UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 7,
2017
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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)
Not Applicable
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2 (b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4 (c))
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Item 8.01. Other Events.
On June
7, 2017, Joanne K. Viard (“Viard”) filed a complaint
against Swisher Hygiene Inc. (the “Company”) in the
Court of Chancery of the State of Delaware, seeking a summary
proceeding to compel the advancement by the Company of all
attorneys’ fees and costs that have been and will be incurred
by Viard with respect to civil and criminal actions pending against
her for alleged conduct while she was employed by the Company. As
previously noted in the Company’s filings with the Securities
Exchange Commission, Viard is the subject of a federal criminal
action (United States of America
v. Michael Kipp and Joanne Viard, Docket No.
3:15-cr-00244-MOC-DSC) and a civil action (Securities and Exchange Commission v. Michael
J. Kipp and Joanne K. Viard, No 3:16-cv-00258-MOC-DSC), both
of which relate to accounting issues involving certain of the
Company’s publicly filed financial statements for calendar
year 2011.
Viard’s
complaint against the Company seeks to compel the Company to
advance an indeterminate and unidentified amount of
“unreimbursed fees and expenses she has already
incurred”, pay interest on that amount, and require the
Company to advance reasonable fees going forward. Alternatively,
Viard seeks an order compelling the Company to post sufficient
security to provide compensation if and when Viard’s
indemnification claim matures in connection with the dissolution of
the Company. Finally, Viard’s counsel seeks fees in
connection with bringing this lawsuit.
During
the past five years, the Company’s insurance carriers have
received, reviewed and paid as deemed appropriate Viard’s
counsel’s regular billings for fees and expenses in
connection with her defense. This lawsuit is the first
communication the Company has received from Viard or her attorneys
that suggests that the Company has not fully complied with any
indemnification or advancement obligations it might have under the
Company’s bylaws or the Delaware General Corporation Law. The
Company will vigorously defend against this matter. The costs of
defending this matter, and any adverse judgment, if any, against
the Company, will reduce assets that could otherwise be available
for distribution to the Company’s stockholders in the
dissolution.
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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.
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SWISHER HYGIENE INC.
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Date:
June 16, 2017
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By:
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/s/
Richard L. Handley
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Richard
L. Handley
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Chairman,
President and Secretary
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