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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933, as amended.
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Exact name of registrant as specified in charter.)
FLORIDA N/A
(State of other jurisdiction (I.R.S. Employer of
incorporation
or organization) Identification Number)
250 Shields Court
Unit #3
Markham, Ontario
Canada L3R 9W7
(Address of executive offices, including zip code.)
(905) 947-9923
(Registrant's telephone number)
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
2000 NONQUALIFYING STOCK OPTION PLAN
(Full title of the plan)
Adam Michael Oliver, President
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
250 Shields Court
Unit #3
Markham, Ontario
Canada L3R 9W7
(604) 605-0885
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
In addition, pursuant to rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
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CALCULATION OF REGISTRATION FEE
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Aggregate
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Unit/Share Price [1] Fee [1]
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Common Shares,
$0.001 par value,
issuable upon
exercise of
stock options
by Grantees 5,000,000 $ 1.75 $ 8,750,000 $ 2,310
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Totals 5,000,000 $ 1.75 $ 8,750,000 $ 2,310
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[1] Based upon the mean between the closing bid and ask prices for
common shares on May 17, 2000, in accordance with Rule 457(c).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into
this Registration Statement and made a part hereof:
(a) Our Form 10SB Registration Statement, SEC File No. 000-30392,
filed with the Securities and Exchange Commission (the
"Commission) on November 11, 1999.
(b) Our Form 10-K Annual Report, filed with the Commission on
March 30, 2000.
(c) All reports filed with the Securities and Exchange Commission
after November 11, 1999.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock.
The authorized Common Stock of the Company consists of
50,000,000 shares of $0.001 par value Common Stock. As of May 17,
2000, 28,002,538 shares are issued and outstanding of which
10,833,975 are freely tradeable.
All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of
more than 50% of the Common Stock could, if they chose to do so,
elect all of the directors of the Company.
You have traditional rights as to voting, dividends and
liquidation. All of our shares of common stock are entitled to one
vote on all matters. There are no pre-emptive rights and
cumulative voting is not allowed. Our common stock is not subject
to redemption and carries no subscription or conversion rights. In
the event of our liquidation you are entitled to share equally in
corporate assets after satisfaction of all liabilities. Copies of
the Articles of Incorporation and Bylaws were filed as Exhibits to
the Registration Statement filed by us in our Form 10SB
Registration Statement SEC File No. 000-30392, are incorporated
herein by reference. All of our shares outstanding are fully paid
and non-assessable.
Dividends.
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is
contemplated in the foreseeable future.
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Stock Transfer Agent
Our stock transfer agent for our securities is Interwest
Transfer Co., Inc., P. O. 17136, Salt Lake City, Utah 84117 and its
telephone number is (801) 272-9294.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Florida Corporation Act (the "Act"),
the Company's Articles of Incorporation (the "Articles") 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 bylaw 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 interests and in connection therewith to secure policies of
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
ITEM 8. EXHIBITS.
The following documents are incorporated herein by reference
from the Registrant's Form 10SB Registration Statement filed with
the Securities and Exchange Commission, SEC File 000-30392 on
November 11, 1999. Such exhibits are incorporated herein by
reference pursuant to Rule 12b-32:
Number Document Description
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3.1 Articles of Incorporation of the Company, as amended
3.2 Bylaws of the Company
4.1 Warrant Certificate
10.1 Agreement dated January 29, 1999 by and between the
shareholders of BBL Technologies Inc.. and the Company.
10.2 Consulting Agreement dated March 31, 1999 by and between
May Davis Group and the Company.
10.3 Commission Agreement dated March 31, 1999 by and between
May Davis Group and the Company.
10.4 Option Agreement dated June 21, 1999, between David
Coates o/a Fifth Business and the Company.
10.5 Option Agreement dated June 21, 1999, between Zoya
Financial Corp. and the Company.
16.1 Letter from James E. Scheifley & Associates, P.C.
21.1 List of Subsidiaries.
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The following documents are incorporated herein:
5.1 Opinion of Conrad C. Lysiak, Attorney at Law
10.1 2000 Nonqualifying Stock Option Plan.
23.1 Consent of Daren, Martenfeld, Carr, Testa and Company
LLP, chartered accountants.
23.2 Consent of Conrad C. Lysiak, Attorney at Law
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ITEM 9. UNDERTAKINGS.
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 to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
2. that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
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; and,
3. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this Registration Statement thereto to be
signed on its behalf by the undersigned, thereunto duly authorized
on the 18th day of May, 2000.
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
BY: /s/ Adam Michael Oliver
Adam Michael Oliver, President
KNOW ALL MEN BY THESE PRESENT, that each person whose
signature appears below constitutes and appoints Adam Michael
Oliver, as true and lawful attorney-in-fact and agent, with full
power of substitution, for his and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state
securities laws or blue sky filings, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying the confirming all
that said attorney-in-fact and agent, or any 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 thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Bengt G. Odner
Bengt G. Odner Chief Executive Officer May 18, 2000
/s/ Adam Michael Oliver
Adam Michael Oliver President and sole May 18, 2000
Member of the
Board of Directors