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EX-99.1 - PRESS RELEASE - Swisher Hygiene Inc. | swsh_ex991.htm |
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): June 22,
2020
SWISHER HYGIENE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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:
☐ 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
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Trading Symbol
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Name of each exchange on which registered
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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 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.
As
previously reported by Swisher Hygiene Inc. (the
“Company”), in a Report on Form 8-K, filed with the
Securities and Exchange Commission (the “SEC”) on July
1, 2019, the Company, on June 27, 2019, filed a motion with the
Court of Chancery of the State of Delaware (the “Delaware
Court”) seeking the Delaware Court’s approval to make
an interim distribution to stockholders of not more than $10.0
million (the “Interim Distribution”).
On
April 28, 2020, the Delaware Court heard oral arguments from
certain purported claimants seeking to substantiate their claims,
and from Honeycrest Holdings, Ltd., opposing the Company’s
motion for the Interim Distribution, and from the Company in
response to the foregoing. On June 12, 2020, in a Letter Opinion,
the Delaware Court granted the Company’s motion for an
Interim Distribution of not more than $10.0 million, set reserves
for two claimants of approximately $6.9 million while the merits of
their claims are being determined, and denied all remaining claims
presented to it for consideration.
Pursuant to the
Delaware Court’s approval of the Company’s request for
an Interim Distribution of not more than $10.0 million, the
Company’s Board of Directors has considered and approved a
distribution of approximately US$10.0 million, calculated at the
rate of US$0.5657 per share of the Company’s common stock,
$.001 par value, to the Company’s stockholders of record as
of June 29, 2020, payable on July 15, 2020. Further information
relating to the Interim Distribution may be found on the
Company’s press release dated June 22, 2020, included as
Exhibit 99.1 to this Report on Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
Exhibit No.
Exhibit Description
Press
release, dated June 22, 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.
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SWISHER HYGIENE INC.
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Date:
June 22, 2020
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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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