UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 2008
SUNAIR SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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1-04334
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59-0780772 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
595 South Federal Highway
Suite 500
Boca Raton, FL 33432
(Address of Principal Executive Office) (Zip Code)
(561) 208-7400
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c)) |
Item 8.01 Other Events
In August 2008, the Company engaged in discussions with respect to a possible business
transaction. The Company formed a special committee composed of three (3) of the independent
members of its Board of Directors and hired an independent financial advisor to evaluate any
possible offer. In September 2008, Massey Services, Inc. presented the Company with a non-binding
acquisition term sheet in which it offered to buy all of the Companys issued and outstanding
common stock, subject to its receipt of financing, and several other conditions. The special
committee, after a thorough review of the offer and in consultation with its independent financial
advisor, rejected the offer because of the unacceptable conditions and its determination that the
offer did not provide sufficient value for the Companys shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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SUNAIR SERVICES CORPORATION
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Date: October 1, 2008 |
By: |
/s/ Jack I. Ruff
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Jack I. Ruff |
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Chief Executive Officer |
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