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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
Swisher International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
870811 30 4
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(CUSIP NUMBER)
Patrick L. Pullen, Esq., 5182 Old Dixie Highway, Forest Part GA 30050
404-363-9924
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 870811 30 4 Page 1 of Pages
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph R. Lunsford
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 275,000
REPORTING --------------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH
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(10) SHARED DISPOSITIVE POWER
275,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,000
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 870811 30 4 Page 2 of Pages
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Professional Carpet Systems, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia, USA corporation
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(7) SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH 254,203
REPORTING --------------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH
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(10) SHARED DISPOSITIVE POWER
254,203
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,203
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This report relates to the Common Stock issued by Swisher
International, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 6849 Fairview Road, Charlotte, North Carolina
28210.
ITEM 2. IDENTITY AND BACKGROUND
This report is filed by Joseph R. Lunsford ("Lunsford") and
Professional Carpet Systems, Inc., a Georgia corporation ("PCS") which
is wholly-owned by Lunsford. The address of PCS and Lunsford
(collectively, the "Reporting Persons") is 5182 Old Dixie Highway,
Forest Park, Georgia 30050. Lunsford is president of Professional
Carpet Systems, Inc., which is a franchisor of carpet
care/rejuvenation services and is also president of Old Dixie Supply
Company and Floorcoverings International, Ltd.
During the last five (5) years, neither of the Reporting Persons have
been (i) convicted in a criminal proceeding described in Item 2(d) of
Schedule 13D or (ii) a party to any of the proceedings described in
item 2(e) of Schedule 13D.
Lunsford is a United States of America citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This report is filed with respect to 179,302 shares of Common Stock of
the Issuer ("Shares") and an option to purchase an additional 75,000
Shares at $6.00 which were received by PCS as consideration for the
sale to Issuer of certain wholly owned assets of PCS. An additional
20,698 Shares were received by Old Dixie Supply Company ("ODS") as
consideration for the sale to Issuer of certain assets held by ODS
which is also a Georgia corporation wholly owned by Lunsford.
ITEM 4. PURPOSE OF TRANSACTION
The Shares were acquired by PCS and ODS for investment purposes as
consideration for certain assets thereof.
PCS plans to sell 67,790 Shares of stock to meet certain financial
obligations. It may exercise its option to purchase up to an
additional 75,000 Shares. ODS plans to sell 7,210 Shares to meet
certain financial obligations. The Reporting Persons have no plans or
proposals relating to any of the transactions or events described in
Item 4, paragraphs (b) through (j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Lunsford may be deemed to beneficially own 200,000 Shares or
9.7% of the Issuer's issued and outstanding Common Stock.
(Such amount includes the 179,203 Shares or 9.2% of the
Issuer's issued and outstanding Common Stock owned of record
by PCS and 20,698 Shares owned of record by ODS.) PCS is the
owner of record and Lunsford may be deemed to be beneficial
owner of 75,000 Shares issuable upon the exercise of the
Option described above. Assuming PCS exercises its option on
all 75,000 Shares, PCS would be the owner of record of 254,203
Shares representing 12.6% of the Issuer's outstanding Common
Stock and Lunsford would be the beneficial owner of 275,000
Shares representing 13.7% of the Issuer's outstanding Common
Stock.
(b) The Reporting Persons may be deemed to share voting and
dispositive control over 179,203 Shares which are owned of
record by PCS. Lunsford may be deemed to share voting and
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dispositive control over an additional 20,698 Shares owned of
record by ODS.
(c) During the past sixty (60) days, neither Reporting Person has
been involved in any transactions in Issuer's class of
securities reported on.
(d) No other person has the right to receive (or the power to
direct the receipt of) dividends from, or the proceeds from
the sale of, Shares owned of record or beneficially by the
Reporting Persons.
(e) As of the date of the event which required the filing of this
Schedule 13D, PCS is the owner of record of an excess of five
percent (5%) of the Issuer's outstanding Common Stock and
Lunsford is the beneficial owner of record of an excess of
five percent (5%) of the Issuer's outstanding Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
130,000 Shares of the 200,000 Shares beneficially owned by Lunsford
are subject to a Registration Rights Agreement which is attached as
Exhibit I.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are no exhibits to be filed which relate to the filing of joint
acquisition statements as required by Rule 13d-I(f) (Section
240.I3d-I(f), nor are there written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3;
(2) the acquisition of issuer control, liquidation, sale of assets,
merger or change in business or corporate structure or any other
matter as disclosed in Item 4. A complete copy of the Registration
Rights Agreement referred to in Item 6. is attached as Exhibit I.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: 8/8/96 /s/ Joseph R. Lunsford
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Joseph R. Lunsford
PROFESSIONAL CARPET SYSTEMS, INC.
Date: 8/8/96 /s/ Joseph R. Lunsford
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By: Joseph R. Lunsford, President
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EXHIBIT I
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT dated as of July 30, 1996 between
SWISHER INTERNATIONAL, INC., a Nevada corporation ("Swisher"), Professional
Carpet Systems, Inc., a Georgia corporation ("PCS") and Old Dixie Supply
Company, a Georgia corporation ("ODS").
The parties agree as follows:
Section 1. Definitions. For purposes of this Agreement:
(a) "Common Stock" means Swisher's Common Stock, $.01 par
value;
(b) "Holder" means PCS or ODS and any of its successors
or assigns which hold Registrable Securities;
(c) "Registrable Securities" means (i) the 130,000 shares
of Common Stock issued by Swisher to PCS and ODS pursuant to Paragraph 3.2 of
the Asset Purchase Agreement effective July 1, 1996 by and between PCS, ODS and
Swisher (the "Purchase Agreement") and (ii) any Common Stock of Swisher issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the 130,000 shares of Common Stock
described above;
(d) "register," "registered," and "registration" refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"Act"), and the declaration or ordering of effectiveness of such registration
statement or document; and
(e) The number of shares of "Registrable Securities then
outstanding" shall be equal to the number of shares of Common Stock of Swisher
outstanding which are, and the number of shares of Common Stock of Swisher
issuable pursuant to then exercisable or convertible securities which upon
issuance would be, Registrable Securities.
Section 2. Demand Registration.
(a) If at any time on and after July 31, 1997 or (i) if
PCS or ODS sells or otherwise disposes of sufficient shares of Stock to pay any
taxes which may become due and payable by PCS or ODS in connection with the
transaction which is the subject of this Agreement; and/or (ii) if PCS or ODS
is required to transfer shares in connection with an encumberance, pledge,
placement of shares of Stock as collateral in any manner whatsoever to a third
party creditor in satisfaction of a lien, security interest as collateral,
corporate guarantee for any indebtedness or any liability whatsoever, Swisher
receives a written request from Holders of at least 75% of the Registrable
Securities then outstanding that Swisher file a registration statement under
the Act covering the registration of Registrable Securities held by them, then
Swisher shall, subject to the limitations of this Section 2, use its best
efforts to effect within 45 days of such request or as soon as practicable
thereafter, the registration under the Act of all Registrable Securities which
such Holders have requested be registered and will keep such registration
statement effective for a minimum of six months. Swisher shall be obligated to
effect only one (1) registration pursuant to this Section 2(a).
(b) If the Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise Swisher as a part of their request made pursuant to this Section 2. The
Holders shall (together with Swisher as provided in Section 3) enter into an
underwriting agreement in customary form with a mutually acceptable underwriter
or underwriters. Notwithstanding any other provision
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of this Section 2, if the managing underwriter advises the Holders in writing
that marketing factors require a limitation of the number of shares to be
underwritten, then the number of shares of Registrable Securities of the
Holders that may be included in the underwriting shall be so limited pro rata.
Section 3. "Piggyback" Rights. If (but without any obligation
to do so) during the period of three years from the date hereof, Swisher
proposes to register any Common Stock under the Act in connection with a public
offering for cash proceeds payable in whole or in part to Swisher (other than
with respect to a Registration Statement filed on Form S-8 or Form S-4 or such
other similar form then in effect under the Act), Swisher shall, at such time,
subject to the provisions of Section 6 and 7 hereof and upon request of the
Holders who wish to participate, cause to be registered under the Act all of
the Registrable Securities which the Holders have requested be registered;
provided, however, if the managing underwriter of the public offering of shares
proposed to be registered by Swisher advises the Holder in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the number of shares of Registrable Securities of the
Holders that may be included in the underwriting shall be so limited pro rata.
Section 4. Registration Procedure. Whenever required under this
Agreement to effect the registration of any Registrable Securities, Swisher
shall, as expeditiously as is reasonably possible:
(a) Furnish to the Holders of the Registrable Securities
covered by such registration statement such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by them.
(b) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriter of such offering. Each
selling Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement.
(c) Notify each holder of Registrable Securities covered
by such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
Act, of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.
Section 5. Furnish Information. The Holders shall promptly
furnish to Swisher in writing such reasonable information regarding themselves,
the Registrable Securities held by them, and the intended method of disposition
of such securities as shall be required to effect the registration of their
Registrable Securities.
Section 6. Expenses of Registration. All of the foregoing
expenses relating to the Registrable Securities incurred in connection with
registration, filing or qualification pursuant to Section 2 of this Agreement,
including (without limitation) all registration, filing and qualification fees,
printers' bills, mailing and delivery expenses, accounting fees, and the fees
and disbursements of counsel for Swisher and the Holders shall be borne
Swisher. All expenses, other than underwriting discounts, relating to
Registrable Securities incurred in connection with registration, filing or
qualification pursuant to Section 3 of this Agreement, including (without
limitation) all registration, filing and qualification fees, printers' bills,
mailing and delivery expenses, accounting fees, and the fees and disbursements
of counsel for Swisher and the Holder shall be borne by Swisher.
Section 7. Indemnification and Contribution. In the event any
Registrable Securities are included in a registration statement under this
Agreement:
(a) To the extent permitted by law, Swisher will
indemnify and hold harmless each Holder,
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the officers and directors of each Holder, any underwriter (as defined in the
Act) for such holder, and each person, if any, who controls such Holder or
underwriter within the meaning of the Act or the Securities Exchange Act of
1934 (the "Exchange Act"), against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and Swisher will reimburse each such Holder, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 7(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if
such settlement is effected without the consent of Swisher (which consent shall
not be unreasonably withheld), nor shall Swisher be liable in any such case for
any such loss, claim, damage, liability, or action to the extent that it arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, preliminary
prospectus or final prospectus or any amendment or supplement thereto in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, underwriter or
controlling person; provided, further, however, that if any losses, claims,
damages or liabilities arise out of or are based upon any untrue statement,
alleged untrue statement, omission or alleged omission contained in any
preliminary prospectus, and made in reliance upon and in conformity with
written information furnished by such Holder expressly for use therein, which
did not appear in the final prospectus, Swisher shall not have any such
liability with respect thereto to such Holder, any person who controls such
Holder within the meaning of the Act, or any director of such Holder, if such
Holder delivered a copy of the preliminary prospectus to the person alleging
such losses, claims, damages or liabilities and failed to deliver a copy of the
final prospectus, as amended or supplemented if it has been amended or
supplemented, to such person at or prior to the written confirmation of the
sale to such person, provided that such Holder had an obligation to deliver a
copy of the final prospectus to such person; and
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless Swisher, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls Swisher within the meaning of the Act, any underwriter and any other
Holder selling securities in such registration statement or any of its
directors or officers or any person who controls such Holder or underwriter,
against any losses, claims, damages or liabilities (joint or several) to which
Swisher or any such director, officers, controlling person, or underwriter or
controlling person, or other such Holder or director, officer or controlling
person may become subject, under the Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereto) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, if the untrue statement or omission or alleged untrue statement or
omission in respect of which such loss, claim, damage or liability is asserted
was made in reliance upon and in conformity with written information furnished
by such Holder expressly for use in connection with such registration; and each
such Holder will reimburse any legal or other expenses reasonably incurred by
Swisher or any such director, officer, controlling person, underwriter or
controlling person, or other Holder, officer, director, or controlling person
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 7(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action, if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably
withheld); provided, further that the maximum liability of any selling Holder
under this Section 7(b) in regard to any registration statement shall in no
event exceed the amount of the proceeds received by such selling Holder from
the sale of securities under such registration statement; provided, further,
however, that if
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any losses, claims, damages or liabilities arise out of or are based upon an
untrue statement, alleged untrue statement, omission or alleged omission
contained in any preliminary prospectus which did not appear in the final
prospectus, such seller shall not have any such liability with respect thereto
to Swisher, any person who controls Swisher within the meaning of the Act, any
officer of Swisher who signed the registration statement or any director of
Swisher, if Swisher delivered a copy of the preliminary prospectus to the
person alleging such losses, claims, damages or liabilities and failed to
deliver a copy of the final prospectus, as amended or supplemented if it has
been amended or supplemented, to such person at or prior to the written
confirmation of the sale to such person, provided that Swisher had an
obligation to deliver a copy of the final prospectus to such person.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 7,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel mutually
satisfactory to the parties. An indemnified party shall have the right to
retain its own counsel, however, the fees and expenses of such counsel shall be
at the expense of the indemnified party, unless (i) the employment of such
counsel has been specifically authorized in writing by the indemnifying party,
(ii) the indemnifying party has failed to assume the defense and employ
counsel, or (iii) the named parties to any such action (including any impleaded
parties) include both the indemnified party and the indemnifying party, and the
indemnified party shall have been advised by such counsel that there may be one
or more legal defenses available to it which are different from or additional
to those available to the indemnifying party (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf
of such indemnified party, it being understood, however, that the indemnifying
party shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys for all
indemnified parties). The failure to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party under this Agreement.
(d) If the indemnification provided for in this Section 7
is unavailable or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities or actions in respect thereof
referred to therein, then each indemnifying party shall in lieu of indemnifying
such indemnified party contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
actions in such proportion as is appropriate to reflect the relative fault of
Swisher, on the one hand, and selling Holders, on the other, in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable considerations,
including the failure to give any required notice. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by Swisher, on the one
hand, or by such selling Holders on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto acknowledge and agree that it
would not be just and equitable if contribution pursuant to this subparagraph
(d) were determined by pro rata allocation (even if all of the selling Holders
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subparagraph (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
actions in respect thereof referred to above in this subparagraph (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subparagraph (d), the amount
the selling Holders shall be required to contribute shall not exceed the
amount, if any, by which the total price at which the securities sold by each
of them were offered to the public exceeds the amount of any damages which they
would have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, or other violation of law.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to
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contribution from any person who was not guilty of fraudulent
misrepresentation.
Section 8. Miscellaneous.
(a) Binding Effect. This Agreement shall be binding upon
and shall inure to the benefit of the original parties hereto and each person
who becomes a party hereto, and their respective heirs, personal
representatives, successors and assigns.
(b) Notices. Except as otherwise provided herein, any
notice, consent or request to be given in connection with any term or provision
of this Agreement shall be deemed to have been given sufficiently if sent by
hand, registered or certified mail, postage prepaid, facsimile transmission or
courier (next day delivery), to Swisher or to PCS or ODS at their respective
addresses as designated in, or from time to time pursuant to the Purchase
Agreement.
(c) Integration. This Agreement contains the entire
agreement between the parties with respect to the transactions contemplated
hereby and no party shall be bound by, nor shall any party be deemed to have
made, any covenants, representations, warranties, undertakings or agreements
except those contained in such entire Agreement. The section and paragraph
headings contained in this Agreement are for the reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same agreement.
(e) Amendment. This Agreement may be amended, changed,
waived or terminated only in writing by Swisher, PCS and ODS.
(f) Governing Law. This Agreement and the rights and
remedies of the parties hereto shall be governed by and construed in accordance
with the laws of the State of Georgia.
IN WITNESS WHEREOF, this Agreement has been executed effective as of
the date first above written.
SWISHER INTERNATIONAL, INC.
By: /s/
--------------------------------------
PROFESSIONAL CARPET SYSTEMS, INC.
By: /s/
--------------------------------------
OLD DIXIE SUPPLY COMPANY
By: /s/
--------------------------------------
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