<PAGE>
      As filed with the Securities and Exchange Commission on July 17, 2003

                                             Registration No. 333-______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ---------------


                            SUNAIR ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                FLORIDA                                     59-0780772
    (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                      Identification No.)

                           3005 SOUTHWEST THIRD AVENUE
                         FORT LAUDERDALE, FLORIDA 33315
                                 (954) 525-1505
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                             2000 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                JAMES E. LAURENT
                           3005 SOUTHWEST THIRD AVENUE
                         FORT LAUDERDALE, FLORIDA 33315
                                 (954) 525-1505
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
           Title of                   Amount to         Offering Price Per    Aggregate Offering        Amount of
  Securities to be Registered       be Registered             Share                Price (1)        Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                   <C>                    <C>
Common Stock, par value $.10         400,000 sh.             $4.45(1)              1,780,000              $145
per share (2)
=====================================================================================================================


</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457 under the Securities Act. The proposed Maximum
         Offering Price is based on the average of the high and low prices of
         shares of Common Stock as reported on the Nasdaq National Market on
         July 10, 2003 of $4.45 per share.
(2)      Represents the aggregate number of shares issuable upon the exercise of
         options granted or to be granted.

================================================================================


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to recipients of stock options of Sunair Electronics,
Inc. (the "Company") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act. The documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof will be available to recipients of stock options, without charge,
upon written or oral request. Any such request should be directed to Synnott B.
Durham, Treasurer, Sunair Electronics, Inc., 3005 Southwest Third Avenue, Fort
Lauderdale, Florida 33315, telephone (954) 525-1505.



                                       2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                          (Not Required in Prospectus)


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated herein by reference.

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended September 30, 2002.

         (b)      The Company's Quarterly Reports on Form 10-QSB for the fiscal
                  quarters ended December 31, 2002 and March 31, 2003.

         (c)      The Company's Current Report on Form 8-K filed with the
                  Commission on March 18, 2003.


         In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), (13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") after the date of this Registration
Statement and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such document with the Commission. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or superseded such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company, a Florida corporation, is empowered by Section 607.0850
of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to any
proceeding other than any action by, or in the right of, the corporation, by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.




                                       3
<PAGE>

         Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

         The indemnification and advancement of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct WAS unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

         The Company's bylaws provide any person who is or has served as a
director or officer of the Company, or, at its request, of any other corporation
in which the Company owns shares of capital stock or of which it is a creditor
shall be indemnified by the Company against all costs and legal or other
expenses, including the amount of any settlement, reasonably incurred by or
imposed upon such person by reason of being or having been such director or
officer in connection with any threatened claim, action, suit or proceeding
against such person. Such right of indemnification shall not apply, however, in
relation to matters as to which any such person shall be finally adjudged to be
liable for negligence or misconduct in the performance of his duty; provided,
however, that the entry of a judgment by consent as part of a settlement shall
not be deemed the final adjudication of liability for negligence or misconduct.
In the event of a settlement, whether by agreement, entry of judgment by
consent, or otherwise, the right of indemnification shall be conditioned upon
the approval of such settlement and determination that such claim, action, suit
or proceeding, or such threatened claim, action, suit or proceeding did not
arise out of negligence or misconduct of such person by a majority of the
disinterested members of the Board of Directors. If there are not at least two
such members, the question shall be decided by a majority vote of two or more
disinterested persons to whom the matter shall be referred by the Board of
Directors. Such right of indemnification shall not be exclusive of any other
rights to which any person may be entitled under any law, agreement, vote of
stockholders or otherwise. The executors, administrators and those interested in
the estate of any person so indemnified shall be entitled to the benefit of such
indemnity.



                                       4
<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         The exhibits filed as part of this Registration Statement are as
follows:

          EXHIBIT
          NUMBER           DESCRIPTION
          ------           -----------
            5.1      --    Opinion of Akerman, Senterfitt & Eidson, P.A.

           10.1      --    Form of Option Agreement used in connection with the
                           grant of stock options
           10.2      --    Amendment to 2000 Stock Option Plan

           23.1      --    Consent of Berenfield Spritzer Shecter & Sheer.

           23.2      --    Consent of Akerman, Senterfitt & Eidson, P.A.
                           (included in opinion filed as Exhibit 5.1).

           24.1      --    Powers of Attorney -- included as part of the
                           signature page hereto.


ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act.

                  (ii) To reflect in the Prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission




                                       5
<PAGE>

by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.



                                       6
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant, Sunair Electronics, Inc., certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of
Florida, on the 16th day of July, 2003.


                                       SUNAIR ELECTRONICS, INC.



                                       By: /s/ James E. Laurent
                                          --------------------------------------
                                               JAMES E. LAURENT
                                               President


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. Laurent and Synnott B. Durham,
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on July 16, 2003.

<TABLE>
<CAPTION>

               Signature                                    Title
               ---------                                    -----

<S>                                        <C>
/s/ James E. Laurent                                  President and Director
-------------------------------------             (Principal Executive Officer)
         JAMES E. LAURENT


/s/ Synnott B. Durham                                      Treasurer
-------------------------------------       (Principal Financial and Accounting Officer)
         SYNNOTT B. DURHAM


/s/ Shirley Uricho                                          Director
-------------------------------------
         SHIRLEY URICHO

</TABLE>


                                       7
<PAGE>
<TABLE>
<CAPTION>

               Signature                                    Title
               ---------                                    -----

<S>                                        <C>
/s/ Earl M. Anderson, Jr.                                   Director
-------------------------------------
         EARL M. ANDERSON, JR.


/s/ Georga F. Arata, Jr.                                    Director
-------------------------------------
         GEORGA F. ARATA, JR.

/s/ Arnold A. Heggestad                                     Director
-------------------------------------
         ARNOLD A. HEGGESTAD


</TABLE>



                                       8
<PAGE>


                                  EXHIBIT INDEX



          EXHIBIT
          NUMBER           DESCRIPTION
          ------           -----------
            5.1      --    Opinion of Akerman, Senterfitt & Eidson, P.A.

           10.1      --    Form of Option Agreement used in connection with the
                           grant of stock options
           10.2      --    Amendment to 2000 Stock Option Plan

           23.1      --    Consent of Berenfield Spritzer Shecter & Sheer.

           23.2      --    Consent of Akerman, Senterfitt & Eidson, P.A.
                           (included in opinion filed as Exhibit 5.1).

           24.1      --    Powers of Attorney -- included as part of the
                           signature page hereto.



                                       9
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{"company-data": {"conformed-name": "SUNAIR ELECTRONICS INC", "cik": "0000095366", "assigned-sic": "3663", "irs-number": "590780772", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107103", "film-number": "03789997"}, "business-address": {"street1": "3005 SW THIRD AVE", "street2": "EXECUTIVE OFFICES", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33315", "phone": "9545251505"}, "mail-address": {"street1": "3005 SW THIRD AVENUE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33315"}}
As filed with the Securities and Exchange Commission on July 17, 2003

                                             Registration No. 333-______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                            SUNAIR ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                FLORIDA                                     59-0780772
    (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                      Identification No.)

                           3005 SOUTHWEST THIRD AVENUE
                         FORT LAUDERDALE, FLORIDA 33315
                                 (954) 525-1505
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                             2000 STOCK OPTION PLAN
                            (Full Title of the Plans)

                                JAMES E. LAURENT
                           3005 SOUTHWEST THIRD AVENUE
                         FORT LAUDERDALE, FLORIDA 33315
                                 (954) 525-1505
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
           Title of                   Amount to         Offering Price Per    Aggregate Offering        Amount of
  Securities to be Registered       be Registered             Share                Price (1)        Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10         400,000 sh.             $4.45(1)              1,780,000              $145
per share (2)
=====================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457 under the Securities Act. The proposed Maximum
         Offering Price is based on the average of the high and low prices of
         shares of Common Stock as reported on the Nasdaq National Market on
         July 10, 2003 of $4.45 per share.
(2)      Represents the aggregate number of shares issuable upon the exercise of
         options granted or to be granted.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to recipients of stock options of Sunair Electronics,
Inc. (the "Company") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act. The documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof will be available to recipients of stock options, without charge,
upon written or oral request. Any such request should be directed to Synnott B.
Durham, Treasurer, Sunair Electronics, Inc., 3005 Southwest Third Avenue, Fort
Lauderdale, Florida 33315, telephone (954) 525-1505.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                          (Not Required in Prospectus)

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated herein by reference.

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended September 30, 2002.

         (b)      The Company's Quarterly Reports on Form 10-QSB for the fiscal
                  quarters ended December 31, 2002 and March 31, 2003.

         (c)      The Company's Current Report on Form 8-K filed with the
                  Commission on March 18, 2003.

         In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), (13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") after the date of this Registration
Statement and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such document with the Commission. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or superseded such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company, a Florida corporation, is empowered by Section 607.0850
of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to any
proceeding other than any action by, or in the right of, the corporation, by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, in the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

                                       3
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense or litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

         The indemnification and advancement of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct WAS unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

         The Company's bylaws provide any person who is or has served as a
director or officer of the Company, or, at its request, of any other corporation
in which the Company owns shares of capital stock or of which it is a creditor
shall be indemnified by the Company against all costs and legal or other
expenses, including the amount of any settlement, reasonably incurred by or
imposed upon such person by reason of being or having been such director or
officer in connection with any threatened claim, action, suit or proceeding
against such person. Such right of indemnification shall not apply, however, in
relation to matters as to which any such person shall be finally adjudged to be
liable for negligence or misconduct in the performance of his duty; provided,
however, that the entry of a judgment by consent as part of a settlement shall
not be deemed the final adjudication of liability for negligence or misconduct.
In the event of a settlement, whether by agreement, entry of judgment by
consent, or otherwise, the right of indemnification shall be conditioned upon
the approval of such settlement and determination that such claim, action, suit
or proceeding, or such threatened claim, action, suit or proceeding did not
arise out of negligence or misconduct of such person by a majority of the
disinterested members of the Board of Directors. If there are not at least two
such members, the question shall be decided by a majority vote of two or more
disinterested persons to whom the matter shall be referred by the Board of
Directors. Such right of indemnification shall not be exclusive of any other
rights to which any person may be entitled under any law, agreement, vote of
stockholders or otherwise. The executors, administrators and those interested in
the estate of any person so indemnified shall be entitled to the benefit of such
indemnity.

                                       4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits filed as part of this Registration Statement are as
follows:

          EXHIBIT
          NUMBER           DESCRIPTION
          ------           -----------
            5.1      --    Opinion of Akerman, Senterfitt & Eidson, P.A.

           10.1      --    Form of Option Agreement used in connection with the
                           grant of stock options
           10.2      --    Amendment to 2000 Stock Option Plan

           23.1      --    Consent of Berenfield Spritzer Shecter & Sheer.

           23.2      --    Consent of Akerman, Senterfitt & Eidson, P.A.
                           (included in opinion filed as Exhibit 5.1).

           24.1      --    Powers of Attorney -- included as part of the
                           signature page hereto.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act.

                  (ii) To reflect in the Prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission

                                       5
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant, Sunair Electronics, Inc., certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of
Florida, on the 16th day of July, 2003.

                                       SUNAIR ELECTRONICS, INC.

                                       By: /s/ James E. Laurent
                                          --------------------------------------
                                               JAMES E. LAURENT
                                               President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. Laurent and Synnott B. Durham,
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on July 16, 2003.
Signature                                    Title
               ---------                                    -----
/s/ James E. Laurent                                  President and Director
-------------------------------------             (Principal Executive Officer)
         JAMES E. LAURENT

/s/ Synnott B. Durham                                      Treasurer
-------------------------------------       (Principal Financial and Accounting Officer)
         SYNNOTT B. DURHAM

/s/ Shirley Uricho                                          Director
-------------------------------------
         SHIRLEY URICHO
7
Signature                                    Title
               ---------                                    -----
/s/ Earl M. Anderson, Jr.                                   Director
-------------------------------------
         EARL M. ANDERSON, JR.

/s/ Georga F. Arata, Jr.                                    Director
-------------------------------------
         GEORGA F. ARATA, JR.

/s/ Arnold A. Heggestad                                     Director
-------------------------------------
         ARNOLD A. HEGGESTAD
8
EXHIBIT INDEX

          EXHIBIT
          NUMBER           DESCRIPTION
          ------           -----------
            5.1      --    Opinion of Akerman, Senterfitt & Eidson, P.A.

           10.1      --    Form of Option Agreement used in connection with the
                           grant of stock options
           10.2      --    Amendment to 2000 Stock Option Plan

           23.1      --    Consent of Berenfield Spritzer Shecter & Sheer.

           23.2      --    Consent of Akerman, Senterfitt & Eidson, P.A.
                           (included in opinion filed as Exhibit 5.1).

           24.1      --    Powers of Attorney -- included as part of the
                           signature page hereto.

                                       9