Swisher Consolidates Existing Registration Statements
Registration Statements do Not Increase the Number of Shares That May be Sold by the Company; No Change in Management Lock-Ups
CHARLOTTE, N.C., Jan. 16, 2012 // GLOBE NEWSWIRE // -- Swisher Hygiene, Inc. (Nasdaq:SWSH) (TSX:SWI) (the "Company") announced today that on Friday, January 13, it filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (the "S-3 Registration") and a Post-Effective Amendment to its Form S-4 (the "S-4 Amendment"). The S-3 Registration replaces the two S-1 Registration Statements previously on file with the SEC and the S-4 Amendment amends the Form S-4.
The S-3 Registration covers 115.9 million shares previously registered by the Company that have been issued in acquisitions and private placements during the last 14 months, as well as 3.1 million shares underlying promissory notes issued since the Company's last S-1 filing in August 2011. The S-3 Registration does not in any way change the contractual lock-up period obligations of certain management and board members.
The S-4 Amendment does not increase the number of shares registered on the Company's original Form S-4; rather, the Company is filing the S-4 Amendment as an S-3 eligible Company to incorporate by reference its other SEC filings.
These SEC filings are the direct result of the Company becoming eligible to incorporate by reference other SEC filings and simplify its reporting process. As a result of these filings, the two S-1 registration statements previously filed with the SEC are no longer effective and the shareholders listed therein may not rely upon those registration statements to sell shares covered under such filings, and the Company may not issue registered shares under the S-4 until the S-4 Amendment is declared effective by the SEC staff.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this news release, including any information as to the future financial or operating performance of Swisher Hygiene, constitute "forward-looking information" or "forward-looking statements" within the meaning of the U.S. federal securities laws and the Securities Act (Ontario) and are based on the expectations, estimates and projections of management as of the date of this news release unless otherwise stated. All statements other than historical facts are, or may be, deemed to be forward looking statements. The words "plans," "expects," "is expected," "scheduled," "estimates," or "believes," or similar words or variations of such words and phrases or statements that certain actions, events or results "may," "could," "would," "might," or "will be taken," "occur," and similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Swisher Hygiene as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Swisher Hygiene contained in this news release, which may prove to be incorrect, include but are not limited to, the various assumptions set forth herein as well as the accuracy of management's assessment of the effects of the successful completion and integration of the acquisitions. All of these assumptions have been derived from information currently available to Swisher Hygiene including information obtained by Swisher Hygiene from third-party sources. These assumptions may prove to be incorrect in whole or in part. All of the forward-looking statements made in this news release are qualified by the above cautionary statements and those made in the "Risk Factors" section of Swisher Hygiene's Annual Report on Form 10-K for the year ended December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and the most recent registration statement on Form S-3 each filed with the Securities and Exchange Commission, available on www.sec.gov, and with Canadian securities regulators available on Swisher Hygiene's SEDAR profile at www.sedar.com, and Swisher Hygiene's other filings with the Securities and Exchange Commission and with Canadian securities regulators available on Swisher Hygiene's SEDAR profile at www.sedar.com. The forward-looking information set forth in this news release is subject to various assumptions, risks, uncertainties and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking information.
Swisher Hygiene disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events and circumstances, except to the extent required by applicable law.
About Swisher Hygiene Inc.
Swisher Hygiene Inc. is a NASDAQ and TSX listed company that provides essential hygiene and sanitation solutions to customers throughout much of North America and internationally through its global network of company-owned operations, franchises and master licensees operating in countries across Europe and Asia. These essential solutions include cleaning and sanitizing chemicals, foodservice and laundry products, restroom hygiene programs and a full range of related products and services. The company's most recent program enhancement is its introduction of solid waste management services to commercial and residential customers in selected markets. Together, this broad set of offerings is designed to promote superior cleanliness and sanitation in all commercial environments from door to dumpster, enhancing the safety, satisfaction and well-being of employees and patrons. Swisher Hygiene's customers include a wide range of commercial enterprises, with a particular emphasis on the foodservice, hospitality, retail, industrial and healthcare industries.
Swisher Hygiene Inc.
Source: Swisher Hygiene, Inc.