SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on March 14, 2008
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
WORLDWATER
AND SOLAR TECHNOLOGIES CORP.
__________________________________________________________________________________
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
__________________________________________________________________________________
(Title
of Class of Securities)
98155N-10-6
________________________________________________________________________________
(CUSIP
Number)
Keith
J.
Kosco, Esq.
Chief
Legal Officer & Secretary
EMCORE
Corporation
10420
Research Road SE
Albuquerque,
NM 87123
(505)
332-5044
____________________________________________________________________
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March
4,
2008
_________________________________________________________________________
(Date
of Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7 for other parties
to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934,
as amended (the "Exchange Act") or otherwise subject to the liabilities of
that
section of the Exchange Act but shall be subject to all other provisions of
the
Exchange Act (however, see the Notes).
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
EMCORE
Corporation
22-2746503
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[X]
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3.
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SEC
USE ONLY
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4.
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Source
of Funds (See Instructions)
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
[ ]
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6.
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Citizenship
or Place of Organization
New
Jersey
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
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Sole
Voting Power
53,979,010
See Item 5
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
53,979,010
See Item 5
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
53,979,010
See Item 5
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
22.3% See
Item 5
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14.
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Type
of Reporting Person (See Instructions)
CO
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Item
1. Security and Issuer
This
Amendment No. 1 ("Amendment No. 1") is being filed by and on behalf of EMCORE
Corporation, a New Jersey Corporation ("EMCORE"), with respect to the common
stock ("Common Stock") par value $.001 of WorldWater & Solar Technologies
Corp., a Delaware Corporation (the "Issuer" or "WorldWater"), and it amends
the
statement of beneficial ownership on Schedule 13D (the "Initial 13D”) filed on
December 8, 2006. Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Initial 13D.
Item
4. Purpose of Transaction
Except
as
set forth herein, EMCORE does not have any plans or proposals which would relate
to or result in any of the actions described in subparagraphs (a) through (j)
of
Item 4 of Schedule 13D. In addition, the individuals who EMCORE has
appointed to the board of directors of the Issuer, may, in their capacities
as
such, propose that the board of directors of WorldWater consider one or more
of
such actions from time to time.
RECENT
DEVELOPMENTS
As
previously disclosed in the Initial 13D, EMCORE purchased securities of the
Issuer for investment purposes and intended to review and evaluate its
investment in the Issuer on a continuing basis. Depending on various
factors EMCORE further disclosed in the Initial 13D that in the future it may
take actions with respect to its investment in the Issuer permitted by law,
including any or all of the actions set forth in paragraphs (a) through (j)
of
Item 4 of Schedule 13D.
As
a
result of EMCORE's ongoing review and evaluation of the Issuer's prospects,
business and operations, EMCORE has begun to communicate and meet with the
Gelbaum Investors (as defined below), the Issuer's senior management and other
members of the Issuer's board of directors, and may engage in further
communications and meetings, with the Gelbaum Investors and the management,
board of directors and/or other shareholders of the Issuer. Such
communications and meetings may relate to operational, strategic, financial
or
governance matters, including the composition of the Issuer's board of directors
and management team and the taking of actions that EMCORE and/or the Gelbaum
Investors believe in their judgment will enhance shareholder value.
EMCORE
believes that the Issuer should re-examine its strategic direction and business
plans. Therefore, EMCORE intends to seek changes to the
Issuer's current senior management and board of directors. As part of
such effort, EMCORE and the Gelbaum Investors have, among other things, had
discussions in relation to changing the Issuer's senior management with one
another, with other members of the Issuer's board of directors and with Mr.
Quentin T. Kelly, the Issuer's chairman and chief executive
officer.
As
a
result of such discussions and in order to accomplish an orderly transition,
Mr.
Kelly has decided to retire from his position of chief executive officer of
the
Issuer effective March 20, 2008 or such later date as the Issuer's board of
directors appoints an interim successor chief executive officer. Mr.
Kelly, however, has in principle agreed to remain as the Issuer's
chairman. The Issuer's board of directors will be meeting on March
20, 2008 to, among other things, consider appointing an interim chief executive
officer.
The
Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (collectively, the
"Gelbaum Investors") are beneficial owners of securities of the
Issuer. EMCORE disclaims that a "group" (within the meaning of
Section 13D(3) of the Securities Exchange Act of 1934) has been formed or that
EMCORE has any beneficial ownership of the Issuer's securities beneficially
owned by the Gelbaum Investors.
TRANCHE
B CLOSING
The
Tranche B Closing, pursuant to which EMCORE would acquire additional securities
of the Issuer as detailed in the Initial 13D, has not been
consummated. However, the required governmental antitrust
approvals to consummate such closing have been obtained.
Item
5. Interest in Securities of the Issuer
a) By
virtue
of its ownership of 4,892,857 shares of Series D Stock and 505,044 Warrants
to
purchase 505,044 shares of Series D Stock, EMCORE may be deemed to beneficially
own a total of 53,979,010 shares of Common Stock representing 22.3%
of the shares of Common Stock (based on the number of shares of Common Stock
outstanding as of November 14, 2007 and after giving effect to the conversion
of
all of the Tranche A Shares and the exercise of all of the Tranche A
Warrants). Upon consummation of the Tranche B Closing (if such
closing is consummated), by virtue of its ownership of 6,523,910 shares of
Series D Stock and 668,139 Warrants to purchase 668,139 shares of Series D
Stock, EMCORE will be deemed to beneficially own a total of 71,920,490 shares
of
Common Stock representing 27.6% of the shares of Common Stock (based on the
number of shares of Common Stock outstanding as of November 14, 2007 and after
giving effect to the conversion of all of the Tranche A Shares and the Tranche
B
Shares and the exercise of all of the Tranche A Warrants and the Tranche B
Warrants).
b) EMCORE
has the sole voting and dispositive power with respect to the 4,892,857 shares
of Series D Stock and 505,044 Warrants held by it.
c) None
d) Not
applicable
e) Not
applicable
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See
Item
4
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SIGNATURE
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After
reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth herein
is true, complete and correct.
EMCORE
CORPORATION
By: /s/
Keith
Kosco
Name: Keith Kosco
Title: Chief Legal Officer &
Secretary
Dated:
March 14, 2008