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): October 27, 2004
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4422 51-0068479
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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
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 (see General Instruction A.2. below):
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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))
ITEM 2.02. Results of Operations and Financial Condition.
The information provided pursuant to this Item 2.02 is to be considered "filed"
under the Securities Exchange Act of 1934 ("Exchange Act") and incorporated by
reference into those filings of Rollins, Inc (the "Company") that provide for
the incorporation of all reports and documents filed by the Company under the
Exchange Act.
On October 27, 2004, the Company issued a press release announcing its results
for the quarter ended September 30, 2004. The Company hereby incorporates by
reference herein the information set forth in its Press Release dated October
27, 2004, a copy of which is attached hereto as Exhibit 99.1. Except as
otherwise provided in the press release, the press release speaks only as of the
date of such press release and such press release shall not create any
implication that the affairs of the Company have continued unchanged since such
date.
Except for the historical information contained in this report, the statements
made by the Company are forward-looking statements that involve risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. The Company's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in the Press Release. See the risk factors
contained in the Press Release for a discussion of certain risks and
uncertainties that may impact such forward-looking statements. For further
information on other risk factors, please refer to the "Risk Factors" contained
in the Company's Form 10-K filed March 15, 2004 with the Securities and Exchange
Commission. The Company disclaims any obligation or duty to update or modify
these forward-looking statements.
Included in Exhibit 99.1, as attached, are the following non-GAAP financial
measures:
o Revenue, Excluding the Acquisition of Western*
* Revenue, excluding the acquisition of Western is presented and deemed useful
by management because in order to present revenue in a comparable basis to prior
year, the Western acquisition is excluded. Prior year numbers do not include the
Western acquisition as it was completed on April 30, 2004.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
99.1 Press Release Dated October 27, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Rollins, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROLLINS, INC.
Date: October 27, 2004 By: /s/ Harry J. Cynkus
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Name: Harry J. Cynkus
Title: Chief Financial Officer and Treasurer