UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
SUNAIR SERVICES CORPORATION
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Not Applicable
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Not Applicable
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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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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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EXPLANATORY NOTE
Sunair Services Corporation (Sunair) filed a definitive proxy statement (Proxy Statement)
with the Securities and Exchange Commission (SEC) on January 28, 2009 relating to the election of
seven members to its Board of Directors, who are named on pages 4-5 of the Proxy Statement (the
Proposal). On February 5, 2009, Sunair issued a press release in which it addressed certain
issues raised in Information Statement on Schedule 14C and Schedule 13D filing which Michael
Brauser, Michael Herman, Dru Schmitt and two other persons filed with the SEC on February 2,
2009. To the extent this press release may be deemed to soliciting material under Rule 14a-6 of the
Exchange Act of 1934, Sunair is filing a copy of this press release under cover of Schedule 14A.
INVESTORS AND SECURITY HOLDERS OF SUNAIR ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS CONTAIN,
OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT SUNAIR AND THE PROPOSAL. The Proxy Statement was
mailed to Sunairs holders of record as of January 28, 2009. Investors and security holders may
also obtain a free copy of the Proxy Statement, and other documents filed by Sunair with the SEC,
at the SECs web site at http://www.sec.gov. The Proxy Statement is also available at
http://www.amstock.com/ProxyServices/ViewMaterials.asp. Free copies of Sunairs filings may also be
obtained by directing a request to Sunair Services Corporation, 595 South Federal Highway, Suite
500, Boca Raton, FL 33432, Attention: Corporate Secretary
On February 5, 2009, Sunair issued the following press release.
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Sunair Services Corporation
Boca Raton, FL February 5, 2009 Sunair Services Corporation (AMEX: SNR) has reviewed the Information Statement on Schedule 14C and
Schedule 13D filing which Michael Brauser, Michael Herman and Dru Schmitt (the Group) filed with
the Securities and Exchange Commission on February 2, 2009. Sunair believes that the Information
Statement and Schedule 13D filing contain numerous false and misleading statements and it intends
on taking appropriate action to correct these misstatements.
Based on the Information Statement which was filed on February 2, 2009, it appears that the Group
may not have the votes that are required to remove Sunairs current Board members (except Charles
Steinmetz) and replace them with the Groups nominees. To attempt to obtain the required votes,
Sunair believes that the Group may be engaging in an unauthorized solicitation of proxies in
violation of Section 14 of the Exchange Act. Shareholders should also be advised that Charles
Steinmetz has stated that he will not execute a written consent to remove the current Board. Mr.
Steinmetz was the majority owner of Middleton Pest Control from 1977 until it was purchased by
Sunair in July 2005 and has served as a member of the Board of Directors since that time.
The Group implies in the Schedule 13D filed on February 2, 2009 that Sunair received a definitive
offer from Massey Services which would have resulted in each Sunair shareholder receiving $3.00 per
share. This statement is inaccurate and misleading. Sunair and Massey had not agreed on
definitive terms for the transaction and the offer was contingent on several items, including
financing.
Sunair believes that Mr. Brauser favors a transaction with Massey Services, as opposed to other
potential purchasers, because he would receive a $1 million consulting fee from Massey Services if
the transaction closes. Sunair wishes to maximize value for all of its shareholders (not just Mr.
Brauser) and has therefore retained Hyde Park Capital, a well respected investment banking firm, to
assist it in exploring the best strategic options for the company.
Finally, we note that Sunairs financial performance has improved significantly since Jack Ruff was
appointed CEO in July 2008. Mr. Ruff has made numerous changes to Sunairs operations which
significantly reduced our losses from continuing operations. Sunair incurred a loss from
continuing operations of $(411,916) for the fiscal fourth quarter ending September 30, 2008, or
$(0.03) per basic and diluted share, compared to a loss of $(2,956,993) for the same quarter last
year, or $(0.22) per basic and diluted share. In addition, the last of our legacy business has
been sold allowing management to focus solely on the pest control and lawn care business.
ABOUT SUNAIR
Sunair Services Corporation, a Florida corporation, through its wholly owned subsidiary, Middleton
Pest Control, Inc., with headquarters located in Orlando, Florida, provides pest control and lawn
care services to both residential and commercial customers. Middleton provides essential pest
control services and protection against termites and insects to homes
and businesses. In addition, Middleton supplies lawn care services to homes and businesses, which
includes fertilization treatments and protection against disease, weeds and insects for lawns and
shrubs. For more information about Sunair, please visit http://www.sunairservices.com.