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: May 11, 1998
(Date of earliest event reported)
SWISHER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVEDA 0-21282 56-1541396
(State or other (Commission File (IRS Employer
jurisdiction of in- Number) Identification No.)
corporation or
organization)
6849 FAIRVIEW ROAD
CHARLOTTE, NORTH CAROLINA 28210
(Address of principal executive offices, zip code)
(704) 364-7707
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On May 11, 1998, the Company was informed by Nasdaq that the
Company's securities would be delisted from the Nasdaq National
Market effective at the close of business that same day based upon
(i) the Company's delinquent filings with respect to Form 10-K for
the fiscal year ended October 31, 1997 and the Form 10-Q for the
quarter ended January 31, 1998, and (ii) the failure of the Company
to satisfy the filing requirement set forth in NASD Marketplace
Rule 4310 (c)(14). Thus, as of May 11, 1998, the Company's Common
Stock and Public Warrants will not be traded on any exchange or
quotation system. The Company does not currently have an
underwriter that will serve as a market maker in the Company's
securities on the Pink Sheets.
The Company has filed a request with the NASD Review Counsel
to review the Hearing Panel's decision to delist its securities.
If the Review Counsel does not reverse the Hearing Panel's decision
to delist the Company, then in order to be relisted on the Nasdaq
National Market, it will be necessary for the Company to re-apply
for initial listing once it determines that it can meet the initial
listing requirements. The initial listing criteria for the Nasdaq
National Market, insofar as they would be applicable to the
Company, require, generally, net tangible assets of $6,000,000,
pretax income (in the latest fiscal year or 2 of the last 3 fiscal
years) of $1,000,000, a public float of 1,100,000 shares, a market
value of the public float of not less than $8,000,000, and a
minimum bid price of $5.00. Once a company is accepted for
relisting on the Nasdaq National Market, it will be required to
maintain, among other requirements, net tangible assets of
$4,000,000, a public float of 750,000 shares, a market value of the
public float of not less than $5,000,000, and a minimum bid price
of $1.00.
The Company is not certain when it will be able to meet the
initial listing requirements for the Nasdaq National Market.
Although the Company is considering possible alternatives for
meeting the asset requirements, there is no assurance that the
Company will be successful in meeting the requirements for
relisting on the Nasdaq National Market.
If the Company cannot meet the criteria for initial listing on
the Nasdaq National Market, then the Company may decide to apply
for listing on the Nasdaq SmallCap Market or on an exchange. The
initial listing criteria for the Nasdaq SmallCap Market, insofar as
they would be applicable to the Company, require, generally, net
tangible assets of $4,000,000, a public float of 1,000,000 shares,
a market value of the public float of not less than $5,000,000, and
a minimum bid price of $4.00. Once a company is accepted for
relisting on the Nasdaq SmallCap Market, it will be required to
maintain, among other requirements, net tangible assets of
$2,000,000, a public float of 500,000 shares, a market value of the
public float of not less than $1,000,000, and a minimum bid price
of $1.00.
The Company is also considering whether to, simultaneously
with its appeal of the Hearing Panel's decision, apply for initial
listing with one of the aforementioned markets.
SIGNATURES
Pursuant to the requirement 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.
(Registrant)
Date: May 18, 1998 By:/s/Patrick L. Swisher
Patrick L. Swisher
President and CEO
By:/s/Thomas Bush
Thomas Bush
Chief Financial Officer
