Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 25, 2011
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
FLORIDA 000-30392 13-4172059
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(STATE OR OTHER JURISDICTION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION)
335 CONNIE CRESCENT, CONCORD, ONTARIO, CANADA L4K 5R2
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 695-4142
N/A
(Former name or former address, if changed since last report)
|_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 40.13e-4(c))
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.
Effective January 25, 2011 by written action and vote of Sedam Limited, Bengt
Odner, Black Family 1997 Trust, Leon D. Black, Leon D. Black Trust UAD 11/30/92
FBO Joshua Black, Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black, Leon D.
Black Trust UAD 11/30/92 FBO Alexander Black, Leon D. Black Trust UAD 11/30/92
FBO Victoria Black, John Hannan, Orchard Investments LLC and Richard Ressler
(the "Majority Shareholders") representing 66,134,887 shares of the Company's
common stock, a majority or 51.08% of the outstanding shares based upon the
Company's certified list of shareholders, pursuant to Title XXXVI, Chapter 607,
Section 607.0704 of the Florida Statutes and the Company's Bylaws, Article II
Section 5 of the Company's Bylaws was amended so that the Company shall have a
minimum of one (1) director but no more than eleven (11) directors. The
amendment to the Bylaws increases the maximum number of directors the Company is
permitted from seven (7) to eleven (11). Also by a vote of the Majority
Shareholders, each of the Company's existing directors: Nitin Amersey, Peter
Bloch, John Dunlap, III, Elbert O. Hand, David J. Johnson and Mark Yung were
re-elected as directors of the Company. Additionally, Benjamin Black, Joshua
Black, John Hannan, Zohar Loshitzer and John Suydam were elected by the Majority
Shareholders as members of the Board of Directors effective January 25, 2011. At
the present time Messrs Benjamin Black, Joshua Black, Hannan, Loshitzer, and
Suydam have not been nominated to serve on any of the Company's committees.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(d) See Item 5.01 above.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a) See Item 5.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
3.01 Text of amendment to the Company's Bylaws, Article II, Section 5.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
Date: January 27, 2011
By: /s/ David J. Johnson
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David J. Johnson Chief Executive
Officer and Presiden
