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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Florida n/a
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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250 Shields Court
Suite 3
Markham, Ontario Canada
L3R9W7
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Environmental Solutions Worldwide, Inc. Consultant Warrant Agreement
(FULL TITLE OF THE PLAN)
Mark Nicole, Chief Executive Officer
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
250 Shields Court
Suite 3
Markham, Ontario
Canada L3R 9W7
(NAME AND ADDRESS 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
(905) 947-9923
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
CONSULTANT WARRANT AGREEMENT
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Title of Amount
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee (2)
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Common Stock
($0.001 Par Value) 50,000 Shares(1) $1.50 $75,000 $19.80
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(1) Represents an aggregate of 50,000 shares of Common Stock authorized for
issuance by the Company to Raymond L. Moss and David L. Mogel pursuant to
Warrant Agreements (the "Warrant Agreements"), as described in the Prospectus.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, computed on the
basis of $1.50 per share, representing the price at which the securities may be
acquired pursuant to the Warrant Agreement. The last sale for the Common Stock
as reported on the OTC Bulletin Board on October 20, 2000 was $1.5625 per share.
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Plan Information
This registration statement relates to the offer and sale of common
stock, $0.001 per share (the "Common Stock"), of Environmental Solutions
Worldwide, Inc. (the "Company") to Raymond L. Moss and David L. Mogel (the
"Consultants"). The Consultants are members of or independent consultants to the
law firm of Sims Moss Kline & Davis LLP, the Company's outside counsel from
August 1999 through March 2000, and the Common Stock being registered hereunder
represent payment by the Company to the Consultants for a portion of the legal
fees incurred by the Company for legal services from August 1999 through
November, 1999. In connection therewith, the Consultants are being offered the
opportunity to purchase up to 50,000 shares of Common Stock of the Company
pursuant to the Warrant Agreements dated as of December 31, 1999 (the "Warrant
Agreements"). This summary should be read in connection with the Warrant
Agreements, a form of which is included as an exhibit hereto.
Item 2. Registrant Information and Employee Plan Information
The Consultants have been provided with copies of the documents
incorporated herein by reference in Part II, Item 3, and have been advised by
the Company that such documents will be available to the Consultants without
charge upon their request to the Company's offices at 250 Shields Court, Suite
3, Markham, Ontario Canada, L3R9W7; telephone number (905) 947-9923.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company's Registration Statement on Form 10 (the "Form 10") filed
by the Company with the Securities and Exchange Commission (SEC File # 0-30392),
and Amendment No. 1 thereto,
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is incorporated herein by reference. All other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the effective date of the Form 10, including
the Annual Report on Form 10-K filed with the Commission on March 30, 2000 (the
"10-K"), are incorporated herein by reference. All other reports or documents
filed by the Company pursuant to the requirements of Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports or documents. Any statements
contained in a document incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The financial statements of Environmental Solutions Worldwide, Inc. as
of December 31, 1999 and December 31, 1998, have been incorporated in this
Registration Statement by reference in reliance upon the report, also
incorporated in this Registration Statement by reference, of Daren, Martenfeld,
Carr, Testa and Company LLP, Chartered Accountants, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
The description of the Company's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the Form 10,
and is incorporated herein by reference, including any subsequent amendments or
reports filed for the purpose of updating that description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
From August 1999 through March 2000, the Consultants acted as legal
counsel to the Company. The shares of Common Stock subject to issuance pursuant
to the Warrant Agreement are being issued by the Company as partial payment for
outstanding legal fees owed to the Consultant for legal services rendered to the
Company from August 1999 through November 1999.
Item 6. Indemnification of Directors and Officers
In accordance with the Florida Corporation Act, the Company's Articles
of Incorporation 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 by-law
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 Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index.
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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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the registration statement;
(iii) 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; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8, or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of Securities Exchange Act of 1934 that are incorporated by reference 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.
(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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 9th day of October 2000.
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ENVIRONMENTAL SOLUTIONS
WORLDWIDE, INC.
By: /s/ Bengt George Odner
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Bengt George Odner, Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of October 9, 2000, by the
following persons in the capacities indicated.
By: /s/ Bengt George Odner
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Bengt George Odner
Director and Chairman of the Board
By: /s/ Mark Nicole
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Mark Nicole
Director and Chief Executive Officer
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration
Statement:
Exhibit 4.1 Form of Consultant Warrant Agreement
Exhibit 5.1 Opinion of Sims Moss Kline & Davis
Exhibit 23.1 Consent of Daren, Martenfeld, Carr, Testa and Company LLP
Exhibit 23.2 Consent of Sims Moss Kline & Davis (contained in Exhibit 5.1)
