As filed with the Securities and Exchange Commission on August 15, 2005
Reg. No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Florida 98-0346454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
335 Connie Crescent
Concord, Ontario
Canada L4K 5R2
(Address of principal executive offices)
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ENVIRONMENTAL SOLUTIONS WORLDWIDE
2002 STOCK OPTION PLAN
(Full title of plan)
David J. Johnson
Chief Executive Officer and President
335 Connie Crescent
Concord, Ontario
Canada L4K 5R2
(Name and address of agent for service)
(Telephone number, including area code of agent for service)
Copy to:
Baratta & Goldstein
597 Fifth Avenue, 9th Floor
New York, New York 10017
(212) 750-9700
fax: (212) 750-8297
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
To be registered Registered per share (1) Price Registration fee
- --------------------- ----------------- ------------------- ------------------ -------------------
Common Stock
($.01 par value) 5,000,000 $0.78 $ 3,900,000 $ 459.03
- --------------------- ----------------- ------------------- ------------------ -------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933, and based on the
average of the high and low prices of the common stock on August 12, 2005 as
reported on the Over the Counter Bulletin Board.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Environmental Solutions Worldwide, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) The Company's annual report on Form 10-KSB and 10-KSB/A (No. 1) for the
fiscal year ended December 31, 2004 filed pursuant to Section 13 of the Exchange
Act;
(b) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-2/A No.1 dated February 17, 2002, filed
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating the description;
(c) The Company's quarterly report on Form 10-QSB for the quarter ended March
31, 2005;
(d) The Company's quarterly report on Form 10-QSB for the quarter ended June 30,
2005; and
(e) Any document filed by the Company with the Commission pursuant to Sections
13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof,
but prior to the filing of a post-effective amendment to this Registration
Statement which Indicates that all shares of Common Stock registered hereunder
have been sold or that deregisters all such shares of common Stock then
remaining unsold, such documents being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
the Registration Statement, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
subsided for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with the Florida Corporation Act, the Company's Articles of
Incorporation contain provisions which state that, to the fullest extent
permitted by law, no director or officer shall be personally liable to the
Company or its shareholders for damages for breach of any duty owned to the
Corporation or its shareholders. The Company also has the power, by a by-law
provision or a resolution of its stockholders or directors, to indemnify the
officers and directors against any contingency or peril as may be determined to
be in the Company's best interest and in connection therewith to secure policies
of insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits to this registration statement are listed in the index to Exhibits
on page 6.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the securities Act
1933:
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement:
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendments shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by mean of a post-effective amendment any of the
securities being registered hereunder that remain unsold at the termination of
the offering.
(b) The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, Province of Ontario on August 15, 2005
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
BY /S/ DAVID J. JOHNSON
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DAVID J. JOHNSON, DIRECTOR, CHIEF EXECUTIVE
OFFICE, AND PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Joey Schwartz, as his or her attorney-in-fact, with
full power of substitution and resubstitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------- --------------------------- -----------------
/S/ NITIN AMERSEY Chairman of the August 15, 2005
- ---------------------- Board of Directors
Nitin Amersey
/S/ DAVID J. JOHNSON Director, Chief Executive August 15, 2005
- ---------------------- Officer and President
David J. Johnson
/S/ JOEY SCHWARTZ Director, Chief Financial August 15, 2005
- ---------------------- Officer and Secretary
Joey Schwartz
/S/ STAN KOLARIC Director and Chief August 15, 2005
- ---------------------- Operating Officer
Stan Kolaric
/s/ BENGT ODNER Director August 15, 2005
- ----------------------
Bengt Odner
INDEX TO EXHIBITS
Exhibit
NO. Description
- ------ --------------
4.1 Specimen Certificate of Common Stock
5.1 Opinion of Baratta & Goldstein
23.1 Consent of Mintz & Partners, LLP
23.2 Consent of Baratta & Goldstein (filed as part of Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page to this
Registration Statement.)
99.1 Environmental Solutions Worldwide 2002 Stock Option Plan (as amended)