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): March 19,
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.
Motion for
Second Interim Distribution to Stockholders and to Set Final
Reserve
As
previously reported, on November 12, 2020 Swisher Hygiene Inc. (the
“Company”) filed a motion with the Court of Chancery of
the State of Delaware (the “Delaware Court”) requesting
the court (i) to reduce the reserve previously set for the claims
of Honeycrest Holdings, Ltd. (“Honeycrest”) against the
Company from $6.9 million to $1.8 million, and (ii) to permit the
Company to make a Second Interim Distribution of $5.0 million to
its stockholders (the “Motion”). The Motion was opposed
by Honeycrest, the Company’s sole remaining known
claimant.
On
March 5, 2021, the Delaware Court ruled from the bench and denied
the Company’s motion. The Delaware Court encouraged the
parties to submit their dispute to alternative dispute resolution
and ruled that it would hold status conferences every two months
until the claims of Honeycrest were resolved. The first of those
conferences is currently scheduled for May 5, 2021.
b.
Extension of
the Company’s Corporate Existence.
Because
the claims of Honeycrest remain pending, the Company will not be
able to complete its dissolution and final liquidation by March 31,
2021. Accordingly, on March 16, 2021, the Company filed a motion
with the Delaware Court to extend its existence until December 31,
2021, which the Company believes will be granted by the Delaware
Court.
The
Company intends to pursue arbitration of the Honeycrest claim and
the Company’s counterclaims. However, the Company can give no
assurances that the parties will be able to agree on an acceptable
arbitrator, the governing terms of the arbitration or when the
arbitration will be scheduled and concluded; nor can the Company
predict the outcome of the arbitration, should it
occur.
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:
March 19, 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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