SUNAIR SERVICES CORPORATION
As filed with the Securities and Exchange Commission on December 1, 2005
Registration Statement No. 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNAIR SERVICES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
|
|
Florida
|
|
59-0780772 |
(State or Other Jurisdiction of
|
|
(I.R.S. Employer |
Incorporation or Organization)
|
|
Identification Number) |
|
|
|
Sunair Services Corporation
|
|
John J. Hayes |
3005 SW Third Avenue
|
|
3005 SW Third Avenue |
Fort Lauderdale, Florida 33315
|
|
Fort Lauderdale, Florida 33315 |
(954) 525-1505
|
|
(954) 525-1505 |
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive
Offices)
|
|
(Name, Address, Including Zip Code, and Telephone Number,
Include Area Code, of Agent for Service) |
Copies of Communications to:
Laurie L. Green, Esq.
Akerman Senterfitt
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 463-2700
(Facsimile) (954) 463-2224
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities
Act), other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following
box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed |
|
|
Proposed |
|
|
|
|
|
|
|
|
Amount |
|
|
Maximum |
|
|
Maximum |
|
|
Amount of |
|
|
Title of Each Class |
|
|
to be |
|
|
Offering Price |
|
|
Aggregate |
|
|
Registration |
|
|
of Securities to be Registered |
|
|
Registered(1) |
|
|
Per Unit(2) |
|
|
Offering Price(2) |
|
|
Fee |
|
|
Common Stock, par value $0.10 per share |
|
|
|
1,028,807 |
|
|
|
|
$6.08 |
|
|
|
|
$6,255,147 |
|
|
|
|
$669 |
|
|
|
|
|
|
|
(1) |
|
Also includes an indeterminable number of additional shares of Common Stock which may be
issued as a result of stock splits, stock dividends or similar transactions, in each case in
accordance with Rule 416 of the Securities Act. |
|
(2) |
|
Estimated solely for the purpose of computing the amount of the registration fee pursuant to
Rule 457(c) of the Securities Act. Calculated based on the average high and low sales price
of the Common Stock on the American Stock Exchange on November 30, 2005. |
The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
The information in this prospectus is not complete and may be changed. The selling
shareholders named herein may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 1, 2005
PROSPECTUS
Sunair Services Corporation
1,028,807 Shares of Common Stock
This prospectus relates to the resale by the selling shareholders named in this
prospectus of up to 1,028,807 shares of our common stock. We will not receive any proceeds from
the resale of any of the shares of our common stock in this offering.
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 November 30, 2005 as reported by the American Stock
Exchange was $6.05.
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 __________, 2005.
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
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 13 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.
Our Business
We operate through two divisions: Lawn and Pest Control Services and High Frequency Single
Sideband Communications. Through our wholly owned 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 wholly owned 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.
* * * *
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 the warrants sold
to Coconut Palm Capital Investors II, Ltd. (Coconut Palm), 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. If Coconut Palm exercises all of the warrants sold to it, we will have issued
15,000,000 shares of our common stock to Coconut Palm. In addition, we have issued 1,028,807
shares of our common stock to the shareholders of Middleton Pest Control, Inc. (Middleton) in
connection with the purchase of Middleton, which shares are being registered for resale by the
selling shareholders named in this prospectus. All of the shares of our common stock issued to
Coconut Palm are either freely tradeable without restriction or eligible for resale subject to the
requirements of Rule 144 under the Securities Act of 1933, as amended. Once the registration
statement of which this prospectus forms a part is declared effective by the Securities and
Exchange Commission, all of the shares issued to the selling shareholders named in this prospectus
will be either freely tradeable without restriction or eligible for resale subject to the
requirements of Rule 144 under the Securities Act of 1933, as amended.
Our stock is thinly traded.
While our stock trades on the American Stock Exchange, our stock is thinly traded and you may
have difficulty in reselling your 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.
2
Risk Factors Related to the Lawn and Pest Control Services Business
We may not be able to compete in the competitive and technical pest control industry 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 care 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.
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 pest control industry 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;
|
3
|
|
|
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 the warrants purchased by Coconut Palm, the
incurrence of indebtedness or the issuance of 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
4
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 Division 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 additional executive
officers to manage the Lawn and Pest Control Services Division 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 Division 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.
5
Risk Factors Related to the High Frequency Single Sideband Communications Business
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 single sideband communications business. 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.
Our business could be severely impacted by our inability to obtain new customers for our products.
One customer accounted for approximately 52% of our total sales for the fiscal year ended
September 30, 2003 and two customers accounted for approximately 51% of our total sales for the
fiscal year ended September 30, 2004. Due to the nature of our products, customers make one-time
purchases of our products. Accordingly, we do not expect that these same customers will continue
to make such purchases in the future and our inability to obtain new 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 2004 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
6
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.
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 2004 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
7
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.
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, 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 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
revenues from our high frequency single sideband communications
business and the lawn and pest
control services business, 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. Expenses expected to be incurred by us in connection with this offering are
estimated to be approximately $20,369.
SELLING SHAREHOLDERS
Below is information 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. See Plan of Distribution. 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
8
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 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 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 sell all of the
shares of common stock owned by that selling shareholder and covered by this prospectus.
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.
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.
9
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 |
|
Number of |
|
|
|
|
Number of Shares |
|
|
|
|
|
Shares |
|
Shares After |
|
|
Name and Address of Selling Shareholder(1) |
|
Prior to Offering |
|
Percent(2) |
|
Offered(3) |
|
Offering(4) |
|
Percent |
Charles P. Steinmetz |
|
|
411,524 |
(5)(6) |
|
|
4.0 |
% |
|
|
411,524 |
|
|
|
|
|
|
|
|
|
|
Gregory A. Clendenin |
|
|
205,761 |
(5)(7) |
|
|
2.0 |
% |
|
|
205,761 |
|
|
|
|
|
|
|
|
|
|
The Charles P. Steinmetz
Irrevocable Trust for the
Benefit of Matthew A.
Steinmetz |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 Park Avenue, South
Suite 400
Winter Park, Florida, 32789 |
|
|
205,761 |
(5)(8) |
|
|
2.0 |
% |
|
|
205,761 |
|
|
|
|
|
|
|
|
|
|
The Charles P. Steinmetz
Irrevocable Trust for the
Benefit of Louis Steinmetz |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 Park Avenue, South
Suite 400
Winter Park, Florida, 32789 |
|
|
205,761 |
(5)(8) |
|
|
2.0 |
% |
|
|
205,761 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Unless otherwise indicated the address of each of the beneficial owners is 3005 SW Third
Avenue, Ft. Lauderdale, FL 33315. |
|
(2) |
|
In determining the number and percentage of shares beneficially 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 and are not deemed outstanding for such purpose for all
other shareholders. To our knowledge, except as otherwise indicated, beneficial ownership
includes sole voting and dispositive power with respect to all shares. |
|
(3) |
|
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 of 1933, as amended, 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. |
|
(4) |
|
Assumes all of the shares of common stock registered hereby are sold. |
|
(5) |
|
Consists of shares issued to the selling shareholder as part of the purchase price in our
acquisition of all of the outstanding shares of Middleton Pest Control, Inc. |
|
(6) |
|
Mr. Steinmetz is a member of our board of directors. |
|
(7) |
|
Mr. Clendenin is the CEO of Sunair Southeast Pest Holdings, a wholly-owned subsidiary of
ours. The shares are held by The Gregory A. Clendenin Trust, of which Mr. Clendenin is the
trustee. |
|
(8) |
|
The trustee, Suntrust Bank, exercises the voting and dispositive power over the
shares. |
10
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; or |
|
|
|
|
in a combination of any of these transactions. |
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 they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary commissions). The selling shareholders and
any agents, broker-dealers or underwriters that act in connection with
11
the sale of shares might be deemed to be underwriters within the meaning of Section 2(11) of
the Securities Act of 1933, as amended, and any discount or commission received by them and any
profit on the resale of shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under 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 Securities Exchange Act of 1934, as amended, and the associated rules and regulations under the
Securities Exchange Act of 1934, as amended, including the anti-manipulative provisions of
Regulation M, which provisions may limit the timing of purchases and sales of shares of our common
stock by them.
In addition, any shares that qualify for sale pursuant to Rule 144 under the Securities Act of
1933, as amended, 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, 2004 and 2003, and the related consolidated statements of income, stockholders
equity and cash flows for the 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 (SEC). You may read and copy any document we file at the
SECs public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our
SEC filings are also available to the public from the SECs 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.
12
This prospectus is part of a registration statement that we filed with the SEC. 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
SEC at the address listed above or from the SECs web site listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC 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 SEC 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, 2004; |
|
|
(2) |
|
our Quarterly Reports on Form 10-QSB for the fiscal quarters ended December 31,
2004; March 31, 2005 and June 30, 2005; |
|
|
(3) |
|
our Current Reports on Form 8-K, including amendments thereto, filed with the
SEC, other than any information furnished pursuant to Item 2.02 or Item 7.01, on
October 12, 2004; October 20, 2004; November 17, 2004; December 16, 2004; December 20,
2004; February 1, 2005; February 14, 2005; March 29, 2005; May 20, 2005; June 10, 2005;
August 19, 2005; August 25, 2005; September 9, 2005; November 10, 2005; and November
30, 2005; and |
|
|
(4) |
|
the description of our common stock contained in the Registration Statement on
Form 8-A filed with the SEC 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 Securities Exchange Act of
1934, as amended, 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.
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
13
Sunair Services Corporation
1,028,807 Shares of Common Stock
________________, 2005
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as follows:
|
|
|
|
|
Securities and Exchange Commission Registration Fee |
|
$ |
669 |
|
|
|
|
|
Accounting Fees and Expenses |
|
|
3,000 |
|
Legal Fees and Expenses |
|
|
15,000 |
|
Printing Expenses |
|
|
700 |
|
Miscellaneous |
|
|
1,000 |
|
|
|
|
|
Total |
|
$ |
20,369 |
|
|
|
|
|
|
|
|
|
|
All amounts except the Securities and Exchange Commission registration fee are estimated. All
costs, expenses and fees in connection with the registration of the shares will be borne by us. |
Item 15. Indemnification of Directors and Officers
Section 607.0850 of the Florida Business Corporation Act permits a Florida corporation to
indemnify a present or former director or officer of the corporation (and certain other persons
serving at the request of the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity in which such person shall have acted in
good faith and in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had no reasonable cause
to believe his or her conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to any matter as to which
such director or officer shall have been adjudged liable, except in certain limited circumstances.
Our Articles of Incorporation as well as our Bylaws provide that we shall have the power to
indemnify and may insure our officers and directors to the fullest extent not prohibited by law.
Section 607.0831 of the Florida Business Corporation Act provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or any other person
for any statement, vote, decision, or failure to act, regarding corporate management or policy, by
a director, unless: (i) the director breached or failed to perform his or her duties as a director;
and (ii) the directors breach of, or failure to perform, those duties constitutes: (A) a violation
of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful; (B) a transaction from which
the director derived an improper personal benefit, either directly or indirectly; (C) a
circumstance under which the liability provisions regarding unlawful distributions are applicable;
(D) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interest of the corporation, or
willful misconduct; or (E) in a proceeding by or in the right of someone other than the corporation
or a shareholder, recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety,
or property.
Due to the foregoing provisions, our security holders may be unable to recover monetary
damages against directors for actions taken by them which constitute negligence or gross negligence
or which are in violation of their fiduciary duties, although it may be possible to obtain
injunctive or other equitable relief with respect to such actions. If equitable remedies are found
not to be available for any particular case, security holders may not have any effective remedy
against the challenged conduct.
Under the stock purchase agreement governing the sale of the shares to the selling
shareholders, the selling shareholders have each agreed to indemnify us and our directors,
officers, and control person against certain civil
II-1
liabilities that may be incurred in connection with this offering, including certain
liabilities under the Securities Act of 1933, as amended (the Securities Act).
Insofar as indemnification for liabilities arising under the Securities Act, may be permitted
to our directors, officers or controlling persons, under the foregoing provisions or otherwise, we
have been advised that, in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the Securities Act, and is therefore
unenforceable. In the event that a claim for indemnification against these liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or controlling person of ours
in the successful defense of any suit or proceeding) is asserted by a director, officer or
controlling person of ours in connection with the securities being registered hereunder, we will,
unless in the opinion of our 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 Securities Act and will be governed by the final adjudication of
such issue.
Item 16. Exhibits
|
|
|
Exhibit |
|
|
No. |
|
Description |
5.1
|
|
Opinion of Akerman Senterfitt |
|
|
|
23.1
|
|
Consent of Berenfeld Spritzer Schechter & Sheer |
|
|
|
23.2
|
|
Consent of Akerman Senterfitt (contained in legal opinion filed as Exhibit 5.1) |
|
|
|
24.1
|
|
Power of Attorney (included on the signature page) |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the securities
registered hereby, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date
of this 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 this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth
in the Calculation of Registration Fee table in the effective registration statement; and
(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;
II-2
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the registration
statement is on Form S-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act) that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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, and
(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 liability
under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration statements relying on
rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the registrant pursuant to the
foregoing provisions, 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 Securities 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, Sunair Services Corporation certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on the 1st day of
December, 2005.
|
|
|
|
|
|
SUNAIR SERVICES CORPORATION
|
|
|
By: |
/s/ John J. Hayes
|
|
|
|
John J. Hayes |
|
|
|
President and Chief Executive Officer |
|
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints John J. Hayes and Synnott B. Durham his true and lawful attorney-in-fact,
each acting alone, 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, including a Registration Statement filed
pursuant to Rule 462 under the Securities Act and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
SIGNATURE |
|
TITLE |
|
DATE |
|
/s/ John J. Hayes
John J. Hayes
|
|
President and Chief
Executive Officer
(principal executive officer)
|
|
December 1, 2005 |
|
|
|
|
|
/s/ Synnott B. Durham
Synnott B. Durham
|
|
Chief Financial Officer and
Treasurer
(principal financial officer
and principal accounting
officer)
|
|
December 1, 2005 |
|
|
|
|
|
/s/ Joseph S. DiMartino
|
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Joseph S. DiMartino |
|
|
|
|
|
|
|
|
|
/s/ Mario B. Ferrari
|
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Mario B. Ferrari |
|
|
|
|
|
|
|
|
|
/s/ Arnold Heggestad, Ph. D. |
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Arnold Heggestad, Ph. D. |
|
|
|
|
|
|
|
|
|
/s/ Michael D. Herman
|
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Michael D. Herman |
|
|
|
|
|
|
|
|
|
/s/ Steven P. Oppenheim
|
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Steven P. Oppenheim |
|
|
|
|
|
|
|
|
|
/s/ Richard C. Rochon
|
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Richard C. Rochon |
|
|
|
|
|
|
|
|
|
/s/ Charles P. Steinmetz
|
|
Director
|
|
December 1, 2005 |
|
|
|
|
|
Charles P. Steinmetz |
|
|
|
|
II-4
INDEX TO EXHIBITS
|
|
|
Exhibit |
|
Description |
5.1
|
|
Opinion of Akerman Senterfitt |
|
|
|
23.1
|
|
Consent of Berenfeld Spritzer Schechter & Sheer |