UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
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): September 1,
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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Indicate by check mark whether the registrant is an emerging
growth company as defined in in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01. Other Events
On
September 1, 2017, The Circuit Court of Cook County, Illinois
entered an order dismissing with prejudice, plaintiff’s
Amended Complaint in the State of Illinois action captioned,
Paul Berger on behalf of himself
and all others similarly situated v. Ecolab Inc. as Defendant, and
Swisher Hygiene Inc. as Nominal Defendant, Case No. 2015 CH
13325 (Ill. Cir. Ct. Cook Co.).
As
previously disclosed in filings by Swisher Hygiene Inc. (the
“Company”) with the Securities and Exchange Commission,
on September 8, 2015, Paul Berger (“Plaintiff”) filed a
lawsuit in Cook County, Illinois seeking to be certified as a class
action (Paul Berger v. Swisher
Hygiene Inc., et al., Case No 2015 CH 13325 (Ill. Cir. Ct.
Cook Co.)), and seeking to challenge the sale transaction pursuant
to which the Company sold substantially all of its United States
operating assets and business to Ecolab Inc. Defendants filed
motions to dismiss Plaintiff’s lawsuit, and on November 17,
2016, the Court granted Defendants’ motions, and granted
Plaintiff leave to amend its complaint against Defendant Ecolab
Inc. and Nominal Defendant Swisher Hygiene Inc. Plaintiff filed its
Amended Complaint against Defendant Ecolab Inc. and Nominal
Defendant Swisher Hygiene Inc. on December 15, 2016 containing a
claim against Ecolab Inc. for aiding and abetting the
directors’ alleged breaches of fiduciary duties, and a
derivative claim alleging that the Company fraudulently transferred
its assets to Ecolab Inc. On February 10, 2017, Ecolab Inc.
and the Company filed motions to dismiss the Amended Complaint,
which, as noted above, were granted on September 1, 2017. Plaintiff
has 30 days from the date of the Court’s order to appeal its
ruling.
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: September 7,
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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