U.S. Government defense spending generally, could have adverse consequences on our business.
We depend significantly on U.S. and foreign government contracts, which are only partially funded,
subject to immediate termination, and heavily regulated and audited.
The termination or failure to fund one or more U.S. or foreign government contracts could have
an adverse impact on our business. Over its lifetime, a government program may be implemented by
the award of many different individual contracts and subcontracts. The funding of government
programs in the U.S. is subject to Congressional appropriations. Although multi-year contracts may
be authorized in connection with major procurements, Congress generally appropriates funds on a
fiscal year basis even though a program may continue for several years. Consequently, programs
often receive only partial funding initially, and additional funds are committed only as Congress
makes further appropriations. The funding of government programs in foreign countries is similarly
subject to appropriations by the foreign countrys government. The termination of funding for a
government program would result in a loss of anticipated future revenues attributable to that
program. That could have an adverse impact on our operations. In addition, the termination of a
program or the failure to commit additional funds to a program that already has been started could
result in lost revenue. Under certain conditions, government contracts are subject to oversight
audits by government representatives. In addition, the contracts generally contain provisions
permitting termination, in whole or in part, without prior notice at the governments convenience
upon the payment of compensation only for work done and commitments made at the time of
termination. No assurance can be given that one or more of our government contracts will not be
terminated under these circumstances. Also, no assurance can be given that we would be able to
procure new government contracts to offset the revenues lost as a result of any termination of our
government contracts. Because a significant portion of our revenues are dependent on our
procurement, performance and payment under our government contracts, the loss of one or more large
contracts could have an adverse impact on our financial condition.
Our government business also is subject to specific procurement regulations and a variety of
socioeconomic and other requirements. These requirements, although customary in government
contracts, increase our performance and compliance costs. These costs might increase in the future,
thereby reducing our margins, which could have an adverse effect on our financial condition.
Failure to comply with these regulations and requirements could lead to suspension or debarment,
from government contracting or subcontracting for a period of time. Among the causes for debarment
are violations of various statutes, including those related to procurement integrity, export
control, government security regulations, employment practices, protection of the environment,
accuracy of records and recording of costs. The termination of a government contract or
relationship as a result of any of these acts would have an adverse impact on our operations and
could have an adverse effect on our reputation and ability to procure other government contracts in
the future.
6
Our future success will depend on our ability to develop new products that achieve market
acceptance.
Both our commercial and defense businesses are characterized by rapidly changing technologies
and evolving industry standards. Accordingly, our future performance depends on a number of
factors, including our ability to:
|
|
|
identify emerging technological trends in our target markets; |
|
|
|
|
|
develop and maintain competitive products; |
|
|
|
|
|
enhance our products by adding innovative features that
differentiate our products from those of our competitors; and |
|
|
|
|
|
manufacture and bring cost-effective products to market quickly. |
|
We believe that, in order to remain competitive in the future, we will need to continue to
develop new products, which will require the investment of significant financial resources in new
product development. The need to make these expenditures could divert our attention and resources
from other projects, and our management cannot be sure that these expenditures ultimately will lead
to the timely development of new products. Due to the design complexity of some of our products, we
may experience delays in completing development and introducing new products in the future. Any
delays could result in increased costs of development or redirect resources from other projects. In
addition, we cannot provide assurances that the markets for our products will develop as we
currently anticipate. The failure of our products to gain market acceptance could reduce
significantly our revenues and harm our business. Furthermore, we cannot be sure that our
competitors will not develop competing products that gain market acceptance in advance of our
products or that our competitors will not develop new products that cause our existing products to
become obsolete. If we fail in our new product development efforts or our products fail to achieve
market acceptance more rapidly than those of our competitors, our revenues will decline and our
business, financial condition and results of operations will be adversely affected.
Our international sales are subject to risks related to doing business in foreign countries.
39% of our revenues for fiscal 2005 were from international operations, under U.S. dollar
denominated contracts. Our international business may be subject to a variety of risks, including
equipment seizure, political instability, expropriation, nationalization, modification or
renegotiation of contracts, war and civil disturbances or other risks that may limit or disrupt
markets, competition, potential technology changes, changes in or the lack of anticipated changes
in the regulatory environment in various countries, the risks inherent in new product and service
introductions and the entry into new geographic markets, increased costs associated with
maintaining international marketing efforts, the introduction of non-tariff barriers and higher
duty rates and difficulties in enforcement of contractual obligations and intellectual property
rights. There can be no assurance that such factors will not have a material adverse effect on our
future international sales and, consequently, on our business, financial condition or results of
operations.
We operate in a competitive business.
We operate in a competitive business that is sensitive to changing technology. Although
successful product and systems development is not dependent necessarily on substantial financial
resources, most of our competitors are larger and can maintain higher levels of expenditures for
research and development than we can. Our competitors include large multinational communications
companies, as well as smaller companies with developing technology expertise. Our competitors for
U.S. Government contracts typically are large, technically competent firms with substantial assets.
Principal competitive factors in these businesses are cost-effectiveness, product quality and
reliability, technological capabilities, service and the ability to meet delivery schedules. No
assurance can be given that we will be able to compete successfully against our current or future
competitors or that the competitive pressures that we face will not result in reduced revenues and
market share.
7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995, the Reform Act, provides a safe harbor
for forward-looking statements made by or on our behalf. We and our representatives may, from time
to time, make written or verbal forward-looking statements, including statements contained in our
filings with the Securities and Exchange Commission, including this prospectus, and in our reports
to shareholders. Generally, the inclusion of the words believe, expect, intend, estimate,
anticipate, will, and similar expressions identify statements that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and that are intended to come within the safe harbor protection provided by those
sections. All statements addressing operating performance, events, or developments that we expect
or anticipate will occur in the future, including statements relating to sales growth, earnings or
earnings per share growth, and market share, as well as statements expressing optimism or pessimism
about future operating results, are forward-looking statements within the meaning of the Reform
Act.
The forward-looking statements are and will be based upon our managements then-current views
and assumptions regarding future events and operating performance, and are applicable only as of
the dates of such statements. Except as required by law, we undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events, or
otherwise. By their nature, all forward-looking statements involve risks and uncertainties.
Actual results, including our revenues from our segments, expenses, gross margins, cash flows,
financial condition, and net income, as well as factors such as our competitive position, the
demand for our products and services and our customer base, may differ materially from those
contemplated by the forward-looking statements or those currently being experienced by us for a
number of reasons, including but not limited to the risk factors set forth above under Risk
Factors.
The risk factors described beginning on page 2 are not exhaustive. We cannot assure you that
we have correctly identified and appropriately assessed all factors affecting our business or that
the publicly available and other information with respect to these matters is complete and correct.
Additional risks and uncertainties not presently known to us or that we currently believe to be
immaterial also may adversely impact us. Should any risks and uncertainties develop into actual
events, these developments could have material adverse effects on our business, financial
condition, and results of operations. For these reasons, we caution you not to place undue
reliance on our forward-looking statements.
USE OF PROCEEDS
We will not receive any proceeds from the resale of any of the shares of our common stock in
this offering. We will, however, receive proceeds if the selling shareholders pay cash to exercise
some or all of the warrants owned by them. These proceeds will be used for working capital and
other general corporate purposes. Expenses expected to be incurred by us in connection with this
offering are estimated to be approximately $22,647.
SELLING SHAREHOLDERS
We are registering for resale shares of our common stock held by the shareholders identified
below. On June 7, 2005, we issued the resale shares to Gregory Clendenin, Charles Steinmetz and
the Charles P. Steinmetz Irrevocable Trusts as part of the purchase price in our acquisition of all
of the outstanding shares of Middleton Pest Control, Inc. The remaining shareholders acquired the
resale shares from us in separate private placement transactions completed on January 27, 2006.
Roth Capital Partners, LLC assisted us in connection with selling the resale shares in such private
placement transactions.
We have filed with the Securities and Exchange Commission a registration statement, of which
this prospectus forms a part, with respect to the resale of the shares of our common stock from
time to time, under Rule 415 under the Securities Act, on the American Stock Exchange, in privately
negotiated transactions, in underwritten offerings or by a combination of these methods for sale.
8
With respect to the shares issued in the acquisition of Middleton Pest Control, Inc., we have
agreed to keep this registration statement effective until the later of (i) the fourth anniversary
of the date on which this registration statement was declared effective or (ii) the date on which
all of the shares of common stock are eligible for resale under Rule 144 under the Securities Act
without restrictions as to volume.
With respect to the shares issued in the separate private placement transactions, we have
agreed pursuant to separate purchase agreements to keep this registration statement effective until
the later of (i) the second anniversary of the date on which this registration statement was
declared effective or (ii) the date on which all of the shares of common stock are eligible for
resale under Rule 144 under the Securities Act without restrictions as to volume. In addition, in
the event we fail to cause this registration statement to be timely filed, timely declared
effective, or to be kept effective (other than pursuant to permissible suspension periods) under
the terms of the separate purchase agreements with the investors in such private placement
transactions, we have agreed to pay as liquidated damages the amount of 0.0667% per day of the
aggregate amount invested by each investor in such private placement transactions.
Below is information provided to us by the selling shareholders with respect to the number of shares of our common stock owned by each of
the selling shareholders. Except as described in the table below, none of the selling shareholders
has, or had, any position, office or other material relationship with us or any of our affiliates
beyond their investment in, or receipt of, our securities. Beneficial ownership has been
determined in accordance with the rules of the Securities and Exchange Commission, and includes
voting or investment power with respect to the shares. Unless otherwise indicated in the table
below, to our knowledge, all persons named in the table below have sole voting and investment power
with respect to their shares of common stock, except to the extent authority is shared by spouses
under applicable law. Our registration of these shares does not necessarily mean that the selling
shareholders will sell any or all of the shares covered by this prospectus.
The number of shares of common stock that may be actually purchased by the selling
shareholders under the warrants and the number of shares of common stock that may be actually sold
by each selling shareholder will be determined by such selling shareholder. Because each selling
shareholder may sell all, some or none of the shares of common stock which can be purchased under
the warrants and each selling shareholder may sell all, some or none of the shares of common stock
which each holds, and because the offering contemplated by this prospectus is not currently being
underwritten, no estimate can be given as to the number of shares of common stock that will be held
by the selling shareholders upon termination of the offering. The information set forth in the
following table regarding the beneficial ownership after resale of shares is based on the premise
that each selling shareholder will purchase the maximum number of shares of common stock provided
for by the warrants owned by the selling shareholder and each selling shareholder will sell all of
the shares of common stock owned by that selling shareholder and covered by this prospectus.
The shares of our common stock offered by this prospectus may be offered from time to time by
the persons or entities named below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Number of |
|
Number of |
|
|
|
|
Owned Prior to |
|
Shares |
|
Shares After |
|
|
Name of Selling Shareholder |
|
Offering(1) |
|
Offered(2) |
|
Offering(3) |
|
Percent |
Charles P. Steinmetz |
|
|
412,774 |
(4) |
|
|
411,524 |
|
|
|
1,250 |
|
|
|
* |
|
The Charles P. Steinmetz
Irrevocable Trust for the Benefit
of Matthew A. Steinmetz |
|
|
205,761 |
(5) |
|
|
205,761 |
|
|
|
|
|
|
|
|
|
The Charles P. Steinmetz
Irrevocable Trust for the Benefit
of Louis Steinmetz |
|
|
205,761 |
(5) |
|
|
205,761 |
|
|
|
|
|
|
|
|
|
Gregory A. Clendenin |
|
|
205,761 |
(6) |
|
|
205,761 |
|
|
|
|
|
|
|
|
|
Apollo Capital Management Group L.P. |
|
|
189,000 |
(7) |
|
|
189,000 |
|
|
|
|
|
|
|
|
|
Apollo MicroCap Partners L.P. |
|
|
148,500 |
(8) |
|
|
148,500 |
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Number of |
|
Number of |
|
|
|
|
Owned Prior to |
|
Shares |
|
Shares After |
|
|
Name of Selling Shareholder |
|
Offering(1) |
|
Offered(2) |
|
Offering(3) |
|
Percent |
Bushido Capital Master Fund, L.P. |
|
|
77,143 |
(9) |
|
|
77,143 |
|
|
|
|
|
|
|
|
|
CD Investment Partners, Ltd. |
|
|
102,857 |
(10) |
|
|
102,857 |
|
|
|
|
|
|
|
|
|
Cooper Family Trust Dtd. 8/1/04 |
|
|
6,076 |
(11) |
|
|
6,076 |
|
|
|
|
|
|
|
|
|
John M. Dalfonsi |
|
|
2,571 |
(12) |
|
|
2,571 |
|
|
|
|
|
|
|
|
|
Diamond Opportunity Fund, LLC |
|
|
90,000 |
(13) |
|
|
90,000 |
|
|
|
|
|
|
|
|
|
EGI-NP Investments, LLC |
|
|
19,286 |
(14) |
|
|
19,286 |
|
|
|
|
|
|
|
|
|
Enable Growth Partners, L.P. |
|
|
205,713 |
(15) |
|
|
205,713 |
|
|
|
|
|
|
|
|
|
Enable Opportunity Partners, L.P. |
|
|
51,429 |
(16) |
|
|
51,429 |
|
|
|
|
|
|
|
|
|
Gamma Opportunity Capital Partners,
L.P. Class A |
|
|
38,571 |
(17) |
|
|
38,571 |
|
|
|
|
|
|
|
|
|
Gamma Opportunity Capital Partners,
L.P. Class C |
|
|
38,572 |
(18) |
|
|
38,572 |
|
|
|
|
|
|
|
|
|
Gruber & McBaine International |
|
|
43,714 |
(19) |
|
|
43,714 |
|
|
|
|
|
|
|
|
|
Jon D and Linda W Gruber Trust |
|
|
36,450 |
(20) |
|
|
36,450 |
|
|
|
|
|
|
|
|
|
Iroquois Master Fund, Ltd. |
|
|
70,875 |
(21) |
|
|
70,875 |
|
|
|
|
|
|
|
|
|
The Jay Pritzker Foundation |
|
|
6,428 |
(22) |
|
|
6,428 |
|
|
|
|
|
|
|
|
|
Karen Jennings |
|
|
7,714 |
(23) |
|
|
7,714 |
|
|
|
|
|
|
|
|
|
Lagunitas Partners L.P. |
|
|
162,000 |
(24) |
|
|
162,000 |
|
|
|
|
|
|
|
|
|
Magnetar Capital Master Fund, Ltd. |
|
|
771,429 |
(25) |
|
|
771,429 |
|
|
|
|
|
|
|
|
|
J. Patterson McBaine |
|
|
14,978 |
(26) |
|
|
14,978 |
|
|
|
|
|
|
|
|
|
Nite Capital L.P. |
|
|
27,000 |
(27) |
|
|
27,000 |
|
|
|
|
|
|
|
|
|
Pacific Asset Partners |
|
|
74,250 |
(28) |
|
|
74,250 |
|
|
|
|
|
|
|
|
|
Potrero Capital Research L.P. |
|
|
128,571 |
(29) |
|
|
128,571 |
|
|
|
|
|
|
|
|
|
Gordon Roth |
|
|
1,162 |
(30) |
|
|
1,162 |
|
|
|
|
|
|
|
|
|
Trustman c/o STI Classic Small Cap
Growth Fund |
|
|
1,350,000 |
(31) |
|
|
1,350,000 |
|
|
|
|
|
|
|
|
|
Whitebox Intermarket Partners, L.P. |
|
|
192,857 |
(32) |
|
|
192,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,887,203 |
|
|
|
4,885,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Less than 1%. |
|
|
|
(1) |
|
In determining the number of shares owned by each person, shares that may be acquired by
such person pursuant to options exercisable within 60 days after the date of this prospectus
are deemed outstanding for purposes of determining the total number of outstanding shares for
such person. In addition, the number of shares owned includes shares that may be acquired by
such person pursuant to warrants that do not become exercisable until June 14, 2006 or July
26, 2006, as applicable. The warrants were issued to the selling |
|
10
|
|
|
|
|
|
shareholders in the
separate private placement transactions described above. To our knowledge, except as
otherwise indicated, beneficial ownership includes sole voting and dispositive power with
respect to all shares. |
|
|
|
(2) |
|
The actual number of shares of our common stock offered hereby and included in the
registration statement of which this prospectus forms a part includes, pursuant to Rule 416
under the Securities Act, such additional number of shares of our common stock as may be issuable as a result of stock splits, stock
dividends, recapitalizations or similar transactions. |
|
|
|
(3) |
|
Assumes all of the shares of common stock registered hereby are sold. |
|
|
|
(4) |
|
Includes 1,250 shares issuable upon exercise of options that are exercisable within 60 days.
Mr. Steinmetz is a member of our board of directors. |
|
|
|
(5) |
|
The trustee, Bank of America, N.A., exercises the voting and dispositive power over the
shares. |
|
|
|
(6) |
|
Mr. Clendenin is the President and CEO of Sunair Southeast Pest Holdings, a wholly-owned
subsidiary of ours, and its subsidiary, Middleton Pest Control, Inc. The shares are held by
The Gregory A. Clendenin Trust, of which Mr. Clendenin is the trustee. |
|
|
|
|
|
(7) |
|
Includes 49,000 shares issuable upon exercise of warrants. Kyle Krueger, President of the
general partner of Apollo Capital Management Group L.P., exercises voting and dispositive
power over such shares. |
|
|
|
(8) |
|
Includes 38,500 shares issuable upon exercise of warrants. Kyle Krueger, President of the
general partner of Apollo MicroCap Partners L.P., exercises voting and dispositive power over
such shares. |
|
|
|
(9) |
|
Includes 20,000 shares issuable upon exercise of warrants. Bushido Capital Partners, Ltd., a
Cayman Island company (Bushido Capital Partners), is the general partner of Bushido Capital
Master Fund, L.P., a Cayman Island registered limited partnership, with the power to vote and
dispose of the shares being registered on behalf of the selling shareholder. As such, Bushido
Capital Partners may be deemed to be the beneficial owner of such shares. Christopher
Rossman, the Managing Director of Bushido Capital Partners, exercises voting and dispositive
power over such shares. Bushido Capital Partners and Christopher Rossman each disclaim
beneficial ownership of the shares. |
|
|
|
(10) |
|
Includes 26,666 shares issuable upon exercise of warrants.
CD Capital Management LLC (CD Capital), as investment manager for CD Investment Partners, Ltd.
(CDIP), ZP-II LP (ZP II), as the manager and sole member of CD Capital, C3 Management Inc.
(C3), as the general partner of ZP II, and John D. Ziegelman, as the Chairman of the Board,
President and Treasurer and the beneficial owner of 100% of the outstanding shares of common stock
of C3, each may be deemed to have beneficial ownership of the shares owned by CDIP which are being
registered hereunder.
|
|
|
|
(11) |
|
Includes 1,576 shares issuable upon exercise of warrants. Chad Cooper, the trustee of the
Cooper Family Trust Dtd. 8/1/04, exercises voting and dispositive power over the shares. Chad
Cooper is an employee of Roth Capital Partners, LLC, a registered broker-dealer, that acted as
placement agent for the private placement. The shares were purchased for the sole benefit of
the selling shareholder, and with no pre-existing, current or future intent to distribute the
shares through Roth Capital Partners, LLC. The selling shareholder acquired the shares in the
ordinary course of business and, at the time of acquisition, had no agreements, understandings
or arrangements with any other persons, directly or indirectly, to dispose of the securities. |
|
|
|
(12) |
|
Includes 667 shares issuable upon exercise of warrants. John Dalfonsi is an employee of Roth
Capital Partners, LLC. The shares were purchased for the sole benefit of the selling
shareholder, and with no pre-existing, current or future intent to distribute the shares
through Roth Capital Partners, LLC. The selling shareholder acquired the shares in the
ordinary course of business and, at the time of acquisition, had no agreements, understandings
or arrangements with any other persons, directly or indirectly, to dispose of the securities. |
|
|
|
(13) |
|
Includes 23,333 shares issuable upon exercise of warrants. Each of David Hokin, Rob Rubin
and Richard Marks, in their respective capacities as Manager or Managing Director of Diamond
Opportunity Fund, LLC, have shared voting and dispositive power over the shares owned by
Diamond Opportunity Fund, LLC. Each of Messrs. Hokin, Rubin and Marks disclaim beneficial
ownership of the shares. |
|
|
|
(14) |
|
Includes 5,000 shares issuable upon exercise of warrants.
CD Capital, pursuant to an account management agreement with EGI-NP Investments, L.L.C. (EGI), ZP
II, C3, John D. Ziegelman, SZ Investments, L.L.C. (SZ), as the managing member of EGI, and Chai
Trust Company, L.L.C., as the trustee of each of the various trusts which indirectly own SZ, each
may also be deemed to have beneficial ownership of the shares owned by EGI which are being
registered hereunder.
|
|
|
|
(15) |
|
Includes 53,333 shares issuable upon exercise of warrants. Enable Growth Partners, L.P.
(Enable Growth Partners) is affiliated with Enable Capital LLC, a registered broker-dealer.
Mitch Levine is the Managing Member of Enable Capital LLC and is also a principal in Enable
Growth Partners general partner. Mitch Levine exercises voting and dispositive power over
such shares. Enable Growth Partners purchased the shares for the sole benefit of the funds
limited partners, and with no pre-existing, current or future intent to distribute the shares
through Enable Capital LLC. Enable Growth Partners acquired the shares in the ordinary course
of business and, at the time of acquisition, had no agreements, understandings or arrangements
with any other persons, directly or indirectly, to dispose of the securities. Lastly, Enable
Capital LLC is foreclosed from the same anyway, insofar as it maintains no customer or client
accounts. |
|
11
|
|
|
|
(16) |
|
Includes 13,333 shares issuable upon exercise of warrants. Enable Opportunity Partners, L.P.
(Enable Opportunity Partners) is affiliated with Enable Capital LLC, a registered
broker-dealer. Mitch Levine is the Managing Member of Enable Capital LLC and is also a
principal in Enable Opportunity Partners general partner. Mitch Levine exercises voting and
dispositive power over such shares. Enable Opportunity Partners
purchased the shares for the sole benefit of the funds limited partners, and with no
pre-existing, current or future intent to distribute the shares through Enable Capital LLC.
Enable Opportunity Partners acquired the securities in the ordinary course of business and, at
the time of acquisition, had no agreements, understandings or arrangements with any other
persons, directly or indirectly, to dispose of the securities. Lastly, Enable Capital LLC is
foreclosed from the same, insofar as it maintains no customer or client accounts. |
|
|
|
(17) |
|
Includes 10,000 shares issuable upon exercise of warrants. Jonathan Knight, the President of
the general partner of Gamma Opportunity Capital Partners, L.P., exercises voting and
dispositive power over the shares. |
|
|
|
(18) |
|
Includes 10,000 shares issuable upon exercise of warrants. Jonathan Knight, the President of
the general partner of Gamma Opportunity Capital Partners, L.P., exercises voting and
dispositive power over the shares. |
|
|
|
(19) |
|
Includes 11,333 shares issuable upon exercise of warrants.
Gruber & McBaine Capital Management is the investment advisor of
Gruber & McBaine International. As managers of Gruber & McBaine Capital Management, Jon D. Gruber and J. Patterson McBaine exercise voting and dispositive power over such shares. |
|
|
|
(20) |
|
Includes 9,450 shares issuable upon exercise of warrants. Jon Gruber, the trustee, exercises voting
and dispositive power over the shares. |
|
|
|
(21) |
|
Includes 18,375 shares issuable upon exercise of warrants. Joshua Silverman exercises
voting and dispositive power over such shares. Mr. Silverman disclaims beneficial ownership of such shares. |
|
|
|
(22) |
|
Includes 1,667 shares issuable upon exercise of warrants.
CD Capital, pursuant to an account management agreement with The Jay Pritzker Foundation (JPF),
ZP II, C3, John D. Ziegelman, Daniel F. Pritzker, as the President and a director of JPF, Karen M.
Pritzker, as the Secretary and a director of JPF, and Diana E. Conway, as the Treasurer and a
director of JPF, each may also be deemed to have beneficial ownership of the shares owned by JPF
which are being registered hereunder.
|
|
|
|
(23) |
|
Includes 2,000 shares issuable upon exercise of warrants. Karen and Christopher Jennings
exercise voting and dispositive power over the shares. Christopher Jennings is an employee of
Roth Capital Partners, LLC. The shares were purchased for the sole benefit of the selling
shareholder, and with no pre-existing, current or future intent to distribute the shares
through Roth Capital Partners, LLC. The selling shareholder acquired the shares in the
ordinary course of business and, at the time of acquisition, had no agreements, understandings
or arrangements with any other persons, directly or indirectly, to dispose of the securities. |
|
|
|
(24) |
|
Includes 42,000 shares issuable upon exercise of warrants.
Gruber & McBaine Capital Management is the general partner of
Lagunitas Partners L.P. As managers of Gruber & McBaine Capital Management, Jon D. Gruber and J. Patterson McBaine exercise voting and dispositive power over such shares. |
|
|
|
(25) |
|
Includes 200,000 shares issuable upon exercise of warrants. Magnetar Financial LLC is the
investment advisor of Magnetar Capital Master Fund, Ltd. (Magnetar Master Fund) and
consequently has voting control and investment discretion over securities held by Magnetar
Master Fund. Magnetar Financial LLC disclaims beneficial ownership of the shares held by
Magnetar Master Fund. Alec Litowitz has voting control over Magnetar Capital Partners LLC,
the sole managing member of Magnetar Financial LLC. As a result, Mr. Litowitz may be
considered the beneficial owner of any shares deemed to be beneficially owned by Magnetar
Financial LLC. Mr. Litowitz disclaims beneficial ownership of these shares. |
|
|
|
(26) |
|
Includes 3,883 shares issuable upon exercise of warrants. |
|
|
|
(27) |
|
Includes 7,000 shares issuable upon exercise of warrants. Keith A. Goodman, as the Managing Partner, exercises voting and dispositive power over such shares. |
|
|
|
(28) |
|
Includes 19,250 shares issuable upon exercise of warrants. Robert M. Stafford exercises
voting and dispositive power over such shares. |
|
|
|
(29) |
|
Includes 33,333 shares issuable upon exercise of warrants. Jack R. Ripstean, as the Managing
Partner, exercises voting and dispositive power over such shares. |
|
|
|
(30) |
|
Includes 301 shares issuable upon exercise of warrants. Gordon Roth is an affiliate of Roth
Capital Partners, LLC. The shares were purchased for the sole benefit of the selling
shareholder, and with no pre-existing, current or future intent to distribute the shares
through Roth Capital Partners, LLC. The selling shareholder acquired the shares in the
ordinary course of business and, at the time of acquisition, had no agreements, understandings
or arrangements with any other persons, directly or indirectly, to dispose of the securities. |
|
|
|
(31) |
|
Includes 350,000 shares issuable upon exercise of warrants. Mark Garfinkel exercises voting
and dispositive power over such shares. |
|
|
|
(32) |
|
Includes 50,000 shares issuable upon exercise of warrants. Andrew J. Redleaf, as Managing
Member of Whitebox Intermarket Advisors, LLC, the general partner and investment manager of
the selling shareholder, exercises voting and dispositive power over such shares. |
|
12
PLAN OF DISTRIBUTION
General
We are registering the shares of common stock on behalf of the selling shareholders. As used
in this prospectus, the term selling shareholders includes the pledgees, donees, transferees,
distributees, or other successors-in-interest of a named selling shareholder after the date of this
prospectus. Unless the context indicates otherwise, we refer to the shares of our common stock
herein as our common stock.
Transactions. The selling shareholders or their transferees may offer and sell their shares
of our common stock in one or more of the following transactions:
|
|
|
on one or more exchanges; |
|
|
|
|
in the over-the-counter market; |
|
|
|
|
in privately negotiated transactions; |
|
|
|
|
in underwritten offerings; |
|
|
|
|
through put or call options transactions relating to such shares; |
|
|
|
|
for settlement of short sales, or through long sales, options or transactions
involving cross or block trades; |
|
|
|
|
|
by pledge to secure debts and other obligations; |
|
|
|
|
|
|
in a combination of any of these transactions; or |
|
|
|
|
|
|
any other method permitted by applicable law. |
|
Prices. The selling shareholders or their transferees may sell their shares of our common
stock at any of the following prices:
|
|
|
fixed prices which may be changed; |
|
|
|
|
market prices prevailing at the time of sale; |
|
|
|
|
prices related to prevailing market prices; or |
|
|
|
|
privately negotiated prices. |
Direct Sales; Agents, Broker-Dealers and Underwriters. The selling shareholders or their
transferees may effect transactions by selling their shares of common stock in any of the following
ways:
|
|
|
directly to purchasers; or |
|
|
|
|
to or through agents, broker-dealers or underwriters designated from time to time. |
Agents, broker-dealers or underwriters may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders and/or the purchasers of shares for whom
they act as agent or to whom
13
they sell as principals, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions).
Any broker-dealers or agents that are involved in selling the shares are underwriters within
the meaning of the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the shares purchased by
them are deemed to be underwriting commissions or discounts under the Securities Act. Discounts,
concessions, commissions and similar selling expenses, if any, that can be attributed to the sale
of shares will be paid by the selling shareholders and/or the purchasers. None of the selling
shareholders are registered broker-dealers. However, as indicated above, certain selling
shareholders are affiliates of a broker-dealer. Each selling shareholder has represented and
warranted to us that it acquired the securities subject to this registration statement in the
ordinary course of such selling shareholders business and, at the time of its purchase of such
securities such selling shareholder had no agreements or understandings, directly or indirectly,
with any person to distribute any such securities. The selling shareholders may be deemed to be
underwriters within the meaning of the Securities Act in connection with the sale of their
shares. Any person deemed to be an underwriter will be subject to the prospectus delivery
requirements of the Securities Act.
All costs, expenses and fees in connection with the registration of the shares will be borne
by us. Brokerage commissions and similar selling expenses, if any, attributable to the sale of the
shares will be borne by the selling shareholders.
We have advised the selling shareholders that they will be subject to applicable provisions of
the Exchange Act, and the associated rules and regulations under the Exchange Act, including, to
the extent applicable, the anti-manipulative provisions of Regulation M, which provisions, to the
extent applicable, may limit the timing of purchases and sales of shares of our common stock by
them.
We have also advised the selling shareholders that they may not use shares registered on this
registration statement to cover short sales of common stock made before the date on which the
Securities and Exchange Commission has declared the registration statement effective.
In addition, any shares that qualify for sale pursuant to Rule 144 under the Securities Act,
may be sold under Rule 144 rather than pursuant to this prospectus.
Supplements. To the extent required, we will set forth in a supplement to this prospectus
filed with the Securities and Exchange Commission the number of shares to be sold, the purchase
price and public offering price, any new selling shareholders, the name or names of any agent,
dealer or underwriter, and any applicable commissions or discounts with respect to a particular
offering.
State Securities Law. Under the securities laws of some states, the selling shareholders may
only sell the shares in those states through registered or licensed brokers or dealers. In
addition, in some states the selling shareholders may not sell the shares unless they have been
registered or qualified for sale in that state or an exemption from registration or qualification
is available and is satisfied.
LEGAL MATTERS
The validity of the shares of our common stock offered by this prospectus will be passed upon
for us by Akerman Senterfitt, Fort Lauderdale, Florida. Attorneys for Akerman Senterfitt who have
provided substantive advice with respect to this matter have the right to acquire, subject to
certain conditions, shares of our common stock.
EXPERTS
The audited consolidated balance sheets of Sunair Services Corporation and subsidiaries as of
September 30, 2005 and 2004, and the related consolidated statements of income, stockholders
equity and cash flows for the
14
years then ended that are incorporated by reference in this prospectus and in the registration
statement have been audited by Berenfeld Spritzer Shechter & Sheer, independent certified public
accountants as indicated in their report thereto, and are incorporated by reference herein and
therein in reliance upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any document we file at the Securities
and Exchange Commissions public reference room located at 100 F Street, N.E., Washington, D.C.
20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the operation of the public reference room. Our Securities and Exchange Commission
filings are also available to the public from the Securities and Exchange Commissions web site at:
http://www.sec.gov. You can also inspect reports and other information we file at the offices of
the American Stock Exchange, 86 Trinity Place, New York, New York, 10006.
This prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits. You can obtain a copy of the
registration statement from the Securities and Exchange Commission at the address listed above or
from the Securities and Exchange Commissions web site listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference some of the
documents we file with it into this prospectus, which means:
|
|
|
we can disclose important information to you by referring you to those documents; |
|
|
|
|
the information incorporated by reference is considered to be part of this prospectus; and |
|
|
|
|
|
later information that we file with the Securities and Exchange Commission will
automatically update and supersede this information. |
|
We incorporate by reference the documents listed below:
|
|
(1) |
|
our Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005; |
|
|
|
|
|
|
(2) |
|
our Current Reports on Form 8-K, including amendments thereto, filed with the
Securities and Exchange Commission, other than any information furnished pursuant to
Item 2.02 or Item 7.01, on November 30, 2005; December 21, 2005 and January 12, 2006;
and |
|
|
|
|
(3) |
|
the description of our common stock contained in the Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on December 9, 1992, and any
amendment or report filed for the purpose of updating such description. |
|
All documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than
information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, after the date of this
prospectus and prior to the termination of this offering shall be deemed to be incorporated by
reference in this prospectus and to be part of this prospectus from the date they are filed. In
addition, all documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, after the date of
the initial registration statement and prior to the effectiveness of the registration statement of
which this prospectus forms a part shall be deemed to be incorporated by reference in this
prospectus and to be part of this prospectus from the date they are filed.
15
You should assume that the information appearing in this prospectus is accurate as of the date
of this prospectus only. Our business, financial position and results of operations may have
changed since that date.
We will provide without charge to each person, including any beneficial owner, to whom a
prospectus is delivered, upon written or oral request of that person, a copy of any and all of the
information that has been incorporated by reference in this prospectus (excluding exhibits unless
specifically incorporated by reference into those documents). Please direct requests to us at the
following address:
Sunair Services Corporation
3005 SW Third Avenue
Fort Lauderdale, Florida 33315
Attn: Synnott B. Durham, Chief Financial Officer
(954) 525-1505
16
Sunair Services Corporation
4,885,953 Shares of Common Stock
___________________
PROSPECTUS
___________________
February 9, 2006
We have not authorized any dealer, salesperson or other person to give you written information
other than this prospectus or to make representations as to matters not stated in this prospectus.
You must not rely on unauthorized information. This prospectus is not an offer to sell these
securities or our solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any of the sales made
hereunder after the date of this prospectus shall create an implication that the information
contained herein or our affairs have not changed since the date hereof.