SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by Registrant / X /
Filed by Party other than the Registrant
/ / Check the appropriate box:
/ / 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 Rule 14a-11c or Rule 14a-12
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] NO FEE REQUIRED
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of 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. (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:
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
132 PENN AVENUE
TELFORD, PENNSYLVANIA 18969
April 30, 2003
Dear Stockholder,
You are cordially invited to attend Environmental Solutions
Worldwide's Annual Meeting of Stockholders on Thursday June 12, 2003. The
meeting will begin promptly at 11:00 A.M. local time, at The Sheraton Bucks
County, 400 Oxford Valley Road, Langhorne, PA 19047.
The official Notice of Annual Meeting of Stockholders, Proxy
Statement, form of proxy and 2002 Annual Report to Stockholders are included
with this letter. The matters listed in the Notice of Annual Meeting of
Stockholders are described in detail in the Proxy Statement.
Your vote is important. Whether or not you plan to attend the annual
meeting, I urge you to complete, sign and date the enclosed proxy card and
return it in the accompanying envelope as soon as possible so that your stock
may be represented at the meeting.
Sincerely,
/s/ JOHN A. DONOHOE, JR.
------------------------
John A. Donohoe, Jr.
CHAIRMAN, CEO AND PRESIDENT
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
132 PENN AVENUE TELFORD, PENNSYLVANIA 18969
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Environmental
Solutions Worldwide, Inc. (the "Company") will be held at The Sheraton Bucks
County, 400 Oxford Valley Road, Langhorne, Pennsylvania 19047 on June 12, 2003,
at 11:00(the "Meeting"), for the following purposes:
(1) To elect seven (7) directors to serve for the ensuing year or until their
successors are elected and have been qualified.
(2) To ratify the appointment of Goldstein & Morris, Certified Public
Accountants P.C. as the independent public accountants for the Company's fiscal
year ending December 31, 2003.
(3) Such other business as may be properly brought before the meeting or any
adjournments thereof.
Only those shareholders who were shareholders of record at the close of business
on May 1, 2003 will be entitled to notice of, and to vote at the Meeting or any
adjournment thereof. If a shareholder does not return a signed proxy card or
does not attend the Annual Meeting and vote in person, the shares will not be
voted. Shareholders are urged to mark the boxes on the proxy card to indicate
how their shares are to be voted. If a shareholder returns a signed proxy card
but does not mark the boxes, the shares represented by the proxy card will be
voted as recommended by the Board of Directors. The Company's Board of Directors
solicits proxies so each shareholder has the opportunity to vote on the
proposals to be considered at the Annual Meeting.
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN PROVIDED.
IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOHN A. DONOHOE, JR.
----------------------------------
JOHN A. DONOHOE, JR.
CHAIRMAN, CEO AND PRESIDENT
TELFORD, PENNSYLVANIA
April 30, 2003
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2003
This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation of proxies by the Board of Directors of
Environmental Solutions Worldwide, Inc. ("ESW" or the "Company") for use at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
at the SHERATON BUCKS COUNTY, 400 OXFORD VALLEY ROAD, LANGHORNE, PENNSLYVANIA
19047 on June 12, 2003 AT 11:00 A.M. and any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders. Your proxy is requested, whether or not you attend in order to
assure maximum participation and to expedite the proceedings.
At the Annual Meeting, stockholders will be requested to act upon the
matters set forth in this Proxy Statement. If you are not present at the
meeting, your shares can be voted only when represented by proxy. The shares
represented by your proxy will be voted in accordance with your instructions if
the proxy is properly signed and returned to the Company before the Annual
Meeting. You may revoke your proxy at any time prior to its being voted at the
Annual Meeting by delivering a new duly executed proxy with a later date or by
appearing and voting in person at the Annual Meeting. It is anticipated that
this Proxy Statement and accompanying proxy will first be mailed to the
Company's stockholders on or about MAY 7, 2003. The Company's 2002 Annual Report
to its stockholders on form 10-KSB, filed electronically (EDGAR System) with the
Securities and Exchange Commission on March 19, 2003 is also enclosed and should
be read in conjunction with the matters set forth herein. The expenses
incidental to the preparation and mailing of this proxy material are being paid
by the Company. In addition to solicitation of proxies by mail, solicitations
may be made by certain directors, officers and other employees of the Company by
personal interview, telephone or facsimile. No additional compensation will be
paid for such solicitation and no solicitation is planned beyond the foregoing.
The Company will request brokers and nominees who hold stock in their names to
furnish proxy materials to beneficial owners of such shares and will reimburse
such brokers and nominees for their reasonable expenses incurred in forwarding
solicitation material to such beneficial owners.
Abstentions and broker non-votes will be counted toward determining
whether a quorum is present.
The principal executive offices of the Company are located at 132
Penn Avenue Telford, Pennsylvania 18969. The telephone number is (215) 721-2188.
OUTSTANDING SHARES AND VOTING RIGHTS
The only security entitled to vote at the Annual Meeting is the
Company's common stock, par value $0.001 per share (the "Common Stock"). The
Board of Directors has fixed May 1, 2003 at the close of business, as the record
date for the determination of Stockholders entitled to notice of and to vote at
the Annual Meeting or any adjournment or adjournments thereof. At May 1, 2003
there were 48,805,136 shares of Common Stock outstanding and entitled to be
voted at the Annual Meeting. Each share of Common Stock is entitled to one vote
at the Annual Meeting. In accordance with the Company's Amended Articles of
Incorporation and By-laws, one-third of the shares of Common Stock outstanding
and entitled to vote, which are represented at the Annual Meeting, in person or
by proxy, will constitute a quorum. In accordance with the Amended Articles of
Incorporation of the Company, provided a quorum of issued and outstanding shares
entitled to vote are present in person or by proxy, a majority vote in favor of
the proposals presented to Stockholders is required for approval of the agenda
items.
-1-
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors of the Company proposes that the Company's
current directors standing for re-election be elected as directors and serve
until the next Annual Meeting of the Stockholders and continue until their
successors are elected and qualified. Unless authority is withheld on the proxy
it is the intention of the proxy holder to vote for the persons standing for
election named below.
Certain information concerning the directors and the executive
officers of the Company is set forth in the following table and in the
paragraphs following. Information regarding each such director's and executive
officer's ownership of voting securities of the Company appears in "Securities
Ownership of Certain Beneficial Owners and Management" below.
NAME CURRENT POSITION WITH COMPANY DIRECTOR SINCE
---- ----------------------------- --------------
John A. Donohoe, Jr. Chairman, Chief Executive Officer November 2001
And President
Robert R. Marino Vice President - Finance November 2001
And Director
Nitin Amersey Director January 2003
Barry Gross Director January 2003
David Johnson Director September 2000
Bengt G. Odner Director September 2000
William J. Sifer Director January 2003
INDIVIDUALS STANDING FOR ELECTION
JOHN A DONOHOE, JR., age 48, was elected as a director in November
2001. He was appointed Chairman of the Company in October 2002 and President and
Chief Executive Officer in July 2002. Mr. Donohoe was a member of the Board of
Directors of MedQuist Inc., a NASDAQ Company from January 1996 through March
2002. Mr. Donohoe joined MedQuist Inc. in May 1994 as Executive Vice President
of the transcription division when MedQuist acquired Transcriptions Ltd., and
became Chief Operating Officer in November 1995 and President in 1998. Mr.
Donohoe had been employed by Transcriptions, Ltd. since 1974 serving in numerous
management capacities. Mr. Donohoe served as a member of the Board of Directors
of Medical Transcription Industry Alliance from 1995 to 1999. Mr. Donohoe
attended Lebanon Valley College in Annville, Pennsylvania.
ROBERT R. MARINO, age 48, was elected as a director in November 2001.
He currently serves as the Company's Vice President - Finance and is President
of the Company's wholly owned subsidiary, ESW America, Inc. Mr. Marino has an
extensive background in the field of combustion engine emissions, combustion
engine emission control technologies as well as government regulations
associated with federal certification and compliance of those technologies. Mr.
Marino founded Air-Testing Services in 1983 and Applied Diesel Technology in
1993. Applied Diesel Technology focused on the design and development of
advanced emissions control technologies for diesel engines. Mr. Marino holds a
BS C degree from Allentown College.
NITIN AMERSEY, age 51, has over thirty years of experience in
international trade, marketing and corporate management. Mr. Amersey was elected
as a director in November 2002 and has served as a member of the Company's board
since January 2003. He has successfully developed and implemented corporate
strategic and financial plans for a wide variety of companies. Since 1978, Mr.
Amersey has been President of Scothalls Limited, a general trading agency firm.
Mr. Amersey has served as President of Circle Tex Corp., a web site development
and management firm since 2001. From 1988 to 2000, he was Chairman and CEO of
The Caribbean Sea Island Cotton Company Ltd. He is also a partner of Amersey
Damoder, a raw cotton merchant firm, located in Bombay, India. Mr. Amersey is
also Chairman of Door to Door Settlement Services Inc., a real estate notary
firm. Mr. Amersey is Chairman and CEO of Ugomedia Interactive Corp. an Over the
Counter Bulletin Board company. Mr. Amersey has a Masters of Business
Administration degree from the University of Rochester, Rochester, N. Y. and a
Bachelor of Science in Business from Miami University, Oxford, Ohio.
-2-
BARRY L. GROSS, age 50, was elected as a director in November of 2002
and has served as a member of the Company's board since January 2003. Mr. Gross
has been actively engaged in the practice of law as a civil litigation attorney.
In 1982, he helped to found Stief, Waite, Gross, Sagoskin & Gilman, P.C.,
located in Newtown, Pennsylvania, where he has been engaged for the past twenty
years. Mr. Gross is a shareholder in the professional corporation and has served
as its President for the past ten years. Mr. Gross is a member of numerous
professional organizations, including the American Bar Association, American
Trial Lawyers Association, Pennsylvania Bar Association and Pennsylvania Trial
Lawyers Association. He recently received the distinction of being named as
Master Attorney in the American Inns of Court. Mr. Gross received his Bachelor
of Arts degree in Political Science, Magma Cum Laude, from Temple University in
1974. He also attended Temple University School of Law and received his Juris
Doctor degree in 1978.
DAVID JOHNSON, age 41, served as the Company's Chief Operating
Officer from August 2000 through November 2001. Mr. Johnson was elected as a
director in September 2000. In addition to serving as a director, he is also
serving as President of the Company's wholly owned subsidiary, ESW Canada, Inc.
He has been a consultant for Ventura Auto Collision in Concord, Ontario since
1999. From 1989 to 1999, Mr. Johnson was a strategy and marketing consultant to
National Warehousing, Inc. Toronto, Ontario. Mr. Johnson attended Tollgate Tech.
Secondary, Mohawk Collage and Devry Institute of Technologies.
BENGT G. ODNER, age 50, has served as a director of the Company since
September 2000. He had served as the Company's Chairman from September 2000
through October 2002. Mr. Odner has also served as Chief Executive Officer from
August 1999 to September 2000 and as interim Chief Executive Officer from
February 2002 to July 2002. On September 12, 2000, Mr. Odner was elected to the
Board of Directors and appointed Chairman. Mr. Odner is a director of Crystal
Fund Ltd., a Bermuda mutual fund, and has been a director of Crystal Fund
Managers, Ltd. since 1996. From 1990 through 1995, Mr. Odner was the Chairman of
Altus Nord AB, a property holding company specializing in Scandinavian
properties and a wholly owned subsidiary of Credit Lyonais Bank Park. Mr. Odner
holds a masters degree in Business Administration from Babson College.
WILLIAM J. SIFER, age 46, was elected as a director in November 2002
and has served as a member of the Company's board since January 2003. He has
been a Certified Public Accountant since February 1980. He is a member of the
American Institute of Certified Public Accountants, a member of the Pennsylvania
Institute of Certified Public Accountants and a member of the Bucks County
Association of Certified Public Accountants. Mr. Sifer worked for a large
regional CPA firm from 1979 until 1983 becoming a senior accountant before
leaving to form deGrouchy, Sifer & Company with John G. deGrouchy, CPA. Since
January 1986, he has served as managing partner of deGrouchy, Sifer & Company, a
mid-sized regional Certified Public Accounting firm located in Richboro,
Pennsylvania. He is also President and majority shareholder of DSC Financial
Advisors, Ltd., a registered investment advisory company located in Richboro,
Pennsylvania. Mr. Sifer received a BA in Accounting from Temple University in
May 1978.
PROPOSAL 1: THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE SEVEN (7) NOMINATED DIRECTORS.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31 2002, there was one meeting
of the Board of Directors, of which all Directors attended. The Company has
established audit, compensation and corporate governance committees.
AUDIT COMMITTEE
The audit committee's functions include recommending the selection of
the independent accountants, conferring with the independent accountants and
reviewing the scope and fees of the prospective annual audit and the results of
their work. The audit committee also reviews the Company's financial statements
and the adequacy of the internal auditing, accounting financial controls and
procedures. The Committee consists of William Sifer, Chairman, Robert Marino and
Nitin Amersey.
-3-
COMPENSATION COMMITTEE
The compensation committee reviews and approves all compensation
packages given to employees and consultants, and oversees the administration of
the Company's stock option plan. The Committee consists of Nitin Amersey,
Chairman, William Sifer and David Johnson.
CORPORATE GOVERNANCE COMMITTEE
The corporate governance committee is responsible for ensuring the
Chief Executive Officer and staff is implementing the Company's business plan as
approved by the Board of Directors. The committee further ensures that all
filings and disclosures are reported in accordance with the rules and
regulations as set by the Securities and Exchange Commission. The committee
consists of Barry Gross, Chairman, John Donohoe and Nitin Amersey.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation for each of the last
three (3) fiscal years earned by the Chief Executive Officer and each of the
most highly compensated executive officers (the "Named Executives").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
UNDERLYING
ANNUAL OTHER STOCK OTHER SECURITIES
YEAR SALARY BONUS COMPENSATION AWARDS COMPENSATION OPTIONS
----------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION
John A. Donohoe, Jr. (1) 2002 $ 75,000 $ --
Chairman, Chief Executive
Officer and President
Robert R. Marino (2) 2002 $ 75,000 $ -- $ 300
Vice President - Finance 2001 $ -- $ 75,000
Director
David Johnson (3) 2002 $ 72,000 $ -- $ 300
Director 2001 $ -- $117,484 350,000
2000 $ -- $ 46,000 100,000
Bengt Odner (4)
2001 $ -- $ -- $ -- 350,000
2000 $ -- $ -- $ -- 200,000
Mark Nicole (5)
2001 $ -- $ 75,000 $ -- $ --
2000 $ -- $118,003 $ -- $ -- 100,000
Adam M. Oliver (6)
2000 $-- $ 9,995 $ -- $ -- 200,000
Ken Nichols (7)
2001 $ -- $ 33,741 $ -- $ --
-4-
(1) Received monthly compensation at annual rate of $75,000 beginning
August 2002.
(2) Prior to becoming a member of the Company's Board of Directors, Mr.
Marino had been issued certain restricted shares of common stock and
options from the Company in connection with the sale of certain assets
acquired by the Company. Mr. Marino received a total of 1,000,000
restricted shares of common stock. Additionally, he was granted
500,000 contingent options exercisable at $0.01 per share that have
been exercised. Prior to 2002, Mr. Marino served as a consultant to
the Company under a consulting agreement, which provided for annual
compensation of $75,000 and allowed Mr. Marino to acquire 500,000
shares of common stock at $0.01 per share. In fiscal 2002, Mr. Marino
became a full time employee of the Company's subsidiary, ESW America,
Inc. and continues to be paid compensation of $75,000 per annum.
(3) Reflects pro-rated compensation from August 2000 through December
2000. Initially received consulting fees. Mr. Johnson subsequently
became a full time employee of the Company's wholly owned subsidiary,
ESW Canada, Inc. and is paid annual compensation of $72,000.
(4) Previously received reimbursement ranging from $6,000 to $8,500
monthly for verified expenses incurred on behalf of the Company.
(5) Resigned in August 2001 without any disputes or disagreements with the
Company or its management.
(6) Resigned in September 2000 without any disputes or disagreements with
the Company or its management.
(7) Resigned in February 2002 without any disputes or disagreements with
the Company or its management.
APPOINTMENT/RESIGNATION OF OFFICERS AND DIRECTORS
In February 2002, Kenneth R. Nichols resigned from his positions as
Chief Executive Officer and as a Director of the Company. Mr. Nichols did not
have any disagreements with the Company or its management. At that time the
Board of Directors appointed Bengt Odner to serve as interim Chief Executive
Officer of the Company. Mr. Odner served as interim Chief Executive Officer
through July 2002. In July 2002, the Board of Directors appointed John A.
Donohoe, Jr. to serve as Vice Chairman and Chief Executive Officer of the
Company. Subsequently, in October 2002, Mr. Odner resigned as Chairman and Mr.
Donohoe was appointed to serve as Chairman. In February 2003, M. Rae Cowan
resigned from his position as a Director of the Company. Mr. Cowan did not have
any disagreements with the Company or its management.
OPTION GRANTS DURING FISCAL 2002
There were no options granted to officers and directors during the
fiscal year ending December 31, 2002.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the exercise of
options during the last fiscal year and unexercised options held as of the end
of the fiscal year with respect to each of the named directors and executives:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED
ACQUIRED VALUE UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
ON EXERCISE REALIZED AT DECEMBER 31, 2002 AT DECEMBER 31, 2002
NAME # $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- - - ----------- ------------- ----------- -------------
David Johnson - - 350,000 - - -
Bengt Odner - - 350,000 - - -
REMUNERATION OF NON-MANAGEMENT DIRECTORS
The Company does not presently compensate its directors for their
attendance at meetings of the Board of Directors, however, non-management
directors are reimbursed for verifiable expenses incurred during the course of
service to the board and/or Company provided said expenses are approved by the
Company.
-5-
THE 2002 STOCK OPTION PLAN
The 2002 Stock Option Plan has 1,000,000 shares of common stock
$0.001 par value authorized and approved by shareholders. The Plan was approved
by shareholders at the Company's last annual meeting of shareholders held
November 19, 2002. The 2002 Stock Option Plan is the successor plan to the 2000
Nonqualified Stock Option Plan. All stock options outstanding under the 2000
Nonqualified Stock Option Plan remain in effect according to their terms and
conditions (including vesting requirements). Under the 2002 Stock Option Plan,
the compensation committee may grant equity incentive awards to employees in the
form of incentive stock options, non-qualified stock options, and other
performance-related or non-restricted stock awards. The selection of
participants in the 2002 Plan, the determination of the award vehicles to be
utilized and the number of stock options or shares subject to an award are
determined by the committee, in its sole discretion, within the approved
allocation of shares. The committee shall determine any service requirements
and/or performance requirements pertaining to any stock awards under the 2002
Plan. The Plan permits the Company to provide its employees with incentive
compensation opportunities which are motivational and which afford the most
favorable tax and accounting treatments to the Company. The exercise price of
any ISO granted under the 2002 Plan shall not be less than the fair market value
of the common stock of the Company on the date of grant. Any nonqualified
options granted under the 2002 Plan shall not be less than 85% of the fair
market value of the stock as of the date of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. John A. Donohoe, Jr. is the owner of JADCO Enterprises, Inc., a
personal holding company. JADCO, in turn, owns Sterling Limousine and Sterling
Specialties, which have provided services to the Company during fiscal 2002.
During the fiscal year ended December 31, 2002, the Company paid $12,612.16 to
JADCO for office and secretarial services and $4,781.60 to Sterling Limousine
for transportation services provided on behalf of the Company.
Mr. Bengt G. Odner is a director of Crystal Fund Ltd. a Bermuda
Mutual Fund that holds 625,000 shares of the Company's common stock.
Additionally, Mr. Odner receives reimbursement for expenses incurred on behalf
of the Company. Mr. Odner has disclaimed any beneficial ownership to the shares
held by Crystal Fund Ltd.
On December 5, 2000, the Company entered into an agreement with
Continental Capital & Equity Corporation ("CCEC"). CCEC is a financial relations
and direct marketing advertising firm specializing in the dissemination of
information about publicly traded companies and agreed to market an awareness
campaign about the Company until September 30, 2001. A fee of $200,000 plus the
issuance of 165,000 of restricted common stock and 300,000 warrant shares of
various exercise prices was paid, which expire 24 months following the effective
registration of the underlying shares.
In January 2001, the Company acquired equipment and technology from a
Company in which Mr. Robert R. Marino was a shareholder. The Company paid
$400,000 in cash and $100,000 in notes for the assets. Mr. Marino was issued
1,000,000 shares of restricted Company stock valued at $0.6875 per share plus
contingent options valued at $0.6775 per share to purchase up to an additional
500,000 shares exercisable at $0.01. The Company entered into a consulting
agreement with Mr. Marino to oversee and implement the technology acquired. The
agreement was for three years and provided for annual fees of $75,000. In
addition, the agreement allowed Mr. Marino to acquire 500,000 shares of common
stock exercisable at $0.01 per share. Mr. Marino exercised all his options. The
agreement was terminated early by mutual consent when Mr. Marino became an
employee of the Company in 2002. In November 2001, Mr. Marino was elected to the
Board of Directors.
-6-
On October 10, 2002, Mr. John A. Donohoe, Jr., the Company's
Chairman, Chief Executive Officer and Mr. Bengt Odner, a director of the Company
converted certain loans and advances, specifically $204,000 and $200,000
respectively made by them to the Company into Units under the Company's Unit
Private Placement whereby each Unit had a subscription price of $0.17 and each
Unit is comprised of one share of common stock and one warrant to purchase a one
half a share of common stock at $0.15. Warrants under the Unit Placement are
exercisable in even lots at an aggregate exercise price for two Warrants of
$0.30 for one share of common stock. Warrants are exercisable for a three-year
period. Messrs. Gross and Sifer purchased 220,588 and 236,000 units respectively
at the subscription price of $0.17, and received 220,588 and 236,000 warrants
respectively to purchase a one half share of common stock at $0.15.
Additionally, in November of 2002, Mr. Robert R. Marino converted $35,000 in
moneys due him from the Company into 205,882 Units at the subscription price of
$0.17 and received 205,882 warrants under the Company's Unit Private Placement.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's
directors, 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 their ownership to the
Securities and Exchange Commission. Specific due dates have been established by
the Commission, and the Company is required to disclose in this Proxy Statement
any failure to file by those dates. Based upon (1) the copies of Section 16 (a)
reports that the Company received from such persons for their 2002 fiscal year
transactions, the Company believes there has been compliance with all Section 16
(a) filing requirements applicable to such officers, directors and ten-percent
beneficial owners for such fiscal year except that Mr. Marino filed his Form 3
Initial Statement of Beneficial Ownership of Securities late. Subsequent to the
end of fiscal year 2002 when they commenced serving on the board, Messrs. Sifer,
Gross and Amersey filed their respective Form 3 Initial Statement of Beneficial
Ownership of Securities later than the time prescribed by the Securities and
Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the best knowledge of the Company,
as of April 30, 2003, certain information with respect to (1) beneficial owners
of more than five percent (5%) of the outstanding common stock of the Company,
(2) beneficial ownership of shares of the Company's common stock be each
director and named executive, (3) beneficial ownership of shares of common stock
of the Company by all directors and officers as a group, and (4) beneficial
ownership of shares of common stock of the company by all directors and officers
as a group.
Unless otherwise noted, all shares are beneficially owned and the
sole voting and investment power is held by the persons/entities indicated.
Based upon the aggregate of all shares of common stock issued and
outstanding as of April 30, 2003 in addition to shares issuable upon exercise of
options or warrants currently exercisable or becoming exercisable within 60 days
and which are held by the individuals named on the table.
SHARES OF TOTAL % OF
COMMON OPTIONS/ BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER STOCK OTHER OWNERSHIP (1) OUTSTANDING
- ------------------------ ----- ----- ------------- -----------
John A. Donohoe, Jr., Chairman 1,250,000 600,000 1,850,000 3.79%
132 Penn Avenue
Telford, PA 18969
Robert R. Marino, Director 1,440,382 102,941 1,543,323 3.16%
132 Penn Avenue
Telford, PA 18969
David Johnson, Director 4,500 350,000(4) 354,500 0.73%
132 Penn Avenue
Telford, PA 18969
William J. Sifer, Director 236,000 118,000 354,000 0.73%
132 Penn Avenue
Telford, PA 18969
Barry Gross, Director 220,588 110,294 330,882 0.68%
132 Penn Avenue
Telford, PA 18969
-7-
SHARES OF TOTAL % OF
COMMON OPTIONS/ BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER STOCK OTHER OWNERSHIP (1) OUTSTANDING
- ------------------------ ----- ----- ------------- -----------
Nitin Amersey, Director 375,000 -- 375,000 0.77%
132 Penn Avenue
Telford, PA 18969
Bengt Odner, Director 1,176,470 938,235(2) 2,114,705(3) 4.33%
132 Penn Avenue
Telford, PA 18969
M. Rae Cowan, Director 1,331,029 343,765 1,674,794 3.43%
132 Penn Avenue
Telford, PA 18969
Leon D. Black 1997 Five Year Trust (5) 1,500,000 -- 1,500,000 3.07%
1301 Avenue of the Americas
New York, NY 10019
Leon D. Black (6) 150,000 150,000(7) 300,000 0.61%
1301 Avenue of the Americas
New York, NY 10019
Leon D. Black Trust UAD (8) 517,647 333,823(7) 851,470 1.74%
11/30/92 FBO Alexander Black
1301 Avenue of the Americas
New York, NY 10019
Leon D. Black Trust UAD (9) 517,647 333,823(7) 851,470 1.74%
11/30/92 FBO Benjamin Black
1301 Avenue of the Americas
New York, NY 10019
Leon D. Black Trust UAD (10) 517,647 333,823(7) 851,470 1.74%
11/30/92 FBO Joshua Black
1301 Avenue of the Americas
New York, NY 10019
Leon D. Black Trust UAD (11) 517,647 333,823(7) 851,470 1.74%
11/30/92 FBO Victoria Black
1301 Avenue of the Americas
New York, NY 10019
All current directors and executive 6,033,969 2,563,235 8,597,204 17.62%
officers as a group
-8-
<FN>
- -------
(1) Computed on the basis of 48,805,136 shares of common stock outstanding,
plus, in case of any person deemed to own shares of common stock as a
result of owning options, warrants, or rights to purchase common stock
exercisable within 60 days of April 30, 2002.
(2) Includes 250,000 option shares exercisable at $0.50, which lapse April 18,
2004, and 100,000 shares exercisable at $0.50 which lapse May 30, 2004.
(3) The shares listed as beneficially owned by Mr. Odner exclude 625,000
shares held by Crystal Fund Ltd., a Bermuda mutual fund, of which Mr.
Odner is a director. Mr. Odner disclaims any beneficial ownership and has
represented that he does not take any role in the Crystal Funds investment
in the Company
(4) Includes 250,000 option shares exercisable at $0.50 which lapse April 18,
2004 and 100,000 option shares exercisable at $0.50 which lapse May 30,
2004.
(5) Excludes shares and warrants owned by Leon D. Black, Leon D. Black Trust
UAD 11/30/92 FBO Alexander Black, Leon D. Black Trust UAD 11/30/92 FBO
Benjamin Black, Leon D. Black Trust UAD 11/30/92 FBO Joshua Black and Leon
D. Black Trust UAD 11/30/92 FBO Victoria Black for which the beneficial
owner disclaims beneficial ownership.
(6) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon D. Black Trust
UAD 11/30/92 FBO Benjamin Black, Leon D. Black Trust UAD 11/30/92 FBO
Joshua Black and Leon D. Black Trust UAD 11/30/92 FBO Victoria Black for
which the beneficial owner disclaims beneficial ownership.
(7) Warrants to purchase 333,823 shares of common stock.
(8) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, Leon
D. Black Trust UAD 11/30/92 FBO Joshua Black and Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which the beneficial owner disclaims
beneficial ownership.
(9) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon
D. Black Trust UAD 11/30/92 FBO Joshua Black and Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which the beneficial owner disclaims
beneficial ownership.
(10) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon
D. Black Trust UAD 11/30/92 FBO Benjamin Black, Leon D. Black Trust UAD
11/30/92 FBO Victoria Black for which the beneficial owner disclaims
beneficial ownership.
(11) Excludes shares and warrants owned by Leon D. Black 1997 Five Year Trust,
Leon D. Black, Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, Leon
D. Black Trust UAD 11/30/92 FBO Benjamin Black and Leon D. Black Trust UAD
11/30/92 FBO Joshua Black for which the beneficial owner disclaims
beneficial ownership.
</FN>
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Goldstein & Morris Certified,
Public Accountants P. C. as the Company's independent auditors for the fiscal
years ending December 31, 2003. At its board meeting on February 5, 2001, the
Board of Directors engaged Goldstein and Morris, Certified Public Accountants,
as its independent auditor for its fiscal year ended December 31, 2000. On
February 5, 2001, the accounting firm of Daren, Martenfeld, Carr, Testa and
Company LLP ("MCTC") was dismissed as the Company's independent auditors as a
result of the company's decision to retain a U. S. accounting firm to act as its
auditors and discontinue further auditing services by the Canadian accounting
firm MCTC. There were no disagreements on matters of accounting principles and
practices, financial disclosure, and reportable events between the Company and
MCTC. Prior to the foregoing and during the Company's two most recent fiscal
years and all subsequent interim periods preceding such dismissal, the reports
on the financial statements prepared by MCTC contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. Representatives of Goldstein & Morris
are expected to be present at the Annual Meeting.
PROPOSAL 2: THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.
-9-
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS
Rules of the Securities and Exchange Commission require that any
proposal by a stockholder must be received by the Company for consideration at
the 2003 Annual Meeting of Stockholders no later than April 8, 2004 if any such
proposal is to be eligible for inclusion in the Company's Proxy materials for
its 2003 Annual Meeting. Under such rules the Company is not required to include
stockholder proposals in its proxy materials unless certain other conditions
specified in such rules are met.
OTHER MATTERS
Management of the Company is not aware of any other matters to be
presented for action at the Annual Meeting other than those mentioned in the
Notice of Annual Meeting sent to Stockholders and referred to in this proxy.
COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in the
Proxy Statement, the Securities and Exchange Commission requires a five-year
comparison of stock performance of the Company with the stock performance of
appropriate smaller companies. The company has selected the NASDAQ Composite
Index and The Dow Jones U.S. Total Auto Parts Index for stock performance
comparison. The chart reflects the NASDAQ and Dow Jones indexes from the period
from which the Company's stock commenced trading.
PERFORMANCE GRAPH
The graph depicted below shows the Company's stock price as an index
assuming $100 invested on January 19, 1999, along with the composite prices of
companies listed in the NASDAQ Stock Market (U. S.) Index and the S & P Auto
Parts & Equipment Index.
COMPARISON OF FOUR YEAR CUMULATIVE TOTAL RETURN AMONG
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC., THE S&P AUTO PARTS & EQUIPMENT INDEX
AND THE NASDAQ STOCK MARKET (U.S.) INDEX
Date ESW Return ESW Nasdaq Nasdaq S&P Auto S&P
Return Composite Parts Return Auto Parts
- ---- ---------- --- ------ ------ ------------ ----------
Jan-99 $ 100.00 $ 100.00 $ 100.00
Mar-99 506.25% $ 606.25 2.21% $ 102.21 -10.80% $ 89.20
Jun-99 -29.90% $ 424.98 9.13% $ 111.54 7.88% $ 96.23
Sep-99 -26.47% $ 312.49 2.24% $ 114.04 -13.97% $ 82.79
Dec-99 28.00% $ 399.99 48.18% $ 168.98 -7.57% $ 76.52
Mar-00 50.00% $ 599.98 12.37% $ 189.89 1.47% $ 77.64
Jun-00 -58.33% $ 250.01 -13.27% $ 164.69 -15.27% $ 65.79
Sep-00 40.00% $ 350.02 -7.39% $ 152.52 1.64% $ 66.87
Dec-00 -58.93% $ 143.75 -32.74% $ 102.58 -14.80% $ 56.97
Mar-01 21.74% $ 175.00 -25.51% $ 76.42 13.13% $ 64.45
Jun-01 -40.57% $ 104.00 17.44% $ 89.74 15.91% $ 74.70
Sep-01 -38.46% $ 64.00 -30.65% $ 62.24 -23.32% $ 57.28
Dec-01 21.88% $ 78.01 30.13% $ 80.99 16.86% $ 66.94
Mar-02 -2.56% $ 76.01 -5.39% $ 76.62 21.85% $ 81.57
Jun-02 -50.00% $ 38.01 -20.71% $ 60.75 -7.70% $ 75.29
Sep-02 -50.00% $ 19.00 -19.90% $ 48.66 -16.06% $ 63.20
Dec-02 15.79% $ 22.00 13.95% $ 55.45 -6.42% $ 59.14
NOTE:
* $100 invested on 1/1/2000 in company stock or on 1/1/2000 in comparison index
including reinvestment of dividends. Fiscal year ending December 31.
The stock Price Performance Graph above shall not be deemed incorporated by
reference by a general statement incorporating by reference the Proxy Statement
into any filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates this
invormation by reference, and shall not otherwise be deemed filed under such
Acts.
-10-
VOTING PROCEDURE
Under Florida law, each holder of record is entitled to vote the
number of shares owned by the shareholder for any agenda item.
The Company is not aware of any other agenda item to be added to the
agenda, as it has not been informed by any stockholder of any request to do so.
There are no matters on the agenda that involve rights of appraisal
of a stockholder. The Company incorporates by reference all items and matters
contained in its Form 10-KSB for the Fiscal Year ended December 31, 2002 as
filed with the Securities and Exchange Commission in addition to the Form
10-QSB's and Form 8-K reports as filed with the Commission.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOHN A. DONOHOE, JR.
--------------------
John A. Donohoe, Jr.
CHAIRMAN OF THE BOARD
Dated: April 30, 2003
Telford, Pennsylvania
-11-
PLEASE RETURN THIS PROXY CARD BY FAX TO
(801) 277-3147 OR IN THE ENCLOSED ENVELOPE
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
132 PENN AVENUE
TELFORD, PENNSYLVANIA 18969
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John A. Donohoe, Jr., Robert R. Marino, Nitin
Amersey, Barry Gross, David Johnson, Bengt G. Odner and William J. Sifer as
proxies each with the power to appoint his substitute and hereby authorizes them
to represent and to vote as designated below all shares of common stock of
Environmental Solutions Worldwide, Inc. held on record by the undersigned on May
1, 2003 at the Annual Meeting of Stockholders to be held on June 12, 2003 at The
Sheraton Bucks County, 400 Oxford Valley Road, Langhorne, PA 19047, or any
adjournment thereof.
1. ELECTION OF DIRECTOR NOMINEES: John A. Donohoe, Jr., Robert R. Marino,
Nitin Amersey, Barry Gross, David Johnson, Bengt G. Odner and William J.
Sifer.
[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY
(Except as marked to (To vote for all nominees
contrary below) listed)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME IN THE SPACE PROVIDED BELOW)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF GOLDSTEIN & MORRIS, CERTIFIED
PUBLIC ACCOUNTANTS, P. C. AS INDEPENDENT ACCOUNTANTS OF THE
CORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion the proxies are authorized to vote upon such other further
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is provided, this proxy wll be voted FOR Proposals
1 and 2.
Please sign exactly as your name appears below. 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: , 2003
----------------------------------
-------------------------
SIGNATURE
-------------------------
SIGNATURE IF HELD JOINTLY
Please mark, sign, date and return the proxy card promptly.
PLEASE RETURN THIS PROXY CARD BY FAX TO (801) 277-3147 OR IN THE ENCLOSED
ENVELOPE.