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) July 25, 2008
SUNAIR SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
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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
(Registrant’s 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))
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Item 1.01 and Item 5.02 Entry into and Material Definite Agreement; Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 25, 2008, Sunair Services Corporation (the “Company”) sent John Hayes, its Chief
Executive Officer and President, notice that his employment with the Company was being terminated
and he was relieved of all executive officer positions and administrative duties with the Company
and its subsidiaries effective as of the date of the notice. Mr. Hayes had been employed by the
Company pursuant to a written employment agreement (“Employment Agreement”) dated March 29, 2005,
which was previously filed as Exhibit 10.7 to the Company’s Form 10-Q filed with the Securities and
Exchange Commission on May 16, 2005. Pursuant to the terms of his Employment Agreement, Mr. Hayes’
termination of employment with the Company will be effective sixty days after the 60 day
notification period has expired on September 23, 2008. During the notice period, Mr. Hayes will
continue to receive salary payments under his Employment Agreement. Pursuant to Section 5(a) of
his Employment Agreement, Mr. Hayes will receive severance compensation at the rate of his salary
in effect on September 23, 2008, plus the cost of premiums for any Company sponsored insurance
policies (or the cash equivalent) for 24 months, payable in accordance with the Company’s normal
payroll practices.
The Company has appointed Jack I. Ruff to assume Mr. Hayes responsibilities as the Chief
Executive Officer and President of the Company and as President of Middleton Pest Control, Inc.,
effective as of July 25, 2008. Mr. Ruff is a co-founder of Royal Palm Capital, Inc. (“RPCP”) and has been a partner of RPCP since
September 2002 through the present date. Mr. Ruff has also served as vice president and director of
Royal Palm Capital Management, Inc., since February 2005 through the present date. Prior thereto,
Mr. Ruff served as Senior Vice President with Bank of America, N.A., where for over 18 years he was
responsible for mergers and acquisitions and financing high growth public and private middle market
companies. In this capacity, he evaluated and structured transactions using public and private
equity, public and private senior debt and mezzanine securities. In addition, he was the Market
Executive for Bank of America’s Financial Strategies Group where he managed a group of professional
bankers focused on the middle market in Florida. Prior to joining Bank of America (formerly
NationsBank) in 1984, he was employed for seven years by The First National Bank of Chicago’s
Global Banking Group. Mr. Ruff received his B.S. in Finance and Economics from Indiana University.
Mr. Ruff is a director and greater than 10% shareholder of RPC Financial Advisors, LLC
(“RPC”), an entity which provides management services to the Company pursuant to a management
services agreement dated February 8, 2008. The Management Services Agreement provides for a
monthly management fee paid to RPC in an amount equal to one percent (1%) of the monthly gross
revenue of the Company. Except for the foregoing, there are no transactions between Mr. Ruff and
the Company that would require disclosure under Item 404(a) of Regulation S-K.
On July 31, 2008, the Company issued a press release announcing the termination of Mr. Hayes
employment without cause and the appointment of Mr. Ruff as the Company’s Chief Executive Officer
and President, which is attached as Exhibit 99.1 and incorporated herein by this reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit |
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Description |
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99.1 |
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Press Release dated July 31, 2008
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