DEFA14A
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
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o Preliminary proxy statement
o Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
o Definitive proxy statement
þ 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)
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Date Filed:
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SUNAIR SERVICES CORPORATION
595 SOUTH FEDERAL HIGHWAY, SUITE 500
BOCA RATON, FLORIDA 33432
SUPPLEMENT TO PROXY STATEMENT
On January 28, 2009, Sunair Services Corporation (we, us or the Company) filed with the
U.S. Securities and Exchange Commission (SEC) and mailed on February 2, 2009 to each shareholder
entitled to vote at our 2009 Annual Meeting a definitive proxy statement (the Proxy Statement), a
proxy card and our Annual Report on Form 10-K for our fiscal year ended September 30, 2008. The
2009 Annual Meeting will be held on March 18, 2009 at 11:00 a.m., Eastern time, at the Hilton
Hotel, 100 Fairway Drive, Deerfield Beach, Florida 334411. At our 2009 Annual Meeting, our
shareholders will be voting to elect seven (7) members to our Board of Directors who are named on
pages 4-5 of our Proxy Statement, each to serve until the next Annual Meeting of Shareholders or
until their successors have been duly elected and qualified. This
supplement dated February 18, 2009 (Supplement) to our
Proxy Statement is intended to provide you with additional information about (a) voting for
substitute nominees and (b) the proxy agreements granted to
Coconut Palm Capital Investors II, Ltd.
(Coconut Palm) by its limited partners.
No Voting for Substitute Nominees page 4 of the Proxy Statement
On page 4 of the Proxy Statement, please delete the third paragraph under the caption
Proposal No. 1 Election of Directors, which is as follows:
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.
Under the Exchange Act of 1934, the existence of an alternative nominee to the Board is
considered to be material to a security holders voting decision. Consequently, the Company will
not use any proxies delivered to it by the Companys shareholders to vote for any persons that are
not named in the Proxy Statement or any supplement to the Proxy Statement. If the Company were to
nominate a person to serve on its Board of Directors at the 2009 Annual Meeting who is not
currently named in the Proxy Statement, it would send its shareholders (i) a revised proxy
statement or supplement which contains biographical and other information about the new nominee
which is required by the applicable SEC laws and regulations and (ii) a revised proxy card.
Coconut Palms Beneficial Ownership and Irrevocable Proxy granted to Coconut Palm by its
Limited Partners
In an information statement filed by Michael Brauser, Dru Schmitt and Michael Herman (the
Group or Dissident Group) with the SEC on February 2, 2009, the Group states that Sunairs
Proxy Statement reference to Coconut Palms beneficial ownership of 9,914,700 shares of the
Companys common stock, which includes 5,000,000 shares of common stock underlying warrants, may
not be correct and questions the validity of the proxy granted to Coconut Palm. The Dissident
Group believes the irrevocable proxy granted to Coconut Palm is not valid and therefore this number
may overstate the number of shares beneficially owned by Coconut Palm to the extent it includes
shares and warrants owned by Michael Brauser, Dru Schmitt, Gregory Sturgis and Leon Brauser. The
Coconut Palm partnership agreement provides that a limited partner must sign an irrevocable proxy
in favor of Coconut Palm (Coconut Palm Proxy) upon redemption of a limited partnership interest.
Based on the Companys records, the number of shares owned by members of the Dissident Group
which are subject to the Coconut Palm Proxy is as follows: Michael Brauser and Betsy Brauser, as
tenants by the entireties 600,000 shares; SIG Investment Group, LLC 400,000 shares, the Joseph
Q. DiMartini Revocable Trust UTA dated February 6, 1998 150,000 shares, Joseph Q. DiMartini 2002
Irrevocable Trust 50,000 shares and the Dru Schmitt Revocable Trust U/A 10/27/97 600,000
shares. The Company believes that Gregory Sturgis and Leon Brauser are or were members of SIG
Investment Group, LLC and received their shares from this entity.
The Company believes the Coconut Palm Proxy is valid and disagrees with the Dissident Groups
position. Section 607.0724 of the Florida Business Corporation Act (FBCA) provides that an
issuer acting in good faith, is authorized to determine the validity of a proxy appointment.
Accordingly, pursuant to the FBCA, the Company is the initial entity responsible for determining
the validity of the Coconut Palm Proxy.
Adverse Consequences if the Dissident Group Obtains the Required Consents
In the Information Statement that the Dissident Group filed with the SEC on February 2, 2009,
they seek to remove six of the seven members of the Companys current Board of Directors and
replace them with their nominees. If the Dissident Group is successful, it would result in the
removal of six members of a highly competent and experienced Board of Director and replacement of
them with a Board with minimal experience serving as directors of a public company. The depth of
the current Board of Directors is clear by review of their experience. Two of the members, Dr.
Arnold Heggestad and Steven P. Oppenheim, Esq., have served on the Companys Board since March
2003 and January 2004, respectively. Both agreed to continue their service to the Company after
Coconut Palms investment in the Company, have detailed knowledge of the Companys business and are
financial experts serving on the Companys audit committee. 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. Mr. Oppenheim is the President and owner of Oppenheim &
Associates provides strategic planning to international clients. 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 a Director of the
French-American Chamber of Commerce, Italy-America Chamber of Commerce, and European-American
Chamber of Commerce.
In
addition, four of our directors, Joseph DiMartino, Robert Griffin,
Richard Rochon and Mario Ferrari have
extensive experience serving on the Boards of public companies. 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. Mr. Griffin, who also serves on our Audit Committee, has held numerous positions of
responsibility in the financial sector, including Head of Investment Banking, Americas and
Management Committee Member for Barclays Capital from 2000 to 2002, and prior to that as the
Global Head of Financial Sponsor Coverage for Bank of America Securities from 1998 to 2000 and
Group Executive Vice President of Bank of America from 1997 to 1998. Mr. Griffin also currently
serves as a Director of Builders FirstSource, Inc. and Commercial Vehicle Group, Inc., and serves
on their audit committees. Mr. Rochon 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. Finally, Mr. Ferrari has served 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.
The remaining director, Mr. Charles P. Steinmetz is one of the most respected people in the
pest control industry. 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.
The impact of the Dissident Groups consent will result in the disruption of the positive
working relationship between the Board of Directors and current management which has a coherent
strategy to operate during this challenging economic period. The 13Ds filed by the Dissident Group
provide that the Dissident Group seeks to cause the Company to be sold. The Board has retained
Hyde Park Capital, a well respected investment banking firm, to assist the Board in exploring, in a
deliberate and organized approach, strategic alternatives for the Company.
Proxy Statement and Supplement
This Supplement modifies and supersedes our Proxy Statement with respect to the subjects
discussed. In all other respects, the Proxy Statement continues to be accurate and complete and is
incorporated herein by reference. Your decision about how to vote at our upcoming Annual Meeting
should be guided by both the Proxy Statement and the Supplement.
Boards Recommendation
The Board of Directors urges you to read the Proxy Statement and this Supplement and to vote
FOR the election of all of the nominated directors named in pages 4-5 of the Proxy Statement.
Additional Information
THE COMPANYS SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT, SUPPLEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE COMPANY. The Companys shareholder may
also obtain a free copy of this Supplement, the Proxy Statement, and other documents filed by the
Company with the SEC, at the SECs web site at http://www.sec.gov. The Supplement and the
Proxy Statement is also available at
http://www.amstock.com/ProxyServices/ViewMaterials.asp. Free copies of the Companys
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.
Voting Instructions
In the Proxy Statement that was mailed to you on February 2, 2009, we enclosed a proxy card.
Please complete and properly sign the proxy card and return it to us If you have any questions or
need any assistance voting your shares, please do not hesitate to contact our Corporate Secretary
at Sunair Services Corporation, 595 South Federal Highway, Suite 500, Boca Raton, FL 33432.
February
18, 2009