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As filed with the Securities and Exchange Commission on November 29, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SWISHER INTERNATIONAL GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3857632
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
459 East 16th Street
Jacksonville, Florida 32206
(Address of principal (Zip Code)
executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is
to be so registered to be registered
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Class A Common Stock, par value $.01 per share New York Stock Exchange
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Registrant's Class A Common Stock, par value $.01
per share, is contained in the "Description of Capital Stock" contained in the
Registrant's Prospectus in the form to be filed pursuant to Rule 424(b) of
the Securities Act of 1933, as amended, which Prospectus will constitute a
part of the Registrant's Registration Statement on Form S-1 (No. 33-14975),
as amended, and such description is incorporated herein by reference.
ITEM 2. EXHIBITS
The securities to be registered are to be registered pursuant to Section
12(b) of the Securities and Exchange Act of 1934, as amended, on the New York
Stock Exchange (the "NYSE"), on which no other securities of the Registrant are
registered. Accordingly, the following exhibits required in accordance with
Part II to the instructions as to exhibits to a Registration Statement on Form
8-A have been duly filed with the NYSE:
1. Registrant's Registration Statement on Form S-1 (No. 333-14975), filed with
the Securities and Exchange commission on October 29, 1996, Amendment No. 1
thereto filed November 14, 1996, Amendment No. 2 thereto filed November 18,
1996 and Amendment No. 3 thereto filed December 2, 1996.
4.1 Form of Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 filed as part of Amendment No. 1
to Registration Statement No. 333-14975 filed by the Registrant on
November 14, 1996).
4.2 Form of Amended and Restated By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 filed as part of Amendment No. 1 to Registration
Statement No. 333-14975 filed by the Registrant on November 14, 1996).
4.3 Form of Registration Rights Agreement between the Registrant and Hay
Island Holding Corporation (incorporated by reference to Exhibit 10.1
filed as part of Amendment No. 1 to Registration Statement No. 333-14975
filed by the Registrant on November 14, 1996).
5. Specimen of Registrant's Class A Common Stock Certificate (incorporated by
reference to Exhibit 4.1 filed as part of Amendment No. 3 to the
Registration Statement No. 333-14975 filed by the Registrant on
December 2, 1996).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SWISHER INTERNATIONAL GROUP INC.
By: /s/ Robert A. Britton
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Name: Robert A. Britton
Title: Chief Financial Officer
Date: November 29, 1996