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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934.
Filed by the Registrant [ x ] Filed by Party other than the
Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by
Rule 14a-6(e)(2)]
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 000-30392
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Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1)
and O-11.
1. Title of each class of securities to which transaction
applies: ______________________________________________
2. Aggregate number of securities to which transaction applies:
______________________________________________
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined): _________________________
4. Proposed maximum aggregate value of transaction:
5. Total fee paid: _______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1. Amount Previously Paid; _______________________________
2. Form, Schedule or Registration Statement No. __________
3. Filing Party: _________________________________________
4. Date Filed: ___________________________________________
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ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
250 Shields Court Unit #3
Markham, Ontario
Canada L3R 9W7
_____________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_____________________________________________________
Date: Tuesday, September 12, 2000
Time: 11:00 a.m. EDT
Place: Sheraton Parkway Toronto North, Grand York A Conference
Room, 600 Highway 7 East, Richmond, Ontario, Canada.
Matters to be voted on:
1. Election of three directors.
2. Ratification of the appointment of Daren, Martenfeld, Carr,
Testa and Company, LLP, as our independent accountants for 2000.
3. Any other matters properly brought before the shareholders at
the meeting.
By order of the board of directors,
Michael Oliver,
sole director
August 9, 2000
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PROXY STATEMENT
Your vote at the annual meeting is important to us. Please vote
your shares of common stock by completing the enclosed proxy card and
returning it to us in the enclosed envelope. This proxy statement has
information about the annual meeting and was prepared by the
Company's management for the board of directors.
This proxy statement was first mailed to shareholders on August
9, 2000.
Notice of Annual Meeting
General Information About Voting
Who can vote?
You can vote your shares of common stock if our records show
that you owned the shares on August 8, 2000. A total of 29,251,964
shares of common stock can vote at the annual meeting. You get one
vote for each share of common stock. The enclosed proxy card shows
the number of shares you can vote.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on
each proposal to be considered at the annual meeting. Sign and date
the proxy card and mail it back to us in the enclosed envelope. The
proxyholders named on the proxy card will vote your shares as you
instruct. If you sign and return the proxy card but do not vote on a
proposal, the proxyholders will vote for you on that proposal. Unless
you instruct otherwise, the proxyholders will vote for each of the
eight director nominees and for each of the other proposals to be
considered at the meeting.
What if other matters come up at the annual meeting?
The matters described in this proxy statement are the only
matters we know will be voted on at the annual meeting. If other
matters are properly presented at the meeting, the proxyholders will
vote your shares as they see fit.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change
your vote either by giving the Company's secretary a written notice
revoking your proxy card or by signing, dating, and returning to us a
new proxy card. We will honor the proxy card with the latest date.
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Can I vote in person at the annual meeting rather than by
completing the proxy card?
Although we encourage you to complete and return the proxy card
to ensure that your vote is counted, you can attend the annual
meeting and vote your shares in person.
What do I do if my shares are held in "street name"?
If your shares are held in the name of your broker, a bank, or
other nominee, that party should give you instructions for voting
your shares.
How are votes counted?
We will hold the annual meeting if holders of a majority of the
shares of common stock entitled to vote either sign and return their
proxy cards or attend the meeting. If you sign and return your proxy
card, your shares will be counted to determine whether we have a
quorum even if you abstain or fail to vote on any of the proposals
listed on the proxy card.
Who pays for this proxy solicitations?
We do. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail, or in person. None
of these employees will receive any extra compensation for doing
this.
Stock Ownership
The following table shows the number of shares of common stock
beneficially owned (as of August 8, 2000) by:
* each person who we know beneficially owns more than 5% of
the common stock;
* each director;
* each executive officer named in the Summary Compensation
Table on page 8; and
* the directors and executive officers as a group.
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BENEFICIAL OWNERSHIP
Name and Number of Percent
Address Common Shares Position of Class [2]
Bengt G. Odner [3] 850,000 [5] Chief Executive Officer *
Jervaulx Hall Officer
Jervaulx, North Yorkshire Director Nominee
United Kingdom HG4 4PH
Adam M. Oliver [1] 200,000 [6] President and Sole *
250 Shields Court Unit #3 Director
Markham, Ontario
Canada L3R 9W7
All Directors and Officer
as a group (2 persons) 1,050,000 *
Dr. Bruno Liber 5,000,000 Chief Technology Officer 17.9%
Teodosio V. Pangia [4] 3,170,975 [8] 10.8%
Mark Nicole 100,000 [7] Director Nominee *
David Johnson 4,500 Director Nominee *
* Less than 5% of the outstanding shares of Common Stock.
[1] Address is c/o the Company, at 250 Shields Court, Unit #3,
Markham, Ontario Canada L3R 9W7, unless otherwise noted.
[2] Beneficial ownership is determined in accordance with the rules
of the Securities & Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of
Common Stock subject to options or warrants currently
exercisable or convertible, or exercisable or convertible within
60 days of December 31, 1999, are deemed outstanding for
computing the percentage of the person holding such option or
warrant but are not deemed outstanding for computing the
percentage of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community
property laws, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock
beneficially owned.
[3] The shares listed as beneficially owned by Mr. Odner include
400,000 shares held by Crystal Fund Ltd., a Bermuda mutual fund,
of which Mr. Odner is a director.
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[4] The shares beneficially owned by Mr. Pangia are held of record
by Tyler Dylan Corp., an Ontario corporation in which Mr. Pangia
is the sole stockholder.
[5] Includes an option to acquire up to 200,000 shares of our common
stock at an exercise price of $1.00 per share.
[6] Represents an option to acquire 200,000 shares of common stock
at an exercise price of $1.00 per share.
[7] Represents an option to acquire 100,000 shares of common stock
at an exercise price of $1.00 per share.
[8] Holdings as of November 18, 1999.
PROPOSAL NO. 1
Election of Directors
An entire board of directors, consisting of two members, will be
elected at the annual meeting. The directors elected will hold office
until their successors are elected, which should occur at the next
annual meeting.
Vote Required. A majority of the votes cast are required to
elect a nominee to the board of directors, provided that a quorum is
represented at the meeting.
Nominations. At the annual meeting, we will nominate the persons
named in this proxy statement as directors. Although we don't know of
any reason why one of these nominees might not be able to serve, the
board of directors will propose a substitute nominee if any nominee
is not available for election.
Shareholders also can nominate persons to be directors. If you
want to nominate a person, you must follow the procedures in the
Company's bylaws. Unless you have complied with these bylaw
provisions, your nominee won't be accepted and can't be voted on by
the shareholders.
General Information About the Nominees. The current nominees
have not been members of the board of directors. Michael Oliver, the
past sole director has decided not to seek reelection to the board of
directors.
Bengt George Odner is the Chief Executive Officer of the
Company. He was appointed Chief Executive Officer by the Company's
sole director in August 1999. Mr. Odner is a director of Crystal Fund
Ltd., a Bermuda mutual fund, and a director of Crystal Fund Managers,
Ltd. since 1996. From 1990 through 1995, Mr. Odner was the Chairman
of Altus Nord AB, a property holding company specializing in
Scandinavian properties and a wholly-owned subsidiary of Credit
Lyonais Bank Paris.
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Mark Nicole has been the Chief Operations Officer of the
Company, since March 2000. Prior to that, he was a management
consultant to Lorien plc, London, England.. Lorien plc is engaged in
marketing to government departments. From 1998 to 1999, Mr. Nicole
was consultant to Allsop & Co., London, England. His duties included
assessment of major property portfolios. From 1991 to 1998, Mr.
Nicole was managing director of Chelworth Limited, Bath, England.
Chelworth Limited is engaged in advising U.S. and European aerospace
and automotive companies in large capital projects and strategic
planning. From 1976 to 1991, Mr. Nicole was a officer in the British
Army, specializing in defense equipment procurement. Mr. Nicole
holds Master of Arts degree in philosophy, politics and economics
from New College, Oxford University and was previously educated at
Eton College, after being awarded a scholarship.
David Johnson has been a consultant for Ventura Auto Collision
Inc, In Concord Ontario, since 1999. His duties have included
overall strategy planning for an import auto repair facility. From
1989 to 1999, Mr. Johnson was a strategy and marketing consultant to
National Warehousing Inc., Toronto, Ontario. National Warehousing is
engaged in automotive paint, material and handling equipment. Since
1991, Mr. Johnson served as vice president and director of the Oasis
Group in Markham, Ontario. The Oasis Group is a indoor golf practice
and teaching facility.
There are no family relationships between any director or
director-nominee and any other director or executive officer.
There are no agreements or understandings for any director-
nominee to resign at the request of another person and that none of
the director-nominees are acting on behalf of or will act at the
direction of any other person.
The activities of each director will be material to our
operation. No other person's activities will be material to our
operation. We have no promoters, other than its officers and
directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities and Exchange Act of 1934
requires certain defined persons to file reports of and changes in
beneficial ownership of a registered security with the Securities and
Exchange Commission in accordance with the rules and regulations
promulgated by the SEC to implement the provisions of Section 16.
Under the regulatory procedure, officers, directors and persons who
own more than ten percent of a registered class of a company's equity
securities are also required to furnish the company with copies of
all Section 16(a) forms they filed.
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Based on review of the copies of Forms 3 and a review our
transfer agents records, all reports required to be filed pursuant to
Section 16(a) have been filed with the Commission
Committees of the Board. The board of directors does not have
any committees.
Submission of Unaudited Financial Statements to Our Auditors.
Our unaudited financial statements have been submitted to our
auditors for review prior to filing them with the SEC.
The board of directors did not hold any meetings during 1999.
All actions of the board of directors were accomplished through the
use of consent resolutions.
Executive Compensation
The following report and the performance graph on page 10 do not
constitute soliciting materials and are not considered filed or
incorporated by reference into any of our other filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934, unless
we state otherwise.
Mr. Oliver, our President, received a total of $4,100 in
compensation for his services to the Company during the year ended
December 31, 1999. Mr. Odner currently serves without compensation.
Summary Compensation Table
Annual Compensation Long-Term Compensation
Other Other
Annual Compen- Stock Compen-
Name Year Salary Bonus sation Awards sation
Adam M. Oliver 1999 0 0 4,100 None None
Bengt Odner 1999 0 0 0 None None
Options/SAR Grants in Last Fiscal Year
There were no grants of options or other rights to acquire stock
to employees of the Company in the past fiscal year. Since the end
of the last fiscal year, we have issued an option to Michael Oliver
to acquire up to 200,000 shares of common stock at an exercise price
of $1.00 per share and issued Bengt Oder an option to acquire up to
200,000 shares of common stock at an exercise price of $1.00 per
share. We have also issued Mark Nicole an option to acquire 100,000
shares of common stock at an exercise price of $1.00 per share. The
options issued them expire two years after the date of the grant.
None of the options have been exercised as of the date hereof. The
options were issued pursuant to our non-qualified incentive stock
option plan filed with the SEC on Form S-8.
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Employment Agreements
The Company does not presently have formal employment agreements
with any employees or officers.
Compensation of Directors
The Company does not presently compensate its sole director for
his attendance at meetings of the board of directors. We do not
intend to compensate our directors in the future, but we do intend to
pay their out-of-pocket expenses for attending board meetings.
General Philosophy on Executive Compensation
Our goals are to:
* provide compensation competitive with other similar
companies;
* reward executives consistent with the performance of the
Company;
* recognize individual performance;
* retain and attract qualified executives; and
* encourage executives to increase shareholder value.
To achieve these goals, we intend to implement an executive-
compensation program with three basic elements: base salary, annual
cash bonus, and stock options.
Base Salary. The board of directors will determine the base
salary of each executive officer. The board of directors considers
competitive industry salaries, the nature of the officers position,
the officer's contribution and experience, and the officer's length
of service.
Annual Cash Bonus. Before the beginning of each year, the board
of directors will set specific annual performance targets for each
executive officer. The performance targets are tailored to the
officer's position. They can be based on net income, return on
equity, customer satisfaction, and other factors. The board of
directors sets each annual bonus based on the officer's success in
meeting or exceeding the performance targets.
Stock Options. The board of directors will grant options to an
executive officer when the officer is hired, when the officer is
promoted, and when the officers existing options have fully vested.
The board of directors will determine the number of options to be
granted to an officer based on the officer's level of responsibility.
The board of directors believes that the use of stock options ties
the member to the company.
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Compensation Interlocks and Insider Participation
No Company executive officer currently serves on the
compensation committee or board of directors or any similar committee
of another public company.
Performance Graph
The graph depicted below shows the Company's stock price as an
index assuming $100 invested on January 19, 1999, along with the
composite prices of companies listed in the NASDAQ Stock Market
(U.S.) Index and the S&P Auto Parts & Equipment Index.
COMPARISON OF ONE YEAR CUMULATIVE TOTAL RETURN*
AMONG ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX,
AND THE S & P AUTO PARTS & EQUIPMENT INDEX
1/19/99 3/99 6/99 9/99 12/99
ESWI 100.00 606.20 425.00 312.60 400.00
NASDAQ (U.S.) 100.00 112.14 122.79 125.78 185.90
S&P AUTO PARTS 100.00 90.27 105.38 88.37 76.88
* $100 invested on 1/19/99 in stock or on 12/31/98 in index -
including reinvestment of dividends. Fiscal year ending
December 31.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that might incorporate future filings
made by the Company under those statutes, the preceding Stock
Performance Graph will not be incorporated by reference into any of
those prior filings, nor will such report or graph be incorporated by
reference into any future filings made by the Company under those
statutes.
PROPOSAL NO. 2
Appointment of Independent Accountants
We recommend that you vote for ratification of the appointment
of Daren, Martenfeld, Carr, Testa and Company, LLP as our auditors
for the year ending December 31, 2000.
We have appointed the accounting firm of Daren, Martenfeld,
Carr, Testa and Company, LLP as our independent accountants to
examine the our financial statements for the year ending December 31,
2000. A resolution to ratify the appointment will be presented at the
annual meeting. A majority of the votes cast must vote in favor to
ratify the appointment. If the shareholders do not ratify the
appointment, we will reconsider our selection of Daren, Martenfeld,
Carr, Testa and Company, LLP
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Daren, Martenfeld, Carr, Testa and Company, LLP examined our
financial statements for 1999. A representative of Daren, Martenfeld,
Carr, Testa and Company, LLP will be at the meeting and available to
answer questions.
Shareholder Proposals for 2001 Annual Meeting
If you want to include a shareholder proposal in the proxy
statement for the 2001 annual meeting, it must be delivered to the
Company's secretary at the Company's executive offices before
February 15, 2001.
Other Matters
At the date of mailing of this proxy statement, we are not aware
of any business to be presented at the annual meeting other than the
proposals discussed above. If other proposals are properly brought
before the meeting, any proxies returned to us will be voted as the
proxyholders see fit.
You can obtain a copy of the Company's Annual Report on Form
10-K for the year ended December 31, 1999 at no charge by writing to the
Company at 250 Shields Court, Unit #3, Markham, Ontario, Canada, L3R
9W7, attention: Bengt Odner.
Dated this 9th day of August, 2000.
By order of the board of directors,
Michael Oliver,
President and sole Director
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PROXY This Proxy is solicited on behalf of the Board of
Directors.
The undersigned hereby appoints Michael Oliver and Bengt Odner as
Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below,
all the shares of common stock of Environmental solutions Worldwide,
Inc. held on record by the undersigned on August 8, 2000, at the
Annual Meeting of Shareholders to be held on September 12, 2000 or
any adjournment thereof.
1. [ ] ELECTION OF DIRECTORS [ ] WITHHOLD AUTHORITY
FOR all nominees listed for the nominees
below (except as marked listed below
to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual
nominee
strike a line through the nominee's name in the list below.)
Bengt George Odner
Mark Nicole
David Johnson
2. THE RATIFICATION OF THE APPOINTMENT OF DAREN, MARTENFELD, CARR,
TESTA AND COMPANY, LLP AS OUR AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposal 1.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by
President of other authorized officer. If a partnership please sign
in partnership name by authorized person.
DATED ______________________, 2000.
___________________________________
Signature
PLEASE MARK SIGN DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
___________________________________
Signature if held jointly