As filed with the Securities and Exchange Commission on July 15, 2011
REGISTRATION NO. 333-174091
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 3714 13-4172059
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
335 CONNIE CRESCENT
CONCORD, ONTARIO,
CANADA L4K 5R2
(905) 695-4142
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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MARK YUNG
EXECUTIVE CHAIRMAN
335 CONNIE CRESCENT
CONCORD, ONTARIO,
CANADA L4K 5R2
(905) 695-4142
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
JOSEPH A. BARATTA, ESQ. ERNEST WECHSLER, ESQ.
BARATTA, BARATTA & AIDALA LLP KRAMER LEVIN NAFTALIS & FRANKEL LLP
546 FIFTH AVENUE, 6TH FLOOR 1177 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 NEW YORK, NEW YORK 10036
(212) 750-9700 (212) 715-9100
Approximate date of commencement of proposed sale to the public: Not
applicable.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-1 relates to the
Registration Statement on Form S-1 (Registration No. 333-174091) initially filed
by Environmental Solutions Worldwide, Inc. (the "Company") as a Registration on
Form S-3 on May 10, 2011 (the "Registration Statement"). This Post-Effective
Amendment No. 1 is filed in accordance with the undertaking made by the Company
in the Registration Statement to set forth the results of the subscription offer
and to remove from registration by means of a post-effective amendment any of
the securities that remained unsold at the termination of the rights offering.
The Company's stockholders validly subscribed for 15,726,659 shares of the
Company's common stock in the rights offering. The rights were exercised at
$0.12 per share, resulting in total gross proceeds to the Company from the
rights offering of approximately $1.9 million.
The Company is filing this Post-Effective Amendment No. 1 to deregister
26,714,248 shares of the Company's common stock that had been registered for
issuance pursuant to the Registration Statement. The shares of the Company's
Common Stock remained unsold as of the termination of the Company's rights
offering for which the Registration Statement was filed.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 July 15, 2011.
Environmental Solutions Worldwide, Inc.
By: /s/ Mark Yung
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Name: Mark Yung
Title Executive Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURES TITLE DATE
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*
-------------------------- Board of
Praveen Nair Chief Financial Officer July 15, 2011
/s/ Mark Yung Executive Chairman of the
-------------------------- Board of
Mark Yung Directors July 15, 2011
*
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Nitin Amersey Director July 15, 2011
*
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John Dunlap, III Director July 15, 2011
*
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Benjamin Black Director July 15, 2011
*
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Joshua Black Director July 15, 2011
*
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John Hannan Director July 15, 2011
*
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Zohar Loshitzer Director July 15, 2011
*
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John Suydam Director July 15, 2011
*By: /s/ Mark Yung
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Mark Yung, Attorney-in-Fact