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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): Commission File Number:
JULY 30, 1996 0-21282
____________________
SWISHER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 56-1541396
(State of incorporation) (I.R.S. Employer
Identification Number)
6849 FAIRVIEW ROAD
CHARLOTTE, NORTH CAROLINA 28210
704/364-7707
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(Address of principal executive
offices and telephone number)
____________________
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 30, 1996, Swisher International, Inc. (the "Company")
entered into and closed an Asset Purchase Agreement (the "Agreement") with
Professional Carpet Systems, Inc. ("PCS") and Old Dixie Supply Company ("ODS").
PCS and ODS are Georgia-based companies owned by Joseph R. Lunsford.
Pursuant to the Agreement, the Company acquired from PCS and
ODS substantially all of the assets (the "Assets") of an operating division of
PCS known as Surface Doctor. Surface Doctor provides kitchen and bath
restoration services through approximately 100 domestic franchisees and 9
foreign franchisees. The Assets consist generally of all of PCS' rights as
franchisor under Surface Doctor franchise agreements, trademarks and service
marks, accounts and notes receivable in the amount of $200,000 (net of
estimated allowance for doubtful accounts), inventories and equipment.
The purchase price paid for the Assets consisted of 200,000
shares of the Company's restricted Common Stock, an Option to purchase 75,000
shares of the Company's Common Stock at an exercise price of $6.00 per share,
and the assumption of approximately $82,000 in liabilities relating to the
Surface Doctor business. Pursuant to the terms and conditions of certain
Registration Rights Agreements entered into by the Company, PCS and ODS, the
Company is obligated to promptly file a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to 70,000 shares.
Commencing July 30, 1997, PCS and ODS have the right to demand that the Company
register the remaining 130,000 shares of Common Stock under the Act.
Registration of the Common Stock is to be completed at the Company's expense.
The 200,000 shares represent approximately 10.3% of the Company's issued and
outstanding Common Stock.
The Agreement provides that the Company's acquisition of
Surface Doctor shall be effective as of July 1, 1996. As a result, all
revenues and expenses generated or incurred by the Surface Doctor business
subsequent to July 1, 1996 shall be attributed to the Company.
Surface Doctor has conducted business as a franchisor since
November 1993. Surface Doctor currently has approximately 100 domestic and 9
foreign franchisees which provide kitchen and bath restoration services,
particularly with respect to resurfacing appliances, counter tops and fixtures.
Franchisees provide such services in designated markets to the apartment
industry, hotels, other commercial customers and homeowners. Surface Doctor's
revenues are derived from franchise sales, royalty fees, marketing fees and
sales of supplies. Based upon its unaudited financial statements, Surface
Doctor had total revenues of $837,000 and pre-tax income of $122,000 during the
six months ended June 30, 1996, as compared to total revenues of $1,897,000 and
pre-tax income of $228,000 for the year ended December 31, 1995.
The Company intends to operate Surface Doctor as a division or
wholly-owned subsidiary. The Company expects to retain approximately eight PCS
employees engaged in Surface Doctor operations.
PCS and ODS are wholly-owned by Joseph R. Lunsford. Mr.
Lunsford has served as a director of the Company since May, 1996. Mr. Lunsford
did not participate in any actions taken by the Company's Board of Directors
with respect to the transactions described herein. There were no other
affiliations between the Company, PCS or ODS.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The financial statements of Surface Doctor required by
Item 7(a) of Form 8-K shall be filed as an amendment
to this report as soon as practicable but in any event
within 60 days of the date on which this report is
due.
(b) The pro forma financial information concerning the
Company and Surface Doctor required by Item 7(a) of
Form 8-K shall be filed as an amendment to this report
as soon as practicable but in any event within 60 days
of the date on which this report is due.
(c) The following exhibit is furnished herewith in
accordance with the provisions of Item 601 of
Regulations S-K:
REG. S-K
EXHIBIT NO. DESCRIPTION ITEM NO.
- ----------- ----------- --------
2.1 Asset Purchase Agreement by and among the Company, 2
Professional Carpet Systems, Inc. and Old Dixie Supply Company, dated
July 31, 1996, including the Option and Registration Rights Agreements
attached thereto as Exhibits 2.1(b), 3.1 and 3.2, respectively.
(Pursuant to Item 601(b)(2) of Regulation S-K, the remaining exhibits
and schedules are listed in the Asset Purchase Agreement and will be
furnished supplementally upon request by the Commission.)
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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.
SWISHER INTERNATIONAL, INC.
Date: August 8, 1996 By: /s/ PATRICK L. SWISHER
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Patrick L. Swisher, President
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EXHIBIT INDEX
REG. S-K
EXHIBIT NO. DESCRIPTION ITEM NO.
- ----------- ----------- --------
2.1 Asset Purchase Agreement by and among the Company, 2
Professional Carpet Systems, Inc. and Old Dixie Supply Company, dated
July 31, 1996, including the Option and Registration Rights Agreements
attached thereto as Exhibits 2.1(b), 3.1 and 3.2, respectively.
(Pursuant to Item 601(b)(2) of Regulation S-K, the remaining exhibits
and schedules are listed in the Asset Purchase Agreement and will be
furnished supplementally upon request by the Commission.)