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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