Sunair Services Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the
registrant þ
Filed by a party other than the
registrant o
Check the appropriate box:
o Preliminary
proxy statement
o Confidential,
for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
þ Definitive
proxy statement
o Definitive
additional materials
o Soliciting
material pursuant to
Rule 14a-11(c)
or
Rule 14a-12
SUNAIR SERVICES CORPORATION
(Name of Registrant as Specified in
Its Charter)
Payment of filing fee (Check the appropriate box):
þ No
fee required.
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Fee computed on the table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11:
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(4)
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Proposed maximum aggregate value of transaction:
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o Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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(1)
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Amount previously paid:
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(2)
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Form, schedule or registration statement no.:
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SUNAIR SERVICES CORPORATION
595 SOUTH FEDERAL HIGHWAY, SUITE 500
BOCA RATON, FLORIDA 33432
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON FEBRUARY 21, 2008
To our shareholders:
The Annual Meeting of Shareholders (Annual Meeting)
of Sunair Services Corporation will be held on February 21,
2008, at 11:00 a.m., local time, at the Hilton Hotel, 100
Fairway Drive, Deerfield Beach, Florida, 33441 for the following
purposes:
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(1)
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To elect six members to our Board of Directors, each to serve
until the next Annual Meeting of Shareholders or until their
successors have been duly elected and qualified; and
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(2)
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To act upon such other business as may properly come before the
Annual Meeting and any and all adjournments or postponements
thereof.
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All shareholders of record at the close of business on
January 14, 2008 will be entitled to vote at the Annual
Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors
John J. Hayes
President and Chief Executive Officer
Boca Raton, FL
January 30, 2008
This is an important meeting and you are invited to attend
the Annual Meeting in person. Whether or not you expect to be
present at the Annual Meeting, please complete, sign and date
the enclosed proxy card and return it promptly in the enclosed
return envelope. No postage is required if mailed in the United
States. Shareholders who execute a proxy card may nevertheless
attend the Annual Meeting, revoke their proxy and vote their
shares in person.
TABLE OF
CONTENTS
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SUNAIR SERVICES CORPORATION
595 SOUTH FEDERAL HIGHWAY, SUITE 500
BOCA RATON, FLORIDA 33432
PROXY
STATEMENT
ANNUAL MEETING OF
SHAREHOLDERS
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Sunair Services
Corporation (Company, us,
our or we), of proxies to be used with
respect to the matters to be voted upon at the Annual Meeting of
Shareholders (Annual Meeting) to be held on
February 21, 2008, at 11:00 a.m., local time, at the
Hilton Hotel, 100 Fairway Drive, Deerfield Beach, Florida,
33441, and at any adjournments or postponements thereof.
The approximate date that this proxy statement and the enclosed
form of proxy are first being sent to shareholders is
January 30, 2008. You should review the information
provided in this proxy statement together with our Annual Report
on
Form 10-K
for the fiscal year ended September 30, 2007, which is
being delivered to shareholders simultaneously with this proxy
statement.
ABOUT THE
MEETING
What
is the purpose of the annual meeting?
At the annual meeting, shareholders will vote on the election of
the nominated directors. In addition, we will report on our
performance and respond to questions from our shareholders.
Who is
entitled to vote at the meeting?
If you are the record holder of shares of our common stock at
the close of business on January 14, 2008, or the record
date, you are entitled to vote at the annual meeting. With
respect to all matters to be acted upon at the annual meeting,
each share of our common stock is entitled to one vote.
Who
can attend the meeting?
Only holders of our stock as of the record date, or their duly
appointed proxies, may attend. If your shares are held in the
name of your broker or bank, you will need to bring evidence of
your stock ownership, such as your most recent brokerage
statement, and valid picture identification.
What
constitutes a quorum?
The presence, in person or by proxy, of the holders of shares
representing a majority of the outstanding shares of our common
stock will constitute a quorum, permitting the meeting to
conduct its business. As of the record date, we had issued and
outstanding 13,091,088 shares of common stock. Proxies
received, but marked as abstentions, and broker non-votes will
be included in the calculation of the number of shares
considered to be present at the meeting, but will not be counted
as votes cast for or against any given
matter.
If less than a majority of outstanding shares entitled to vote
are represented at the meeting, a majority of the shares present
at the meeting may adjourn the meeting to another date, time or
place, and notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting
before an adjournment is taken.
How do
I vote?
If you complete and properly sign the accompanying proxy card
and return it to us, it will be voted as you direct. If you are
a registered shareholder and you attend the meeting, you may
deliver your completed proxy card in person.
If your shares are held in a brokerage account or by another
nominee, you are considered the beneficial owner of shares held
in street name, and these proxy materials are being
forwarded to you together with a voting instruction card by your
broker, trustee or nominee, as the case may be. As the
beneficial owner, you have the right to direct your broker,
trustee or nominee how to vote, and you are also invited to
attend the annual meeting. Since a beneficial owner is not the
shareholder of record, you may not vote your shares in person at
the annual meeting unless you obtain a legal proxy
from the broker, trustee or nominee that holds your shares
giving you the right to vote the shares at the meeting. Your
broker, trustee or nominee has enclosed or provided voting
instructions for you to use in directing the broker, trustee or
other nominee how to vote your shares.
Can I
change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change
your vote at any time before the proxy is exercised by filing
with our Secretary either a notice of revocation or a duly
executed proxy bearing a later date. The powers of the proxy
holders will be suspended if you attend the meeting in person
and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
What
are the boards recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of our board of directors.
The recommendation of the board of directors is included after
the description of each proposal in this proxy statement. In
summary, the board of directors recommends a vote:
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for the election of the nominated slate of
directors.
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The board of directors does not know of any other matters that
may be brought before the meeting. In the event that any other
matter should properly come before the annual meeting, the proxy
holders will vote as recommended by the board of directors or,
if no recommendation is given, in accordance with their best
judgment.
What
vote is required to approve each proposal?
Election of Directors. The affirmative vote,
either in person or by proxy, of a plurality of the votes cast
at the meeting is required for the election of directors. This
means that candidates who receive the highest number of votes
are elected. A properly executed proxy marked WITHHOLD
AUTHORITY with respect to the election of one or more
directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of
determining whether there is a quorum. Shareholders do not have
the right to cumulate their votes for directors.
Other Proposals. For any other proposal, the
affirmative vote, either in person or by proxy, of a majority of
the votes cast at the meeting, either in person or by proxy,
will be required for approval. A properly marked
ABSTAIN with respect to any such matter will not be
voted, although it will be counted for purposes of determining
whether there is a quorum.
If you hold your shares in street name through a
broker or other nominee, your broker or nominee may not be
permitted to exercise voting discretion with respect to some of
the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining
the number of shares necessary for approval. Shares represented
by such broker non-votes will, however, be counted
in determining whether there is a quorum.
2
Who
pays for the preparation of the proxy?
We will bear the cost of preparing, printing, assembling and
mailing all proxy materials that may be sent to shareholders in
connection with this solicitation. Arrangements will also be
made with brokerage houses, other custodians, nominees and
fiduciaries, to forward soliciting material to the beneficial
owners of shares of our common stock held by these persons. We
will reimburse these persons for reasonable
out-of-pocket
expenses incurred by them. In addition to the solicitation of
proxies by use of the mails, our officers and regular employees
may solicit proxies without additional compensation by telephone
or facsimile. We do not expect to pay any compensation for the
solicitation of proxies.
How is
the meeting conducted?
The Chairman of the Board has broad authority to conduct the
annual meeting in an orderly and timely manner. This authority
includes establishing rules for shareholders who wish to address
the meeting. The Chairman may also exercise broad discretion in
recognizing shareholders who wish to speak and in determining
the extent of discussion on each item of business. In light of
the need to conclude the meeting within a reasonable period of
time, we cannot assure that every shareholder who wishes to
speak on an item of business will be able to do so. The Chairman
of the Board may also rely on applicable law regarding
disruptions or disorderly conduct to ensure that the meeting is
conducted in a manner that is fair to all shareholders.
Only holders of our common stock as of the record date, or their
duly appointed proxies, may attend the annual meeting. Our
principal executive offices are located at 595 South Federal
Highway, Suite 500, Boca Raton, Florida 33432, and our
telephone number is
(561) 208-7400.
A list of shareholders entitled to vote at the annual meeting
will be available at our offices for a period of ten days prior
to the meeting and at the meeting itself for examination by any
shareholder.
How
are votes tabulated?
We will appoint two persons to serve as the Inspector of
Elections and they will tabulate and certify the votes at the
Annual Meeting.
ADDITIONAL
INFORMATION
We are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and file
periodic reports and other information with the Securities and
Exchange Commission, or the SEC. Those reports, proxy statements
and other information concerning us may be inspected and copies
may be obtained (at prescribed rates) at public reference
facilities maintained by the Commission at the Public Reference
Room, 100 F Street, N.E. Washington, D.C. 20549
and at the regional offices of the Commission located at 3 World
Financial Center, Room 4300, New York, New York 10281 and
at 175 W. Jackson Boulevard, Suite 900, Chicago,
Illinois 60604. In addition, certain electronically filed
documents, including current reports, quarterly reports and
annual reports, can be obtained from the Commissions
website at
http://www.sec.gov
or our website at www.sunairservices.com under the
Investor Relations section. In addition, we will provide without
charge to each person to whom a copy of this proxy statement is
delivered a copy of any of the foregoing documents (other than
exhibits). Requests for such documents should be addressed to
our Corporate Secretary at Sunair Services Corporation, 595
South Federal Highway, Suite 500, Boca Raton, Florida 33432.
3
PROPOSAL NO. 1
Election
of Directors
Our directors are elected annually at the Annual Meeting of
Shareholders and hold office until their death, resignation,
retirement, removal, disqualification, or the next Annual
Meeting of Shareholders or until their successors are duly
elected and qualified.
The number of directors constituting the full Board of Directors
currently is seven, and the term of each director will expire at
the Annual Meeting. All of the current directors, except Joseph
Burke, have been nominated for re-election to our Board of
Directors at the Annual Meeting. Information about each of the
nominees is given below. If elected, each of the nominees shall
serve until the next Annual Meeting of Shareholders, expected to
be held in February 2009, or until their successors have been
duly elected and qualified.
We have no reason to believe that any of the nominees will be
unable to serve as director. However, in the event that any
nominee should become unable or unwilling to serve as a
director, the proxy will be voted for the election of the person
or persons as shall be nominated by our Board of Directors.
Nominees
for Re-election
Joseph S. DiMartino, 64, was appointed to our Board of Directors
on September 9, 2005, to fill a vacancy created by James E.
Laurents resignation from our Board of Directors.
Mr. DiMartino was nominated by Coconut Palm Capital
Investors II, Ltd. (Coconut Palm), in accordance
with a Purchase Agreement, dated November 17, 2004, between
us and Coconut Palm. Since 1995, Mr. DiMartino has been the
Chairman of the Board and a Director of The Dreyfus Family of
Mutual Funds in New York City since January 1995.
Mr. DiMartino served as President, Chief Operating Officer
and Director of The Dreyfus Corporation from October 1982 until
December 1994. Mr. DiMartino also has served since 1997 as
a Director and Chairman of the Compensation Committee of Century
Business Services, Inc., and also serves as a Director of The
Newark Group and the Muscular Dystrophy Association.
Mr. DiMartino is a 1965 graduate of Manhattan College and
attended New York Universitys Graduate School of Business.
Mario B. Ferrari, 30, was appointed Vice Chairman of our Board
of Directors on February 4, 2005, at the Annual Meeting of
Shareholders. Mr. Ferrari is a partner and co-founder of
Royal Palm Capital Partners (RPCP), a private investment and
management firm, since its inception in 2002. Mr. Ferrari
also serves as a director of publicly held Devcon International
Corp. since July 2004. Mr. Ferrari also serves as Chief
Strategic Officer of Equity Media Holdings Corporation. From
June 2000 to June 2002, Mr. Ferrari was an investment
banker with Morgan Stanley & Co. In October, 1997,
Mr. Ferrari co-founded PowerUSA, LLC, a retail renewable
energy services company and was a managing member until
September 1999. Mr. Ferrari received his B. S., magna cum
laude, in Finance and International Business from Georgetown
University in 2000.
Arnold Heggestad, Ph.D., 64, was appointed to our Board of
Directors in March 2003. Dr. Heggestad is the Holloway
Professor of Finance and Entrepreneurship at the University of
Florida and has been at the University since 1974.
Dr. Heggestad has served as Chairman, Department of
Finance, Insurance and Real Estate, Associate Dean, College of
Business Administration, Director of the Center for Financial
Institutions, Executive Director, University of Florida Research
Foundation, Associate Vice-President of Entrepreneurial Programs
in the Office of Research. Dr. Heggestad is a Director of
Intrepid Capital Management, Inc. He has been very active in
public service and has served both public and private interests
in a number of capacities.
Steven P. Oppenheim, 61, was appointed to our Board of Directors
in January 2004, and currently serves on its Audit, Nominating,
and Compensation Committees. Mr. Oppenheim is the President
and owner of Oppenheim & Associates, Atlanta,Georgia,
which, since 2001 has provided a wide range of consulting and
strategic planning services to a diversified international
clientele in the U.S., Europe and Latin America.
Mr. Oppenheim holds a Juris Doctor Degree and maintained
his own law firm from 1975 until 2000. Mr. Oppenheim also
holds a Bachelor of Business Administration in Accounting from
the University of Miami, and from 1973 to 1975 he was tax
supervisor with the public accounting firm of
Coopers & Lybrand. Mr. Oppenheim serves in
various officer capacities for several multinational companies
or affiliates involving U.S. business. He serves as a
Director of the International Advertising Association and as a
Director of the British American Chamber of Commerce. He
previously served as
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a Director of the
French-American
Chamber of Commerce,
Italy-America
Chamber of Commerce, and
European-American
Chamber of Commerce.
Richard C. Rochon, 50, was appointed Chairman of our Board of
Directors on February 4, 2005, at the Annual Meeting of
Shareholders in connection with Coconut Palms investment
in the Company, as described in the Purchase Agreement, dated
November 17, 2004, between us and Coconut Palm..
Mr. Rochon has served as Chairman and Chief Executive
Officer of Royal Palm Capital Partners LLLP, a private
investment and management firm, since 2002. Mr. Rochon also
has served as a Director of Devcon International Corp., a
publicly-held company that provides electronic security and
construction services, since July 2004, and as Chairman and
Chief Executive Officer of Coconut Palm Acquisition Company, a
publicly held special purpose acquisition company, from
September 2005 until June 2007. Previously, from 1987 to 2002,
Mr. Rochon served as President of Huizenga Holdings, Inc, a
management and holding company owned by H. Wayne Huizenga, whose
investments included Blockbuster Entertainment Corporation,
Republic Waste Industries, Inc., AutoNation, Inc., and Boca
Resorts, Inc. Mr. Rochon joined Huizenga Holdings in 1985
as Treasurer and was promoted to President in 1987.
Mr. Rochon served as Vice Chairman of Huizenga Holdings and
as sole Director for many of Huizenga Holdings private and
public portfolio companies, including as a Director of
AutoNation, Inc., the NHLs Florida Panthers and the
NFLs Miami Dolphins. Mr. Rochon previously served as
Vice Chairman of Boca Resorts, Inc, an owner and operator of
luxury resort properties in Florida, from November 1996 to
December 2004, while serving as President from March 1998 until
January 2002. In addition, Mr. Rochon has been a Director
of Bancshares of Florida, a full-service commercial bank, from
2002 until February 2007, and a Director of Century Business
Services, a diversified services company, since 1996. From 1979
until 1985 Mr. Rochon was employed as a certified public
accountant by the public accounting firm of Coopers &
Lybrand. L.L.P. Mr. Rochon received his B.S. in Accounting
from Binghamton University (formerly State University of New
York at Binghamton) in 1979 and his Certified Public Accounting
designation in 1981.
Charles P. Steinmetz, 68, was appointed to our Board of
Directors in June 2005, and was appointed to serve as the Chief
Executive Officer of Middleton, effective as of January 18,
2008. Mr. Steinmetz was nominated to serve as a director by
Coconut Palm, in accordance with a Purchase Agreement, dated
November 17, 2004, between us and Coconut Palm, and a Stock
Purchase Agreement, dated June 7, 2005, between our
subsidiary, Sunair Southeast Pest Holdings, Inc.
(SSPH), and the selling shareholders of Middleton
Pest Control, Inc (Middleton). Mr. Steinmetz
was the majority owner of Middleton from 1977 until it was
purchased by SSPH. Mr. Steinmetz also served in various
capacities with Orkin Exterminating Company
(1961-1973)
and Truly Nolen, Inc.
(1974-1977),
and led the
build-up and
sale of All America Termite and Pest Control, Inc.
(1982-1997),
which at the time of sale was the largest privately owned pest
control company in the United States with 125 locations
throughout Florida, Georgia, Alabama, North and South Carolina,
Louisiana, Tennessee, Mississippi, Arizona and Texas.
Mr. Steinmetz received his B.S. in Agriculture, major in
Entomology, from the University of Florida.
OUR BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
ALL
NOMINEES NAMED ABOVE.
Appointment
of New Director after the Annual Meeting by the Board
We intend to keep the size of our Board of Director at seven
(7) members and our Nominating Committee intends to
nominate a qualified individual to fill the vacancy on our Board
of Directors. Our Nominating Committee has begun a search for a
qualified candidate and is searching for a person who is
(i) an independent director, as defined under the listing
standards for the American Stock Exchange and (ii) an
Audit Committee financial expert as such term is
defined under the applicable rules of the Securities and
Exchange Commission (SEC). Pursuant to our bylaws,
the appointment of a new director must be approved by the
majority of the members of our Board of Directors at the time of
the appointment.
5
CORPORATE
GOVERNANCE
We maintain a corporate governance page on our website which
includes key information about our corporate governance
initiatives, including the Companys Code of Ethical
Conduct and charters for the Audit Committee, the Compensation
Committee and the Nominating Committee. Our corporate governance
page is available at our web site at
www.sunairservices.com under the Corporate Governance tab
found in the IR/Home section.
Independent
Directors
A majority of the members of our board of directors is
independent according to the AMEX Corporate Governance rules. In
particular, our board of directors has in the past evaluated,
and our Nominating Committee will in the future evaluate,
periodically the independence of each member of the board of
directors.
The Board of Directors has determined that the following four
individuals currently serving on the Board of Directors are
independent as defined by the listing standards of the AMEX:
Joseph Burke, Joseph S. DiMartino, Arnold Heggestad, Ph.D.
and Steven P. Oppenheim.
Code of
Ethical Conduct
We have adopted a Code of Ethical Conduct that includes
provisions ranging from restrictions on gifts to conflicts of
interest. All employees are bound by this Code of Ethical
Conduct, violations of which may be reported to the Audit
Committee. The Code of Ethical Conduct includes provisions
applicable to our senior executive officers consistent with the
Sarbanes-Oxley Act of 2002. This Code of Ethical Conduct is
available on our website located at
www.sunairservices.com under the Corporate Governance tab
found in the IR/Home section. We intend to post on our website
amendments to or waivers from our Code of Ethical Conduct.
Director
Compensation
We use a combination of cash and equity-based incentive
compensation to attract and retain qualified candidates to serve
on the Board. In setting director compensation, we consider the
significant amount of time that directors expend in fulfilling
their duties, as well as the skill-level required by us of
members of the Board. During fiscal 2007, all of our Board
members were non-employee directors.
Cash
Compensation
Non-employee directors were paid an annual cash retainer of
$28,000, plus additional cash retainers for serving as a Chair
of a committee during fiscal 2007. These annual retainers are
paid in quarterly installments and are listed in the following
table:
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Annual
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Amount
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Position
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($)
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Board Member
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28,000
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Chair of Audit Committee
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5,000
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Chair of the Compensation Committee
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5,000
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Chair of the Nominating Committee
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5,000
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During fiscal 2007, we also paid each non-employee director
attendance fees for each Board or committee meeting. Each
non-employee director received $1,500 for attendance at each
Board of Directors meeting. We paid the Chairman of our
Audit Committee $1,500 for each meeting of the Audit Committee
meeting attended and the other members of the Audit Committee
received $1,250 for each Audit Committee meeting attended. We
paid the Chairman of our Compensation Committee $1,500 for each
meeting of the Compensation Committee meeting attended and the
other members of the Compensation Committee received $1,250 for
each Compensation Committee meeting attended. We paid the
Chairman of our Nominating Committee $1,500 for each meeting of
the Nominating Committee meeting attended and the other members
of the Nominating Committee received $1,250 for each Nominating
Committee meeting attended. We reimburse non-employee directors
for
out-of-pocket
expenses incurred in connection with attending Board and
committee meetings.
6
Equity-Based
Compensation
To ensure that directors have an ownership interest aligned with
our stockholders, from time to time we may also grant options to
purchase shares of our common stock to our non-employee
directors under our 2004 Stock Incentive Plan (Plan
or 2004 Stock Plan). Each of our non-employee
directors receive 5,000 options to purchase shares of our common
stock for each year of service, which vest quarterly during each
year of service, and any new directors who are not full-time
employees of our Company receive 20,000 options to purchase
shares of our common stock upon joining the Board of Directors,
which vest quarterly over the first year of service. The
exercise price of the options is equal to the closing price of
the Companys common stock on the date of grant.
Director
Compensation Table
The following table sets forth with respect to the named
director, compensation information inclusive of equity awards
and payments made in the fiscal year ended September 30,
2007. All option awards were granted from our 2004 Stock Plan.
The amounts reflected in columns (d) below do not reflect
compensation actually received by the directors during 2007.
Instead, these amounts reflect the compensation costs recognized
by us in fiscal year 2007 for financial statement reporting
purposes in accordance with SFAS 123R. For information
regarding the assumptions made in calculating the amounts
reflected in this column, see Footnote 10 Stock
Options to our audited financial statements for the year ended
September 30, 2007, included in our Annual Report on
Form 10-K for the year ended September 30, 2007.
NON-EMPLOYEE
DIRECTORS COMPENSATION SUMMARY
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
(e)
|
|
|
Value and Non-
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
(c)
|
|
|
(d)
|
|
|
Non-Equity
|
|
|
qualified Deferred
|
|
|
(g)
|
|
|
|
|
|
|
Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
(a)
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Total
|
|
|
Joseph Burke
|
|
$
|
54,250
|
|
|
|
|
|
|
$
|
10,797
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
65,047
|
|
Joseph S. DiMartino
|
|
|
36,750
|
|
|
|
|
|
|
|
10,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,547
|
|
Mario B. Ferrari
|
|
|
35,500
|
|
|
|
|
|
|
|
10,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,297
|
|
Arnold Heggestad, Ph.D.
|
|
|
64,250
|
|
|
|
|
|
|
|
10,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,047
|
|
Steven P. Oppenheim
|
|
|
59,500
|
|
|
|
|
|
|
|
10,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,297
|
|
Richard C. Rochon
|
|
|
35,500
|
|
|
|
|
|
|
|
10,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,297
|
|
Charles P. Steinmetz
|
|
|
35,500
|
|
|
|
|
|
|
|
10,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,297
|
|
Board
Committees and Meetings
During fiscal 2007, the Board met 5 times and acted by written
consent 2 times. Each director attended at least 75% of all
meetings of the Board and the committees of the Board on which
he serves.
We have three standing committees: the Audit Committee, the
Compensation Committee and the Nominating Committee. Each of
these committees has a written charter approved by the Board of
Directors. A copy of each charter is available on our website
located at www.sunairservices.com under the Corporate
Governance tab found
7
in the IR/Home section. The members of our standing committees,
as of the date of this proxy statement, are identified in the
following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
|
|
|
Compensation
|
|
|
Nominating
|
|
Director
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
Joseph Burke
|
|
|
|
*
|
|
|
|
|
|
|
|
|
Joseph S. DiMartino
|
|
|
|
|
|
|
|
*
|
|
|
|
*
|
Mario B. Ferrari
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnold Heggestad Ph.D.
|
|
|
|
**
|
|
|
|
|
|
|
|
|
Steven P. Oppenheim
|
|
|
|
*
|
|
|
|
**
|
|
|
|
**
|
Richard C. Rochon
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles P. Steinmetz
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Committee
Our Audit Committee assists our Board of Directors in monitoring
the integrity of our financial statements and compliance with
requirements as set forth in the Public Company Accounting
Oversight Boards Auditing Standards. Its responsibilities
include the maintenance of free and open communications among
the directors, our independent registered public accounting firm
and financial management of the Company. The Audit Committee
held 13 meetings during fiscal 2007. Our Board of Directors has
determined that: (i) all current Audit Committee members
are independent as that concept is defined in the
applicable rules of AMEX and the SEC, (ii) all current
committee members are financially literate, and (iii) all
current committee members qualify as Audit Committee
financial experts under the applicable rules of the SEC.
In making the determination as to Messrs. Burkes,
Heggestads and Oppenheims status as Audit Committee
financial experts, our Board of Directors determined they have
accounting and related financial management expertise within the
meaning of the aforementioned rules as well as the listing
standards of AMEX.
Report of
the Audit Committee
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference in any other filing by us under the
Securities Act of 1933 or the Securities Exchange Act of
1934.
The Audit Committee of our board of directors is established
under our Audit Committee charter adopted by our board of
directors on May 30, 2000. A copy of our Audit
Committees charter is available on our website
atwww.sunairservices.com.
Our management is responsible for our internal controls and the
financial reporting process. Our independent auditors are
responsible for performing the independent audit of our
consolidated financial statements in accordance with auditing
standards generally accepted in the United States of America and
for issuing a report thereon. Our Audit Committee is comprised
of three non-management directors and its responsibility is
generally to monitor and oversee the processes described in our
Audit Committee charter. Our Audit Committee relies, without
independent verification, on the information provided to it and
on the representations made by management and the independent
auditors that the financial statements have been prepared in
conformity with generally accepted accounting principles. Each
member of our Audit Committee is independent in the judgment of
our board of directors as required by the listing standards of
AMEX, the Sarbanes-Oxley Act of 2002 and the rules and
regulations of the SEC adopted under Sarbanes-Oxley, as of this
date. With respect to the period ended September 30, 2007
the Audit Committee performed the following:
|
|
|
|
|
Reviewed and discussed with our management and the independent
auditors our audited consolidated financial statements as of
September 30, 2007;
|
8
|
|
|
|
|
Discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committee, as amended, as adopted by
the Public Company Accounting Oversight Board in
Rule 3200T, and Statement on Auditing Standards
No. 90, Audit Committee Communication, as amended, as
adopted by the Public Company Accounting Oversight Board in
Rule 3600T;
|
|
|
|
Discussed with the independent auditors the firms
independence; and
|
|
|
|
Received from the independent auditors written affirmation of
their independence as required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees.
|
Based upon the review and discussions referred to above, and
subject to the limitations on its role and responsibilities
described above and in our Audit Committee charter, our Audit
Committee recommended to our board of directors that our audited
consolidated financial statements be included in our Annual
Report on
Form 10-K
for the year ended September 30, 2007 for filing with the
SEC.
Submitted by
the Audit Committee of the Board of Directors.
Audit Committee
Arnold Heggestad Ph.D.
(Chairperson)
Joseph
Burke Steven
P. Oppenheim
Compensation
Committee
The Compensation Committees basic responsibility is to
review the performance and development of the Companys
management in achieving corporate goals and objectives and to
assure that the Companys executive officers are
compensated effectively in a manner consistent with the
Companys strategy, competitive practice, sound corporate
governance principles and shareholder interests. Toward that
end, the Compensation Committee (i) will review and approve
the compensation of the Companys Chief Executive Officer
and other executive officers (ii) will review and make
recommendations with respect to the Companys existing and
proposed compensation plans and (iii) will administer
grants and awards to employees under the Companys 2004
Stock Incentive Plan. During fiscal 2007, the Compensation
Committee held one meeting. Our Board of Directors has
determined that each member of the Compensation Committee is
(i) an independent director under applicable AMEX listing
standards, (ii) an outside director as defined
in Section 162(m) of the Internal Revenue Code and
(iii) a non-employee director as defined in
Rule 16b-3
under the Securities Exchange Act of 1934.
Nominating
Committee
The Nominating Committee has been assigned the functions of
(i) soliciting, considering, recommending and nominating
candidates to serve on the Board of Directors under criteria
adopted by it from time to time; (ii) advising the Board of
Directors with respect to its composition, procedures and
committees; (iii) overseeing periodic evaluations of the
Board of Directors and its committees, including establishing
criteria to be used in connection with such evaluations; and
(iv) reviewing and reporting to the Board of Directors on a
periodic basis with regard to matters of corporate governance.
During fiscal 2007, the Nominating Committee held one meeting.
Our Board of Directors has determined that each member of the
Nominating Committee is an independent director under applicable
AMEX listing standards.
If a shareholder wishes to recommend a nominee for director,
written notice should be sent to the Corporate Secretary in
accordance with the instructions set forth later in this proxy
statement under the caption Information Concerning
Shareholder Proposals beginning on page 28. Each
written notice must set forth: (1) the name and address of
the shareholder who is making the nomination; (2) the
number of shares of our common stock which are beneficially
owned by the shareholder and a representation that the
shareholder is a holder of record of our common stock entitled
to vote at the annual meeting of shareholders and intends to
appear in person or by proxy at the meeting and nominate the
person specified in the notice; (3) the name of the
director candidate; (4) a complete
9
resume or statement of the candidates qualifications
(including education, work experience, knowledge of our
industry, membership on the board of directors of another
corporation and civic activity); (5) a description of all
arrangements or understandings between the shareholder and the
candidate
and/or any
other person or persons pursuant to which the nomination is to
be made by the shareholder; (6) such other information
regarding a candidate as would be required to be included in a
proxy statement, including information with respect to a
candidates independence as defined under the rules and
regulations promulgated by the SEC and the American Stock
Exchange and information regarding the candidates
attributes that the members of the Nominating Committee would
need to consider in order to assess whether such candidate would
qualify as an Audit Committee financial expert as
defined by the rules and regulations promulgated by the SEC; and
(7) the candidates consent to serve as a director of
our company if elected.
The suitability of potential candidates nominated by
shareholders will be evaluated in the same manner as other
candidates that are identified by the Nominating Committee. In
making its nominations, the Nominating Committee will identify
candidates who meet the current challenges and needs of the
Board of Directors. In making such decisions, the Nominating
Committee will consider, among other things, an
individuals business experience, industry experience,
financial background and experiences and whether the individual
meets the independence requirements of the American Stock
Exchange. The Nominating Committee will use multiple sources for
identifying and evaluating nominees for directors including
referrals from current directors, recommendations by
shareholders and input from third party executive search firms.
Compensation
Committee Interlocks and Insider Participation
The members of the Compensation Committee during fiscal 2007
fiscal year were: Joseph S. DiMartino and Steven P. Oppenheim.
No member of the Compensation Committee was at any time during
fiscal 2007 or at any other time an officer or employee of the
Company, and no member of the Compensation Committee had any
relationship with the Company requiring disclosure under
Item 404 of
Regulation S-K.
No executive officer of the Company has served on the board of
directors or Compensation Committee of any other entity that has
or has had one or more executive officers who served as a member
of the Board of Directors or the Compensation Committee of the
Company during fiscal 2007.
10
CURRENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth our current directors and
executive officers as of January 18, 2008. Our directors
are elected annually and hold office until their death,
resignation, retirement, removal, disqualification, or the next
Annual Meeting of Shareholders or until their successors are
duly elected and qualified. Our executive officers serve at the
discretion of our Board of Directors. There is no family
relationship between or among any of our directors and executive
officers. Our current Board of Directors consists of seven
persons.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Joseph Burke
|
|
|
50
|
|
|
Director
|
Edward M. Carriero, Jr.
|
|
|
52
|
|
|
Interim Chief Financial Officer
|
Joseph S. DiMartino
|
|
|
64
|
|
|
Director
|
Mario B. Ferrari
|
|
|
30
|
|
|
Vice Chairman of the Board
|
John J. Hayes
|
|
|
55
|
|
|
President and Chief Executive Officer
|
Arnold Heggestad, Ph.D.
|
|
|
64
|
|
|
Director
|
Colin Mulford
|
|
|
49
|
|
|
Chief Executive Officer of Telecom FM Limited
|
Steven P. Oppenheim
|
|
|
61
|
|
|
Director
|
Frank Prestipino
|
|
|
58
|
|
|
Chief Financial Officer of Middleton
|
Richard C. Rochon
|
|
|
50
|
|
|
Chairman of the Board
|
Charles P. Steinmetz
|
|
|
68
|
|
|
Director and Chief Executive Officer of Middleton
|
Below is a summary of the business experience of our executive
officers who do not serve on our Board of Directors and one of
our directors who is not standing for re-election at the Annual
Meeting. The business experience of the nominees to our Board of
Directors appears under the caption Nominees for
Re-election beginning on page 4.
Joseph Burke was appointed to our Board of Directors on
February 14, 2006, to fill a vacancy created on our Board
of Directors following last years annual meeting.
Mr. Burke was appointed by the affirmative vote of a
majority of the Board of Directors, in accordance with our
bylaws. Mr. Burke is the Chief Executive Officer of
Lakeland Construction Finance, LLC, a specialty finance company
that provides single-family home construction and development
loans to mid-sized builders and developers whose operations are
primarily focused in the Midwest. Mr. Burke also serves as
a founding director of Flagship Community Bank, a
state-chartered community bank in Florida that was organized in
late 2005. Previously, Mr. Burke was a senior executive
with Gateway, Inc. from 1995 to 2005. He served as Senior Vice
President and Chief Financial Officer of Gateway in 2001 and
2002. During his tenure at Gateway, Mr. Burke also served
in a number of other capacities, including Vice President of
Market Development, Senior Vice President of Global Business
Development, President of Gateway Country (Retail Division) and
Senior Vice President of Latin America. Before joining Gateway,
Mr. Burke spent eight years with Blockbuster Entertainment
Corporation, a worldwide home entertainment retailer, serving in
a number of financial capacities, including Controller,
Treasurer and Senior Vice President and Chief Financial Officer
of the International Division. Prior to that, Mr. Burke
spent approximately five years practicing as a CPA with
Coopers & Lybrand. Mr. Burke received his BSBA,
major in accounting, from the University of Florida.
Edward M. Carriero, Jr. has served as our Interim Chief
Financial Officer since September 8, 2006.
Mr. Carriero replaced our former Chief Financial Officer,
Synnott B. Durham, who resigned after we sold substantially all
of the assets of our high frequency single sideband
communication business. Mr. Carriero also served as the
Chief Financial Officer of Middleton from February 2006
through February 2007. Prior to joining Middleton, from July
2003 to February 2006, Mr. Carriero served as the revenue
auditor for Broward County Port Everglades, a large seaport in
South Florida. From October 2001 to July 2003, Mr. Carriero
served as CFO of Apex Maintenance Services, Inc., a roofing
contractor. From June 1998 to October 2001, Mr. Carriero
provided consulting services to various businesses. From June
1991 to June 1998, Mr. Carriero held several operating
positions for Huizenga Holdings, Inc., including: executive vice
president/chief financial officer and director for Life General
Security Insurance Company, a $100 million life and health
insurance company operating in 27 states; executive vice
president/chief operating officer for Blue Ribbon Water Company,
a bottled water delivery company; and vice president and general
manager of Suncoast Helicopters, Inc., a helicopter charter
company. Mr. Carriero
11
received his Bachelor of Science in accounting from Saint
Francis College in Brooklyn, N.Y. and his MBA from the
University of Miami.
John J. Hayes has served as our President and Chief Executive
Officer since February 5, 2005. He joined us in connection
with Coconut Palms investment in the Company, as described
in the Purchase Agreement, dated November 17, 2004, between
us and Coconut Palm. Mr. Hayes previously served as
Executive Vice President
(2000-2004),
President
(1987-1989)
and Chief Operational Officer
(1985-1987)
of The TruGreen Companies, and held various other executive
roles with The TruGreen Companies since 1975. From
1990-1999,
Mr. Hayes served in various capacities as a private
investor. Mr. Hayes received his J.D. from the University
of Detroit and his B.S. from Michigan State University.
Colin P. Mulford, 49, has served as the President of TelecomFM
Limited (Telecom or TelecomFM), a wholly-owned
subsidiary of the Company, since October 2004, when we completed
our acquisition of Telecom. From
1996-2004,
he served as the Managing Director of TelecomFM Limited. From
1994-1996 he
served as the Managing Director of Erskine Limited a
wholly-owned subsidiary of Ikon Office Solutions Inc. and from
1989-1994 he
held various executive roles. Prior to 1989, Mr. Mulford
held various executive and engineering positions within Nortel
Networks Inc. He holds a Post-Graduate Degree in Business and
Management.
Frank C. Prestipino, 58, has served as the Chief Financial
Officer of Middleton, a wholly owned subsidiary through which
the Company operates its pest control and lawn care services
business since January 2007. Prior to joining Middleton, from
September 2003 to December 2006, Mr. Prestipino was a
business consultant to various businesses in the United States
and the Caribbean. From September 1979 to September 2008,
Mr. Prestipino served as the Chief Operating and Chief
Financial Officer of a group of privately held trading and
manufacturing companies doing business principally in the
Caribbean. Prior to that, Mr. Prestipino spent over
8 years practicing as a Certified Public Accountant with
Arthur Young & Company and a local accounting firm in
New York. Mr. Prestipino received his Bachelor of Science
in Accounting from Fordham University in New York.
12
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table shows as of January 14, 2008, the record
date (or such other date indicated in the footnotes below), the
number of shares beneficially owned and the percentage ownership
of our common stock, by the following:
|
|
|
(a) |
|
each person known to management to own beneficially more than
five percent of the outstanding shares of our common stock; |
|
(b) |
|
each of our directors and nominees for director; |
|
(c) |
|
each of the Named Executive Officers; |
|
(e) |
|
all of our directors and executive officers as a group. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned or Subject to
|
|
|
|
|
|
|
|
|
|
|
|
|
Currently
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
Shares Which May be
|
|
|
Total Shares
|
|
|
|
|
|
|
Options
|
|
|
Acquired Within 60
|
|
|
Beneficially
|
|
|
Percent of
|
|
Name(1)
|
|
or Warrants(2)
|
|
|
Days(3)
|
|
|
Owned
|
|
|
Class(4)
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Burke(12)
|
|
|
23,750
|
|
|
|
1,250
|
|
|
|
25,000
|
|
|
|
|
*
|
Joseph S. DiMartino(12)
|
|
|
23,750
|
|
|
|
1,250
|
|
|
|
25,000
|
|
|
|
|
*
|
Mario B. Ferrari(5)(12)
|
|
|
14,918,750
|
|
|
|
1,250
|
|
|
|
14,920,000
|
|
|
|
64.61
|
%
|
Arnold Heggestad, Ph.D.(12)
|
|
|
34,750
|
|
|
|
1,250
|
|
|
|
36,000
|
|
|
|
|
*
|
Steven P. Oppenheim(12)
|
|
|
28,750
|
|
|
|
1,250
|
|
|
|
30,000
|
|
|
|
|
*
|
Richard C. Rochon(6)(12)
|
|
|
14,918,750
|
|
|
|
1,250
|
|
|
|
14,920,000
|
|
|
|
64.61
|
%
|
Charles P. Steinmetz(12)
|
|
|
416,274
|
|
|
|
1,250
|
|
|
|
417,524
|
|
|
|
3.19
|
%
|
Edward M. Carriero(12)
|
|
|
4,375
|
|
|
|
4,375
|
|
|
|
8,750
|
|
|
|
|
*
|
John J. Hayes(7)
|
|
|
706,600
|
|
|
|
|
|
|
|
706,600
|
|
|
|
5.23
|
%
|
Gregory Clendenin(12)
|
|
|
230,849
|
|
|
|
|
|
|
|
230,849
|
|
|
|
1.76
|
%
|
Colin Mulford(8)
|
|
|
15,300
|
|
|
|
|
|
|
|
15,300
|
|
|
|
|
*
|
Frank Prestipino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
All directors and executive officers as a group
(12 persons)
|
|
|
16,411,898
|
|
|
|
13,125
|
|
|
|
16,425,023
|
|
|
|
69.36
|
%
|
Other 5% or Greater Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coconut Palm Capital Investors II, Ltd.(8)
|
|
|
14,910,000
|
|
|
|
|
|
|
|
14,910,000
|
|
|
|
64.57
|
%
|
Michael Brauser(9)
|
|
|
1,179,700
|
|
|
|
|
|
|
|
1,179,700
|
|
|
|
8.62
|
%
|
SunTrust Banks, Inc.(10)
|
|
|
1,761,522
|
|
|
|
|
|
|
|
1,761,522
|
|
|
|
13.11
|
%
|
Michael Herman
|
|
|
2,180,600
|
|
|
|
|
|
|
|
2,180,600
|
|
|
|
16.66
|
%
|
Dru A. Schmitt(11)
|
|
|
1,771,728
|
|
|
|
|
|
|
|
1,771,728
|
|
|
|
12.97
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Except as otherwise indicated, the address of each person named
in this table is
c/o Sunair
Services Corporation, 595 South Federal Highway, Suite 500,
Boca Raton, Florida 33432. |
|
(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 or warrants exercisable within 60 days
after the Record Date 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 owned by them. |
|
(3) |
|
Represents options to purchase shares which became exercisable
between January 14, 2008 (Record Date) and March 14,
2008. |
|
(4) |
|
Percent of class has been computed in accordance with
Rule 13-d
3(d)(1) of the Exchange Act. |
13
|
|
|
(5) |
|
Shares consist of: (i) 10,000 shares issuable upon
currently exercisable options or options that are exercisable
within 60 days after the Record Date and (ii) all
shares beneficially owned by Coconut Palm (assumes beneficial
ownership of such shares is attributed to Mr. Ferrari, and
Mr. Ferrari disclaims beneficial ownership of these shares). |
|
(6) |
|
Shares consist of: (i) 10,000 shares issuable upon
exercise of currently exercisable options or options that are
exercisable within 60 days after the Record Date; and
(ii) all shares beneficially owned by Coconut Palm (assumes
beneficial ownership of such shares is attributed to
Mr. Rochon, and Mr. Rochon disclaims beneficial
ownership of these shares). |
|
(7) |
|
Includes 125,000 shares issuable upon currently exercisable
options or options that are exercisable within 60 days
after the Record Date. Includes 290,800 shares underlying
warrants that are immediately exercisable. Mr. Hayes has
granted Coconut Palm, Inc., the general partner of Coconut Palm,
the sole power to vote his shares pursuant to a proxy agreement. |
|
(8) |
|
Consists of 4,910,000 shares of our common stock and
10,000,000 shares of our common stock underlying warrants
issued to Coconut Palm that are immediately exercisable. Coconut
Palm has the sole power to dispose of 5,527,468 shares of
common stock beneficially owned by it. Coconut Palm has the sole
power to vote, or to direct the vote of, 14,910,000 shares
of Common Stock. 9,382,532 of the 14,910,000 shares of our
common stock consist of an aggregate of 4,679,600 shares of
common stock and 4,702,932 shares underlying warrants that
are immediately exercisable, which Coconut Palm has the sole
power to vote pursuant to proxy agreements that were executed by
certain limited partners of Coconut Palm upon their redemption
of their limited partnership interests for shares of our common
stock and warrants to purchase shares of our common stock
beneficially owned by Coconut Palm. Richard C. Rochon, Chairman
of our Board of Directors, and Mario B. Ferrari, Vice Chairman
of our Board of Directors, are the natural persons who exercise
voting and investment control over the shares. |
|
(9) |
|
This information was obtained from a Schedule 13G filed by
Mr. Brauser on January 30, 2007. Includes warrants to
purchase 600,000 shares of the Companys common stock
based on the Companys records. Mr. Brauser has
granted Coconut Palm, Inc., the general partner of Coconut Palm,
the sole power to vote his shares pursuant to a proxy agreement. |
|
(10) |
|
This information was obtained from a Schedule 13 filed by
SunTrust Banks, Inc. as parent holding company for Trusco
Capital Management, Inc. and AMA Holdings, Inc. on
February 14, 2007. The mailing address for SunTrust Banks,
Inc. is 303 Peachtree Street, Suite 1500, Atlanta, GA 30308. |
|
(11) |
|
Includes 571,428 shares underlying warrants that are
immediately exercisable. These securities are held by the Dru A.
Schmitt Revocable Trust U/A/D 10/20/97, of which
Mr. Schmitt is the sole trustee and sole beneficiary.
Mr. Schmitt has granted Coconut Palm, Inc., the general
partner of Coconut Palm, the sole power to vote his shares
pursuant to a proxy agreement. This information was obtained
from a Form 4/A filed by Mr. Schmitt on
December 26, 2007. The mailing address for Mr. Schmitt
is 147 Coconut Palm Road, Boca Raton, FL 33432. |
|
(12) |
|
Includes as to the person indicated the following currently
exercisable stock options to purchase an equal number of shares
of the Companys common stock: 23,750 options held by
Joseph Burke, 23,750 options held by Joseph S. DiMartino, 8,750
options held by Mario B. Ferrari, 28,750 options held Arnold
Heggestad, Ph.D., 28,750 options held by Steven P.
Oppenheim, 8,750 options held by Richard C. Rochon, 8,750
options held by Charles P. Steinmetz, 4,375 options held by
Edward M. Carriero, and 23,812 options held by Gregory Clendenin. |
Certain
Voting Arrangements
Between August 31, 2005 and December 20, 2006, one of
our shareholders, Coconut Palm distributed an aggregate of
4,769,600 shares of our common stock plus warrants to
purchase 4,702,932 additional shares of common stock to certain
of its limited partners in exchange for the redemption of their
respective limited partnership interests. In accordance with
Coconut Palms limited partnership agreement, Coconut
Palms limited partners who had requested redemption paid
to Coconut Palm an aggregate of $27,750 for legal fees incurred
by Coconut Palm in connection with the redemption of the limited
partnership interests. Coconut Palms limited partners
include Messrs. Brauser, Ferrari, Hayes, Rochon and
Schmitt. In connection with the distributions of shares, Coconut
Palms limited partners granted to Coconut Palm, Inc., the
general partner of Coconut Palm, a
14
proxy to vote, in its sole discretion, a significant portion of
the securities owned by the limited partners at any meeting of
the Companys shareholders, as well as in any action by
written consent of the Companys shareholders.
Change in
Control
On February 8, 2005, we closed a transaction with Coconut
Palm, which we entered into on November 17, 2004. Coconut
Palm purchased from us 5,000,000 units (Units)
for an aggregate purchase price of $25 million. Each Unit
consisted of (i) one share of our common stock,
(ii) one warrant (individually, a Warrant and
collectively, the Warrants) to purchase one share of
our common stock at an exercise price of $6 per share with a
term of three years to expire on February 7, 2008 and
(iii) one warrant to purchase one share of our common stock
at an exercise price of $7 per share with a term of five years
to expire on February 7, 2010. Coconut Palm obtained the
$25 million in a private placement of its equity. Following
the closing of the transaction, Coconut Palm beneficially owned
15 million shares, or approximately 78.9% of our then
outstanding shares of common stock. Currently, Coconut Palm
beneficially owns approximately 64.57% of our outstanding shares
of common stock.
Expiration
of Warrants on February 7, 2008 and Changes in Beneficial
Ownership Table
As of the Record Date, we have Warrants outstanding to purchase
an aggregate of 5,000,000 shares of our common stock at an
exercise price of $6.00 per share, which were issued in
connection with Coconut Palms investment in the Company,
which transaction is described above under the caption
Change of Control. These Warrants expire on
February 7, 2008. As a result of the expiration of these
Warrants, the beneficial ownership of shares of common stock
held by the following shareholders will change as follows as of
February 7, 2008 (assuming no other purchases or sales by
such shareholders): Coconut Palm will be deemed to beneficially
own 9,910,000 shares of our common stock or 54.78%, Richard
Rochon and Mario B. Ferrari will each be deemed to own
9,920,000 shares or 54.83% of our common stock, Michael
Brauser will be deemed to own 1,179,700 or 8.62% of our common
stock and SunTrust Banks, Inc. will be deemed to own
1,761,522 shares or 13.11% of our shares.
Compliance
with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934
requires our directors and executive officers, and persons who
own more than 10 percent of our common stock, to file with
the SEC initial reports of ownership and reports of changes in
ownership of our common stock. Officers, directors and greater
than 10 percent shareholders are required by the rules and
regulations of the SEC to furnish us with copies of all
Section 16(a) forms they file.
To our knowledge, based solely on review of the copies of these
reports furnished to us and representations that no other
reports were required, during the fiscal year ended
September 30, 2007, all Section 16(a) filing
requirements applicable to our officers, directors and greater
than 10 percent beneficial owners were complied with.
15
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The following Compensation Discussion and Analysis, or
CD&A, describes the material elements of compensation for
the Sunairs executive officers identified in the Summary
Compensation Table. We refer to these officers as the Named
Executive Officers. As more fully described in this CD&A,
the Compensation Committee makes all decisions for the total
direct compensation that is, the base salary, bonus
awards, stock options and other equity compensation
of our executive officers, including the Named Executive
Officers. The Compensation Committees recommendations for
the total direct compensation of our Chief Executive Officer are
subject to approval of our board of directors.
Compensation
Program Objectives and Rewards
With respect to executive compensation, the primary goal of the
Compensation Committee is to attract and retain the most
qualified, knowledgeable, dedicated and seasoned executives
possible, to reward them for their contributions to the
development of Sunairs business and to align the
executives incentives with shareholder value creation. Beyond
that, different elements of our executive compensation are
designed to engender different behaviors.
|
|
|
|
|
Base salary and benefits are designed to attract and retain
employees over time.
|
|
|
|
Long-term incentives stock options under our 2004
Stock Incentive Plan focuses executives
efforts on the behaviors within the recipients control
that they believe are necessary to ensure our long-term success,
as reflected in increases to our stock prices, growth in our
earnings per share and other elements.
|
|
|
|
Annual discretionary cash bonuses and performance based bonuses,
which are individually designed to address business needs
related to attracting and retaining employees and to provide
incentives to achieve the short-term goals our management and
board of directors established for the one year period in
question.
|
|
|
|
Severance and change in control provisions are designed to
facilitate our ability to attract and retain executives as we
compete for talented employees in a marketplace where such
protections are commonly offered.
|
Base
Salary
The base salary for our executive officers is based on job
responsibilities and individual contributions to the Company.
Additional factors include the salary received by the executive
at his previous place of employment and individual negotiations
between the Company and the executive. No independent consulting
firm was retained to conduct this review. Given the level of the
Chief Financial Officers compensation, our Compensation
Committee did not believe that it was necessary to incur the
expense of formal studies or market analysis.
Two of our Named Executives Officers and our former Named
Executive Officer are parties to employment agreements with us,
which set forth the base salary for the respective Named
Executive Officer, subject to adjustment. These Named Executive
Officers are John Hayes, Colin Mulford and Gregory Clendenin
(our former Named Executive Officer) and a summary of their
employment agreements is contained on pages 22-24. Our
other Named Executive Officers, Edward Carriero and Frank
Prestipino do not have employment agreements with us.
The Compensation Committee intends on reviewing the base
salaries for Named Executive Officers, at the end of the fiscal
year or from time to time as considered necessary. In December
2007, the Compensation Committee approved, to increase
Mr. Carrieros base salary from $130,000 to $165,000,
based on exemplary execution of his job responsibilities and his
individual contributions to the Company.
Base salaries paid to executive officers are deductible for
federal income tax purposes except to the extent that the
executive is a covered employee under Section 162(m) of the
Internal Revenue Code and the executives aggregate
compensation which is subject to Section 162(m) exceeds
$1 million. No employee received base salary in excess of
$1 million in fiscal 2007.
16
Base salary and bonus payments are the only elements of
compensation that are used in determining the amount of
contributions permitted under our 401(k) Plan.
Discretionary
Bonus Awards
The Compensation Committee has the ability to award
discretionary annual cash bonuses to any of our executive
officers. During fiscal 2007, the Compensation Committee did not
award any discretionary annual bonuses to any executive officer
but may elect to do so in the future with the intention to
compensation officers for achieving financial
and/or
operational goals and for achieving individual annual
performance objectives.
Bonus
Awards under the Telecom Executive Bonus Plan
Telecom has established an Executive Bonus Plan (Bonus
Plan) with performance targets and bonuses for selected
senior managers on an annual basis. The Managing Director of
Telecom determines the performance targets and has the
discretion to determine which senior managers participate in the
Bonus Plan in each fiscal year. The Bonus Plan is based on the
achievement by Telecom of total revenues and EBIT (earnings
before interest and tax) which exceed Telecoms budget in
each fiscal year. If Telecoms total revenues
and/or EBIT
exceed the budget, the executive will be entitled to receive a
bonus equal to 50% of his salary. Thereafter, if the budget
exceeds EBIT by a certain amount, the executive will receive a
greater percent of his salary, as set forth below:
|
|
|
|
|
|
|
Bonus Payable
|
Target Achieved
|
|
(Percentage of Executive Salary)
|
< Budget (Total Revenues & or EBIT)
|
|
|
0%
|
|
> Budget (Total Revenues & EBIT)
|
|
|
50%
|
|
> Budget + 10% (EBIT)
|
|
|
60%
|
|
> Budget + 20% (EBIT)
|
|
|
70%
|
|
> Budget + 30% (EBIT)
|
|
|
80%
|
|
> Budget + 40% (EBIT)
|
|
|
90%
|
|
> Budget + 50% (EBIT)
|
|
|
100%
|
|
In fiscal 2007, Colin Mulford earned a cash bonus equal to
$304,241 or 100% of his salary, under the Bonus Plan.
Long-Term
Incentive Plan and Stock Options
We believe that long-term performance is achieved through an
ownership culture that encourages such performance by our
executive officers through the use of stock-based awards. Our
2004 Stock Option Plan was established to provide certain of our
employees, including our executive officers, with incentives to
help align those employees interests with the interests of
our shareholders. The Compensation Committee believes that the
use of stock-based awards offers an additional method to
achieving our compensation goals. Our 2004 Stock Option Plan has
provided the principal method for our executive officers to
acquire equity or equity-linked interests in our Company without
the adoption of stock ownership guidelines. We expect to
continue to provide a portion of total compensation to our
executives through our 2004 Stock Option Plan rather than
through additional cash-based compensation.
Our 2004 Stock Option Plan authorize us to grant officers,
directors, employees and prospective employees incentive stock
options, non-qualified stock options, restricted stock awards,
other equity awards and performance based stock incentives. Our
Compensation Committee is the administrator of the 2004 Stock
Option Plans and determines the terms of the stock option or
other stock award, including but not limited to the price,
numbers of shares, grant date and vesting terms. The
Compensation Committee reviews and approves stock option and
other stock awards to executive officers based upon a review of
competitive compensation data, its assessment of individual
performance, and retention considerations, as well as a review
the individuals existing share and option holdings.
Periodic stock option grants are made at the discretion of the
Compensation Committee.
17
Stock options provide for financial gain derived from the
potential appreciation in stock price from the date that the
option is granted until the date that the option is exercised.
The exercise price of stock option grants is set at fair market
value on grant date. Under our 2004 Stock Option Plan, we may
not grant stock options at a discount to fair market value or
reduce the exercise price of outstanding stock options, except
in the case of a stock split or other similar event. We do not
grant stock options with a so-called reload feature,
nor do we generally loan funds to employees to enable them to
exercise stock options. Our long-term performance ultimately
determines the value of stock options, because gains from stock
option exercises are entirely dependent on the long-term
appreciation of our stock price. The stock options granted by
the Compensation Committee to employees are generally
exercisable in equal installments on the first through the four
anniversaries of the grant date and expire ten years from the
grant date.
Because a financial gain from stock options is only possible
after the price of Sunairs common stock has increased, we
believe grants encourage executives and other employees to focus
on behaviors and initiatives that should lead to an increase in
the price of Sunair common stock, which benefits all Sunair
shareholders. During fiscal 2007, we granted an aggregate of
60,000 options to our employees and directors, which include a
grant of 25,000 options to one of our Named executive officers.
On August 13, 2007, we granted 25,000 options to Frank
Prestipino at an exercise price of $3.40 per share. These
options vest in equal installments on the fist through four
anniversaries of the grant date and expire in ten years from the
grant date.
No Backdating or Spring Loading: Sunair does
not backdate options or grant options retroactively. In
addition, we do not coordinate grants of options so that they
are made before announcement of favorable information, or after
announcement of unfavorable information. Sunairs options
are granted at fair market value on a fixed date or event, with
all required approvals obtained in advance of or on the actual
grant date. All grants to executive officers require the
approval of the Compensation Committee. The timing of such
grants is at the discretion of the Compensation Committee;
however, traditionally, initial grants of options occur at the
date of initial employment or on or about the date of our Annual
Meeting of Shareholders.
Fair market value has been consistently determined as the
closing price on the grant date. In order to ensure that its
exercise price fairly reflects all material
information without regard to whether the
information seems positive or negative every grant
of options is contingent upon a determination by the
Compensation Committee that Sunair is not in possession of
material undisclosed information. If we are in possession of
such information, grants are suspended until the second business
day after public dissemination of the information.
Stock
Ownership Guidelines
Although we encourage members of our senior management to hold
positions in our common stock, we do not currently have
requirements in place to this effect.
Derivatives Trading. We grant stock-based
incentives in order to align the interests of Sunairs
employees with those of its shareholders. Accordingly, we
strongly discourage executive officers from buying or selling
derivative securities related to Sunair common stock, such as
puts or calls on Sunair common stock, since such securities may
diminish the alignment that we are trying to foster.
Company-issued options are not transferable during the
executives life, other than certain gifts to family
members (or trusts, partnerships, etc. that benefit family
members).
Return
of Incentive Compensation by an Executive
The Compensation Committee has not adopted formal policies to
address the possibility that incentive compensation may be
provided to certain executives, including Named Executive
Officers, based on financial results that may become the subject
of a significant restatement. We anticipate, in the case of a
significant restatement of financial results caused by executive
fraud or willful misconduct, our board of directors will require
the return of such incentive compensation in accordance with and
to the extent required by applicable law.
Benefits
We offer our
U.S.-based
and United Kingdom based employees a variety of retirement,
health and welfare, and paid time-off benefits designed to
enable us to attract and retain our workforce in a competitive
marketplace. Health and welfare and paid time-off benefits help
ensure that we have a productive and focused workforce through
reliable
18
and competitive health and other benefits. Savings plans help
employees, especially long-service employees, save and prepare
financially for retirement.
Middletons qualified 401(k) Plans allows highly
compensated employees to contribute up to 15 percent of
their compensation (base salary plus bonus payments), up to the
limits imposed by the Internal Revenue Code $15,500
for 2007 (excluding any
Catch-Up
contributions, as allowed by the Internal Revenue
Code) on a pre-tax basis. We provide matching
contributions up to six percent of employee contributions, which
vest immediately. Participants choose to invest their account
balances from an array of investment options as selected by plan
fiduciaries from time to time. The 401(k) Plans are designed to
provide for distributions in a lump sum or in periodic
installments after termination of service. However,
loans and in-service distributions under certain
circumstances such as a hardship, attainment of
age 591/2
or a disability are permitted.
Perquisites
We provide our Named Executive Officers with perquisites and
other personal benefits that the Compensation Committee believes
are reasonable and consistent with our overall compensation
program to better enable us to attract and retain executive
officer and key employees. During fiscal 2007, our Named
Executive Officers were only provided participation in the plans
and programs described above. None of our Named Executive
Officers received any other perquisites or other benefits, which
conferred a direct or indirect benefit having a personal aspect
and which were not generally available to other employees.
We do not generally provide the Named Executive Officers with
other perquisites such as reimbursement for legal, counseling
for personal matters or tax reimbursement payments. We do not
provide loans to executive officers.
Separation,
Consulting and Change in Control Arrangements
Under the terms of their employment agreements with us, John
Hayes, Colin Mulford and Gregory Clendenin are entitled to
payments and benefits upon the occurrence of specified events,
including termination of employment (with and without cause) and
upon a
change-in-control
of the Company. The specific terms of these arrangements, as
well as an estimate of the compensation that would have been
payable had they been triggered as of our fiscal year ended
September 30, 2007, are described in detail in the section
on page 22 Potential Payments Upon Termination or Change
in Control.
In the case of each employment agreement, the terms of these
arrangements were set through the course of arms-length
negotiations with each of the Named Executive Officers. This
approach was used by the Board in setting the amounts payable
and the trigger events under the arrangements.
The termination of employment provisions of the employment
agreements were entered into in order to address competitive
concerns when the Named Executive officers were recruited by
providing these individuals with a fixed amount of compensation
that would offset the potential risk of leaving their prior
employer or foregoing other opportunities in order to join the
Company. At the time of entering into these arrangements, the
Board of Directors considered the aggregate potential
obligations of the Company in the context of the desirability of
hiring the individual and the expected compensation upon joining
us.
Compensation
Committee Report
The Compensation Committee of the Company has reviewed and
discussed the foregoing Compensation Discussion and Analysis
with management. Based on our review and discussion with
management, we have recommended to the Board of Directors that
the Compensation Discussion and Analysis be included in this
proxy statement.
Submitted by
the Compensation Committee,
Joseph S.
DiMartino
Steven P.
Oppenheim
19
Summary
Compensation Table
The following Summary Compensation table sets forth information
regarding compensation earned by, awarded to or paid to our
Named Executive Officers during fiscal 2007.
SUMMARY
COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Awards
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
(5)
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
|
John J. Hayes President and Chief Executive Officer
|
|
|
2007
|
|
|
$
|
324,056
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
142,086
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
466,142
|
|
Gregory A. Clendenin Former Chief Executive Officer
of SSPH and Middleton(1)
|
|
|
2007
|
|
|
$
|
305,196
|
|
|
|
|
|
|
|
|
|
|
|
96,361
|
|
|
|
|
|
|
|
|
|
|
|
401,557
|
|
Edward M. Carriero, Jr. Interim Chief Financial
Officer
|
|
|
2007
|
|
|
$
|
134,698
|
|
|
|
|
|
|
|
|
|
|
|
18,395
|
|
|
|
|
|
|
|
|
|
|
|
153,093
|
|
Frank C. Prestipino Chief Financial Officer of
Middleton(2)
|
|
|
2007
|
|
|
$
|
80,276
|
|
|
|
|
|
|
|
|
|
|
|
2,424
|
|
|
|
|
|
|
|
|
|
|
|
82,700
|
|
Colin Mulford Chief Executive Officer of Telecom
FM(3)
|
|
|
2007
|
|
|
$
|
304,241
|
|
|
|
304,241
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
608,478
|
|
|
|
|
(1) |
|
Mr. Clendenin resigned as Chief Executive Officer of SSPH
and Middleton, effective as of October 29, 2007. |
|
(2) |
|
Mr. Prestipino became the Chief Financial Officer of
Middleton in January 2007. |
|
(3) |
|
Based on the average exchange rate of 1.97 British pounds to one
U.S. dollar for the period from October 1. 2006 through
September 30, 2007. |
|
(4) |
|
Represents amounts received by Mr. Mulford under the Bonus
Plan. |
|
(5) |
|
The amounts in this column do not reflect compensation actually
received by the Named Executive Officer nor do they reflect the
actual value that will be recognized by the Named Executive
Officer. Instead the amounts reflect the compensation cost
recognized by us in fiscal year 2007 for financial statement
reporting purposes in accordance with SFAS 123R. For
information regarding the assumptions made in calculating the
amounts reflected in this column, see Footnote 10 Stock
Options, to our audited financial statements for the year ended
September 30, 2007, included in our Annual Report on
Form 10-K for the year ended September 30, 2007. |
Grants of
Plan Based Awards
The following table provides information on cash-based
performance awards and stock options granted to our Named
Executive Officers in fiscal 2007.
FISCAL
2007 GRANTS OF PLAN-BASED AWARDS
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Estimated
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All Other
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All Other
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Future
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Stock or
|
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Option
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Payouts
|
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Awards:
|
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Awards:
|
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|
|
|
Grant Date
|
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|
|
|
|
Estimated Future Payouts Under
|
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Under
|
|
|
Number of
|
|
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Number of
|
|
|
Exercise or
|
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Fair Value
|
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|
|
|
|
Non-Equity Incentive Plan
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Equity
|
|
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Shares of
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Securities
|
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Base Price
|
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|
of Stock
|
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|
|
|
|
|
Awards(1)
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Incentive
|
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Stock or
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Underlying
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|
of Option
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and Option
|
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Grant
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Threshold
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Target
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Maximum
|
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Plan Awards
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Units
|
|
|
Options
|
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|
Awards
|
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|
Awards(2)
|
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Name
|
|
Date
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($)
|
|
|
($)
|
|
|
($)
|
|
|
Target
|
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(#)
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(#)
|
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($/Sh)
|
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|
($)
|
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|
John J. Hayes
|
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Gregory A. Clendenin
|
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|
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Edward M. Carriero, Jr.
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Frank Prestipino(3)
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8/14/2007
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25,000
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|
3.40
|
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58,175
|
|
Colin Mulford
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|
|
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152,121
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152,121
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304,241
|
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|
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|
|
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|
20
|
|
|
(1) |
|
The threshold, target and maximum plan award amounts in these
columns are derived from our Bonus Plan, as described in
CD&A on page 16. Actual payouts are set forth in the
Summary Compensation Table included above in this proxy
statement. |
|
(2) |
|
The grant date fair value of stock and option awards is
determined pursuant to SFAS 123R and represents the total
amount that we will expense in our financial statements over the
relevant vesting period. For information regarding the
assumptions made in calculating the amounts reflected in this
column, see Footnote 10 Stock Options, to our
audited financial statements for the year ended
September 30, 2007, included in our Annual Report on
Form 10-K
for the year ended September 30, 2007. |
|
(3) |
|
These stock options were granted under the 2004 Stock Option
Plan. The options vest over a 4 year period, 25% on an
annual basis, beginning on August 15, 2008. |
2004
Stock Option Plan
Effective as of February 4, 2005, our Board of Directors
and shareholders approved our 2004 Stock Plan. We reserved an
aggregate of 800,000 shares of common stock for issuance
under the this Plan which provides for the grants of stock
options (incentive and non-qualified), restricted stock,
restricted stock units, performance shares, performance units,
stock awards and other stock based awards to directors, officers
and key employees. During fiscal 2007, we granted an aggregate
of 60,000 options to our employees and directors, which include
a grant of 25,000 to one of our Named Executive Officers. On
August 31, 2007, we granted 25,000 options to Frank
Prestipino at an exercise price of $3.40 per share. These
options vest in equal installments on the first through four
anniversaries of the grant date and expire in ten years from the
grant date.
Outstanding
Equity Awards At Fiscal Year-End; Option Exercises and Stock
Vested
The following Outstanding Equity Awards at fiscal year end table
summarizes the holdings held by our Named Executive Officers as
of September 30, 2007.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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|
Equity Incentive
|
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|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Plan Awards:
|
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|
|
|
|
|
|
|
|
Securities
|
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|
Securities
|
|
|
Number of
|
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|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Securities
|
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|
Option
|
|
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|
|
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|
Unexercised
|
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|
Unexercised
|
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|
Underlying
|
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|
Exercise
|
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|
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|
|
Options
|
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|
Options
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Unexercised
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Price
|
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|
Option
|
|
Name
|
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Exercisable
|
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|
Unexercisable
|
|
|
Unearned Options
|
|
|
($)
|
|
|
Expiration Date
|
|
|
John J. Hayes
|
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|
83,333
|
|
|
|
83,334
|
|
|
|
|
|
|
$
|
5.00
|
|
|
|
11/16/2014
|
(1)
|
Gregory A. Clendenin
|
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|
23,812
|
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|
23,813
|
|
|
|
|
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|
$
|
11.40
|
|
|
|
06/0/7/2013
|
(2)
|
Edward M. Carriero, Jr.
|
|
|
4,375
|
|
|
|
13,125
|
|
|
|
|
|
|
$
|
6.09
|
|
|
|
02/06/2014
|
(3)
|
Frank Prestipino
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
3.40
|
|
|
|
08/12/2015
|
(4)
|
Colin Mulford
|
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|
$
|
|
|
|
|
|
|
|
|
|
(1) |
|
Options vested as to 75% of the underlying shares on
November 16, 2007, the remaining 25% vest on
November 16, 2008. |
|
(2) |
|
Options vested as to 50% of the underlying shares on
June 7, 2007, the remaining 50% vest as follows: 25% on
June 7, 2008 and 25% on June 7, 2009.
Mr. Clendenin resigned from the Company on October 29,
2007 and has until October 29, 2008 to exercise his 23,812
vested options. |
|
(3) |
|
Options vested as to 25% of the underlying shares on
February 6, 2007 and the remaining 75% vest as follows: 25%
on February 6, 2008, 25% on February 6, 2009 and 25%
on February 6, 2010. |
|
(4) |
|
Options vested as to 0% of the underlying shares on
August 14, 2007 and the remaining 100% vest as follows: 25%
on August 15, 2008, 25% on August 15, 2009, 25% on
August 15, 2010, and 25% on August 15, 2011. |
21
Option
Exercises and Stock Vested
During fiscal 2007, none of Our Named Executive Officers
exercised any stock options or other derivative securities and
no stock awards vested.
Pension
Benefits
None of our Named Executive Officers participate in or have
account balances in qualified or non-qualified defined pension
benefit plans sponsored by us.
Nonqualified
Deferred Compensation
None of our Named Executive Officers participate in or have
account balances in non-qualified defined contribution plans or
other deferred compensation plans maintained by us. The
Compensation Committee, which is comprised solely of outside
directors as defined for purposes of Section 162(m) of the
Internal Revenue Code, may elect to provide our officers and
other employees with non-qualified defined contribution or
deferred compensation benefits if the Compensation Committee
determines that doing so is in our best interests.
Potential
Payments Upon Termination or a Change in Control
John H. Hayes. Pursuant to his employment
agreement, if we terminate Mr. Hayes employment
agreement without cause or Mr. Hayes terminates his
employment agreement with good cause, we are required to pay
Mr. Hayes severance payments at the rate of his salary in
effect on the date of termination for two years plus the cost of
any premiums for any Company sponsored insurance policies (or
the cash equivalent) for a twenty four (24) month period.
Upon a change in control, all options previously granted to
Mr. Hayes will automatically vest and if he terminates his
employment with us with good cause within one year after a
change in control, he will be entitled to the two years of
severance payments. However, no transaction will be considered
to be a change in control for purposes of triggering these
severance obligations if the transaction involves a pest and
termite control services company or relates to any existing or
former business segment or division in which we operate, or if
the change in control is procured, directly or indirectly, by
Mr. Hayes, Richard C. Rochon, Mario B. Ferrari, Coconut
Palm, any then existing executive officer or director of us or
any former executive officer or director previously affiliated
with us during the six month period prior to the specified
change in control
and/or any
affiliates of the foregoing.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Benefits
|
|
|
|
|
Termination for
|
|
|
Termination not for
|
|
|
Termination for
|
|
|
|
|
and Potential Payments
|
|
|
|
|
Good Cause by the
|
|
|
Good Cause by the
|
|
|
Good Cause by the
|
|
|
Change in Control
|
|
Upon Termination
|
|
Voluntary Termination
|
|
|
Company
|
|
|
Company
|
|
|
Executive
|
|
|
for Good Cause
|
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
|
|
|
$
|
|
|
|
$
|
648,112
|
|
|
$
|
648,112
|
|
|
$
|
648,112
|
|
Bonus
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unvested & Accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Benefits and Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
28,908
|
|
|
$
|
28,908
|
|
|
$
|
28,908
|
|
Gregory Clendenin. During fiscal 2007, SSPH
had an employment agreement with Gregory Clendenin in which
either SSPH or Mr. Clendenin could terminate the agreement
upon 60 days prior notice. However, if we terminated the
employment agreement without cause, or Mr. Clendenin
terminated his employment agreement with good cause, we were
required to pay Mr. Clendenin severance payments at the
rate of his salary in effect on the date of termination for two
years plus any premiums for any Company sponsored insurance
policies (or the cash equivalent) for a twenty four month
period. Upon a change in control, all options previously granted
to Mr. Clendenin would automatically vest and if he
terminated his employment with us with cause within one year
after a change in control, he would be entitled to two years of
severance payments. However, no transaction would be considered
to be a change in control for purposes of triggering these
severance obligations if the
22
transaction involved a pest and termite control services company
or related to any existing or former business segment or
division in which we operated, or if the change in control were
procured, directly or indirectly, by Mr. Clendenin, Richard
C. Rochon, Mario B. Ferrari, Coconut Palm, any then existing
executive officer or director of us or any former executive
officer or director previously affiliated with us during the six
month period prior to the specified change in control
and/or any
affiliates of the foregoing, or the change in control related to
any collateral assignment of pledge of the stock
and/or
assets of SSPH to secure obligations of SSPH
and/or any
of its affiliates. In first quarter of 2008, we agreed to pay
Gregory Clendenin $168,000 over a six month period in certain
severance or consulting payments in connection with his
separation from us. See Separation Agreement and
Consulting Agreement with Gregory Clendenin. on
page 24.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination for
|
|
|
Termination not for
|
|
|
|
|
|
|
|
Executive Benefits
|
|
|
|
|
Good Cause
|
|
|
Good Cause
|
|
|
Termination for
|
|
|
|
|
and Potential Payments
|
|
|
|
|
by the
|
|
|
by the
|
|
|
Good Cause by the
|
|
|
Change in Control
|
|
Upon Termination
|
|
Voluntary Termination
|
|
|
Company
|
|
|
Company
|
|
|
Executive
|
|
|
for Good Cause
|
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
|
|
|
$
|
|
|
|
$
|
610,392
|
|
|
$
|
610,392
|
|
|
$
|
610,392
|
|
Bonus
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unvested & Accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Benefits and Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
28,908
|
|
|
$
|
28,908
|
|
|
$
|
28,908
|
|
Colin Mulford. Pursuant to his employment
agreement, if Telecom FM terminates Mr. Mulfords
employment agreement without cause and without giving
Mr. Mulford one year prior written notice, it is required
to pay Mr. Mulford a severance payment equal to one years
salary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Benefits
|
|
|
|
|
Termination for
|
|
|
Termination not for
|
|
|
Termination for
|
|
|
|
|
and Potential Payments
|
|
|
|
|
Cause by the
|
|
|
Cause by the
|
|
|
Good Cause by the
|
|
|
Change in Control
|
|
Upon Termination
|
|
Voluntary Termination
|
|
|
Company
|
|
|
Company
|
|
|
Executive
|
|
|
for Good Cause
|
|
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
$
|
|
|
|
$
|
|
|
|
$
|
309,241
|
|
|
$
|
|
|
|
$
|
|
|
Bonus
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unvested & Accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Benefits and Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Non-compete, non-solicitation and non-disclosure
agreement. As a condition to Mr. Hayes and
Mr. Clendenins entitlement to receive the base salary
amounts and equity award acceleration referenced in the tables
above, each is bound by the terms of his non-competition
agreement which prohibits him from working in the lawn care and
pest control services industries during certain non-competition
periods. The non-competition period for Mr. Hayes is two
years after the date on which his employment with the Company is
terminated and Mr. Clendenins non-competition period
expires on June 6, 2010. During these non-competition
periods, each of Mr. Hayes and Mr. Clendenin is also
prohibited from soliciting directly for himself or for any third
person any employees or former employees of the Company, unless
the employees have not been employed by the Company for a period
in excess of six months and from disclosing any confidential
information that either Mr. Hayes or Mr. Clendenin
learned about the Company during his employment.
As a condition to Mr. Mulfords entitlement to receive
the base salary amounts referenced in the table above, he is
bound by the terms of his non-competition agreement which
prohibits him from working in the telecommunications field for a
period of one year after the termination date of his employment.
During this non-competition
23
period, Mr. Mulford is prohibited from soliciting directly
for himself or for any third persons any customers, suppliers or
employees of Telecom FM or any associated companies.
Separation
Agreement and Consulting Agreement with Gregory
Clendenin
In connection with Mr. Clendenins resignation as the
CEO of Middleton and SSPH, we entered into a separation and
release agreement (Separation Agreement) with him,
effective as of October 29, 2007. Under the Separation
Agreement, we agreed to pay Mr. Clendenin a severance
payment equal to $91,500, which will be payable over a six month
period in accordance with the Companys normal payroll
practices. The Separation Agreement provides that
Mr. Clendenin will have 12 months to exercise his
23,812 vested options, which is consistent with the terms of the
our 2004 Stock Plan. In exchange, Mr. Clendenin is
(i) waiving any claim that he may have against the Company,
Middleton, Sunair Pest Services or any affiliated companies in
connection with his employment and (ii) acknowledging that
certain obligations under (a) his employment agreement with
the Company dated June 7, 2005 and (b) the Stock
Purchase Agreement (Stock Purchase Agreement) dated
June 7, 2005 by and among the Company, Mr. Clendenin,
Mr. Steinmetz and certain trusts associated with
Mr. Clendenin and Mr. Steinmetz, which by their terms
survive the closing of the Stock Purchase Agreement, continue to
apply to him. These obligations include, but are not limited to,
Mr. Clendenins covenant not to compete against the
Company and not to solicit or hire current or former employees
of the Company until the restricted period expires on
June 6, 2010, his covenant regarding the non-disclosure of
confidential information and the return of confidential
materials to the Company.
In addition, we have entered into a consulting agreement
(Consulting Agreement) with Mr. Clendenin,
effective as of October 29, 2007, in which
Mr. Clendenin has agreed to provide consulting services to
the Company during the twelve month period (the
Term) after his resignation. We will pay
Mr. Clendenin an aggregate of $76,500 for consulting
services under the Consulting Agreement, which will be payable
over the first six (6) months of the Term.
Mr. Clendenin will provide consulting services in areas of
his expertise, which includes the pest control and lawn care
industry, or any matters in which he was involved when employed
by the Company. His consulting services will not exceed twenty
(20) hours per week during the first six months of the Term
and shall not exceed ten (10) hours per week during the
second six (6) months of the Term.
24
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Family
Relationships
There is no family relationship between or among any of our
directors and executive officers.
Related
Transactions
As described under the caption Certain Voting
Arrangements on
page 14-15,
between August 31, 2005 and December 20, 2006, one of
our shareholders, Coconut Palm distributed an aggregate of
4,769,600 shares of our common stock plus warrants to
purchase 4,102,932 additional shares of common stock to certain
of its limited partners in exchange for the redemption of their
respective limited partnership interests. In accordance with
Coconut Palms limited partnership agreement, Coconut
Palms limited partners who had requested redemption paid
to Coconut Palm an aggregate of $27,750 for legal fees incurred
by Coconut Palm in connection with the redemption of the limited
partnership interests. Coconut Palms limited partners
include Messrs. Brauser, Ferrari, Hayes, Rochon and
Schmitt. In connection with the distributions of shares, Coconut
Palms limited partners granted to Coconut Palm, Inc., the
general partner of Coconut Palm, a proxy to vote, in its sole
discretion, a significant portion of the securities owned by the
limited partners at any meeting of the Companys
shareholders, as well as in any action by written consent of the
Companys shareholders.
Effective upon the closing of the Coconut Palm transaction,
which is described upon the caption Change in
Control beginning on page 15, we entered into a
management services agreement (Management Services
Agreement) with an affiliate of Coconut Palm, RPC
Financial Advisors, LLC (RPC) for a period of three
years, which was amended on March 31, 2006. In fiscal 2007,
we paid RPC a management fee in the aggregate amount of
$1,562,500 per year. Richard C. Rochon and Mario B. Ferrari,
both of whom are affiliates of Coconut Palm and each of whom are
members of our Board of Directors and principal shareholders of
our company, are also affiliates of RPC.
On January 7, 2008, the Company entered into a management
services agreement (the Amended Management Services
Agreement) with RPC, which supersedes and replaces the
prior Management Services Agreement. The Amended Management
Services Agreement will be for a term of three years, commencing
on February 8, 2008 and expiring on February 7, 2011.
The Company will pay RPC a monthly management fee equal to one
(1%) of the monthly gross revenues of the Company, which will be
payable monthly based on the average monthly revenues of the
preceding quarter. RPC will also receive a transaction fee of up
to 2% of the Aggregate Consideration receive by the Company in a
Transaction (as such capitalized terms are defined in the
Management Services Agreement). Pursuant to the Management
Services Agreement, RPC will provide the Company with services
similar to those provided in the Previous Management Services
Agreement. After the initial term of three years, the Management
Services Agreement will automatically renew for successive one
year terms, unless either RPC or the Company terminates the
agreement upon 30 days notice.
On June 7, 2005, our subsidiary, SSPH, acquired all of the
outstanding stock of Middleton from the Middleton shareholders.
The aggregate consideration paid consisted of:
(i) $35.0 million in cash; (ii) $5.0 million
in the form of a subordinated promissory note; and
(iii) 1,028,807 shares of our common stock
(collectively, the Transaction Consideration). The
Transaction Consideration was allocated pro rata among the
shareholders of Middleton. As shareholders of Middleton, a trust
controlled by Gregory Clendenin (Clendenin Trust)
received 205,761 shares of our common stock,
$7.0 million in cash and $1.0 million principal amount
of a subordinated note and Charles Steinmetz and certain
irrevocable family trusts (collectively, the Steinmetz
Trusts) received 823,046 shares of our common stock,
$28.0 million cash and $4.0 million principal amount
of a subordinated promissory note in exchange for their shares
of Middleton in connection with the acquisition. In connection
with the completion of the acquisition of Middleton,
Mr. Clendenin became the CEO of Sunair Pest Holdings and
Middleton and Mr. Steinmetz became a director of our
Company. The subordinated note bears interest at an annual rate
equal to the prime rate as reported from time to time in the
Wall Street Journal. During the fiscal year ended
September 30, 2007, the Steinmetz Trusts and the Clendenin
Trust were paid an aggregate of $331,205 and $82,801 in
interest, respectively. As previously noted, effective as of
October 29, 2007, Mr. Clendenin resigned as the Chief
Executive of Sunair Pest Holdings and Middleton.
25
On September 8, 2006, we completed the sale of
substantially all of the assets of Sunair Communications, Inc.
(Sunair Communications), our wholly-owned subsidiary
through which we previously operated our high frequency single
sideband communication business, to Sunair Holdings, LLC, a
Florida limited liability company (Sunair Holdings).
The aggregate consideration received by us consisted of
$3.7 million in cash and $2.0 million in the form of a
three year subordinated promissory note issued by Sunair
Holdings and made payable to Sunair Communications. Effective
upon the closing, Synnott B. Durham resigned as our Chief
Financial Officer and an officer and director of Sunair
Communications, and James E. Laurent resigned as an officer and
director of Sunair Communications. Messrs. Durham and
Laurent are also affiliates of Sunair Holdings. As affiliates of
Sunair Holdings, Messrs. Durham and Laurent have jointly
and severally guaranteed the payment of the promissory note. In
connection with the sale, we also repurchased from
Mr. Durham 17,000 shares of our common stock, and we
repurchased from Mr. Laurent 36,000 shares of our
common stock. The proceeds were credited toward the cash portion
of the purchase price at the closing. The purchase price for the
repurchased shares was determined by multiplying the number of
shares by the average closing price of a share of our common
stock as reported on the AMEX for the 30 consecutive trading day
period ending the second trading day immediately prior to the
closing.
Policies
and Procedures Regarding Review, Approval or Ratification of
Related Person Transactions
In accordance with our Audit Committee Charter, our Audit
Committee is responsible for reviewing and approving the terms
and conditions of all related party transactions. Any material
financial transaction with one of our officers or directors or
their immediate family members would need to be approved by our
Audit Committee prior to us entering into such transaction. A
report is made to our Audit Committee annually disclosing all
related parties that are employed by us and related parties that
are employed by other companies that we had a material
relationship with during that year, if any.
INDEPENDENT
PUBLIC ACCOUNTANTS
The firm of Berenfeld Spritzer Shechter & Sheer was
designated by our Board of Directors to audit the financial
statements of our Company and our subsidiaries for the fiscal
year ended September 30, 2007. The firm and its
predecessor, Puritz & Weintraub, has been our
independent public accountants since 1985.
Representatives of Berenfeld Spritzer Shechter & Sheer
are expected to be present at the Annual Meeting. They will have
an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions.
The Audit Committee pre-approves the engagement of Berenfeld
Spritzer Shechter & Sheer for all professional
services. The pre-approval process generally involves the full
Audit Committee evaluating and approving the particular
engagement prior to the commencement of services.
Audit
Fees
The following table presents fees for professional services
rendered by our independent registered public accounting firms,
Berenfeld, Spritzer, Shechter & Sheer
(BSS&S) for the audit of our annual
consolidated financial statements for the years ended
September 30, 2007 and 2006, together with fees billed for
other services rendered by the firms during those periods.
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2007
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2006
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Audit Fee
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$
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325,290
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$
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457,000
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Audit-Related Fees
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62,233
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Tax Fees
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45,260
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All Other Fees
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87,780
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Total Fees
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$
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520,563
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$
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457,000
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Audit fees consist principally of the audit of the consolidation
financial statements included in our annual report on
Form 10-K
and the review of the interim condensed consolidation financial
statements included in our quarterly reports on
Form 10-Q. |
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Audit-related fees include audit of our 401k plan, review of our
8-K filings,
proxy statement, and reviews and audits related to acquisitions
and dispositions. |
Audit-Related
Fees; Tax Fees; Financial Information Systems Design and
Implementation Fees; All Other Fees
All audit-related services, tax services and other services were
pre-approved by the Audit Committee, which concluded that the
provision of these services by BSS&S was compatible with
the maintenance of the firms independence in the conduct
of auditing functions. The Audit Committees charter
provides the Audit Committee with authority to pre-approve all
audit and allowable non-audit services to be provided to us by
our external auditors.
In its performance of these responsibilities, prior approval of
some non-audit services is not required if:
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these services involve no more than 5% of the fees paid by us to
our auditors during the fiscal year; |
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these services were not recognized by us to be non-audit
services at the time of the audit engagement; and |
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(iii) |
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these services are promptly brought to the attention of the
Audit Committee and are approved by the Audit Committee prior to
completion of the audit for that fiscal year. |
The Audit Committee annually reviews the performance of its
independent registered public accounting firm and the fees
charged for its services.
The Audit Committee of our board of directors has considered
whether the provision of the above-described services is
compatible with maintaining BSS&Ss independence and
believes the provision of such services is not incompatible with
maintaining this independence.
OTHER
BUSINESS
Our Board of Directors knows of no other business to be brought
before the Annual Meeting. If, however, any other business
should properly come before the Annual Meeting, the persons
named in the accompanying proxy will vote proxies as in their
discretion they may deem appropriate, unless they are directed
by a proxy to do otherwise. Discretionary authority to vote on
such matters is conferred only by the granting of such proxies.
A copy of our Annual Report on
Form 10-K
for the fiscal year ended September 30, 2007, except for
the exhibits, accompanies this proxy statement and is
incorporated in this proxy statement by reference. Upon request,
we will provide copies of the exhibits to the Annual Report on
Form 10-K
at no additional cost. All requests should be directed to our
Corporate Secretary
c/o Sunair
Services Corporation, 595 South Federal Highway, Suite 500,
Boca Raton, Florida 33432.
27
INFORMATION
CONCERNING SHAREHOLDER PROPOSALS
The deadline by which shareholder proposals must be submitted
for inclusion in our proxy statement for our next Annual meeting
of Shareholders is September 8, 2008, under
Rule 14a-8
of the Securities and Exchange Act of 1934. Additionally, we
must receive notice of any shareholder proposal to be submitted
at the next Annual Meeting of Shareholders (but not required to
be included in our proxy statement for that meeting) by
November 22, 2008, or such proposal will be considered
untimely pursuant to
Rule 14a-5(e)
under the Securities Exchange Act of 1934 and persons named in
the proxies solicited by management may exercise discretionary
voting authority with respect to such proposal.
By Order of the Board of Directors,
John J. Hayes
President and Chief Executive Officer
Boca Raton, Florida
January 30, 2008
28
ANNUAL MEETING OF SHAREHOLDERS OF
SUNAIR SERVICES CORPORATION
February 21, 2008
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
o Please detach along perforated line and mail in the envelope provided. o
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE o
1. PROPOSAL 1: To elect the six nominees listed in the Proxy Statement to the Companys Board
of Directors, each to serve until the next Annual Meeting of Shareholders or until their successors
have been duly elected and qualified.
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NOMINEES: |
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FOR ALL NOMINEES
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Joseph S. DiMartino |
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WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
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Mario B. Ferrari
Arnold Heggestad, Ph.D.
Steven P. Oppenheim
Richard C. Rochon
Charles P. Steinmetz |
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INSTRUCTION:
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To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT
and fill in the circle next to each nominee you wish to withhold, as shown here: o |
To change the address on your account, please check the box at right and indicate your new address in the address
space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o
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AGAINST |
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ABSTAIN |
2.
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PROPOSAL 2: To act upon such other business as may
properly come before the Annual Meeting and any
and all adjournments or postponements thereof.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS.
The undersigned hereby revokes any proxy or proxies heretofore given, and ratifies and confirms
that the proxies appointed hereby, or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof. The undersigned hereby acknowledges receipt of a copy of
the Notice of Annual Meeting of Shareholders and Proxy Statement, both dated January 30, 2008, and
the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2007.
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Signature of
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Date:
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Signature of
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Date: |
Shareholder
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Shareholder |
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Note: |
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Please sign exactly as your name or names appear on this Proxy.
When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person. |
SUNAIR SERVICES CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 21, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby appoint EDWARD M. CARRIERO, JR. and JOHN J. HAYES, and each of them,
the true and lawful attorneys and proxies with full power of substitution, for and in the name,
place and stead of the undersigned, to vote all of the shares of common stock of SUNAIR SERVICES
CORPORATION (Company), which the undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders to be held on February 21, 2008, at 11:00 a.m., local time, at
the Hilton Hotel, 100 Fairway Drive, Deerfield Beach, Florida, 33441, and at any adjournment(s), or
postponement(s) thereof.
(Continued and to be signed on the reverse side.)