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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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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:
DECEMBER 4, 1996 0-21282
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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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) (1) Previous independent accountants.
(i) As disclosed in the proxy statement for the annual meeting held in
May 1996, Swisher International, Inc. (the "Company") deferred
selection of an independent public accountant for the current
fiscal year to consider whether a plan of rotation would be
beneficial to the Company. The Audit Committee determined to
solicit proposals from various accounting firms and began such
solicitations in September 1996. Ehrhardt Keefe Steiner & Hottman
P.C. (the "Former Accountants"), which had acted as the independent
public accountants for the Company for the prior three fiscal
years, declined to submit a proposal.
(ii) The Former Accountants reported on the Company's financial
statements for the fiscal years ended October 31, 1993, 1994, and
1995. The reports of the Former Accountants on the financial
statements for such years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Company's Audit Committee approved the solicitation of
proposals and made recommendations to the Board of Directors as to
the selection of new accountants. The Board of Directors approved
the new independent accountants based on the proposals submitted.
(iv) During the Company's fiscal years ended October 31, 1994 and 1995,
and through the date of this report, there were no disagreements
with the Former Accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of the Former Accountants would have caused them to make reference
thereto in their report on the financial statements for such years.
(v) During the fiscal years ended October 31, 1994 and 1995, and
through the date of this report, none of the events described in
paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K
occurred.
(a) (2) The Registrant engaged McGladrey & Pullen, LLP, as its new independent
accountants effective December 4, 1996. During the two fiscal years
preceding its appointment and through the date hereof, the Company had
not consulted with McGladrey & Pullen, LLP, on items regarding:
(i) The application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might
be rendered on the Company's financial statements; there was no
written or oral advice provided that was an important factor in
reaching a decision as to any accounting, auditing or financial
reporting issue; or
(ii) Any matter that was the subject of a disagreement (as defined in
paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable
event (as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
(a) (3) The Company provided the Former Accountants with a copy of the
foregoing disclosures and requested in writing that the Former
Accountants furnish it with a letter addressed to the SEC stating
whether or not it agrees with such disclosures. A copy of such letter
is filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Letter from the Former Accountants as described in paragraph 4(a)(3)
above.
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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: December 4, 1996 By: /s/ PATRICK L. SWISHER
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Patrick L. Swisher, President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
16 Letter from the Former Accountants as described in paragraph
4(a)(3).
</TABLE>
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[EHRHARDT KEEFE STEINER & HOTTMAN PC LETTERHEAD]
Securities and Exchange Commission
450 5th Street N.W.
Washington D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of Swisher
International, Inc. dated December 4, 1996.
/s/ EHRHARDT KEEFE STEINER & HOTTMAN
Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
December 4, 1996
