UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A (NO.1)
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 9, 2010
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective December 8, 2010 the Issuer (the "Company") completed the second
traunch of a unit offering. The unit offering is for up to $5 million. Each unit
is offered at a price of $0.40 and is comprised of one (1) share of the
Company's common stock and one (1) two year warrant exercisable for one (1)
share of common stock (the "Unit Offering" or "Offering"). Each warrant is
exercisable in the first year following issuance at an exercise price of $0.55
per share and thereafter if the warrant has not been exercised in the first year
the warrant may be exercisable in the second year following issuance for $0.65
per share (the "Warrant"). In connection with the second traunch under the
Offering, the Company received a gross amount before fees and expenses of
$300,000 and in turn is issuing a total of 750,000 restricted shares of its
common stock and a Warrant to acquire an additional 750,000 shares of common
stock to an accredited investor. The Company has received an aggregate gross
amount of $600,000 in the Unit Offering to date. The Offering provides for
favored nations for the investor in the event the Company undertakes an offering
at more favorable terms as well as registration rights whereby the Company will
use its best efforts to file a registration statement for the shares of common
stock and the shares of common stock underlying the Warrants within thirty (30)
days of the completion of the Offering.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
See Item 1.01 above.
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
Date: December 13, 2010
By: /s/ David J. Johnson
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David J. Johnson
Chief Executive Officer and
President
