Securities Exchange Act of 1934
Sections 13(a) and 15(d)
August 5, 2016
Response of the Office of Chief Counsel
Division of Corporation Finance
Swisher Hygiene Inc.
Incoming letter dated July 27, 2016
Based on the facts presented, the Division will not object if Swisher Hygiene does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its quarterly report on Form 10-Q for the quarter ended June 30, 2016. In reaching this position, we particularly note the following:
- Swisher Hygiene's stockholders approved and adopted the Plan of Dissolution;
- Swisher Hygiene will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
- Swisher Hygiene will file a final report on Form 8-K and a Form 15 when the dissolution is complete;
- Swisher Hygiene is current in its reporting obligations under the Exchange Act;
- Swisher Hygiene filed its Certificate of Dissolution with the Delaware Secretary of State and the effective date of the dissolution was May 27, 2016;
- There is no trading in Swisher Hygiene's securities; and
- Swisher Hygiene's transfer agent has closed Swisher Hygiene's stock transfer books and discontinued recording transfers of Swisher Hygiene's stock.
This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.
The Incoming Letter is in Acrobat format.