<PAGE>
FORM 10-K/A2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period
from ____________ to ____________
Commission file number: 0-21282
SWISHER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 56-1541396
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6849 FAIRVIEW ROAD
CHARLOTTE, NORTH CAROLINA 28210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 364-7707
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
(Title of Class)
COMMON STOCK $.01 PAR VALUE
WARRANTS TO PURCHASE COMMON STOCK
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [X]
The aggregate market value of the 1,470,182 shares of Common Stock held by
non-affiliates was $12,312,774 as of February 6, 1997. The market value
of the shares was calculated based on a $8.375 closing bid price of such
shares on Nasdaq National Market on such date.
As of January 28, 1997, 1,935,841 shares of the registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
THE INFORMATION REQUIRED BY PART III OF THIS ANNUAL REPORT IS INCORPORATED BY
REFERENCE TO THE REGISTRANT'S DEFINITIVE PROXY STATEMENT IF FILED WITH THE
COMMISSION ON OR BEFORE FEBRUARY 28, 1997 OR, IF SUCH PROXY STATEMENT IS NOT
FILED, WILL BE FILED WITH THE COMMISSION AS AN AMENDMENT TO THIS FORM 10-K UNDER
COVER OF FORM 10-K/A, NOT LATER THAN FEBRUARY 28, 1997.
Transitional Small Business Disclosure Format: Yes No X
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SWISHER INTERNATIONAL, INC.
By: /s/ Patrick L. Swisher
-------------------------------------
Patrick L. Swisher
President, Chief Executive Officer
and Director
Dated: May 5, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and 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
Director
- --------------------------
William B. Danzell
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) CONSOLIDATED FINANCIAL STATEMENTS.
Independent Auditor's Report of McGladrey & Pullen, LLP F-1
Independent Auditor's Report of Ehrhardt Keefe Steiner
& Hottman, P.C. F-2
Consolidated Balance Sheets as of October 31, 1996 and 1995 F-3
Consolidated Statements of Operations for the years ended
October 31, 1996, 1995 and 1994 F-5
Consolidated Statements of Stockholders' Equity for the years
ended October 31, 1996, 1995 and 1994 F-6
Consolidated Statements of Cash Flows for the years ended
October 31, 1996, 1995 and 1994 F-7
Notes to Consolidated Financial Statements F-10
(b) EXHIBITS.
The following is a complete list of Exhibits filed as part of this
report and which are incorporated herein.
EXHIBIT NO.
- -----------
* 3.1.1 Articles of Incorporation, as amended, of the Company as filed on
October 10, 1986 with the Secretary of State of the State of
Nevada.
* 3.1.2 Certificate of Amendment of Articles of Incorporation of the Company
as filed on January 19, 1993, with the Secretary of State of the
State of Nevada.
# 3.1.3 Certificate of Designations of Series A Junior Participating
Preferred Stock.
* 3.2.1 Amended and Restated By-Laws of the Company.
* 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.
* 10.1.2 Amended Employment Agreement, effective January 1, 1993, between
Patrick L. Swisher and the Company.
* 10.2.1 1992 Incentive Stock Option Plan, effective April 29, 1992,
authorizing 58,334 shares of Common Stock for issuance pursuant to
the Plan.
* 10.2.2 1992 Non-Qualified Stock Option Plan, effective April 29, 1992,
authorizing 133,333 shares of Common Stock for issuance pursuant
to the Plan.
*** 10.2.3 Amendment to 1992 Incentive Stock Option Plan, effective April 12,
1994, authorizing 250,000 shares of Common Stock for issuance
pursuant to the Plan.
*** 10.2.4 Amendment to 1992 Non-Qualified Stock Option Plan, effective April
12, 1994, authorizing 150,000 shares of Common Stock for issuance
pursuant to the Plan.
10.3 Franchise Agreements by and between the Company and its franchisees,
effective dates set forth below:
27
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EXHIBIT NO.
- -----------
* (i) Form of Franchise Agreement by and between the Company and
certain franchisees.
* (ii) Form of Franchise Agreement by and between the Company and
certain franchisees.
* (iii) Form of Franchise Agreement by and between the Company and
certain franchisees.
* (iv) Franchise Agreement, dated August 20, 1990, by and between
the Company and J/S Enterprises, Inc. for Louisville
territory, subsequently transferred to Louisville
Restroom Sanitation Services, Inc. on August 31, 1990.
* (v) Franchise Agreement, dated October 31, 1990, by and between
the Company and Rice & Rice Corporation for Richmond
territory.
** (vi) Form of Franchise Agreement, dated October 31, 1990, by and
between the Company and maid service franchisees.
oo (v) Form of Master License Agreement relating to international
licenses by and between the Company's wholly-owned
subsidiary, F.M.S., Inc., and certain licensees.
* 10.4 Lease, dated April 20, 1992, by and between B.S. Associates
Partnership and the Company.
* 10.5 Lease Agreement, dated August 6, 1992, by and between Economy Air,
Inc. and the Company.
* 10.6 Agreement, dated February 11, 1993, by and among Locke Burgess,
Ross Burgess, Lynn Smith and Austin-San Antonio Hygiene Services,
Inc, the Company and Swisher Hygiene Franchise Corp.
* 10.7 Promissory Note and Guaranty, dated December 17, 1992, by and
between Wachovia Bank of North Carolina, N.A. and the Company
(terminated).
oo 10.7.1 Revolving Note and Loan Agreement, dated September 19, 1996, by and
between SouthTrust Bank of North Carolina and the Company.
* 10.8 Letter of Intent, dated February 11, 1993, by and between
Consolidated Products, Inc. and the Company.
* 10.9.1 Asset Purchase and Sale Agreement, dated March 12, 1993, by and
between Consolidated Products, Inc. and Swisher Products, Inc.
+ 10.9.2 Asset Purchase Agreement effective July 1, 1996, relating to the
sale of Surface Doctor by Professional Carpet Systems, Inc. and
Old Dixie Supply Company to the Company.
* 10.10.1 Promissory Note, dated April 1, 1993, by and between Branch
Banking and Trust Company and the Company.
* 10.10.2 Loan Agreement, dated April 1, 1993, by and between Branch Banking
and Trust Company and the Company.
o 10.10.3 Loan Agreement, dated April 21, 1995, by and between First Union
National Bank of North Carolina and the Company (terminated).
o 10.10.4 Loan Agreement, dated May 18, 1995, by and between Stephens
Diversified Leasing, Inc., d/b/a Stephens Franchise Finance, and
the Company.
28
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EXHIBIT NO.
- -----------
oo 21. List of Subsidiaries of the Company.
oo 23. Consent of McGladrey & Pullen, LLP.
- 27. Financial Data Schedule.
_____________
- - Filed herewith.
oo Previously filed.
* 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. 0-21282).
*** 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. 0-21282).
# Previously filed and incorporated by reference from the Company's
Registration Statement on Form 8-A filed September 19, 1995.
+ Previously filed and incorporated by reference from the Company's Form 8-K
dated July 30, 1996, as filed with the SEC on or about August 8, 1996.
o Previously filed and incorporated by reference from the Company's Form 10-K
for the fiscal year ended October 31, 1995. (S.E.C. File No. 0-21282).
(c) REPORTS ON FORM 8-K.
The Company filed a Form 8-K on or about August 8, 1996 to disclose the
acquisition of Surface Doctor; financial statements for Surface Doctor
were filed pursuant to Form 8-K/A1 on October 15, 1996.
29
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<CASH> 2,070,416
<SECURITIES> 0
<RECEIVABLES> 5,240,146
<ALLOWANCES> 145,025
<INVENTORY> 166,042
<CURRENT-ASSETS> 5,525,175
<PP&E> 1,154,491
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<TOTAL-ASSETS> 10,212,711
<CURRENT-LIABILITIES> 3,385,989
<BONDS> 2,409,094
0
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<COMMON> 4,026,018
<OTHER-SE> 1,845,608
<TOTAL-LIABILITY-AND-EQUITY> 10,212,711
<SALES> 3,279,578
<TOTAL-REVENUES> 10,661,408
<CGS> 3,028,580
<TOTAL-COSTS> 9,704,740
<OTHER-EXPENSES> 257,240
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<INTEREST-EXPENSE> 257,240
<INCOME-PRETAX> 699,428
<INCOME-TAX> 318,510
<INCOME-CONTINUING> 380,918
<DISCONTINUED> 0
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<NET-INCOME> 380,918
<EPS-PRIMARY> .20
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