Attached files
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EX-10.1 - EX-10.1 - Swisher Hygiene Inc. | g26907exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2011
SWISHER HYGIENE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-35067 | 27-3819646 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
4725 Piedmont Row Drive, Suite 400 Charlotte, North Carolina |
28210 | |
(Address of Principal Executive Offices) | (Zip Code) |
(704) 364-7707
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
(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 240.14d-2 (b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 1.01 Entry into a Material Definitive Agreement.
The information called for by this item is contained in Item 3.02 below, which is incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On April 15, 2011, Swisher Hygiene Inc. (Swisher Hygiene) entered into a series of arms
length securities purchase agreements to sell 9,857,143 shares of Swisher Hygienes common stock at
a price of US$7.70 (Cdn. $7.40) per share, for aggregate proceeds of US$75.9 million (Cdn. $73.0
million) to certain funds of a global financial institution (the Private Placement).
On April 19, 2011, Swisher Hygiene completed the Private Placement and issued 9,857,143 shares
of Swisher Hygienes common stock. The 9,857,143 shares of common stock issued in the Private
Placement have not been registered under the Securities Act of 1933, as amended (the Securities
Act), and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. In addition, the securities purchase agreements
prohibit any sale or transfer of the shares of common stock issued in the Private Placement through
July 24, 2011 without the consent of Swisher Hygiene. Swisher Hygiene intends to use the proceeds
from the Private Placement to further its organic and acquisition growth strategy, as well as for
working capital purposes.
Pursuant to the securities purchase agreements, following July 24, 2011, Swisher Hygiene has
agreed to use commercially reasonable efforts to file a resale registration statement with the U.S.
Securities and Exchange Commission (the SEC) relating to the shares of common stock sold in the
private placement. If the registration statement is not filed or declared effective within
specified time periods, the investors will be entitled to receive liquidated damages in cash equal
to one percent of the original offering price for each share that at such time remains subject to
resale restrictions.
Swisher Hygiene is relying on the exemption provided by Section 4(2) of the Securities Act and
Rule 506 of Regulation D of the Securities Act for the issuance of shares of common stock in the
Private Placement, which exception Swisher Hygiene believes is available because the securities
were not offered pursuant to a general solicitation and the status of the investors as accredited
investors as defined in Regulation D of the Securities Act.
A form of the Securities Purchase Agreement is attached hereto as Exhibit 10.1 to this report,
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||
10.1 | Form of Securities Purchase Agreement, dated April 15, 2011. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 19, 2011 | SWISHER HYGIENE INC. |
|||
By: | /s/ Steven R. Berrard | |||
Steven R. Berrard | ||||
President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Form of Securities Purchase Agreement, dated April 15, 2011. |
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