- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file No. 1-4422
----------------------------
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0068479
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 888-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of each class Exchange on which registered
-------------------------- -----------------------------------
Common Stock, $1 Par Value The New York Stock Exchange
The Pacific Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates
on February 26, 2002, was $282,498,380 based on the closing price on the New
York Stock Exchange on such date of $20.00 per share.
Rollins, Inc. had 30,160,062 shares of Common Stock outstanding as of February
26, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
None.
- -------------------------------------------------------------------------------
Explanatory Note: The undersigned registrant hereby amends its Form 10-K for the
year ended December 31, 2001. This Amendment No. 1 on Form 10-K/A is being filed
to include, as Exhibit 99c, a letter to the Commission that the registrant has
received the required representations from its independent auditors, Arthur
Anderson LLP, as required under Temporary Final Rule and Final Rule:
Requirements for Arthur Andersen LLP Auditing Clients, Temporary Note 3T,
effective March 18, 2002.
The registrant hereby amends Item 14 of the Form 10-K as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Consolidated Financial Statements, Financial Statement Schedule
and Exhibits.
1. Consolidated financial statements listed in the accompanying
Index to Consolidated Financial Statements and Schedule are
filed as part of this report.
2. The financial statement schedule listed in the accompanying
Index to Consolidated Financial Statements and Schedule is
filed as part of this report.
3. Exhibits listed in the accompanying Index to Exhibits are filed
as part of this report. The following such exhibits are
management contracts or compensatory plans or arrangements:
(10) (a) Rollins, Inc. 1984 Employee Incentive Stock Option
Plan is incorporated herein by reference to Exhibit 10
as filed with its Form 10-K for the year ended December
31, 1996.
(10) (b) Rollins, Inc. 1994 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit (10)(b) as
filed with its Form 10-K for the year ended December
31, 1999.
(10) (c) Rollins, Inc. 1998 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit A of the
March 24, 1998 Proxy Statement for the Annual Meeting
of Stockholders held on April 28, 1998.
(b) Reports on Form 8-K.
1. No reports on Form 8-K were filed or were required to be filed
during the fourth quarter of calendar year 2001.
(c) Exhibits (inclusive of item 3 above):
(2) (a) Asset Purchase Agreement by and between Orkin
Exterminating Company, Inc. and PRISM Integrated
Sanitation Management, Inc. is incorporated herein
by reference to Exhibit (2) as filed with its Form
10-Q filed on August 16, 1999.
(b) Stock Purchase Agreement as of September 30, 1999, by
and among Orkin Canada, Inc., Orkin Expansion, Inc.,
S.C. Johnson Commercial Markets, Inc., and S.C.
Johnson Professional, Inc. is incorporated herein by
reference to Exhibit (2)(b) as filed with its Form
10-K for the year ended December 31, 1999.
(c) Asset Purchase Agreement as of October 19, 1999 by and
between Orkin Exterminating Company, Inc., Redd Pest
Control Company, Inc., and Richard L. Redd is
incorporated herein by reference to Exhibit (2)(c) as
filed with its Form 10-K for the year ended December
31, 1999.
(d) First Amendment to Asset Purchase Agreement dated as of
December 1, 1999, by and among Orkin Exterminating
Company, Inc., Redd Pest Control Company, Inc. and
Richard L. Redd is incorporated herein by reference to
Exhibit (2)(d) as filed with its Form 10-K for the year
ended December 31, 1999.
(e) Asset Purchase Agreement, dated as of October 1, 1997,
by and among Rollins, Ameritech Monitoring Services,
Inc. and Ameritech Corporation is incorporated herein
by reference to Exhibit 2.1 as filed with its Form 8-K
Current Report filed October 16, 1997.
(3) (i) Restated Certificate of Incorporation of Rollins, Inc.
is incorporated herein by reference to Exhibit (3)(i)
as filed with its Form 10-K for the year ended December
31, 1997.
(ii) By-laws of Rollins, Inc. are incorporated herein by
reference to Exhibit (3) (ii) as filed with its Form
10-Q for the quarterly period ended March 31, 1999.
(iii) Amendment to the By-laws of Rollins, Inc. is
incorporated herein by reference to Exhibit (3)(iii)
as filed with its Form 10-Q for the quarterly period
ended March 31, 2001.
(4) Form of Common Stock Certificate of Rollins, Inc. is
incorporated herein by reference to Exhibit (4) as
filed with its Form 10-K for the year ended December
31, 1998.
(10) (a) Rollins, Inc. 1984 Employee Incentive Stock Option Plan
is incorporated herein by reference to Exhibit (10) as
filed with its Form 10-K for the year ended December
31, 1996.
(10) (b) Rollins, Inc. 1994 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit (10)(b)
as filed with its Form 10-K for the year ended December
31, 1999.
(10) (c) Rollins, Inc. 1998 Employee Stock Incentive Plan is
incorporated herein by reference to Exhibit A of the
March 24, 1998 Proxy Statement for the Annual Meeting
of Stockholders held on April 28, 1998.
(13) Portions of the Annual Report to Stockholders for the
year ended December 31, 2001 which are specifically
incorporated herein by reference.
(21)* Subsidiaries of Registrant.
(23)* Consent of Independent Public Accountants
(24)* Powers of Attorney for Directors.
(99) (a)*The financial statements and exhibits required by Form
11-K with respect to the Rollins 401(k) Plan for fiscal
years ended December 31, 2001 and 2000 and the
auditors' report thereon.
(99) (b)*Consent of Independent Public Accountants with respect
to Form 10-K for the Rollins 401(k) Plan.
(99)(c)**Letter from the Company to the SEC with respect to
representations received from Arthur Andersen LLP.
-------------------
* Previously filed.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROLLINS, INC.
By: /s/ HARRY J. CYNKUS
----------------------
Harry J. Cynkus
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
Date: March 28, 2002