Attached files
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| EX-3.1 - CERTIFICATE OF AMENDMENT OF BYLAWS OF SWISHER HYGIENE INC. - Swisher Hygiene Inc. | swsh_ex31.htm |
UNITED STATES
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
Date of Report (Date of earliest event reported): May 21, 2016
SWISHER HYGIENE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-35067
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27-3819646
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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350 East Las Olas Boulevard
Suite 1600
Fort Lauderdale, FL
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33301
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(Address of Principal Executive Offices)
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(Zip Code)
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(203) 682-8331
(Registrant’s 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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2016, the Board of Directors of Swisher Hygiene Inc. (the “Corporation”) amended its Bylaws by adding a new Section 9.3 containing a forum selection provision, effective May 21, 2016 (the “Amendment”). The Amendment provides that, unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine.
A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Certificate of Amendment of Bylaws of Swisher Hygiene Inc.
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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: May 25, 2016
| SWISHER HYGIENE INC. | |||
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By:
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/s/ Richard L. Handley | ||
| Chariman, President and Secretary | |||