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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
- ------ ------------------------------------------------------------
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
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EXHIBIT 5-1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
May 18, 2000
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
250 Shields Court
Unit #3
Markham, Ontario
Canada L3R 9W7
RE: Registration Statement on Form S-8
(S.E.C. File No. 333-_________)
covering the Public Offering of
Common Shares
Gentlemen:
I have acted as counsel for ENVIRONMENTAL SOLUTIONS
WORLDWIDE, INC. Corp. (the "Company"), in connection with
registration by the Company of an aggregate of 5,000,000 Common
Shares, par value $0.001 per share, underlying Options to be
issued to employees, directors, officers of the Company and
others (the "Options"), all as more fully set forth in the
Registration Statement on Form S-8 to be filed by the Company.
In such capacity, I have examined, among other documents,
the Articles of Incorporation, as amended, Bylaws and minutes of
meetings of its Board of Directors and shareholders, and the
Non-Qualifying Stock Option Plan of the Company.
Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am of the
opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Florida.
2. The Options and underlying Common Shares have been
legally and validly authorized under the Articles of
Incorporation, as amended, of the Company, and when issued and
paid for upon exercise of the Options, the Common Shares
underlying the Options will constitute duly and validly issued
and outstanding, fully paid and nonassessable, Common Shares of
the Company.
Yours truly,
/s/ Conrad C. Lysiak
Conrad C. Lysiak
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EXHIBIT 10.1
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
2000 NONQUALIFYING STOCK OPTION PLAN
ARTICLE I
Purpose of Plan
This 2000 NONQUALIFYING STOCK OPTION PLAN (the "Plan") of
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. (the "Company") for
persons employed or associated with the Company, including
without limitation any employee, director, general partner,
officer, attorney, accountant, consultant or advisor, is intended
to advance the best interests of the Company by providing
additional incentive to those persons who have a substantial
responsibility for its management, affairs, and growth by
increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships
with the Company. Further, the availability and offering of
Stock Options under the Plan supports and increases the Company's
ability to attract, engage and retain individuals of exceptional
talent upon whom, in large measure, the sustained progress growth
and profitability of the Company for the shareholders depends.
ARTICLE II
Definitions
For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings
set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee, or such
other committee appointed by the Board, which shall be designated
by the Board to administer the Plan. The Committee shall be
composed of two or more persons as from time to time are
appointed to serve by the Board and may be members of the Board.
"Common Shares" shall mean the Company's Common Shares
$0.001 par value per share, or, in the event that the outstanding
Common Shares are hereafter changed into or exchanged for
different shares or securities of the Company, such other shares
or securities.
"Company" shall mean ENVIRONMENTAL SOLUTIONS WORLDWIDE,
INC., a Florida corporation, and any parent or subsidiary
corporation of ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC., as such
terms are defined in Section 425(e) and 425(f), respectively of
the Code.
"Optionee" shall mean any person employed or associated with
the affairs of the Company who has been granted one or more Stock
Options under the Plan.
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"Stock Option" or "NQSO" shall mean a stock option granted
pursuant to the terms of the Plan.
"Stock Option Agreement" shall mean the agreement between
the Company and the Optionee under which the Optionee may
purchase Common Shares hereunder.
ARTICLE III
Administration of the Plan
1. The Committee shall administer the plan and
accordingly, it shall have full power to grant Stock Options,
construe and interpret the Plan, establish rules and regulations
and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and
proper.
2. The determination of those eligible to receive Stock
Options, and the amount, price, type and timing of each Stock
Option and the terms and conditions of the respective stock
option agreements shall rest in the sole discretion of the
Committee, subject to the provisions of the Plan.
3. The Committee may cancel any Stock Options awarded
under the Plan if an Optionee conducts himself in a manner which
the Committee determines to be inimical to the best interest of
the Company and its shareholders as set forth more fully in
paragraph 8 of Article X of the Plan.
4. The Board, or the Committee, may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or
in any granted Stock Option, in the manner and to the extent it
shall deem necessary to carry it into effect.
5. Any decision made, or action taken, by the Committee or
the Board arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive.
6. Meetings of the Committee shall be held at such times
and places as shall be determined by the Committee. A majority
of the members of the Committee shall constitute a quorum for the
transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought
before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote,
taken without a meeting, of a majority of its members.
7. No member of the Committee shall be liable for any act
or omission of any other member of the Committee or for any act
or omission on his/her own part, including, but not limited to,
the exercise of any power or discretion given to him/her under
the Plan except those resulting from his/her own gross negligence
or willful misconduct.
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8. The Company, through its management, shall supply full
and timely information to the Committee on all matters relating
to the eligibility of Optionees, their duties and performance,
and current information on any Optionee's death, retirement,
disability or other termination of association with the Company,
and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance
of its duties hereunder.
ARTICLE IV
Shares Subject to the Plan
1. The total number of shares of the Company available for
grants of Stock Options under the Plan shall be 5,000,000 Common
Shares, subject to adjustment as herein provided, which shares
may be either authorized but unissued or reacquired Common Shares
of the Company.
2. If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in full,
the unpurchased shares covered by such NQSO shall be available
for future grants of Stock Options.
ARTICLE V
Stock Option Terms and Conditions
1. Consistent with the Plan's purpose, Stock Options may
be granted to any person who is performing or who has been
engaged to perform services of special importance to management
in the operation, development and growth of the Company.
2. Determination of the option price per share for any
stock option issued hereunder shall rest in the sole and
unfettered discretion of the Committee.
3. All Stock Options granted under the Plan shall be
evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the
Committee may adopt, including the provisions set forth in
paragraphs 2 through 11 of this Article V.
4. All Stock Options granted hereunder must be granted
within ten years from the date this Plan is adopted.
5. No Stock Option granted hereunder shall be exercisable
after the expiration of ten years from the date such NQSO is
granted. The Committee, in its discretion, may provide that an
option shall be exercisable during such ten year period or during
any lesser period of time. The Committee may establish
installment exercise terms for a Stock Option such that the NQSO
becomes fully exercisable in a series of cumulating portions. If
an Optionee shall not, in any given installment period, purchase
all the Common Shares which such Optionee is entitled to purchase
within such installment period, such Optionee's right to purchase
any Common Shares not purchased in such installment period shall
continue until the expiration or sooner termination of such NQSO.
The Committee may also accelerate the exercise of any NQSO.
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6. A Stock Option, or portion thereof, shall be exercised
by delivery of (i) a written notice of exercise to the Company
specifying the number of Common Shares to be purchased, and (ii)
payment of the full price of such Common Shares, as fully set
forth in paragraph 7 of this Article V. No NQSO or installment
thereof shall be reusable except with respect to whole shares,
and fractional share interests shall be disregarded. Not less
than 100 Common Shares may be purchased at one time unless the
number purchased is the total number at the time available for
purchase under the NQSO. Until the Common Shares represented by
an exercised NQSO are issued to an Optionee, he/she shall have
none of the rights of a shareholder.
7. The exercise price of a Stock Option, or portion
thereof, may be paid:
A. In United States dollars, in cash or by cashier's
check, certified check, bank draft or money order, payable
to the order of the Company in an amount equal to the option
price; or,
B. At the discretion of the Committee, through the
delivery of fully paid and nonassessable Common Shares, with
an aggregate fair market value (determined as the average of
the highest and lowest reported sales prices on the Common
Shares as of the date of exercise of the NQSO, as reported
by such responsible reporting service as the Committee may
select, or if there were not transactions in the Common
Shares on such day, then the last preceding day on which
transactions took place), as of the date of the NQSO
exercise equal to the option price, provided such tendered
shares, or any derivative security resulting in the issuance
of Common Shares, have been owned by the Optionee for at
least thirty (30) days prior to such exercise; or,
C. By a combination of both A and B above.
The Committee shall determine acceptable methods for
tendering Common Shares as payment upon exercise of a Stock
Option and may impose such limitations and prohibitions on the
use of Common Shares to exercise an NQSO as it deems appropriate.
8. With the Optionee's consent, the Committee may cancel
any Stock Option issued under this Plan and issue a new NQSO to
such Optionee.
9. Except by will, the laws of descent and distribution,
or with the written consent of the Committee, no right or
interest in any Stock Option granted under the Plan shall be
assignable or transferable, and no right or interest of any
Optionee shall be liable for, or subject to, any lien, obligation
or liability of the Optionee. Upon petition to, and thereafter
with the written consent of the Committee, an Optionee may assign
or transfer all or a portion of the Optionee's rights and
interest in any stock option granted hereunder. Stock Options
shall be exercisable during the Optionee's lifetime only by the
Optionee or assignees, or the duly appointed legal representative
of an incompetent Optionee, including following an assignment
consented to by the Committee herein.
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10. No NQSO shall be exercisable while there is outstanding
any other NQSO which was granted to the Optionee before the grant
of such option under the Plan or any other plan which gives the
right to the Optionee to purchase stock in the Company or in a
corporation which is a parent corporation (as defined in Section
425(e) of the Code) of the Company, or any predecessor
corporation of any of such corporations at the time of the grant.
An NQSO shall be treated as outstanding until it is either
exercised in full or expires by reason of lapse of time.
11. Any Optionee who disposes of Common Shares acquired on
the exercise of a NQSO by sale or exchange either (i) within two
years after the date of the grant of the NQSO under which the
stock was acquired, or (ii) within one year after the acquisition
of such Shares, shall notify the Company of such disposition and
of the amount realized upon such disposition. The transfer of
Common Shares may also be restricted by applicable provisions of
the Securities Act of 1933, as amended.
ARTICLE VI
Adjustments or Changes in Capitalization
1. In the event that the outstanding Common Shares of the
Company are hereafter changed into or exchanged for a different
number of kinds of shares or other securities of the Company by
reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
A. Prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number
and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have
the right to purchase such Common Shares as may be issued in
exchange for the Common Shares purchasable on exercise of
the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not
taken place;
B. Rights under unexercised Stock Options or portions
thereof granted prior to any such change, both as to the
number or kind of shares and the exercise price per share,
shall be adjusted appropriately, provided that such
adjustments shall be made without change in the total
exercise price applicable to the unexercised portion of such
NQSO's but by an adjustment in the price for each share
covered by such NQSO's; or,
C. Upon any dissolution or liquidation of the Company
or any merger or combination in which the Company is not a
surviving corporation, each outstanding Stock Option granted
hereunder shall terminate, but the Optionee shall have the
right, immediately prior to such dissolution, liquidation,
merger or combination, to exercise his/her NQSO in whole or
in part, to the extent that it shall not have been
exercised, without regard to any installment exercise
provisions in such NQSO.
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2. The foregoing adjustment and the manner of application
of the foregoing provisions shall be determined solely by the
Committee, whose determination as to what adjustments shall be
made and the extent thereof, shall be final, binding and
conclusive. No fractional Shares shall be issued under the Plan
on account of any such adjustments.
ARTICLE VII
Merger, Consolidation or Tender Offer
1. If the Company shall be a party to a binding agreement
to any merger, consolidation or reorganization or sale of
substantially all the assets of the Company, each outstanding
Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Shares of
the Company subject to the NQSO would be entitled to receive
pursuant to such merger, consolidation or reorganization or sale
of assets.
2. In the event that:
A. Any person other than the Company shall acquire
more than 20% of the Common Shares of the Company through a
tender offer, exchange offer or otherwise;
B. A change in the "control" of the Company occurs,
as such term is defined in Rule 405 under the Securities Act
of 1933;
C. There shall be a sale of all or substantially all
of the assets of the Company; any then outstanding Stock
Option held by an Optionee, who is deemed by the Committee
to be a statutory officer ("insider") for purposes of
Section 16 of the Securities Exchange Act of 1934 shall be
entitled to receive, subject to any action by the Committee
revoking such an entitlement as provided for below, in lieu
of exercise of such Stock Option, to the extent that it is
then exercisable, a cash payment in an amount equal to the
difference between the aggregate exercise price of such
NQSO, or portion thereof, and, (i) in the event of an offer
or similar event, the final offer price per share paid for
Common Shares, or such lower price as the Committee may
determine to conform an option to preserve its Stock Option
status, times the number of Common Shares covered by the
NQSO or portion thereof, or (ii) in the case of an event
covered by B or C above, the aggregate fair market value of
the Common Shares covered by the Stock Option, as determined
by the Committee at such time.
3. Any payment which the Company is required to make
pursuant to paragraph 2 of this Article VII, shall be made within
fifteen (15) business days, following the event which results in
the Optionee's right to such payment. In the event of a tender
offer in which fewer than all the shares which are validity
tendered in compliance with such offer are purchased or
exchanged, then only that portion of the shares covered by an
NQSO as results from multiplying such shares by a fraction, the
numerator of which is the number of Common Shares acquired
purchase to the offer and the denominator of which is the
<PAGE> 15
number of Common Shares tendered in compliance with such offer,
shall be used to determine the payment thereupon. To the extent
that all or any portion of a Stock Option shall be affected by
this provision, all or such portion of the NQSO shall be
terminated.
4. Notwithstanding paragraphs 1 and 3 of this Article VII,
the Company may, by unanimous vote and resolution, unilaterally
revoke the benefits of the above provisions; provided, however,
that such vote is taken no later than ten business days following
public announcement of the intent of an offer of the change of
control, whichever occurs earlier.
ARTICLE VIII
Amendment and Termination of Plan
1. The Board may at any time, and from time to time,
suspend or terminate the Plan in whole or in part or amend it
from time to time in such respects as the Board may deem
appropriate and in the best interest of the Company.
2. No amendment, suspension or termination of this Plan
shall, without the Optionee's consent, alter or impair any of the
rights or obligations under any Stock Option theretofore granted
to him/her under the Plan.
3. The Board may amend the Plan, subject to the
limitations cited above, in such manner as it deems necessary to
permit the granting of Stock Options meeting the requirements of
future amendments or issued regulations, if any, to the Code.
4. No NQSO may be granted during any suspension of the
Plan or after termination of the Plan.
ARTICLE IX
Government and Other Regulations
The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be
subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the
relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee
in its sole discretion shall deem necessary or advisable.
Specifically, in connection with the Securities Act of 1933, as
amended, upon exercise of any Stock Option, the Company shall not
be required to issue Common Shares unless the Committee has
received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an
opinion of counsel satisfactory to the Company has been received
by the Company to the effect that such registration is not
required. Any determination in this connection by the Committee
shall be final, binding and conclusive. The Company may, but
shall in no event be obligated to take any other affirmative
action in order to cause the exercise of a Stock Option or the
issuance of Common Shares purchased thereto to comply with any
law or regulation of any government authority.
<PAGE> 16
ARTICLE X
Miscellaneous Provisions
1. No person shall have any claim or right to be granted a
Stock Option under the Plan, and the grant of an NQSO under the
Plan shall not be construed as giving an Optionee the right to be
retained by the Company. Furthermore, the Company expressly
reserves the right at any time to terminate its relationship with
an Optionee with or without cause, free from any liability, or
any claim under the Plan, except as provided herein, in an option
agreement, or in any agreement between the Company and the
Optionee.
2. Any expenses of administering this Plan shall be borne
by the Company.
3. The payment received from Optionee from the exercise of
Stock Options under the Plan shall be used for the general
corporate purposes of the Company.
4. The place of administration of the Plan shall be in the
State of Florida and the validity, contraction, interpretation,
administration and effect of the Plan and its rules and
regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Florida.
5. Without amending the Plan, grants may be made to
persons who are foreign nationals or employed outside the United
States, or both, on such terms and conditions, consistent with
the Plan's purpose, different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable
to create equitable opportunities given differences in tax laws
in other countries.
6. In addition to such other rights of indemnification as
they may have as members of the Board or Committee, the members
of the Committee shall be indemnified by the Company against all
costs and expenses reasonably incurred by them in connection with
any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or
in connection with the Plan or any Stock Option granted
thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or
proceeding a Committee member shall in writing, give the Company
notice thereof and an opportunity, at its own expense, to handle
and defend the same before such Committee member undertakes to
handle and defend it on his/her own behalf.
<PAGE> 17
7. Stock Options may be granted under this Plan from time
to time, in substitution for stock options held by employees of
other corporations who are about to become employees of the
Company as the result of a merger or consolidation of the
employing corporation with the Company or the acquisition by the
Company of the assets of the employing corporation or the
acquisition by the Company of stock of the employing corporation
as a result of which it become a subsidiary of the Company. The
terms and conditions of such substitute stock options so granted
my vary from the terms and conditions set forth in this Plan to
such extent as the Board of Director of the Company at the time
of grant may deem appropriate to conform, in whole or in part, to
the provisions of the stock options in substitution for which
they are granted, but no such variations shall be such as to
affect the status of any such substitute stock options as a stock
option under Section 422A of the Code.
8. Notwithstanding anything to the contrary in the Plan,
if the Committee finds by a majority vote, after full
consideration of the facts presented on behalf of both the
Company the Optionee, that the Optionee has been engaged in
fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his/her association with the Company
or any subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of the
Company or any subsidiary corporation, the Optionee shall forfeit
all unexercised Stock Options and all exercised NQSO's under
which the Company has not yet delivered the certificates and
which have been earlier granted the Optionee by the Committee.
The decision of the Committee as to the case of an Optionee's
discharge and the damage done to the Company shall be final. No
decision of the Committee, however, shall affect the finality of
the discharge of such Optionee by the Company or any subsidiary
corporation in any manner. Further, if Optionee voluntarily
terminates employment with the Company, the Optionee shall
forfeit all unexercised stock options.
ARTICLE XI
Securities Regulations
The securities issued pursuant to this Plan are registered
on Form S-8.
ARTICLE XII
Written Agreement
Each Stock Option granted hereunder shall be embodied in a
written Stock Option Agreement which shall be subject to the
terms and conditions prescribed above and shall be signed by the
Optionee and by the President or any Vice President of the
Company, for and in the name and on behalf of the Company. Such
Stock Option Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.
<PAGE> 17
ARTICLE XIII
Effective Date
This Plan shall become unconditionally effective as of the
date of approval of the Plan by the Board of Directors of the
Company. No Stock Option may be granted later than ten (10)
years from the effective date of the Plan; provided, however,
that the Plan and all outstanding Stock Options shall remain in
effect until such NQSO's have expired or until such options are
canceled.
<PAGE> 19
Number of Shares: ________________ Date of Grant:
____________
NONQUALIFYING STOCK OPTION AGREEMENT
AGREEMENT made this _____ day of ______________, 20___,
between ___________________________ (the "Optionee"), and
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC., a Florida corporation
(the "Company").
1. Grant of Option. The Company, pursuant to the
provisions of the ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. 2000
Nonqualifying Stock Option Plan (the "2000 Plan"), set forth as
Attachment A hereto, hereby grants to the Optionee, subject to
the terms and conditions set forth or incorporated herein, an
Option to purchase from the Company all or any part of an
aggregate of _____________________.
Common Shares, as such Common Shares are now constituted, at
the purchase price of $_____________ per share. The provisions
of the 2000 Plan governing the terms and conditions of the Option
granted hereby are incorporated in full herein by reference.
2. Exercise. The Option evidenced hereby shall be
exercisable in whole or in part (but only in multiples of 100
Shares unless such exercise is as to the remaining balance of
this Option) on or after ___________________ and on or before
__________________________, provided that the cumulative number
of Common Shares as to which this Option may be exercised (except
as provided in paragraph 1 of Article VI of this 2000 Plan) shall
not exceed the following amounts:
Cumulative Number Prior to Date
of Shares (Not Inclusive of)
The Option evidenced hereby shall be exercisable by the delivery
to and receipt by the Company of (i) a written notice of election
to exercise, in the form set forth in Attachment B hereto,
specifying the number of shares to be purchased; (ii) accompanied
by payment of the full purchase price thereof in case or
certified check payable to the order of the Company, or by
fully-paid and nonassessable Common Shares of the Company
properly endorsed over to the Company, or by a combination
thereof; and, (iii) by return of this Stock Option Agreement for
endorsement of exercise by the Company on Schedule I hereof. In
the event fully paid and nonassessable Common Shares are
submitted as whole or partial payment for Shares to be purchased
hereunder, such Common Shares will be valued at their Fair Market
Value (as defined in the 2000 Plan) on the date such Shares are
received by the Company and applied to payment of the exercise
price.
3. Transferability. The Option evidenced hereby is NOT
assignable or transferable by the Optionee other than by the
Optionee's will, by the laws of descent and distribution, as
provided in paragraph 9 of Article V of the 2000 Plan. The
Option shall be exercisable only by the Optionee during his/her
lifetime.
<PAGE> 20
4. Securities Regulations. The securities issued pursuant
to this Plan are registered on Form S-8.
ENVIRONMENTAL SOLUTIONS WORLDWIDE,
INC.
BY: ________________________________
Adam Michael Oliver, President
ATTEST:
________________________
Secretary
Optionee hereby acknowledges receipt of a copy of the 2000
Plan, attached hereto and accepts this Option subject to each and
every term and provision of such Plan. Optionee hereby agrees to
accept as binding, conclusive and final, all decisions or
interpretations of the Compensation Committee of the Board of
Directors administering the 2000 Plan on any questions arising
under such Plan. Optionee recognizes that if Optionee's
employment with the Company or any subsidiary thereof shall be
terminated with cause, or by the Optionee, all of the Optionee's
rights hereunder shall thereupon terminate; and that, pursuant to
paragraph 10 of Article V of the 2000 Plan, this Option may not
be exercised while there is outstanding to Optionee any
unexercised Stock Option, granted to Optionee before the date of
grant of this Option, to purchase Common Shares of the Company or
any parent or subsidiary thereof.
Dated: ___________________
_________________________________
Optionee
_________________________________
Type or Print Name
_________________________________
Address
_________________________________
_________________________________
Social Security No.
<PAGE> 21
Attachment B
(Suggested form of letter to be used for notification of election
to exercise.)
Date:
Secretary,
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
Dear Sir/Madame:
In accordance with paragraph 2 of the Nonqualifying Stock
Option Agreement evidencing the Option granted to me on
_______________ under the ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
2000 Nonqualifying Stock Option Plan, I hereby elect to exercise
this Option to the extent of ____________________ Common Shares.
Enclosed are (i) Certificate(s) No.(s) ______________
representing fully-paid Common Shares of ENVIRONMENTAL SOLUTIONS
WORLDWIDE, INC. endorsed to the Company with signature
guaranteed, and/or a certified check payable to the order of
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. in the amount of
$______________ as the balance of the purchase price of
$______________ for the Shares which I have elected to purchase
and (ii) the original Stock Option Agreement for endorsement by
the Company as to exercise on Schedule I thereof. I acknowledge
that the Common Shares (if any) submitted as part payment for the
exercise price due hereunder will be valued by the Company at
their Fair Market Value (as defined in the 2000 Plan) on the date
this Option exercise is effected by the Company. In the event I
hereafter sell any Common Shares issued pursuant to this option
exercise within one year from the date of exercise or within two
years after the date of grant of this Option, I agree to notify
the Company promptly of the amount of taxable compensation
realized by me by reason of such sale for federal income tax
purposes.
When the certificate for Common Shares which I have elected
to purchase has been issued, please deliver it to me, along with
my endorsed Stock Option Agreement in the event there remains an
unexercised balance of Shares under the Option, at the following
address:
____________________________________________
____________________________________________
____________________________________________
____________________________________
Signature of Optionee
____________________________________
Type or Print Name
<PAGE> 22
Optionee _________________________ Date of Grant _____________
SCHEDULE I
Unexercised Issuing
Shares Payment Shares Officer
Date Purchased Received Remaining Initial
<PAGE> 23
EXHIBIT 23.1
Daren, Martenfeld, Carr, Testa and Company LLP
20 Eglinton Avenue West
Suite 2100
Toronto, Canada
M4R 1K8
(416) 480-0160
FAX (416) 480-2646
CONSENT OF CHARTERED ACCOUNTANTS
Board of Directors
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
Markham, Ontario
L3R 9W7
We consent to the use of our audit report dated March 13,
2000, on the financial statements of ENVIRONMENTAL SOLUTIONS
WORLDWIDE, INC. as of December 31, 1999 and 1998, for the filing
and attachment to the Form S-8.
/s/ Daren, Martenfeld, Carr, Testa
Signature of Accountants
Chartered Accountants
Toronto, Ontario Canada
May 18, 2000
<PAGE> 24
EXHIBIT 23.2
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
CONSENT
I HEREBY CONSENT to the inclusion of my name in connection
with the Form S-8 Registration Statement filed with the
Securities and Exchange Commission as attorney for the
registrant, ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
DATED this 18th day of May, 2000.
Yours truly,
/s/ Conrad C. Lysiak
Conrad C. Lysiak
