UNITED STATES
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 (DATE OF EARLIEST EVENT REPORTED) JUNE 2, 2008
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
FLORIDA 000-30932 13-4172059
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(STATE OR OTHER JURISDICTION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION)
335 CONNIE CRESCENT, CONCORD, ONTARIO, CANADA L4K 5R2
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 695-4142
N/A
(Former name or former address, if changed since last report)
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 40.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective June 2, 2008 the Issuer (the "Company") entered into a Credit Facility
Agreement ("Facility" or "Agreement") with Bengt Odner a director and
shareholder of the Company. Pursuant to the Agreement, the Company can request
draw down(s) under the Facility of up to $1,500,000 in the aggregate with funds
to be used for general working capital purposes. All request(s) to draw down
under the Facility are subject to Mr. Odner's consent and approval. An approved
draw down by the Company under the Facility will be represented by a 9%
unsecured subordinated demand promissory note (a "Note") issued by the Company
to Mr. Odner or his designee. The Company may repay the Note at anytime without
penalty. At the option of the Note holder, in lieu of cash, principal and
interest earned on the Note can be repaid in restricted common stock of the
Company (the "Common Stock"). Should the Note holder elect to receive stock of
the Company, interest on principal will be calculated at a rate of 12% per
annum. The number of shares of Common Stock to be issued in satisfaction of
interest and principal shall be determined by dividing the principal and accrued
interest by the greater of 105% of the twenty (20) day average closing price of
the Company's Common Stock immediately preceding the date the Note holder elects
to have the Note satisfied with Common Stock, or the Closing Price on that date.
Under no circumstance can the conversion price be below the fair market price of
the Company's Common Stock on the date the Note holder elects to have the Note
satisfied with Common Stock. The Company may request draw down(s) under the
Facility through December 31, 2008.
Concurrent with entering into the Credit Facility Agreement, the Company issued
a Request for Issuance pursuant to the terms of the Facility for the sum of
$500,000 with said funds to be used for general working capital. The Request for
Issuance was approved and the Company issued a $500,000 Note in favor of Mr.
Odner.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Form of 2008 Credit Facility Agreement (with exhibits) between
Environmental Solutions and Bengt Odner effective as of June 2, 2008.
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
Date: June 6, 2008
By: /s/ David J. Johnson
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David J. Johnson Chief Executive
Officer and President