Form 8-K Swisher Hygiene Inc. For: Nov 12
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E-mailUNITED 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): November 12, 2015
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))
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing
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On November 12, 2015, Swisher Hygiene Inc. (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, in accordance with Nasdaq Listing Rule 5100, the Staff believes the Company is a “public shell” and, as a result, the continued listing of the Company’s securities on Nasdaq is no longer warranted. The Company intends to timely request a hearing before the Nasdaq Listing Qualifications Panel to address the Staff’s determination, which request will automatically stay any delisting action by the Staff. We anticipate that trading in the Company’s securities will continue on Nasdaq pending the ultimate resolution of this matter with Nasdaq.
The Company’s Board of Directors will continue to determine when and whether to proceed with the Plan of Dissolution approved by the Company’s stockholders on October 15, 2015, which provided the Board of Directors with the discretion to determine, within twelve months of such approval, when and whether to proceed with the Plan of Dissolution.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibit is filed as part of this report:
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Exhibit No.
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Description
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Press Release of Swisher Hygiene Inc., dated November 18, 2015.
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2
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. | |||
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Date: November 18, 2015
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By:
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/s/ William T. Nanovsky | |
| William T. Nanovsky | |||
| Senior Vice President, Chief Financial Officer and Secretary | |||
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Exhibit 99.1
Swisher Hygiene Inc. Receives Nasdaq Notice
Intends to Request Hearing
CHARLOTTE, N.C., November 18, 2015 -- Swisher Hygiene Inc. (the “Company”) (NASDAQ: SWSH) announced today that on November 12, 2015, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, in accordance with Nasdaq Listing Rule 5100, the Staff believes the Company is a “public shell” and, as a result, the continued listing of the Company’s securities on Nasdaq is no longer warranted. The Company intends to timely request a hearing before the Nasdaq Listing Qualifications Panel to address the Staff’s determination, which request will automatically stay any delisting action by the Staff. We anticipate that trading in the Company’s securities will continue on Nasdaq pending the ultimate resolution of this matter with Nasdaq.
The Company’s Board of Directors will continue to determine when and whether to proceed with the Plan of Dissolution approved by the Company’s stockholders on October 15, 2015, which provided the Board of Directors with the discretion to determine, within twelve months of such approval, when and whether to proceed with the Plan of Dissolution.
Cautionary Statement on Forward-Looking Information
All statements other than statements of historical fact contained in this press release constitute "forward-looking information" or "forward-looking statements" within the meaning of the U.S. federal securities laws and the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this press release unless otherwise stated. All statements other than historical facts are, or may be, deemed to be forward looking statements. The words "plans," "expects," "is expected," "scheduled," "estimates," or "believes," or similar words or variations of such words and phrases or statements that certain actions, events or results "may," "could," "would," "might," or "will be taken," "occur," and similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. All of these assumptions have been derived from information currently available to the Company including information obtained by the Company from third-party sources. These assumptions may prove to be incorrect in whole or in part. All of the forward-looking statements made in this press release are qualified by the above cautionary statements and those made in the "Risk Factors" section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission, available on www.sec.gov, and with Canadian securities regulators available on the Company’s SEDAR profile at www.sedar.com, and the Company’s other filings with the Securities and Exchange Commission and with Canadian securities regulators available on the Company’s SEDAR profile at www.sedar.com. The forward-looking information set forth in this press release is subject to various assumptions, risks, uncertainties and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.
Swisher Hygiene Inc. is a NASDAQ listed company that closed on the sale of its U.S. operations to Ecolab on November 2, 2015. For more information, please visit www.swshinvestors.com.
Swisher Hygiene Inc.
Investor Contact:
Garrett Edson, ICR
Phone: (203) 682-8331
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