** **

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

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** **

**FORM 10-K/A**

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**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934******

**FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010**

** **

**Commission file No. 1-4422**

** **

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** **

**ROLLINS, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                    | ** ** | **51-0068479**                       |
|---------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer Identification No.) |
| incorporation or organization)  |       |                                 |

 

| **2170 Piedmont Road, N.E., Atlanta, Georgia** | ** ** | **30324**  |
|------------------------------------------------|------------|------------|
| (Address of principal executive offices)       |       | (Zip Code) |

 

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Registrant’s telephone number, including area code:**  (404) 888-2000**

 

Securities registered pursuant to Section 12(b) of the Act:

 

| ** **                             | ** ** | **Name of each**                      |
|----------------------------------------|------------|-------------------------------------------------|
| **Title of each class** | ** ** | **Exchange on which registered** |
| **Common Stock, $1 Par Value**         | ** ** | **The New York Stock Exchange**                 |

 

Securities registered pursuant to section 12(g) of the Act:  **None.**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x  No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer x |   | Accelerated filer o    |
|--------------------------------|--------|-----------------------------|
|                           |   |                        |
| Non-accelerated filer o   |   | Smaller Reporting Company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

The aggregate market value of Rollins, Inc. Common Stock held by non-affiliates on June 30, 2010 was $873,048,657 based on the reported last sale price of common stock on June 30, 2010, which is the last business day of the registrant’s most recently completed second fiscal quarter.

 

Rollins, Inc. had 147,629,969 shares of Common Stock outstanding as of January 31, 2011.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Portions of the Proxy Statement for the 2011 Annual Meeting of Stockholders of Rollins, Inc. are incorporated by reference into Part III, Items 10-14.

 

 

 

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EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2010 (“Form 10-K”), as filed with the Securities and Exchange Commission on February 25, 2011, is to furnish Exhibit 101 to the Form 10-K which provides certain items from our Form 10-K formatted in eXtensible Business Reporting Language (“XBRL”) related to the interactive data file which was furnished with our Form 10-K filed on February 25, 2011.

 

No other changes have been made to the Form 10-K other than the furnishing of the exhibit described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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**PART IV**

 

**Item 15.****                      ****Exhibits and Financial Statement Schedules, and Reports on Form 8-K.**

 

(a)                  *Consolidated Financial Statements, Financial Statement Schedule and Exhibits.*

 

1.                          Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report.

 

2.                          The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule is filed as part of this report.

 

3.                          Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. The following such exhibits are management contracts or compensatory plans or arrangements:

 
| (10) (a) |   | Rollins,   Inc. 1994 Employee Stock Incentive Plan incorporated herein by reference to   Exhibit (10)(b) as filed with its Form 10-K for the year ended December 31,   1999.                                                   |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (10) (b) |   | Rollins,   Inc. 1998 Employee Stock Incentive Plan incorporated herein by reference to   Exhibit A of the March 24, 1998 Proxy Statement for the Annual Meeting of   Stockholders held on April 28, 1998.                      |
| (10) (c) |   | Rollins,   Inc. Form of Restricted Stock Agreement incorporated herein by reference to   Exhibit (10)(c) as filed with its Form 10-K for the year ended December 31,   2004.                                                   |
| (10) (d) |   | Rollins,   Inc. Form of Option Agreement incorporated herein by reference to Exhibit (10)(d)   as filed with its Form 10-K for the year ended December 31, 2004.                                                               |
| (10) (g) |   | Rollins,   Inc. Amended and Restated Deferred Compensation Plan, incorporated herein by   reference to Exhibit 4.1 filed with the registrant’s Form S-8 filed November 18,   2005.                                        |
| (10) (h) |   | Form   of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred   Compensation Plan, incorporated herein by reference to Exhibit 4.2 filed with   the registrant’s Form S-8 filed November 18, 2005. |
| (10) (i) |   | Amendment   to 1994 and 1998 Stock Incentive Plans incorporated herein by reference to   Exhibit 10.1 as filed with its Form 10-Q for the quarter ended September 30,   2010.                                                  |
| (10) (j) |   | Rollins,   Inc. Executive Compensation Summary as of January 22, 2008 incorporated   herein by reference to Exhibit 10(t) as filed with its Form 10-K for the   year-ended December 31, 2007.                                  |
| (10) (k) |   | Summary   of Rollins, Inc. Non-Employee Directors Compensation as of January 22, 2008   incorporated herein by reference to Exhibit 10(u) as filed with its Form 10-K   for the year-ended December 31, 2007.                  |
| (10) (l) |   | Written   description of Rollins, Inc. Performance-Based Incentive Cash Compensation   Plan incorporated herein by reference to Exhibit 10(a) as filed with its Form   8-K dated April 22, 2008.                               |
| (10) (m) |   | Forms   of award agreements under the 2008 Cash Incentive Plan incorporated herein by   reference to Exhibit 10(b) of its Form 8-K dated April 22, 2008.                                                                       |
| (10) (n) |   | 2008   Stock Incentive Plan incorporated herein by reference to Exhibit A of the   March 17, 2008 Proxy Statement for the Annual Meeting of the Stockholders   held on April 22, 2008.                                         |
| (10) (o) |   | Form   of Restricted Stock Grant Agreement incorporated herein by reference to   Exhibit 10(d) as filed with its Form 8-K dated April 22, 2008.                                                                                |
| (10) (q) |   | Summary   of Compensation Arrangements with Executive Officers incorporated herein by   reference to Exhibit 10(q) as filed with its Form 10-K for the year ended   December 31, 2010.                                         |
| (10) (r) |   | Summary   of Compensation Arrangements with Directors incorporated herein by reference   to Exhibit 10(r) as filed with its Form 10-K for the year ended December 31,   2010.                                                  |

 

(b)                 Exhibits (inclusive of item 3 above):

 
| (2) (a) |   | Asset   Purchase Agreement by and among Orkin, Inc. and Western Industries, Inc.,   Western Exterminating Company, Inc. et al. dated March 8, 2004 incorporated   herein by reference to Exhibit (2) (i) as filed with its Form 10-Q for the   quarter ended March 31, 2004, as |
|--------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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|          |   | amended.   *                                                                                                                                                                                                                                                             |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) (b)  |   | Asset   Purchase Agreement dated as of March 28, 2008 by and among Rollins HT, Inc.,   Centex Home Services, LLC, HomeTeam Pest Defense, Inc., and HomeTeam Pest   Defense, LLC, incorporated herein by reference to Exhibit 2.1 to the Form 8-K   dated March 28, 2008. |
| (3) (i)  |   | (A)  Restated Certificate of Incorporation of   Rollins, Inc. dated July 28, 1981, incorporated herein by reference to   Exhibit (3)(i)(A) as filed with the registrant’s Form 10-Q filed August 1,   2005.                                                    |
|          |   | (B)  Certificate of Amendment of Certificate of   Incorporation of Rollins, Inc. dated August 20, 1987, incorporated herein by   reference to Exhibit 3(i)(B) filed with the registrant’s 10-K filed March 11,   2005.                                         |
|          |   | (C)  Certificate of Change of Location of   Registered Office and of Registered Agent dated March 22, 1994, incorporated   herein by reference to Exhibit (3)(i)(C) filed with the registrant’s Form 10-Q   filed August 1, 2005.                              |
|          |   | (D)  Certificate of Amendment of Certificate of   Incorporation of Rollins, Inc. dated April 25, 2006, incorporated herein by   reference to Exhibit 3(i)(D) filed with the registrant’s 10-Q filed October 31,   2006                                         |
| (ii)          |   | Revised   By-laws of Rollins, Inc. dated October 23, 2007, incorporated herein by   reference to Exhibit (3) (i) as filed with its Form 8-K dated October 23,   2007.                                                                                                    |
| (4)           |   | Form   of Common Stock Certificate of Rollins, Inc. incorporated herein by reference   to Exhibit (4) as filed with its Form 10-K for the year ended December 31,   1998.                                                                                                |
| (10) (a) |   | Rollins,   Inc. 1994 Employee Stock Incentive Plan incorporated herein by reference to   Exhibit (10)(b) as filed with its Form 10-K for the year ended December 31,   1999.                                                                                             |
| (10) (b) |   | Rollins,   Inc. 1998 Employee Stock Incentive Plan incorporated herein by reference to   Exhibit A of the March 24, 1998 Proxy Statement for the Annual Meeting of   Stockholders held on April 28, 1998.                                                                |
| (10) (c) |   | Rollins,   Inc. Form of Restricted Stock Agreement incorporated herein by reference to   Exhibit (10)(c) as filed with its Form 10-K for the year ended December 31,   2004.                                                                                             |
| (10) (d) |   | Rollins,   Inc. Form of Option Agreement incorporated herein by reference to Exhibit (10)(d)   as filed with its Form 10-K for the year ended December 31, 2004.                                                                                                         |
| (10) (e) |   | Purchase   and Sale Agreement by and among Rollins Continental, Inc. et al. dated April 28,   2004 incorporated herein by reference to Exhibit (2) (ii) as filed with its Form   10-Q for the quarter ended June 30, 2004.                                               |
| (10) (f) |   | Purchase   and Sale Agreement by and among Rollins Continental, Inc. et al. dated   December 20, 2004 incorporated herein by reference to Exhibit (10)(k) as   filed with its Form 10-K for the year ended December 31, 2004.                                            |
| (10) (g) |   | Rollins,   Inc. Amended and Restated Deferred Compensation Plan, incorporated herein by   reference to Exhibit 4.1 filed with the registrant’s Form S-8 filed November 18,   2005.                                                                                  |
| (10) (h) |   | Form   of Plan Agreement pursuant to the Rollins, Inc. Amended and Restated Deferred   Compensation Plan, incorporated herein by reference to Exhibit 4.2 filed with   the registrant’s Form S-8 filed November 18, 2005.                                           |
| (10) (i) |   | Amendment   to 1994 and 1998 Stock Incentive Plans incorporated herein by reference to   Exhibit 10(r) as filed with its Form 10-K for the year ended December 31,   2006.                                                                                               |
| (10) (j) |   | Rollins,   Inc. Executive Compensation Summary as of January 22, 2008 incorporated   herein by reference to Exhibit 10(t) as filed with its Form 10-K for the year-ended   December 31, 2007.                                                                            |
| (10) (k) |   | Summary   of Rollins, Inc. Non-Employee Directors Compensation as of January 22, 2008   incorporated herein by reference to Exhibit 10(u) as filed with its Form 10-K   for the year-ended December 31, 2007.                                                            |
| (10) (l) |   | Written   description of Rollins, Inc. Performance-Based Incentive Cash Compensation   Plan incorporated herein by reference to Exhibit 10(a) as filed with its Form   8-K dated April 22, 2008.                                                                         |
| (10) (m) |   | Forms   of award agreements under the 2008 Cash Incentive Plan incorporated herein by   reference to Exhibit 10(b) of its Form 8-K dated April 22, 2008.                                                                                                                 |

 

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| (10) (n) |   | 2008   Stock Incentive Plan incorporated herein by reference to Exhibit A of the   March 17, 2008 Proxy Statement for the Annual Meeting of the Stockholders   held on April 22, 2008.                                                                                                                   |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (10) (o) |   | Form   of Restricted Stock Grant Agreement incorporated herein by reference to   Exhibit 10(d) as filed with its Form 8-K dated April 22, 2008.                                                                                                                                                          |
| (10) (p) |   | Revolving   Credit Agreement dated as of March 28, 2008 between Rollins, Inc., SunTrust   Bank and Bank of America, N.A., incorporated herein by reference to Exhibit 10.2   as filed with its Form 10-Q for the quarter ended September 30, 2010.                                                       |
| (10) (p) |   | Revolving   Credit Agreement dated as of March 28, 2008 between Rollins, Inc., SunTrust   Bank and Bank of America, N.A., incorporated herein by reference to Exhibit 99.1   as filed with its 8-K dated March 28, 2008.                                                                                 |
| (10) (q) |   | Summary   of Compensation Arrangements with Executive Officers incorporated herein by   reference to Exhibit 10(q) as filed with its Form 10-K for the year ended   December 31, 2010.                                                                                                                   |
| (10) (r) |   | Summary   of Compensation Arrangements with Directors incorporated herein by reference   to Exhibit 10(r) as filed with its Form 10-K for the year ended December 31,   2010.                                                                                                                            |
| (21)          |   | Subsidiaries   of Registrant incorporated herein by reference to Exhibit 21 as filed with   its Form 10-K for the year ended December 31, 2010.                                                                                                                                                          |
| (23.1)        |   | Consent   of Grant Thornton LLP, Independent Registered Public Accounting Firm   incorporated herein by reference to Exhibit 23.1 as filed with its Form 10-K   for the year ended December 31, 2010.                                                                                                    |
| (24)          |   | Powers   of Attorney for Directors incorporated herein by reference to Exhibit 24 as   filed with its Form 10-K for the year ended December 31, 2010.                                                                                                                                                    |
| (31.1)        |   | Certification   of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   incorporated herein by reference to Exhibit 31.1 as filed with its Form 10-K   for the year ended December 31, 2010.                  |
| (31.2)        |   | Certification   of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as   adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   incorporated herein by reference to Exhibit 31.2 as filed with its Form 10-K   for the year ended December 31, 2010.                  |
| (32.1)        |   | Certification   of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.   Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of   2002 incorporated herein by reference to Exhibit 32.1 as filed with its Form 10-K   for the year ended December 31, 2010. |
| (101.INS)     |   | EX-101   Instance Document                                                                                                                                                                                                                                                                               |
| (101.SCH)     |   | EX-101   Schema Document                                                                                                                                                                                                                                                                                 |
| (101.CAL)     |   | EX-101   Calculation Linkbase Document                                                                                                                                                                                                                                                                   |
| (101.LAB)     |   | EX-101   Labels Linkbase Document                                                                                                                                                                                                                                                                        |
| (101.PRE)     |   | EX-101   Presentation Linkbase Document                                                                                                                                                                                                                                                                  |
| (101.DEF)     |   | Ex-101   Definition Linkbase Document                                                                                                                                                                                                                                                                    |

 

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*******                           **Confidential treatment, pursuant to 17 C.F.R. Sections 200.80 and 230.406, has been granted regarding certain portions of the indicated Exhibit, which portions have been filed separately with the Commission.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|   |   | Rollins, Inc. |
|--------|--------|--------------------|
|   |   |               |   |
|   |   |               |   |
|   |   | By:                | /s/Harry   J. Cynkus |
|   |   |               | Harry   J. Cynkus    Vice President, *Chief Financial Officer   and Treasurer* *(Principal Financial and Accounting Officer)* |
|   |   |               |   |
|   |   | Date:              | *February 28,   2011* |

 

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