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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
____________________
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:
AUGUST 6, 1997 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 5. OTHER EVENTS
On August 6, 1997, Joseph R. Lunsford, Professional Carpet Systems,
Inc. ("PCS") and Old Dixie Supply Company ("ODS") filed two lawsuits against
Swisher International, Inc. (the "Company").
The first lawsuit, which was filed by Lunsford in the Superior Court of
Henry County, Georgia, alleges that the Company has failed to pay Lunsford fees
due him as a consultant and director of the Company in an amount in excess of
$150,000. The second lawsuit, filed by PCS and ODS in U.S. District Court in
the Northern District of Georgia, alleges, among other things, that the Company
has breached its agreement to register under the Securities Act of 1933 or
otherwise permit the public resale of 130,000 shares of Common Stock and an
additional 75,000 shares of Common Stock issuable upon the exercise of certain
options. PCS and ODS seek damages under their various claims in excess of $1
million as well as attorneys fees, costs and punitive damages in amounts to be
determined at trial.
PCS and ODS are privately-held companies owned and controlled by
Lunsford. The lawsuits described above arise out of the Company's purchase of
Surface Doctor from PCS and ODS in July 1996. Lunsford served as a director of
the Company during a portion of 1996, including that period of time in which
the Surface Doctor transaction was negotiated and completed.
The Company intends to vigorously defend against the lawsuits and to
assert various counterclaims against Lunsford, PCS and ODS. In particular, the
Company's response is expected to include, among things, various breach of
contract, breach of fiduciary duty, unjust enrichment and fraud claims which
will include a substantial claim for damages. In addition, the Company's
response will state that the Company has fully performed its registration
obligations and that PCS, ODS and Lunsford have themselves prevented the
Company from registering their securities by failing to produce, intentionally
withholding or misstating certain accounting and financial information required
by the Securities and Exchange Commission which must be delivered to the
Company in order to complete registration of the securities owned by Lunsford,
PCS and ODS.
The Company believes that it has valid defenses to the lawsuits and
meritorious counterclaims against Lunsford, PCS and ODS. However, there can be
no assurance that the Company will be successful in defending such actions.
Likewise, there can be no assurance that the Company will make any recovery
under its proposed counterclaims. An award of significant damages against the
Company could have a material adverse effect on the Company's financial
condition and future operating results.
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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: August 14, 1997 By: /s/ PATRICK L. SWISHER
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Patrick L. Swisher, President
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