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SNR > SEC Filings for SNR > Form 8-K on 6-Oct-2008All Recent SEC Filings

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Form 8-K for SUNAIR SERVICES CORP


6-Oct-2008

Completion of Acquisition or Disposition of Assets


Item 2.02. Completion of Acquisition or Disposition of Assets
Sunair Services Corporation (the "Company") entered into a Share Purchase Agreement on September 30, 2008, pursuant to which it agreed to sell all of the issued and outstanding common stock of Telecom FM Limited ("Telecom FM"), its wholly-owned subsidiary which operates in the telephone communications business, to Telecom FM Holdings Limited ("Telecom Holdings"), a company organized and owned by the former executive management team of Telecom FM. The transaction was completed on September 30, 2008 with an effective date of September 1, 2008. The aggregate purchase price paid to the Company for Telecom FM was $3,613,583, which included the payment of outstanding inter-company debt in the amount of $1,213,583. Colin Mulford, who served as the Chief Executive Officer of Telecom FM when it was owned by the Company will continue to serve as the Chief Executive Officer of Telecom FM under its new ownership. In connection with the Purchase Agreement, the Company has agreed to certain restrictions on competition and non-solicitation during the three (3) year period after September 30, 2008.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference
Section 8 - Other Events
Item 8.01. Other Events.
On October 6, 2008, the Company issued a press release announcing that it had completed the sale of Telecom FM, which is attached as Exhibit 99.1 and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.

The pro forma financial information relating to the disposition of Telecom FM is attached as Exhibit 99.2 to this Current Report on Form 8-K.
(d) Exhibits.

 Exhibit        Description

   10.1         Share Purchase Agreement dated September 30, 2008 between Sunair
                Services Corporation and Telecom FM Holdings Limited

   99.1         Press Release, dated October 6, 2008

   99.2         Unaudited Pro Forma Condensed Consolidated Financial Information:

                (i) Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2008

                (ii) Unaudited Pro Forma Condensed Statement of Operations for the
                Nine Months Ended June 30, 2008

                (iii) Unaudited Pro Forma Condensed Statement of Operations for the
                Fiscal Year Ended September 30, 2007

                (iv) Notes to Unaudited Pro Forma Condensed Consolidated Financial
                Information


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