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) APRIL 19, 2011
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
FLORIDA 000-30392 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.
On April 19, 2011, the Company's board of directors ratified a Services
Agreement ("Agreement") between the Company and Orchard Capital Corporation
("Orchard") which was approved by the Company's Compensation Committee. Under
the Agreement, which will be effective as of January 30, 2011, Orchard will
provide services that may be mutually agreed to by and between Orchard and the
Company including those duties customarily performed by the Chairman of the
Board and executive of the Company as well as providing advise and consultation
on general corporate matters, and on other projects as may be assigned by the
Company's Board of Directors on an as needed basis. Orchard has agreed to
appoint Mark Yung, the Company's Executive Chairman who is also employed by
Orchard to act on Orchard's behalf and provide the services to the Company under
the Agreement. Orchard reserves the right to replace Mr. Yung as the provider of
services under the Agreement at its sole option. The Agreement may be terminated
by either party upon thirty (30) days written notice unless otherwise provided
for under the Agreement. Compensation under the agreement is the sum of $300,000
per annum plus reimbursement for out-of-pocket expenses incurred by Orchard. The
agreement includes other standard terms including indemnification and limitation
liability provisions. Orchard is controlled by Richard Ressler; affiliated
entities of Orchard as well as Richard Ressler own shares of the Company
ITEM 8.01 OTHER EVENTS
On April 19, 2011, the Company's board of directors ratified a modification of
the board compensation structure as approved by the Company's Compensation
Committee. As a part of the modified compensation policy the board of directors
ratified and approved a reduction and change in the composition in the fees paid
to the chairpersons of the various board committees and other board members, as
well as an amendment to the Company's 2010 Stock Incentive Plan (the "Plan") so
as to permit the issuance of restricted shares of the Company's Common Stock to
directors in addition to executive officers and employees as previously provided
for under the Plan. The amendment to the Plan permits for board fees to be paid
in the form of the Company's restricted common stock for all non-executive board
members, with a cash component for the chairpersons of the various board
committees. Previously, the board fee policy consisted of cash and options for
all board members.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
Date: April 25, 2011
By: /s/ Praveen Nair
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Praveen Nair
Chief Financial Officer