As filed with the Securities and Exchange Commission on May 7, 1997.
Registration No. 333-________.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SWISHER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
56-1541396
(I.R.S. Employer Identification No.)
6849 Fairview Road
Charlotte, North Carolina 28210
Telephone: 704/364-7707
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Patrick Swisher
6849 Fairview Road
Charlotte, North Carolina 28210
Telephone: 704/364-7707
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
David C. Roos, Esq.
Berliner Zisser Walter & Gallegos, P.C.
Suite 4700, 1700 Lincoln Street
Denver, Colorado 80203
Telephone: 303/830-1700
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Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of each class of Amount to maximum offering aggregate Amount of
securities to be registered to be registered price per unit(1) offering price(1) registration fee
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Common Stock....................... 349,000 $12.125 $4,231,625 $1,282.32
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 7, 1997
349,000 SHARES
[LOGO]
- -Registered Trademark- SWISHER INTERNATIONAL, INC.
COMMON STOCK
All of the shares of Common Stock offered hereby will be sold by
Professional Carpet Systems, Inc. ("PCS"), Old Dixie Supply Company ("ODS"),
Internetwork Communications, Inc. ("ICI"), Mark Wachs and Associates ("MWA") and
Cohig & Associates, Inc. and certain of its existing and former officers (the
"Cohig Group") (collectively, the "Selling Shareholders"). The 191,512 shares
of Common Stock offered by PCS consist of 116,512 shares which are currently
issued and outstanding and 75,000 shares issuable upon the exercise of an option
(the "PCS Option") at a price of $6.00 per share. The 13,488 shares of Common
Stock offered by ODS are all currently issued and outstanding. The 25,000
shares of Common Stock offered by ICI are issuable upon the exercise of an
option (the "ICI Option") to purchase such shares at a price of $5.75 per share.
The 5,000 shares of Common Stock offered by MWA are issuable upon the exercise
of an option (the "MWA Option") to purchase such shares at a price of $5.00 per
share. The shares of Common Stock offered by the Cohig Group consist of 114,000
shares, all of which are issuable upon the exercise of certain warrants (the
"Cohig Warrants"). The Cohig Warrants may be exercised to purchase 76,000
shares at a price of $7.20 per share and an additional 38,000 shares at a price
of $7.80 per share.
Swisher International, Inc. (the "Company") will receive the exercise price
of any shares which are issued pursuant to the PCS Option, the ICI Option, the
MWA Option and the Cohig Warrants, but will not receive any of the proceeds from
the sale of shares by the Selling Shareholders. The Company has agreed to pay
the expenses of registering the shares of Common Stock offered hereby estimated
at $15,000. See "Selling Shareholders."
The Selling Shareholders have advised the Company that they intend to sell
the shares of Common Stock offered hereby as principal for their own accounts
from time to time in the over-the-counter market, in privately negotiated sales
or in other markets at prices prevailing at the time of sale. The Registration
Statement of which this Prospectus forms a part must be current at the time the
Selling Shareholders sell shares of Common Stock. See "Plan of Distribution."
On May 2, 1997, the closing bid price of the Common Stock was $12.125 per
share. See "Price Range of Common Stock." The Company's Common Stock is traded
on the Nasdaq National Market under the symbol "SWSH".
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SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED
WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS MAY ___, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material may also be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy statements and registration statements that have been filed electronically
with the Commission. The address of such site is http://www.sec.gov.
The Company has filed with the Commission, a registration statement
(together with all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
Common Stock offered hereby. This Prospectus, filed as part of the Registration
Statement, omits certain information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement which may be
inspected and copied in the manner and at the sources described above. Any
statements contained herein concerning the provisions of any document are not
necessarily complete and in each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's annual report on Form 10-K filed on February 18, 1997, as
amended on February 28, 1997, for the fiscal year ended October 31, 1996;
quarterly report on Form 10-Q filed on February 26, 1997 for the quarter ended
January 31, 1997; and a Current Report on Form 8-K filed on December 5, 1996 are
hereby incorporated by reference in this Prospectus. The description of the
Company's capital stock contained in the Company's Form 8-A filed February 23,
1993, which Form 8-A incorporated by reference the description of the Company's
capital stock contained in the Company's Registration Statement on Form S-1
(S.E.C. File No. 33-58320) initially filed with the Commission on February 18,
1993, both of which were declared effective on April 21, 1993 pursuant to the
Exchange Act and Securities Act, respectively, is hereby incorporated by
reference into this Prospectus.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other document
subsequently filed and incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, other than exhibits to such documents. Requests for such
copies should be directed to Patrick L. Swisher, Swisher International, Inc.,
6849 Fairview Road, Charlotte, North Carolina 28210, Telephone: (704) 362-7707.
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. SEE "RISK FACTORS" FOR
INFORMATION PROSPECTIVE INVESTORS SHOULD CONSIDER.
THE COMPANY
Swisher International, Inc. and its wholly-owned subsidiaries
(collectively, the "Company") are engaged in the sale of certain products and
services primarily through franchises in the Company's Hygiene, Swisher Maids
and Surface Doctor divisions. The Company's Hygiene franchises offer services
and products to a broad spectrum of businesses throughout the United States. An
estimated 23,000 accounts, including restaurants, retail stores, manufacturers,
commercial office buildings, health and child care facilities, schools, military
bases and hotels, now use the Company's Hygiene services and products. The
Company offers its Hygiene services and products in 38 states through
approximately 100 franchises and through wholly-owned subsidiaries in Oklahoma,
Florida and portions of North and South Carolina. The Company offers a
selection of hygiene services and products such as restroom sanitization,
anti-bacterial and degreasing handsoap, flying insect control, air sanitizers
and biological greasetrap and drain line cleaners. The Company is an approved
vendor for such national accounts as Burger King, Wendy's, Exxon and Dunkin'
Donuts. The Company began to offer hygiene licenses on an international basis
in 1996, and as of the date of this Prospectus had sold three master Hygiene
licenses.
In February 1994, Swisher Maids, Inc., a wholly-owned subsidiary of the
Company ("Swisher Maids"), began operating a home-cleaning business in
Charlotte, North Carolina, in order to prepare for the introduction of a
home-cleaning franchise marketing program. Swisher Maids currently has nine
home-cleaning franchises as well as corporate-owned home-cleaning operations
based in Charlotte, North Carolina and Phoenix, Arizona.
On July 30, 1996, the Company acquired substantially all of the assets
and business operations of Surface Doctor, a provider of bath and kitchen
restoration services, from PCS and ODS. Surface Doctor has provided on-site
bath and kitchen restoration services since November 1993. Surface Doctor
currently operates through approximately 115 domestic franchises and nine
international franchises. Since July 1996, the Company has conducted Surface
Doctor operations through a wholly-owned subsidiary of the Company.
The principal sources of the Company's revenues are initial franchise
fees and annuity revenues (consisting of product sales, royalties, service
fees, marketing fees) relating to the Company's Hygiene, Swisher Maids and
Surface Doctor operations. Revenues are also generated by Company-owned
Hygiene and Swisher Maids franchises. The Company provides a range of
support services to the franchisees of its different divisions, including
training, sales and service support and volume pricing on products and
supplies.
THE OFFERING
Common Stock offered by the Selling Shareholders. 349,000 shares
Common Stock outstanding at April 30 ,1997. . . . 2,007,941 shares
Common Stock outstanding after exercise of PCS Option,
ICI Option, MWA Option and Cohig Warrants. . . . 2,226,941 shares
Use of proceeds . . . . . . . . . . . . . . . . . The shares of Common Stock are being offered
by the Selling Shareholders, and the Company
will not receive any proceeds from the sale of
the shares offered hereby. However, the
Company will receive the exercise price paid
with respect to the PCS Option, ICI Option,
MWA Option and the Cohig Warrants to the
extent they are exercised.
Nasdaq National Market-Registered Trademark- symbols
Common Stock . . . . . . . . . . . . . . . . . SWSH
Warrants . . . . . . . . . . . . . . . . . . . SWSHW
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-3-
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SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS
YEAR ENDED ENDED
OCTOBER 31, JANUARY 31,
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1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ----
STATEMENTS OF OPERATIONS DATA:
Revenues . . . . . . . . . . . . . . . $4,769 $ 5,978 $7,963 $10,661 $2,267 $2,888
Income before taxes and
other revenues and expenses. . . . . 988 542 622 699 148 273
Net income . . . . . . . . . . . . . . 618 333 376 380 88 163
Net income per share . . . . . . . . . 37 .17 .20 .20 .05 .08
Weighted average shares outstanding. . 1,686 2,015 1,904 1,913 1,842 2,120
OCTOBER 31,
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1996 1995 JANUARY 31, 1997
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BALANCE SHEET DATA:
Working capital $ 2,139 $ 2,144 $ 2,264
Total assets 10,213 7,958 9,731
Shareholders' equity 5,872 4,485 6,034
The Company was formed in 1986 and was reincorporated as a Nevada
corporation in 1993. Its principal executive offices are located at 6849
Fairview Road, Charlotte, North Carolina 28210, and its telephone number is
(704) 364-7707.
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-4-
RISK FACTORS
IN EVALUATING THE COMPANY'S BUSINESS, PROSPECTIVE INVESTORS SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER
INFORMATION PRESENTED IN THIS PROSPECTUS.
DEPENDENCE ON PERFORMANCE OF FRANCHISEES. The Company derived
approximately 62%, 63%, 57% and 47% of its revenues in the 1996, 1995, 1994
and 1993 fiscal years, respectively, from annuity revenues. Annuity revenues
consist of product sales, royalties and marketing fees paid by franchisees.
Royalties and marketing fees are generally calculated based on a percentage
of gross revenues or sales generated by the franchisee. Although franchisees
generate a portion of their gross revenues from national accounts secured by
the Company, the generation of a majority of gross revenues is directly
dependent upon the franchisee's own marketing efforts. While the Company's
franchise support and marketing services are intended to maximize the
marketing results obtained by the franchisee, there is no assurance that
marketing undertaken by franchisees will be successful or result in any
increase in gross revenues. The Company's profitability will be largely
dependent upon revenues from product sales to franchisees and revenues from
royalties, marketing fees and service fees for the foreseeable future.
RELIANCE ON FRANCHISE SALES. During the fiscal years ended October 31,
1996, 1995, 1994 and 1993, initial franchise fees charged to franchisees
accounted for approximately 8%, 11%, 20% and 27%, respectively, of the
Company's revenues. As the number of Company franchises and resulting
annuity revenues have increased, the Company's dependence on new franchise
sales has declined. However, the Company's future revenue growth will
continue to depend, in part, upon sales of new franchises. The Company's
ability to sell franchises is impacted by a number of factors including,
among others, availability of qualified franchise candidates located within
specific geographic markets, competition and general economic conditions. In
order to expand its geographic markets, the Company has recently established
international marketing programs for its Hygiene and Surface Doctor
franchises. However, there can be no assurance the Company will continue to
sell franchises at historical levels. A decline in franchise sales may have
an adverse impact on the Company's operations.
RISK OF FINANCING FRANCHISE FEES. The Company may finance a portion of the
initial franchise fee payable in connection with the purchase of a franchise.
The Company attempts to qualify each franchisee to whom financing may be
provided, and generally receives a security interest in the franchise rights,
equipment, accounts receivable and inventory of the franchise to secure the
amount financed. For so long as the Company continues to finance new franchise
sales, the Company will be exposed to a risk of defaults or delinquencies in
payments. A significant rate of defaults or delinquencies on notes receivable
would likely have a material adverse effect on the Company's operating results
and financial condition.
RISK OF FRANCHISE TERMINATION. Should a franchisee fail to comply with
the terms of its franchise agreement, the Company would generally remarket
the franchise on behalf of the franchisee. The Company might also acquire
and operate the franchise during the period of time in which it is being
remarketed. The Company currently owns and operates a total of four
franchises which were acquired from certain franchisees. The Company is
subject to a number of risks and competitive factors with respect to
Company-owned franchises, and there can be no assurance the Company will be
successful in operating or remarketing franchises. The Company is currently
involved in litigation with a former Swisher Maids franchisee. The
franchisee ceased operation of this franchise in October 1995, and the
Company commenced a civil action against the franchisee seeking damages for
breach of contract. The franchisee has commenced his own action against the
Company which seeks damages in excess of $150,000. The Company has also
commenced arbitration proceedings in Atlanta, Georgia against two Surface
Doctor franchisees for alleged breaches of their franchise agreements.
Although the Company intends to vigorously pursue its rights and to defend
against any counterclaims, there can be no assurance that disputes with
franchisees will not have an adverse affect on the Company's financial
condition or operating results.
-5-
FUTURE CAPITAL REQUIREMENTS. At January 31, 1997, the Company had
current assets of approximately $5.0 million and current liabilities of
approximately $2.8 million. However, approximately $3.6 million of the
Company's current assets consisted of net accounts receivable and current
notes receivable. Also at January 31, 1997, the Company had other assets of
approximately $3.8 million, consisting primarily of long-term notes
receivable and intangible assets. The inability to timely collect accounts
and notes receivable could have an adverse affect on the Company's ability to
fund its future operations. The inability to collect long-term notes
receivable or to realize the value attributed to intangible assets could also
have an adverse affect on the Company's future liquidity and financial
condition. There can be no assurance that the Company will be able to raise
any additional capital which might be required, or that the terms on which
such capital are available will be acceptable to the Company.
ACQUISITION STRATEGY. The Company completed the acquisition of Surface
Doctor effective as of July 1, 1996 as part of the Company's strategy for
expanding its operations, realizing certain efficiencies and economies of
scale, and improving the Company's profitability. Acquisitions typically
require investment of operational and financial resources, integration of
dissimilar operations, assimilation of new employees, diversion of management
time and resources, increases in administrative costs, and additional costs
associated with debt or equity financing. There can be no assurance that the
acquisition of Surface Doctor or any future acquisition by the Company will
not have an adverse effect on the Company's results of operations or result
in dilution to the existing shareholders.
PRICE FLUCTUATIONS. The public market for the Company's Common Stock has
experienced significant price fluctuations. For example, since January 1,
1995, the closing bid price of the Common Stock has ranged from approximately
$2.50 to $12.125. Factors such as fluctuations in results of operations,
conditions specific to the Company's markets, and conditions in securities
markets in general, may cause the market price of the Company's securities to
fluctuate, perhaps substantially. In addition, in recent years the stock
market has experienced significant price and volume fluctuations. These
fluctuations, which are often unrelated to the operating performance of
specific companies, have had a substantial effect on the market price for
many small capitalization companies. Factors such as those cited above, as
well as other factors which may be unrelated to the operating performance of
the Company, may adversely affect the price of the Company's securities in
future periods.
KEY EMPLOYEE. The Company's success depends to a significant extent upon
the continued efforts of Patrick L. Swisher, its President and Chief
Executive Officer. The Company maintains a key-man life insurance policy of
$500,000 on the life of Mr. Swisher. The loss of the services of Mr. Swisher
could have a material adverse effect on the Company. The Company's future
success will depend in part upon its continuing ability to attract and retain
highly qualified personnel to manage the future growth of the Company.
COMPETITION. The sale of franchise businesses is highly competitive. In
marketing its franchises, the Company must compete with a rapidly growing
number of large, well-capitalized organizations which sell franchises on a
regional or national basis. Many of these firms have significantly greater
financial, marketing and personnel resources than the Company. There is no
assurance the Company will continue to compete successfully for qualified
franchise candidates.
ABILITY TO ISSUE PREFERRED STOCK. The Company's Articles of
Incorporation authorize the issuance of up to 1,500,000 shares of Preferred
Stock. The Preferred Stock may be issued in series with the material terms
of any series determined by the Board of Directors. Such material provisions
would likely include dividend rights, conversion features, voting rights,
redemption rights and liquidation preferences. The Company does not
currently anticipate that it will issue any Preferred Stock. However, if the
Company does issue any series of Preferred Stock in the future, it is likely
that such shares will have dividend privileges and liquidation preferences
superior to those of the Common Stock. Further, the Preferred Stock may be
issued with voting, conversion or other terms determined by the Board of
Directors which could be used to delay, discourage or
-6-
prevent a change in control of the Company. Such terms could include, among
other things, dividend payment requirements, redemption provisions,
preferences as to dividends and distributions and preferential voting rights.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of a substantial number of shares
of the Company's Common Stock in the public market could adversely affect the
market price of the Common Stock. Approximately 470,000 shares of the
Company's outstanding Common Stock held by officers, directors and persons
who may be deemed to be affiliates of the Company are "restricted securities"
which are all currently eligible for sale in the public market, subject to
compliance with Rule 144 under the Securities Act of 1933, as amended (the
"Act"). Rule 144 generally provides that beneficial owners of shares who
have held such shares for two years may sell within a three-month period a
number of shares not exceeding the greater of 1% of the total outstanding
shares or the average trading volume of the shares during the four calendar
weeks preceding such sale. (Effective April 29, 1997, Rule 144 will permit
such sales following a one year holding period.) Future sales of restricted
shares of Common Stock under Rule 144 or otherwise could negatively impact
the market price of the Common Stock.
ABSENCE OF DIVIDENDS. The Company does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future. The Company intends
to retain profits to fund growth and expansion. The Company's bank loan
agreement prohibits the payment of dividends without the bank's prior
consent. See "Dividend Policy."
FORWARD-LOOKING STATEMENTS Certain of the statements contained in this
Prospectus or incorporated by reference herein are not purely historical and
are forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act and are subject to the
safe harbors created thereby. These forward-looking statements include the
plans and objectives of management for future operations, including plans and
objectives relating to (i) the continued expansion of the Company's Hygiene,
Swisher Maids and Surface Doctor franchise programs, (ii) the introduction of
new products to be sold to franchisees, (iii) the continued successful
operation of franchised businesses by Hygiene, Surface Doctor and Swisher
Maids franchisees, (iv) successful collection of the Company's notes
receivable, particularly those executed by franchisees in the payment of
initial franchise fees, (v) the Company's ability to re-sell certain Hygiene
businesses which have been repurchased from franchisees and (vi) the
Company's ability to expand into international and new domestic markets. The
forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements were based on assumptions that the Company would continue to
develop and introduce new products on a timely basis, that competitive
conditions within the Company's markets would not change materially or
adversely, that demand for the Company's Hygiene, Swisher Maids and Surface
Doctor franchises would remain strong, and that there would be no material
adverse change in the Company's operations or business. Assumptions relating
to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond the control of the Company. Although the Company
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking information will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.
-7-
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Common
Stock offered hereby. However, the Company will receive up to $1,462,350 from
the exercise price paid with respect to the PCS Option, ICI Option, MWA Option
and the Cohig Warrants if and to the extent they are exercised. Any such
proceeds will be used for general working capital purposes.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock was quoted on the Electronic Bulletin Board
from its initial public offering through April 20, 1993, and thereafter the
Common Stock has been quoted on the Nasdaq National Market-Registered
Trademark- under the symbol "SWSH". The following table sets forth the range
of high and low closing bid prices, as reported by the National Association
of Securities Dealers, Inc. The prices set forth below reflect interdealer
quotations, without retail markups, markdowns or commissions, and do not
necessarily represent actual transactions.
HIGH LOW
---- ---
1994 FISCAL YEAR
First quarter . . . . . . . . . . . . $7.25 $5.88
Second quarter. . . . . . . . . . . . 5.63 4.00
Third quarter . . . . . . . . . . . . 3.88 2.88
Fourth quarter. . . . . . . . . . . . 3.38 2.50
1995 FISCAL YEAR
First quarter . . . . . . . . . . . . $3.63 $2.38
Second quarter . . . . . . . . . . . . 2.88 2.50
Third quarter. . . . . . . . . . . . . 3.88 2.75
Fourth quarter. . . . . . . . . . . . 4.12 2.63
1996 FISCAL YEAR
First quarter . . . . . . . . . . . . $4.88 $3.00
Second quarter . . . . . . . . . . . . 5.00 3.13
Third quarter. . . . . . . . . . . . . 7.00 4.00
Fourth quarter . . . . . . . . . . . . 5.75 4.50
1997 FISCAL YEAR
First quarter. . . . . . . . . . . . . $9.12 $4.88
On May 2, 1997, the closing bid price of the Common Stock was $12.125.
Factors that may cause the market price of the Common Stock to fluctuate
include quarterly fluctuations in results of operations, announcements of new
services or products by the Company or its competitors, market conditions
specific to the Company's industry, conditions in the securities markets
generally and the sale of a substantial number of the Company's shares of Common
Stock during a short period of time. In addition, the stock market in general
has recently experienced significant price and volume fluctuations. These
fluctuations, which are often unrelated to the operating performance of specific
companies, have had a substantial effect on the market price for many small
capitalization companies such as the Company. Factors such as those cited
above, as well as other factors that may be unrelated to the operating
performance of the Company, may adversely affect the price of the Common Stock.
-8-
DIVIDEND POLICY
The Company has never paid any cash dividends on its Common Stock. It is
the current policy of the Company not to pay cash dividends on the Common Stock.
Any payment of cash dividends in the future will be dependent upon the Company's
financial condition, results of operations, current and anticipated cash
requirements, plans for expansion, restrictions, if any, under debt obligations,
as well as other factors that the Board of Directors deems relevant. The loan
agreement between the Company and its bank prohibits the payment of dividends
without the bank's prior written consent.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the Selling
Shareholders. The Company has been advised that the Selling Shareholders have
sole voting and investment power with respect to all of the shares owned by
them.
AMOUNT OF
AMOUNT OF BENEFICIAL OWNERSHIP
BENEFICIAL OWNERSHIP NUMBER OF SHARES AFTER THE OFFERING(1)
--------------------------- ---------------- --------------------------
NAME NO. OF SHARES % OF CLASS BEING OFFERED NO. OF SHARES % OF CLASS
- ---- ------------- ---------- --------------- ------------- -----------
Cohig & Associates, Inc.(2) 46,740 2% 46,740 -0- 0%
Eugene McColley(2) 14,820 * 14,820 -0- 0%
Steve Bathgate(2) 13,110 * 13,110 -0- 0%
Steve Hinkle(2) 11,970 * 11,970 -0- 0%
Dennis Genty(2) 9,120 * 9,120 -0- 0%
Ed Larkin(2) 5,700 * 5,700 -0- 0%
James Hosch(2) 4,560 * 4,560 -0- 0%
Fred Birner(2) 3,420 * 3,420 -0- 0%
David C. Olson(2) 1,710 * 1,710 -0- 0%
Scott Elliott(2) 1,710 * 1,710 -0- 0%
Rike Wootten(2) 1,140 * 1,140 -0- 0%
Professional Carpet Systems, Inc.(3)(4) 191,512 9% 191,512 -0- 0%
Old Dixie Supply Company(3) 13,488 * 13,488 -0- 0%
Internetwork Communications, Inc.(5) 25,000 1% 25,000 -0- 0%
Mark Wachs and Associations(6) 5,000 * 5,000 -0- 0%
- -----------------------
* Less than 1%
(1) Assumes that all of the shares of Common Stock offered hereby are sold.
(2) Consists solely of Common Stock issuable upon exercise of the Cohig
Warrants. In the aggregate, the Cohig Warrants may be exercised to
purchase 76,000 shares at a price of $7.20 per share and an additional
38,000 shares at price of $7.80 per share. See "Plan of Distribution."
(3) Professional Carpet Systems, Inc. and Old Dixie Supply Company are
corporations owned by Joseph R. Lunsford, who served as a director of the
Company from May 1996 to February 1997.
(4) Includes Common Stock issuable upon exercise of the PCS Option, which may
be exercised to purchase 75,000 shares at a price of $6.00 per share. See
"Plan of Distribution."
(5) Consists solely of Common Stock issuable upon exercise of the ICI Option,
which may be exercised to purchase 25,000 shares at a price of $5.75 per
share. See "Plan of Distribution."
(6) Includes Common Stock issuable upon exercise of the MWA Option, which may
be exercised to purchase 5,000 shares at a price of $5.00 per share. See
"Plan of Distribution."
-9-
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they intend to
sell the Common Stock offered as principal for their own accounts. The
Common Stock will be sold from time to time in the over-the-counter market,
in privately negotiated sales or on other markets. The Registration
Statement of which this Prospectus forms a part must be current at any time
during which the Selling Shareholders sell shares of Common Stock. The
Company has agreed that it shall maintain a current Registration Statement
for nine months following the date of this Prospectus to enable the Selling
Shareholders to sell their shares of Common Stock. Any securities sold in
brokerage transactions will likely involve customary broker's commissions
which are payable by the Selling Shareholders.
All of the shares offered by PCS and ODS were acquired in connection with
the Company's acquisition of Surface Doctor from PCS and ODS effective as of
July 1, 1996. The consideration paid by the Company for Surface Doctor
included 179,302 shares of Common Stock issued to PCS, 20,698 shares of
Common Stock issued to ODS and the PCS Option, which may be exercised to
purchase 75,000 shares of Common Stock at a price of $6.00 per share. PCS
and ODS have already sold 62,790 shares and 7,210 shares of Common Stock,
respectively, pursuant to a prospectus dated November 20, 1996. The
remaining 130,000 shares of Common Stock owned by PCS and ODS, as well as the
75,000 shares issuable upon exercise of the PCS Option, are being offered
hereby.
All of the shares of Common Stock offered by ICI and MWA are issuable
upon exercise of their respective options. The ICI Option may be exercised
to purchase 25,000 shares at a price of $5.75 per share at any time prior to
October 31, 1999. The MWA Option may be exercised to purchase 5,000 shares
at a price of $5.00 per share at any time on or before December 31, 1998.
All of the shares of Common Stock offered by the Cohig Group are issuable
upon exercise of the Cohig Warrants. Cohig was the underwriter of the public
offering completed by the Company in April 1993. In connection with such
offering, the Company granted to Cohig a warrant (the "Underwriter's
Warrant") to purchase 76,000 Units at a price of $7.20 per Unit, each Unit
consisting of one share of Common Stock and one warrant (the "Unit Warrant;"
the Underwriter's Warrant and the Unit Warrants are referred to herein as the
"Cohig Warrants.") Subsequent to the Company's public offering, Cohig
distributed the Underwriter's Warrant to certain individuals who were then
officers of Cohig. Such individuals, together with Cohig, comprise the Cohig
Group. Two Unit Warrants may be exercised to purchase one share of Common
Stock at a price of $7.80 per share. The Underwriter's Warrant may be
exercised at any time on or before April 21, 1998, and the Unit Warrants may
be exercised at any time on or before December 31, 1997.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 15,000,000 shares
of Common Stock, $.01 par value per share, and 1,500,000 shares of Preferred
Stock, $.10 par value per share.
The Company offered and sold units ("Units"), each consisting of one
share of Common Stock and one redeemable Common Stock purchase warrant
("Warrant"), in April 1993. The Units were publicly traded from April 1993
through May 1993. Since that time, the Common Stock and Warrants have traded
separately. Two Warrants entitle the holder to purchase one share of Common
Stock at a price of $7.80, subject to reduction at the Company's discretion.
Subject to a registration statement being in effect and current under the
Securities Act of 1933, as amended, the Warrants are exercisable until
December 31, 1997. The Company's registration statement covering the shares
of Common Stock issuable on exercise of the Warrants is not current at the
date hereof and, therefore, the Warrants are not currently exercisable. The
Company has the right to redeem the Warrants if the closing bid price of the
Common Stock exceeds the exercise price by
-10-
at least 50% and the Company has a current registration statement in effect
at the time of the redemption. At the date of this Prospectus, there are
outstanding 760,000 Warrants to purchase 380,000 shares of Common Stock.
The Company has also adopted a Share Purchase Rights Plan (the "Rights
Plan") under which the Board of Directors declared a dividend of one
preferred share purchase right (a "Right") for each share of Common Stock
outstanding on August 11, 1995 payable to shareholders of record on that
date. As the right to exercise will not occur until the earlier of (i) ten
days following a public announcement that a person or group has acquired
beneficial ownership of 15% or more of the Company's Common Stock or (ii) the
tenth business day (or such later date as may be determined by action of the
Board of Directors) after a person commences, or announces its intention to
commence, a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 15% or more of the
Common Stock, the Board of Directors considered the adoption of the Rights
Plan as an anti-takeover device.
A more detailed description of the Company's capital stock and the
Warrants is contained in the Company's Registration Statement on Form 8-A and
its Registration Statement on Form S-1 (Reg. No. 33-58320), both effective
April 21, 1993, and such description is incorporated by reference into this
Prospectus. Descriptions of the Company's Series A Junior Participating
Preferred Stock, the Rights Plan and the Rights Agreement setting forth a
description of the terms of the Rights are contained in the Company's
Registration Statement on Form 8-A, filed September 19, 1995, and such
descriptions are incorporated by reference into this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered will be passed upon for the
Company by Berliner Zisser Walter & Gallegos, P.C., Denver, Colorado.
EXPERTS
The financial statements for the fiscal year ended October 31, 1996
incorporated in this Prospectus by reference to the Company's Annual Report
on Form 10-K for the year ended October 31, 1996 have been so included in
reliance on the report of McGladrey & Pullen, LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The financial statements for the fiscal years ended October 31, 1995 and 1994
incorporated in this Prospectus by reference to the Company's Annual Report
on Form 10-K for the year ended October 31, 1995, have been so included in
reliance on the report of Ehrhardt Keefe Steiner & Hottman, P.C., independent
accountants, given on the authority of said firm as experts in auditing and
accounting. The financial statements of Surface Doctor for the years ended
December 31, 1995 and 1994 incorporated in this Prospectus by reference to
the Company's Current Report on Form 8-K/A1 dated October 11, 1996, have been
so included in reliance on the report of Blackwell, Poole & Company,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the information contained in Quarterly Reports on Form
10-Q, neither McGladrey & Pullen, LLP, Ehrhardt Keefe Steiner & Hottman, P.C.
nor Blackwell, Poole & Company has audited or reviewed such information and
accordingly, such firms do not express an opinion or any other form of
assurance on that information.
-11-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.
--------------------
TABLE OF CONTENTS
--------------------
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Price Range of Common Stock. . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 10
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
349,000 SHARES
SWISHER INTERNATIONAL, INC.
COMMON STOCK
---------------
PROSPECTUS
---------------
________, 1997
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Other expenses in connection with this offering which will be paid by
Swisher International, Inc. (hereinafter in this Part II, the "Company") are
estimated to be substantially as follows:
PAYABLE
AMOUNT
BY THE
ITEM COMPANY*
----------
S.E.C. Registration Fees . . . . . . . . . . . . . . . $ 1,282.32
Legal Fees . . . . . . . . . . . . . . . . . . . . . . 7,000.00*
Accounting Fees and Expenses . . . . . . . . . . . . . 5,000.00*
Miscellaneous Expenses . . . . . . . . . . . . . . . . 1,717.68*
Total. . . . . . . . . . . . . . . . . . . . . . . $15,000.00*
----------
----------
- ----------------
* Estimated for the purpose of this filing.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation contain indemnification provisions
relating to expenses, fines, settlements or judgments arising in connection with
a legal proceeding to which an officer, director, employee or agent is subject,
if the person's actions were in good faith, were believed to be in the Company's
best interest and were not unlawful. The Articles of Incorporation, while not
specifically addressing indemnification for liabilities under the Securities
Act, provide that such indemnification provisions are to be construed to provide
the maximum benefit allowable to indemnitees to which indemnification may be
granted.
Apart from rights afforded by the Company's Articles of Incorporation,
Nevada law provides for mandatory indemnification in certain instances and
permissive indemnification in other instances, provided the director acted in
good faith and in a manner which he or she reasonable believed to be in, or not
opposed to, the best interest of the corporation.
Nevada law also has an extremely broad authorization of insurance and
"other financial arrangements" on behalf of directors and officers, and other
agents against any liability asserted against them and liability and expenses
incurred by them in their capacities as directors, officers, employees or
agents, whether or not the corporation has the authority to indemnify against
such liability and expenses. Such "other financial arrangements" may include
the creation of a trust fund, the establishment of a program of self insurance,
securing the obligation by granting a lien on corporate assets or the
establishment of a letter of credit, guaranty, or surety. No financial
arrangement, however, may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law except for
indemnification or advancement of expenses ordered by a court. Indemnification
may also be granted pursuant to the terms of agreements which may be
II-1
entered into in the future pursuant to a vote of shareholders or directors.
The statutory provisions cited above also grant the power to the Company to
purchase and maintain insurance which protects its officers, directors,
employees or agents against any liabilities incurred in connection with their
services in such capacities, and such a policy may be obtained by the Company
in the future.
ITEM 16. EXHIBITS.
The following is a complete list of Exhibits filed as part of this
Registration Statement and which are incorporated herein.
EXHIBIT NO.
- -----------
1. Not applicable.
+ 2.1 Asset Purchase Agreement by and among the Company, Professional
Carpet Systems, Inc. and Old Dixie Supply Company, dated July 30,
1996.
* 4.1.1 Form of specimen certificate for Common Stock of the Company.
* 4.1.2 Form of specimen certificate for Warrants of the Company.
** 4.1.3 Form of Warrant Agreement, dated April 12, 1993, between American
Securities Transfer & Trust Co. and the Company.
** 4.2 Form of specimen certificate for Underwriter's Warrant of the
Company.
# 4.3 Form of Rights Agreement and Form of Rights Certificate.
o 5. Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding
legality of the securities covered by this Registration Statement.
8. Not applicable.
15. Not applicable.
o 23.1 The consent of Berliner Zisser Walter & Gallegos, P.C., to the use
of its opinion with respect to the legality of the securities
covered by this Registration Statement and to the references to
such firm in the Prospectus filed as part of this Registration
Statement will be included in Exhibit 5.
o 23.2 Consent of Ehrhardt Keefe Steiner & Hottman P.C., independent
certified public accountants.
o 23.3 Consent of McGladrey & Pullen, LLP, independent certified public
accountants.
24. Not applicable.
25. Not applicable.
26. Not applicable.
27. Not applicable.
II-2
28. Not applicable.
- --------------------
o Filed herewith.
+ Previously filed and incorporated by reference from the Company's Form 8-K
filed on October 9, 1996 (S.E.C. File No. 000-21282).
* Previously filed and incorporated by reference from the Company's
Registration Statement on Form S-1 (S.E.C. File No. 33-58320), filed
February 18, 1993, as subsequently amended and declared effective April 21,
1993.
** Previously filed and incorporated by reference from the Company's Form 10-K
for the fiscal year ended October 31, 1993, filed on January 31, 1994
(S.E.C. File No. 000-21282).
*** Previously filed and incorporated by reference from the Company's Form 10-K
for the fiscal year ended October 31, 1994, filed on January 30, 1995.
(S.E.C. File No. 000-21282).
# Previously filed and incorporated by reference from the Company's
Registration Statement on Form 8-A filed September 19, 1995.
- --------------------
ITEM 17. UNDERTAKINGS.
(a) RULE 415.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act, and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense
II-3
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(i) RULE 430A.
The undersigned Registrant hereby undertakes that:
(i) For determining any liability under the Securities Act of 1933,
treat the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant under Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration Statement as
of the time the Commission declared it effective.
(ii) For determining any liability under the Securities Act of 1933,
treat each post-effective amendment that contains a form of Prospectus as a
new registration statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.
II-4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Charlotte, State of North Carolina, on May 5, 1997.
SWISHER INTERNATIONAL, INC.
By: /s/ PATRICK L. SWISHER
-----------------------------------------------------------
Patrick L. Swisher, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PATRICK L. SWISHER President, Chief Executive and May 5, 1997
- ------------------------------ Financial Officer and Director
Patrick L. Swisher
/s/ W. TOM REEDER Vice President, Secretary May 5, 1997
- ------------------------------ and Director
W. Tom Reeder
/s/ GEORGE K. MOORE Director May 5, 1997
- ------------------------------
George K. Moore
/s/ WILLIAM B. DANZELL Director May 5, 1997
- ------------------------------
William B. Danzell
II-5