Three members of the dissident shareholder group  filed suit on February 23, 2009 in Circuit Court in Palm Beach County, Florida seeking a judicial determination that the proxies held by Coconut Palm are invalid and seeking relief from certain requirements of Sunair’s bylaws regarding mailing the proposed Information Statement to Sunair’s shareholders of record as of the Record Date.   The lawsuit seeks a judicial determination that the group may convene a special meeting of shareholders on at least 10 days’ notice as provided in the Bylaws and remove and replace directors. The lawsuit also seeks access to shareholder records and mailing labels to accommodate mailing to shareholders.

The Information statement as filed with the SEC includes this statement:  “Without a favorable court ruling on these issues, Messrs. Michael Brauser, Herman and Schmitt will not be able to execute consents exceeding 50% of the outstanding shares of common stock or provide notice to non-consenting shareholders and, therefore, will not be able to remove and replace the Removed Directors. Additionally, they will not be able to successfully call a special meeting of shareholders.”

Sunair is the parent company of Middleton Pest Control, which provides lawn care and pest control services throughout Florida.

So it looks like, as expected, the Sunair saga moves to court.  Stay tuned for more.

Click here to read the whole filing.

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