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): January 15,
2021
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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201 East Las Olas Boulevard
Suite 1800
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
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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.
a.
Corporate
existence extended to March 31, 2021
On May 27, 2016, Swisher Hygiene Inc. (the “Company”)
filed a certificate of dissolution in the State of Delaware.
Section 278 of General Corporation Law of the State of Delaware
(the “DGCL”), provides that dissolved corporations
“…shall nevertheless be continued, for the term of 3
years from such …dissolution or for such longer period as the
Court of Chancery shall in its discretion direct…” On
May 6, 2019, the Company filed a motion with the Court of Chancery
of the State of Delaware (the “Delaware Court”), to
continue the Company’s corporate existence beyond the 3-year
period which was set to expire on May 27, 2019. The Company’s
motion was granted by the Delaware Court, and subsequently,
pursuant to additional motions filed by the Company, the Delaware
Court has continued to grant motions extending the Company’s
corporate existence. Most recently, on December 30, 2020 the
Company filed its motion requesting that the Company’s
corporate existence which was set to expire on December 31, 2020,
be extended to March 31, 2021. The Delaware Court has granted the
Company’s motion.
b.
Motion
for Second Interim Distribution to Stockholders and to Set Final
Reserve
On November 12, 2020, the Company filed a motion with the Delaware
Court requesting that the court permit a Second Interim
Distribution of $5.0 million by the Company to its stockholders,
and also requesting the Delaware Court to determine that a reserve
of $1.8 million constitutes security that will be reasonably likely
to be sufficient to provide compensation for the claims of
Honeycrest Holdings, Ltd. (“Honeycrest”). Honeycrest,
the sole remaining claimant in the Company’s dissolution, has
opposed the Company’s motion and the parties have fully
briefed their arguments. A substantial portion of
Honeycrest’s opposition is based on its pending motion for
sanctions against the Company, seeking to strike the
Company’s answer and counterclaim in Honeycrest’s New
York litigation, Honeycrest Holdings, Ltd. v.
Swisher Hygiene Inc., et al., New York Supreme Court, Queens County
(Index No. 705039/20). On
January 12, 2021, the New York Supreme Court denied
Honeycrest’s motion for sanctions in its entirety. The
Delaware Court has not yet set a date for oral argument. The
Company is unable to predict when the Delaware Court will hear oral
argument, when the Delaware Court will rule on the Company’s
motion or the likely outcome of 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:
January 15, 2021
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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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