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): September 17,
2020
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.)
|
|
|
|
|
|
350 East Las Olas Boulevard
Suite 1600
Fort Lauderdale, FL
|
|
33301
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(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:
☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2
(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4
(c))
Securities
registered pursuant to Section 12(b) of the Act: None
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark 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.
Dissolution
Update.
On May 27, 2016, Swisher Hygiene Inc. (the “Company”)
filed a certificate of dissolution in the State of Delaware and has
since engaged in the Delaware long-form dissolution procedures set
forth in Section 280 of the General Corporation Law of the State of
Delaware (the “DGCL”).
On May 6, 2019, the Company filed a motion with the Court of
Chancery of the State of Delaware (the “Delaware
Court”), to continue its corporate existence which was set to
expire on May 27, 2019, for the purpose of disposing of the
remaining claims against the Company and completing the process of
winding up its business and affairs, including interim and final
distributions to stockholders. The Delaware Court granted the
Company’s motion and extended the Company’s corporate
existence to September 30, 2019. On August 13, 2019, the Company
again moved to continue its corporate existence for the same
purposes. The Delaware Court granted the Company’s motion and
extended the Company’s existence until March 31, 2020. On
March 9, 2020, the Company again moved to continue its corporate
existence for the same purposes. On March 10, 2020, the Delaware
Court granted the Company’s motion and extended the
Company’s existence until September 31, 2020. On June 12,
2020, the Delaware Court granted the Company’s motion for an
interim distribution of not more than $10.0 million, which was paid
on July 15, 2020 to the Company’s stockholders of record as
of June 29, 2020. In the same ruling, the Delaware Court set
reserves of approximately $6.9 million for two remaining claims
against the Company while the merits of their claims are being
determined, and denied all remaining claims presented to it for
consideration. On September 17, 2020, the Company moved to continue
its corporate existence for the same purposes, and the Delaware
Court granted the Company’s motion and extended the
Company’s existence until December 31, 2020.
The Company continues in its efforts to resolve the two remaining
claims against it, but in the event additional time to complete the
winding up process becomes necessary, the Company will petition the
Delaware Court to continue the Company’s existence beyond
December 31, 2020.
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.
|
|
SWISHER HYGIENE INC.
|
|
|
|
|
|
|
|
|
Date:
September 22, 2020
|
By:
|
/s/ Richard
L. Handley
|
|
|
|
|
Richard
L. Handley
|
|
|
|
|
Chairman,
President and Secretary
|
|