SWISHER INTERNATIONAL, INC.
6849 FAIRVIEW ROAD
CHARLOTTE, NORTH CAROLINA 28210
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD JUNE 27, 1997
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SWISHER INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class securities to which transaction applies:
___________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
5) Total fee paid:
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
SWISHER INTERNATIONAL, INC.
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 27, 1997
---------------
To the Shareholders:
The Annual Meeting of the shareholders of Swisher International, Inc. (the
"Company") will be held at Providence Country Club, 6001 Providence Country Club
Drive in the City of Charlotte, State of North Carolina on Friday, the 27th day
of June, 1997, at 10:00 A.M., and thereafter as it may from time to time be
adjourned for the following purposes:
1. To elect a board of four directors for the term set forth in the
accompanying Proxy Statement and until their successors shall have
been duly elected and qualified;
2. To approve amendments to the Company's Incentive Stock Option Plan and
Non-Qualified Stock Option Plan (together, the "Plans") to permit the
issuance of an additional 250,000 shares of Common Stock pursuant to
each Plan; and
3. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 10, 1997, as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting and any adjournment thereof.
By order of the Board of Directors,
/s/ Patrick L. Swisher
-----------------------------------
Patrick L. Swisher
President and Chief Executive Officer
June 11, 1997
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
CANNOT ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED
STATES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL
EXPENSE. IF YOU ATTEND THE MEETING, WE WILL BE GLAD TO RETURN YOUR PROXY SO THAT
YOU MAY VOTE IN PERSON AT THE MEETING.
<PAGE>
SWISHER INTERNATIONAL, INC.
---------------
PROXY STATEMENT
---------------
Persons Making the Solicitation
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Swisher International, Inc., a Nevada
corporation (the "Company"), which has its principal executive offices at 6849
Fairview Road, Charlotte, North Carolina 28210, for use at the Annual Meeting of
shareholders of the Company to be held on Friday, June 27, 1997, at 10:00 A.M.
and any adjournment thereof. The approximate date on which this Proxy Statement
and accompanying proxies were first sent or given to shareholders was June 11,
1997.
The cost of this solicitation will be borne by the Company, including
expenses incurred in connection with preparing and mailing this Proxy Statement.
Such expenses will include charges by brokers, banks or their nominees, other
custodians and fiduciaries for forwarding proxy material to the beneficial
owners of shares held in the name of a nominee. Proxies may be solicited
personally or by mail, facsimile, telephone or telegraph. Employees and
directors of the Company may solicit proxies but will not receive any additional
compensation for such solicitation.
Voting Securities
The record date with respect to this solicitation is June 10, 1997 (the
"Record Date"). All holders of record of Common Stock of the Company as of the
close of business on the Record Date are entitled to vote at the Annual Meeting.
As of June 10, 1997, there were issued and outstanding 2,041,184 shares of
Common Stock, which shares constitute the only class of outstanding shares of
the Company entitled to notice of, and to vote at, the Annual Meeting. Each
share of Common Stock is entitled to one vote for the election of directors. On
all matters properly presented to the meeting, the holders of the shares of
Common Stock will vote together, as a single class, with each share entitled to
one vote.
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the Annual Meeting in order to constitute a quorum for the
transaction of business. Directors will be elected by a plurality of the votes
cast at the election. An affirmative vote of a majority of the shares of Common
Stock voted in person or by proxy at the Annual Meeting is required for the
approval of any other proposal which properly comes before the meeting.
Shareholders may not cumulate their votes. Abstentions and broker non-votes are
not counted in the calculation of the vote. The Company's executive officers and
directors, all of whom are expected to vote for the directors nominated by the
Board of Directors and for the amendments to the Plans, in the aggregate own
approximately 11% of the Company's outstanding shares of Common Stock. A proxy
may be revoked by the shareholder at any time prior to its being voted by giving
notice to the Secretary of the Company, by executing and delivering a proxy with
a later date or by voting in person at the Annual Meeting. Unless the proxy is
revoked, or unless it is received in such form as to render it invalid, the
shares represented by it will be voted in accordance with the instructions of
the shareholder contained therein. If the proxy is signed and returned without
specifying choices, the shares will be voted in accordance with the
recommendations of the Board of Directors.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual shareholders are held confidential by the Company. Such
documents are available for examination only by the inspectors of election who
are employees appointed to tabulate the votes. The identity of the vote of any
shareholder is not disclosed except as may be necessary to meet legal
requirements.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
Nominees for Election of Directors
No person shall be eligible for election as a director of the Company
unless nominated in accordance with the procedures set forth in the Company's
Bylaws. The Chairman of the Annual Meeting, if the facts warrant, shall
determine and declare at the Annual Meeting that a nomination was not made in
accordance with the procedures prescribed in the Company's Bylaws; and if he
should so determine, he shall so declare at the Annual Meeting and the defective
nomination shall be disregarded.
The nominees for directors of the Company, together with the ages of the
nominees, their principal occupations or employment during the past five years
and other data regarding them, based on information received from the respective
nominees, are listed below. All nominees are currently serving on the Board of
Directors. Directors hold office until the next annual meeting of shareholders
and until a successor is elected and qualified. The Bylaws of the Company
provide that the number of directors shall be determined by resolution of the
Board of Directors. Executive officers are appointed by the Board of Directors
to serve until their resignation or their earlier removal by the Board. Messrs.
Swisher and Reeder devote full time to the Company, while Messrs. Moore and
Danzell spend only such time as may be required on the Company's business and
affairs.
Patrick L. Swisher, age 42, has been Chief Executive Officer and a director
of the Company since 1986 and President since 1991. From 1983 through 1986, Mr.
Swisher also served as Chief Executive Officer and a director of Swisher
Services, Inc., which was subsequently merged into Swisher International, Inc.
In 1980, Mr. Swisher co-founded PSTV Corporation, a private cable television
company, and he served as president of its construction division until 1983.
From 1977 to 1980, Mr. Swisher was an owner and co-founder of Whispers
Corporation, which operated a restaurant located in Charlotte, North Carolina.
Mr. Swisher received a Bachelor of Science degree from Appalachian State
University in 1977.
W. Tom Reeder, III, age 44, has served as a Vice President and a director
of the Company since 1988. From 1977 through 1988, Mr. Reeder was a
manufacturer's representative for wholesale apparel in Charlotte, North
Carolina. Mr. Reeder received a Bachelor of Science degree from Western Carolina
University in 1975.
George K. Moore, age 64, has served as a director of the Company since
1993. Mr. Moore is a certified public accountant in the States of North Carolina
and Florida. Since 1984, Mr. Moore has provided financial and management
consulting to businesses located in and around the Charlotte, North Carolina
area. Prior to 1984, Mr. Moore was a partner with the accounting firm of Main
Hurdman and a predecessor, which subsequently merged into KPMG Peat Marwick.
William B. Danzell, age 43, has served as a director of the Company since
1997. Mr. Danzell currently serves as Chairman of the Board for Lama, Inc., a
privately-held Delaware holding company, and for Planned Insurance Company
Corporation, an insurance company. Danzell also currently serves as Chairman of
the Board and President of Danzell Investment Management, Ltd., an investment
advisory firm. From 1983 to 1995, Mr. Danzell was employed as a broker for
Prudential-Bache Securities and was a member of its Partnership Council,
President's Council and Chairman's Council. From 1980 to 1983, Mr. Danzell was
employed as a broker for Merrill Lynch, Pierre, Fenner & Smith. Mr. Danzell
received his economics degree from Colgate University in 1977. He also holds
NASD Series 3 and Series 7 licenses and is licensed as a registered investment
advisor and life, accident and health insurance agent.
Each of the four nominees for director has consented to being named in this
Proxy Statement and to serve if elected; however, should any nominee named
herein become unable or unwilling to
-2-
<PAGE>
accept nomination or election, it is intended that the persons acting under the
enclosed proxy will vote for the election in his stead of such other person as
the Board of Directors may designate. Management has no reason to believe that
any of said nominees will be unable or unwilling to serve if elected to office.
There are no family relationships among any of the directors or any of the
executive officers of the Company.
Common Stock Ownership
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 31, 1997, by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock, (ii) each of the Company's executive officers and
directors, and (iii) all executive officers and directors as a group. Shares not
outstanding but deemed beneficially owned by virtue of the right of an
individual to acquire them within 60 days are treated as outstanding only when
determining the amount and percentage of Common Stock owned by such individual.
Each person has sole voting and sole investment power with respect to the shares
shown except as noted.
Shares beneficially owned
Name and Address(1) Number Percent
------------------- ------ -------
Patrick L. Swisher(2) ......................... 214,760 10.5%
W. Tom Reeder, III(3) ......................... 56,809 2.7%
Bruce Mullan(4) ............................... 3,000 *
Amy K. King-Simpson(4) ........................ 500 *
James A. Marshall ............................. -- --
George K. Moore(4) ............................ 47,667 2.3%
William B. Danzell ............................ -- --
Joseph R. Lunsford(5) ......................... 205,000 9.7%
Armand Investment Corporation(6) .............. 259,000 12.7%
All Directors and Officers as
a Group (seven persons)(7) .................. 322,736 15.1%
- ----------
* Less than one percent.
(1) The address for Mr. Lunsford is 5182 Old Drive Highway, Forest Park,
Georgia 30050. The address for Armand Investment Corporation is 4005
Tamiami Trail, Venice Florida. The address for all other persons listed is
6849 Fairview Road, Charlotte, North Carolina 28210.
(2) Includes 3,500 shares of Common Stock owned of record by a partnership of
which Mr. Swisher is a partner.
(3) Includes 44,167 shares of Common Stock issuable upon exercise of currently
exercisable options.
(4) Consists solely of shares of Common Stock issuable upon exercise of
currently exercisable options.
(5) Consists of 130,000 shares of Common Stock owned by Old Dixie Supply
Company and Professional Carpet Systems, Inc., which are corporations owned
by Mr. Lunsford, and 75,000 shares issuable upon the exercise of currently
exercisable options owned by such corporations.
(6) Armand Investment Corporation acquired such shares from Patrick L. Swisher
in connection with an estate and tax planning program for Mr. Swisher. Mr.
Swisher disclaims beneficial ownership of such shares.
(7) Includes 95,334 shares of Common Stock issuable upon exercise of currently
exercisable options.
-3-
<PAGE>
Compensation of Directors
Directors who are not employees of the Company receive a fee of $500 for
each Board and committee meeting attended and reimbursement of reasonable travel
and other out-of-pocket expenses for attending each meeting and may participate
in the Company's stock option plans described in Item 2 of this proxy statement.
Committees; Meetings of the Board of Directors
The Board of Directors has delegated certain of its authority to a
three-member Compensation Committee and a three-member Audit Committee. The
Compensation Committee and Audit Committee are each currently composed of George
K. Moore and William B. Danzell with Patrick L. Swisher as an ex-officio and
non-voting member. Messrs. Moore and Danzell are the only members of either
committee who are not former or current officers or employees of the Company.
Mr. Danzell's appointment to the Board of Directors and to each committee was
made March 14, 1997, to fill the vacancy on the Board and on each committee
created by the resignation of Joseph R. Lunsford.
The Compensation Committee held one meeting in fiscal year 1996. The
primary function of the Compensation Committee is to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's stock option
plans.
The Audit Committee held two meetings in fiscal year 1996. The function of
the Audit Committee is to review and approve the scope of audit procedures
employed by the Company's independent auditors, to review and approve the audit
reports rendered by both the Company's independent auditors and to approve the
audit fee charged by the independent auditors. The Audit Committee reports to
the Board of Directors with respect to such matters and recommends the selection
of independent auditors.
In fiscal year 1996, the Board of Directors held one formal meeting. All
directors attended more than 75% of the aggregate of Board and committee
meetings held during fiscal year 1996.
Executive Officers
Information concerning the three executive officers of the Company who are
not also nominees for election as directors is set forth below:
Bruce Mullan has been the Company's Vice President of Sales since January
1994. From 1981 through January 1994, he was employed by US Safety Company in
Kansas City, Missouri and served as National Accounts Manager of that company
from 1988 until January 1994. Mr. Mullan received a Bachelor of Arts degree in
Economics from Hampden-Sydney College in 1975.
Amy K. King-Simpson has served as Secretary of the Company since November
1996, and as Director of Franchise Administration since 1991. From 1984 to 1991
she served as Vice President of Franchise Administration with Econo Lodges of
America, Inc.
James A. Marshall has served as Vice President and General Counsel of the
Company since April 1997. From 1994 through July 1996, Mr. Marshall was Vice
President, General Counsel and Secretary of Compass Group USA, Inc. From 1992 to
1994, Mr. Marshall was Vice President and Associate General Counsel of Flagstar
Corporation. Mr. Marshall graduated from the Indiana University School of Law in
1975.
-4-
<PAGE>
Executive Compensation
Summary Compensation Table. The following table sets the annual and
long-term compensation for services in all capacity to the Company for the three
fiscal years ended October 31, 1996, 1995 and 1994 of Patrick L. Swisher, the
Company's Chief Executive Officer, W. Tom Reeder, III, Vice President and Bruce
Mullan, Vice President of Sales (the "Named Officers"), the only executive
officers whose total annual salary and bonus, or annual salary and other
compensation, exceeded $100,000 for such fiscal years.
<TABLE>
<CAPTION>
Long-term
compensation awards
Annual compensation -------------------
---------------------------------------------------- Options All other
Name and position Year Salary Bonus Other (Shares)(#) compensation(1)
- ----------------- ---- ------ ----- ----- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Patrick L. Swisher 1996 $198,198 $ -0- $ 14,072(2) 33,000 $ 1,846
President and Chief 1995 198,052 -0- 14,072(2) -- --
Executive Officer 1994 120,000 78,000 11,700(2) 33,000 2,249
W. Tom Reeder, III 1996 $105,000 $ 10,000 $ 5,909(2) 23,000 $ 525
Vice President 1995 104,791 12,000 4,757(2) -- --
1994 86,300 16,500 5,200(2) 7,500 385
Bruce Mullan 1996 $102,328 $ -- $ -- 2,500 $ 1,334
Vice President of Sales 1995 65,000 52,500 -- -- --
</TABLE>
- ----------
(1) Includes amounts contributed by the Company to the Named Officers' 401(k)
accounts. Excludes (i) a ircraft lease payments made by the Company to
Economy Air, Inc. and (ii) office lease payments paid to SSSW Enterprises
by the Company. See "Certain Relationships and Related Transactions."
(2) Includes automobile lease payments.
Option Grants Table. The following table sets forth information concerning
grants of stock options to the Named Officers pursuant to the Company's stock
option plans during the fiscal year ended October 31, 1996.
<TABLE>
<CAPTION>
% of Total
Options Granted Exercise or
Options to Employees in Base Price
Name Granted (shares) Fiscal Year ($/share) Expiration Date
---- ---------------- ----------- --------- ---------------
<S> <C> <C> <C> <C>
Patrick L. Swisher 33,000 41% $3.85 April 7, 2001
W. Tom Reeder, III 23,000 28% $3.50 April 7, 2001
Bruce Mullan 2,500 3% $3.50 April 7, 2001
</TABLE>
Fiscal Year-End Options/Option Values Table. No stock options were
exercised by the Named Officers during the fiscal year ended October 31, 1996.
The following table shows the stock option values for the Named Officers as of
October 31, 1996:
<TABLE>
<CAPTION>
Number of securities under- Value of unexercised in-
lying unexercised options the-money options at
at fiscal year-end(#) fiscal year-end($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Patrick L. Swisher........................ 142,201 33,000 $ 205,141 $ 37,950
W. Tom Reeder, III........................ 21,167 23,000 34,709 34,500
Bruce Mullan.............................. 500 2,500 1,175 3,750
</TABLE>
- ----------
(1) The dollar values are calculated by determining the difference between
$5.00 per share, the closing bid price of the Common Stock on October 31,
1996, and the exercise price of the options at October 31, 1996.
-5-
<PAGE>
Other than a 401(k) retirement plan for the benefit of all employees, the
Company has no retirement, pension or profit sharing program for the benefit of
its directors, officers or other employees, but the Board of Directors may
recommend one or more such programs for adoption in the future.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE DIRECTOR NOMINEES IDENTIFIED ABOVE. UNLESS OTHERWISE
DIRECTED BY A SHAREHOLDER, PROXIES WILL BE VOTED "FOR" SUCH NOMINEES.
ITEM 2. PROPOSAL TO APPROVE AMENDMENTS TO STOCK OPTION PLANS
The Company's Incentive Stock Option Plan (the "Incentive Plan") and
Non-Qualified Stock Option Plan (the "Non-Qualified Plan")(collectively, the
"Plans") were adopted in 1992 and amended in 1994. The Board of Directors
believes that the Plans have proven to be of value in stimulating the efforts of
employees and increasing their ownership stake in the Company. In light of the
Company's continued growth and the number of options granted since 1992, the
number of shares remaining for issuance under the Plans is insufficient to
provide adequately for participation by eligible employees, directors and
consultants to whom the Compensation Committee would consider granting options
during the forthcoming fiscal year. The Board of Directors has adopted an
amendment to the Incentive Plan to increase the number of shares available for
issuance under the Incentive Plan by an additional 250,000 shares of Common
Stock and has adopted an amendment to the Non-Qualified Plan to increase the
number of shares available for issuance under the Non-Qualified Plan by an
additional 250,000 shares of Common Stock. The provisions of the existing Plans
are summarized below.
Stock Option Plans
The Incentive Plan, as amended, covers an aggregate of 250,000 shares. The
Plan, designed as an incentive for executive and other key employees, is
administered by the Compensation Committee of the Board of Directors. The
Incentive Plan provides that no option may be granted at an exercise price less
than the fair market value of the Common Stock of the Company on the date of
grant. Unless otherwise specified, the options expire up to ten years from date
of grant and may not be exercised during the initial one-year period from date
of grant. Thereafter, options may be exercised in whole or in part, depending on
terms of the particular option. At October 31, 1996, 232,568 options had been
granted and were outstanding pursuant to the Incentive Plan, all of which are
currently exercisable.
The Non-Qualified Plan is also administered by the Compensation Committee
of the Board of Directors and, as amended, covers a total of 150,000 shares. The
Non-Qualified Plan provides that options may be granted at exercise prices not
less than 85% of the fair market value of the Common Stock of the Company on the
date of grant. The Compensation Committee is empowered to grant bonuses at the
time of issuance of non-qualified stock options in an amount sufficient to cover
the tax liability incurred by the recipient at the date of grant. At October 31,
1996, 47,667 options had been granted and were outstanding under the
Non-Qualified Plan, all of which are currently exercisable.
Summary of Amendments
The Board of Directors proposes to amend the Incentive Plan by making an
additional 250,000 shares of Common Stock available for grant. Assuming adoption
of the amendment, a total of 500,000 shares of Common Stock would be available
under the Incentive Plan. The Board of Directors also proposes to amend the
Non-Qualified Plan by making an additional 250,000 shares of
-6-
<PAGE>
Common Stock available for grant. Assuming adoption of the amendment, a total of
400,000 shares of Common Stock would be available under the Non-Qualified Plan.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE PLANS TO PERMIT THE
ISSUANCE OF 250,000 ADDITIONAL SHARES PURSUANT TO EACH OF THE PLANS.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission, The Nasdaq Stock Market, Inc. and the
Company. Specific due dates for these reports have been established and the
Company is required to disclose in this report and in its proxy statement any
failure to file, or late filing, of such reports. Based solely on the Company's
review of Forms 3, 4 and 5 and amendments thereto furnished to the Company and
written representations with respect to filing of such Forms, the Company
believes that the only failures to file, or late filings, of any such reports
due through the most recent fiscal year related to the grant of options to
Messrs. Swisher, Reeder and Moore.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As described below, the Company has entered into a number of transactions
with officers and directors in the past. The Company has adopted a policy that
transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will generally
be on terms consistent with industry standards and approved by a majority of the
disinterested directors of the Company's Board of Directors. This policy, which
is set forth in the Company's Articles of Incorporation, provides that no such
transactions by the Company shall be either void or voidable solely because of
such relationship or interest of directors or officers or solely because such
directors are present at the meeting of the Board of Directors of the Company or
a committee thereof which approves such transaction or solely because their
votes are counted for such purpose. In addition, interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors of the Company or a committee thereof which approves such a
transaction.
The Company leases from Economy Air, Inc. ("Economy Air"), a North Carolina
corporation owned by Mr. Swisher, a twin engine airplane to provide corporate
travel for Company personnel. The current lease, entered into in November, 1993
and effective through October 15, 1998, obligates the Company to make monthly
lease payments to Economy Air, together with charges for maintenance and fuel
for aircraft use. The amount of the lease payment approximates the total of the
monthly loan payment, insurance, taxes and hanger rent paid by Mr. Swisher.
Economy Air received lease payments and maintenance charges aggregating
$126,950, $88,809 and $73,696, respectively, during the fiscal years ended
October 31, 1996, 1995 and 1994.
In 1993, the Company and B.S. Associates, a partnership in which Mr.
Swisher is a partner, entered into a lease agreement pursuant to which the
Company leases its new headquarters from the partnership for a term of seven
years, expiring March 2000. In 1995, B.S. Associates sold the facilities and
assigned the lease to SSSW Enterprises, a general partnership in which Mr.
Swisher is a one-third partner. The lease provides for a monthly rental of
$8,000. The lease payment is to escalate in accordance with the consumer price
index during the term of the lease. During the fiscal years ended October 31,
1996, 1995 and 1994, the Company made lease payments of $127,501, $108,187 and
$96,400, respectively.
-7-
<PAGE>
During 1996 and 1995, the Company made advances of $77,000 and $33,000,
respectively, to Mr. Swisher on unsecured, interest-free bases. These advances
are payable on demand.
On July 30, 1996, the Company purchased substantially all of the assets of
Surface Doctor, an operating division of Professional Carpet Systems, Inc.
("PCS") and Old Dixie Supply Company ("ODS"). The Surface Doctor assets were
purchased in exchange for 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 has agreed to register the securities issued
to PCS and ODS under the Securities Act of 1933.
PCS and ODS are wholly-owned by Joseph R. Lunsford, who served as a
director of the Company from May 1996 until February 1997. Mr. Lunsford did not
participate in any actions taken by the Company's Board of Directors with
respect to the Surface Doctor transaction. There were no other affiliations
between the Company, PCS or ODS.
REVOCABILITY OF PROXY
The giving of a proxy does not preclude the right to vote in person, should
the person giving the proxy so desire, and the person giving the proxy has the
power to revoke the same at any time before it has been exercised. Shareholders
may revoke a proxy by written notice to the Secretary of the Company, by
executing and delivering a proxy with a later date or by giving notice of
revocation at the Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting must be received by the Company for consideration of inclusion in the
Company's proxy statement and form of proxy relating to that meeting before
February 11, 1998.
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders, filed with the Securities and
Exchange Commission, is being supplied to holders of the Company's shares of
Common Stock together with this Proxy Statement. The Company's quarterly report
for the period ended January 31, 1997 is also supplied. Neither the Annual
Report to Shareholders nor the Form 10-Q form any part of the material for the
solicitation of any Proxy.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED OCTOBER
31, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITH FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO BUT WITHOUT ANY OTHER EXHIBITS, IS
AVAILABLE WITHOUT CHARGE TO ANY SHAREHOLDER OF THE COMPANY UPON WRITTEN REQUEST
TO THE SECRETARY, SWISHER INTERNATIONAL, INC., 6849 FAIRVIEW ROAD, CHARLOTTE,
NORTH CAROLINA 28210.
OTHER MATTERS
Management does not know of any matters to be presented for action at the
meeting other than the election of directors as set forth in the Notice of
Annual Meeting of Shareholders. However, if any other matters come before the
meeting, it is intended that the holders of the proxies will vote thereon in
their discretion.
-8-
<PAGE>
SWISHER INTERNATIONAL, INC.
Annual Meeting of Shareholders to be held on June 27, 1997
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of Swisher
International, Inc. (the "Company") hereby constitutes and appoints Patrick L.
Swisher and W. Tom Reeder, III, or either of them, as attorney and proxy, with
the power to appoint his substitute, and hereby authorizes him to represent and
vote, as designated below, all of the shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held June 27, 1997, and at any and all adjournments thereof
with respect to the matters set forth below and described in the Notice of
Annual Meeting of Shareholders and Proxy Statement dated June 11, 1997, receipt
of which is acknowledged.
1. To consider and act upon a proposal to elect Messrs. Patrick L. Swisher, W.
Tom Reeder, III, George K. Moore, and William B. Danzell as directors to
hold office for one-year terms or until their successors are elected and
qualified.
|_| FOR ELECTION OF ALL NOMINEES (except as shown below)
|_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
Instruction: To withhold authority to vote for any individual
nominee, strike through the nominee's name below
Patrick L. Swisher
W. Tom Reeder, III
George K. Moore
William B. Danzell
2. To approve amendments to the Company's Incentive Stock Option Plan and
Non-Qualified Stock Option Plan (the "Plans") to permit the issuance of an
additional 250,000 shares of Common Stock pursuant to each Plan.
|_| FOR PROPOSAL
|_| AGAINST PROPOSAL
|_| ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any and all
adjournments thereof.
|_| AUTHORIZED TO VOTE
|_| ABSTAIN
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO INDICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED AND FOR PROPOSAL 2 AND THE PROXY HOLDERS WILL VOTE
ON ANY PROPOSAL UNDER 3 IN THEIR DISCRETION AND IN THEIR BEST JUDGMENT.
Please mark, date, and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated: __________________ _______________________________________
Signature
Dated: __________________ _______________________________________
Signature if held jointly
