I
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Environmental Solutions Worldwide, Inc.
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(Name of Issuer)
Common Stock, Par Value $.001 per share
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(Title of Class of Securities)
29 408 K
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(CUSIP Number)
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C Platts
Alpine Trustees SA
15 rue du Cendrier, PO Box 1057
1211 Geneva 1, Switzerland
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 26, 2011
__________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the
following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This Schedule 13D filed by Sedam Limited and Bengt Odner supplements and amends
the previously filed Schedule 13D filed on July 1, 2010, as amended and
supplemented by Amendment No. 1 thereto filed December 14,2010 and Amendment No.
2 thereto filed December 23, 2010.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 29 408 K
Page 2 of 5
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sedam Limited
00-0000000
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Cypress
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Number of 7. Sole Voting Power
Shares 23,837,120 shares of Common Stock
Beneficially
Owned by Each 8. Shared Voting Power
Reporting 0 shares of Common Stock
Person With
9. Sole Dispositive Power
23,837,120 shares of Common Stock
10. Shared Dispositive Power
0 shares of Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,837,120 shares of Common Stock(1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
18.41%
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14. Type of Reporting Person (See Instructions)
CO
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(1) Sedam Limited, a corporation organized under the laws of Cyprus, is
controlled by a trust, of which Mr. Bengt Odner is the sole beneficiary. Mr.
Odner was a director of Environmental Solutions Worldwide, Inc. until his
resignation on December 17, 2010. Includes 23,837,120 shares previously
reported.
CUSIP No. 29 408 K
Page 3 of 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Bengt George Odner
00-0000000
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Kingdom of Sweden
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Number of 7. Sole Voting Power
Shares 1,775,780 shares of Common Stock
Beneficially
Owned by Each 8. Shared Voting Power
Reporting 25,612,900 shares of Common Stock
Person With
9. Sole Dispositive Power
1,775,780 shares of Common Stock
10. Shared Dispositive Power
25,612,900 shares of Common Stock
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
25,612,900 shares of Common Stock(2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
19.40%
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14. Type of Reporting Person (See Instructions)
IN
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(2) The aggregate amount of Common Stock beneficially owned by Mr. Bengt Odner,
a former director of the Issuer, is represented by 1,275,780 shares of Common
Stock and 500,000 shares of Common Stock underlying stock options that may be
exercised. In addition to the direct ownership listed herein, Mr. Odner has
indirect beneficial ownership by way of Sedam Limited (supra).
Page 4 of 5
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Common Stock, par value $.001 per
share (the "Common Stock"), of Environmental Solutions Worldwide, Inc. (the
"Company"), with its principal executive offices located at 335 Connie Crescent,
Concord L4K 5R2, Canada. Information given in response to each item shall be
deemed incorporated by reference in all other items, as applicable.
ITEM 2 IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented as follows:
(a) Name: This statement is being filed by each of the following persons
pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as
amended (the "Act"), promulgated by the Securities and Exchange
Commission (the "Commission"): (i) Sedam Limited and (ii) Bengt George
Odner (collectively, the "Reporting Persons", and each a "Reporting
Person");
(b) Residence or Business Address: (i) Sedam Limited- 15 rue du Cendrier,
6th Floor, P.O. Box 1057, 1211 Geneva 1, Switzerland; and (ii) Bengt
George Odner, Jervaulx Hall, Jervaulx, Ripon, North Yorkshire HG4 4PH,
United Kingdom;
(c) Present Principal Occupation or Employment: (i) Sedam Limited -
Investment Holding Company; and (ii) Bengt George Odner - Investor;
(d) During the past five years, none of the Reporting Persons has been
convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors);
(e) During the last five (5) years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body
of a competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws; and
(f) Sedam Limited is a corporation incorporated under the laws of Cyprus
and Bengt George Odner is a citizen of the Kingdom of Sweden.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Sedam Limited, a corporation organized under the laws of Cyprus, is controlled
by a trust, of which Mr. Bengt George Odner is the sole beneficiary. Mr. Odner
was a director of Environmental Solutions Worldwide, Inc. until his resignation
on December 17, 2010 and is the beneficiary of a trust that controls Ledelle
Holdings Limited. 14,507,177 shares of Common Stock reported on this Schedule
13D were transferred by Mr. Odner to Sedam Limited and 1,000,000 shares of
Common Stock reported on this Schedule 13D were transferred by Ledelle Holdings
Limited to Sedam Limited to consolidate ownership.
1,275,780 shares of Common Stock reported on this Schedule 13D were acquired by
Mr. Odner as an inducement premium received by all debenture holders of the
Issuer for early conversion of their debentures as issued by the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented to include the following paragraphs,
which are added following the last paragraph thereof:
On January 26, 2011, by written action and vote of the Reporting Persons and
certain other stockholders of the Issuer, pursuant to Title XXXVI, Chapter 607,
Section 607.0704 of the Florida Statutes and the Issuer's Bylaws (the "Action By
Written Consent"), the Issuer's Bylaws were amended to increase the maximum
permitted number of directors on the Board of Directors to eleven. By the same
Action By Written Consent, (i) each of Nitin Amersey, Peter Bloch, John Dunlap,
Elbert Hand, David Johnson and Mark Yung (collectively, the "Existing
Directors") was re-elected to the Board of Directors of the Issuer and (ii)
immediately following the effectiveness of the foregoing amendment, each of
Benjamin Black, Joshua Black, John Hannan, Zohar Loshitzer and John Suydam was
elected to join the Existing Directors on the Board of Directors of the Issuer.
Each Reporting Person disclaims membership in any "group" that includes the
other stockholders which were a party to the Action By Written Consent and has
no current agreement with any other person to act together for the purpose of
acquiring, holding, voting or disposing of equity securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
Page 5 of 5
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The following is a description of the shares beneficially owned by the Reporting
Persons. All references to the Company's issued and outstanding Common Stock
shall be deemed to mean 127,963,767 before giving effect to the issuance of up
to 500,000 shares of Common Stock issuable upon the exercise of options
beneficially owned by Mr. Odner.
(i) Amount beneficially owned:
Sedam Limited is the beneficial owner of 23,837,120 shares of Common Stock (1);
and Bengt George Odner is the beneficial owner of 1,275,780 shares of Common
Stock and 500,000 stock options (1).
(ii) Percent of class:
See Item 11 on pages 2, 3 and 4 (supra.)
(c) See Item 3 (supra.)
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of the securities to which this Statement relates.
(e) Not applicable.
..
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None of the Reporting Persons have any agreements with respect to the Common
Stock or other securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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(1) The Reporting Persons may be deemed to comprise a "group," within the
meaning of Section 13(d) of the Act, with (i) the Black Family 1997 Trust, (ii)
the Leon D. Black Trust UAD 11/30/92 FBO Alexander Black, (iii) the Leon D.
Black Trust UAD 11/30/92 FBO Benjamin Black, (iv) the Leon D. Black Trust UAD
11/30/92 FBO Joshua Black, (v) the Leon D. Black Trust UAD 11/30/92 FBO Victoria
Black, (vi) Leon D. Black , (vii) John J. Hannan, (viii) Richard Ressler and
(ix) Orchard Investments, LLC, each a "reporting person" under a Schedule 13D/A
to be filed on or about the date hereof (together, the "Other Persons"). Each
Reporting Person expressly disclaims the status of such Reporting Person as a
member of a "group" with the other Reporting Person and the Other Persons.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY
THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
DATED: January 27, 2011
SEDAM LIMITED
/S/ ANTHONY BROOKES
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BY: RIVE DIRECTORS LIMITED
ANTHONY BROOKES,
AUTHORIZED SIGNATORY
/s/ BENGT GEORGE ODNER
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BENGT GEORGE ODNER