Attached files
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| EX-99.1 - ENVIRONMENTAL SOLUTIONS WORLDWIDE INC | exhibitno99-1.htm |
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): April 18, 2013
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Florida |
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000-30392 |
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13-4172059 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
200 Progress Drive
Montgomeryville, PA 18936
(Address of principal executive offices)
Registrant’s telephone number, including area code: (905) 695-4142 and (215) 699-0730
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 18, 2013, Environmental Solutions Worldwide, Inc. (the “Company”), through a new wholly owned subsidiary, closed the transaction to acquire certain assets of Cleaire Advanced Emission Controls, LLC, a Delaware limited liability company (“Cleaire”).
Cleaire has been engaged in the design, development and manufacturing of retrofit emission control systems for diesel engines.
Previously, after the occurrence and continuation of certain events of default by Cleaire on its senior secured credit facility, Wells Fargo Bank, National Association (“Wells Fargo”), as the senior secured lender to Cleaire, filed a complaint with the Superior Court of the State of California in the County of San Diego - Central Division (the “Court”) for, among other items, (1) the possession of the Cleaire collateral, (2) the foreclosure of Wells Fargo’s security interest against the Cleaire assets, and (3) the appointment of a receiver. Pursuant to a prior order of the Court, a receiver was appointed and was authorized to take possession of, manage and control the personal property and the other assets of Cleaire and an additional sale order of the Court was required to consummate the transactions contemplated by the asset purchase agreement with the receiver.
Subject to the to the terms and conditions of the asset purchase agreement, the Company was selected as (and agreed to act as) the “stalking horse bidder” for the Cleaire assets and agreed to buy certain of Cleaire’s assets and to assume certain limited liabilities of Cleaire for a purchase price of $1.4 million plus a portion of gross profit realized on a certain purchase order. Each of the Company and the receiver made various customary representations, warranties and covenants in the asset purchase agreement.
Item 8.01 Other Events.
On April 24, 2013, the Company issued a press release. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated April 24, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. (Registrant) |
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Date: April 24, 2013 |
By: |
/s/ Praveen Nair |
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Praveen Nair Chief Financial Officer |