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 24, 2005
SUNAIR ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
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Florida
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1-04334
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59-0780772 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
3005 Southwest Third Avenue
Fort Lauderdale, Florida 33315
(Address of Principal Executive Office) (Zip Code)
(954) 525-1505
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
We hereby furnish the information contained in Exhibit 99.1 attached hereto and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in Exhibit 99.1
attached hereto is being furnished and is not deemed to be filed for purposes of Section 18 of
the Exchange Act and is not otherwise subject to the liabilities of that section.
Section 8 Other Events
Item 8.01 Other Events.
We hereby file the information contained in Exhibit 99.2 attached hereto and incorporated
herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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Exhibit
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Description |
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99.1
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Item 7.01 Information |
99.2
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Item 8.01 Information |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATMENTS
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 this Form 8-K and the exhibits hereto. 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, and Section 21E of the Securities Exchange Act of 1934, as
amended, 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 our 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. 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
ability to complete the acquisition of companies for our Lawn and Pest Control Services Division
and obtain the anticipated benefits from such acquisitions and obtain the estimated revenues and
EBITDA from our Lawn and Pest Control Services Division, 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 in Exhibit 99.2 to this
Form 8-K and other factors included in our filings with the Securities and Exchange Commission,
including the Registration Statement on Form S-3 filed on April 21, 2005.
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