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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDEMENT 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, 2002
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
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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
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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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates
on February 24, 2003, was $392,315,753 based on the closing price on the New
York Stock Exchange on such date of $20.67 per share.
Rollins, Inc. had 44,859,646 shares of Common Stock outstanding as of February
24, 2003.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Explanatory Note: The purpose of this amendment is to amend Item 15 of the
registrant's Form 10-K for the year ended December 31, 2002, in order to add
Exhibit 13.
PART IV
Item 15. 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.
(10) (d) Lease Agreement dated July 1, 2002 between Rollins
Continental, Inc. and Rollins Ranch, a division of LOR, Inc.
incorporated herein by reference as filed with its Form 10-Q
for the quarter ended September 30, 2002 filed on November
14, 2002.
(10) (e)* Stock Option Agreement dated January 22, 2002 for
Gary W. Rollins, Chief Executive Officer, President and
Chief Operating Officer.
(10) (f)* Closing Statement dated October 31, 2002 between
Rollins Continental, Inc. and RTC, LLC, a company controlled
by R. Randall Rollins, Chairman of the Board of Rollins,
Inc.
(b) Reports on Form 8-K.
1. No reports on Form 8-K were required to be filed during the
fourth quarter of calendar year 2002.
(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.
(iv)* Amendment to the By-laws of Rollins, Inc. is
incorporated herein by reference to Exhibit (3)(iv) as filed
with its Form 10-K for the year ended December 31, 2002.
(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.
(10) (d) Lease Agreement dated July 1, 2002 between Rollins
Continental, Inc. and Rollins Ranch, a division of LOR, Inc.
incorporated herein by reference as filed with its Form 10-Q
for the quarter ended September 30, 2002 filed on November
14, 2002.
(10) (e)* Stock Option Agreement dated January 22, 2002 for
Gary W. Rollins, Chief Executive Officer, President and
Chief Operating Officer.
(10) (f)* Closing Statement dated October 31, 2002 between
Rollins Continental, Inc. and RTC, LLC, a company controlled
by R. Randall Rollins, Chairman of the Board of Rollins,
Inc.
(13)** Portions of the Annual Report to Stockholders for the
year ended December 31, 2002.
(21)* Subsidiaries of Registrant.
(23)* Consent of Ernst & Young LLP, Independent Auditors.
(24)* Powers of Attorney for Directors.
(99.1)** Certification of Periodic Financial Reports.
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* 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/ GARY W. ROLLINS By: /s/ HARRY J. CYNKUS
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Gary W. Rollins Harry J. Cynkus
Chief Executive Officer, Chief Financial Officer
President and Chief Operating and Treasurer
Officer (Principal Financial and
(Principal Executive Officer) Accounting Officer)
Date: May 2, 2003 Date: May 2, 2003
Certifications
I, Gary W. Rollins, Chief Executive Officer, President and Chief Operating
Officer of Rollins, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Rollins, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 2, 2003 By: /s/ GARY W. ROLLINS
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Gary W. Rollins
Chief Executive Officer, President
and Chief Operating Officer
(Member of the Board of Directors)
I, Harry J. Cynkus, Chief Financial Officer and Treasurer of Rollins, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K/A of Rollins, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 2, 2003 By: /s/ HARRY J. CYNKUS
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Harry J. Cynkus
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)