SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2011
SWISHER HYGIENE INC.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(I.R.S. Employer Identification No.)
|4725 Piedmont Row Drive, Suite 400
|Charlotte, North Carolina
|(Address of Principal Executive Offices)
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Item 1.01 Entry into a Material Definitive Agreement.
On February 23, 2011, (the Closing Date) Swisher Hygiene Inc. (the Company) entered into an
agency agreement (the Agency Agreement), with Clarus Securities Inc., Broadband Capital Management LLC, and TD Securities, Inc.
(collectively, the Agents) pursuant to which the Agents agreed to market, on a best efforts
basis, 12,262,500 subscription receipts (Subscription Receipts) of the Company, at a price of
CDN$4.75 (US$4.80) per Subscription Receipt, for aggregate gross proceeds of CDN$58,246,875
(US$58,859,594). The engagement of Clarus Securities Inc. and TD Securities, Inc. is with respect to sales outside of the United States.
Each Subscription Receipt will entitle the holder to acquire one share of the Companys common
stock (the Common Stock), without payment of any additional consideration, upon completion of the
Companys proposed acquisition of Choice Environmental Services, Inc., which was announced on
February 14, 2011 (the Acquisition). The Company expects to complete the Acquisition no later
than March 31, 2011. If the Acquisition is not completed by March 31, 2011, the Subscription
Receipts will automatically terminate and be cancelled and the principal amount subscribed for plus
accrued interest will be returned to the holders of the cancelled Subscription Receipts. The
Subscription Receipts are, and the underlying Common Stock will be, subject to applicable United
States and Canadian restrictions on resale. An aggregate cash fee of $2,912,344 will be paid to the Agents on the closing of the Acquisition.
Net proceeds from the private placement, which have been placed in escrow, will be used for general
corporate purposes, including paying down a majority of approximately US$41.5 million of debt that
will be assumed by the Company in connection with the Acquisition.
The offer and sale of the Subscription Receipts was made to a limited number of accredited
investors as defined in Rule 501(a) of Regulation D with no general solicitation or general
advertising, and was exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder.
The Company has agreed to use commercially reasonable efforts to file a resale registration
statement with the U.S. Securities and Exchange Commission relating to the shares of Common Stock
underlying the Subscription Receipts. If the registration statement is not filed or declared
effective within specified time periods, or if it ceases to be effective for periods of time
exceeding certain grace periods, the initial subscribers of Subscription Receipts will be entitled
to receive an additional 0.1 shares of Common Stock for each share of Common Stock underlying
Subscription Receipts held by any such initial subscriber at that time.
Also on February 23, 2011, the Company entered into a subscription receipt agreement (the
Subscription Receipt Agreement) with the Agents, Equity Financial Trust Company, and Continental
Stock Transfer & Trust Co., providing for the creation and governing terms of the 12,262,500
Copies of the Agency Agreement and the Subscription Receipt Agreement are attached as Exhibits 10.1
and 10.2 to this report, and are incorporated herein by reference.
The Company issued a press release announcing the closing of the subscription receipts offering,
which press release is attached as Exhibit 99.1 to this report and is incorporated herein by
Neither the Subscription Receipts nor the shares of underlying Common Stock have been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements. Neither this
report nor the press release attached as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer
to buy the Subscription Receipts or the Common Stock of the Company.