UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 11,
2017
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SWISHER HYGIENE INC.
(Exact name of registrant as specified in its charter)
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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 Rule 405 of the Securities Act (17 CFR 230.405) or
Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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.
On May
11, 2017, Honeycrest Holdings, Ltd. (“Honeycrest”)
filed a complaint against Swisher Hygiene Inc. (the
“Company”), Integrated Brands, Inc.
(“Integrated”), 7624026 Canada Inc.
(“762”), and John and Jane Does #1 through #99 in the
Supreme Court of the State of New York, Queens County (the
“2017 Complaint”).
As
noted in the Company’s prior public filings, Honeycrest has
been involved in litigation against Integrated, a subsidiary of the
Company, since March 1998. A similar case was filed against
Integrated and Coolbrands International, Inc.
(“Coolbrands”), the predecessor to the Company, in
November 2001. In this latter action, an amended complaint was
filed in October 2016 that substituted the Company for Coolbrands.
Both of these cases (the “Initial Litigation”), concern
alleged breaches by the parties of a license agreement entered into
in 1990 between Honeycrest and a predecessor to Integrated
permitting Honeycrest to sell certain ice cream products in the
United Kingdom.
In
addition to defendants named in the Initial Litigation,
Honeycrest’s 2017 Complaint adds 762, a subsidiary of the
Company, and unnamed individuals. This case asserts causes of
action against all defendants for alleged fraudulent conveyance of
assets from Integrated to Coolbrands, and the unjust enrichment of
the defendants as a result of the alleged fraudulent conveyances.
Plaintiff seeks judgment against the defendants and any subsequent
transferee for, inter alia,
“money damages to the extent its claims against Integrated
and [the Company] are not satisfied” and for attorneys’
fees and costs.
The
Company and its subsidiary defendants believe that the Initial
Litigation and the newly filed 2017 Complaint are without merit and
will vigorously defend against these matters. The costs of
defending these matters, and an adverse judgement, if any, against
the company defendants, will reduce assets that could otherwise be
available for distribution to the Company’s stockholders. At
the present time the Company believes there is no basis for
adjusting the liability amounts accrued in its December 31, 2016
Consolidated Financial Statements included in the report on Form
8-k, filed with the Securities and Exchange Commission on April 12,
2017, as a result of the newly filed 2017 Complaint.
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:
May 25, 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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