SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on July 7, 2008
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 2)
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Worldwater
and Solar Technologies Corp.
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(Name
of
Issuer)
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Common
Stock, Par Value $0.001 Per Share
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(Title
and Class of Securities)
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98155N106
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(CUSIP
Number)
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Keith
J. Kosco, Esq.
Chief
Legal Officer & Secretary
EMCORE
Corporation
10420
Research Road SE
Albuquerque,
NM 87123
(505)
332-5044
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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June
27, 2008
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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
(“Act”) or otherwise subject to the liabilities of that Section of the Act, but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 98155N106
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Schedule
13D
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1
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NAME OF
REPORTING PERSONS
EMCORE
Corporation
22-2746503
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2
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CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) ¨ (b)
ý
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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7
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SOLE
VOTING POWER
31,979,010
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
31,979,010
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,979,010
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12
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CHECK
BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ¨
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13
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%
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14
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TYPE
OF REPORTING PERSON*
CO
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*SEE
INSTRUCTIONS
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CUSIP
No.
98155N106 |
Schedule
13D |
Item
1. Security and Issuer.
This
Amendment No. 2 to the statement on Schedule 13D being filed by EMCORE
Corporation, a New Jersey corporation (“EMCORE”), amends Items 2, 5, 6 and 7 of
the statement on Schedule 13D originally filed with the Securities and Exchange
Commission on December 8, 2006 and amended by Amendment No. 1 filed on March
14,
2008, which relates to the shares of common stock, par value $0.001 per share
(the “Common Stock”), of WorldWater & Solar Technologies Corporation, a
Delaware Corporation (the “Issuer”). The principal executive offices
of the Issuer are located at 200 Ludlow Drive, Ewing Business Park, Ewing,
New
Jersey 08638.
Item
2. Identity and Background.
Item
2 is
hereby amended and restated in its entirety to read as follows:
This
Schedule 13D is being filed by EMCORE. EMCORE is a leading provider of compound
semiconductor-based components and subsystems for the broadband, fiber optic,
satellite and terrestrial solar power markets. EMCORE’s principal executive and
business office is located at 10420 Research Road SE, Albuquerque, New Mexico
87123.
The
name,
business address, citizenship, present principal occupation or employment,
and
the name and business address of any corporation or organization in which each
such employment is conducted, of each executive officer or director of EMCORE
is
set forth on Schedule A, which is incorporated by reference herein.
During
the past five years neither EMCORE nor, to the best of its knowledge, any of
the
other persons listed on Schedule A attached hereto, has been (i) convicted
in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding any violation with respect to such laws.
Item
5. Interest in Securities of the Issuer.
Item
5 is
hereby amended and restated in its entirety to read as follows:
(a) As
of the date hereof, by virtue of its ownership of 2,892,857 shares of Series
D
Convertible Preferred Stock of the Issuer (“Series D Stock”) and 305,044
warrants to purchase 305,044 shares of Series D Stock, EMCORE may be deemed
to
beneficially own a total of 31,979,010 shares of Common Stock representing
16.5%
of the shares of Common Stock (based on the number of shares of Common Stock
outstanding as of May 14, 2008 and after giving effect to the conversion of
all
of the Tranche A Shares remaining after the Transaction (as defined below)
and
the exercise of all of the Tranche A Warrants remaining after the
Transaction). Upon consummation of the Tranche B Closing (if such
closing is consummated), by virtue of its ownership of 4,523,810 shares of
Series D Stock and 468,139 warrants to purchase 468,139 shares of Series D
Stock, EMCORE will be deemed to beneficially own a total of 49,919,490 shares
of
Common Stock representing 25.8% of the shares of Common Stock (based on the
number of shares of Common Stock outstanding as of May 14, 2008 and after giving
effect to the conversion of all of the Tranche A Shares remaining after the
Transaction and the Tranche B Shares and the exercise of all of the Tranche
A
Warrants remaining after the Transaction and the Tranche B
Warrants).
(b) EMCORE
has the sole voting and dispositive power with respect to the 2,892,857 shares
of Series D Stock and 305,044 warrants to purchase 305,044 shares of Series
D
Stock held by it.
(c) Except
as described below, no transactions in the shares of Common Stock were effected
by EMCORE during the past 60 days.
Pursuant
to the terms of a Securities Purchase Agreement, between EMCORE and The Quercus
Trust, dated as of June 27, 2008 (the “Securities Purchase Agreement”), EMCORE
agreed to sell to The Quercus Trust, of which David Gelbaum is the trustee,
an
aggregate of 2,000,000 shares of Series D Stock and 200,000 warrants to purchase
200,000 shares of Series D Stock for an aggregate purchase price of $13,080,000
in a private transaction (the “Transaction”). The sale of the
securities will occur through two closings with one-half of the shares of Series
D Stock, the warrants to purchase Series D Stock and the aggregate purchase
price being delivered at each closing. The first closing occurred on
June 27, 2008 and, pursuant to the Securities Purchase Agreement, the second
closing will occur prior to July 31, 2008. The information
contained in this Amendment No. 2 to Schedule 13D regarding the beneficial
ownership by EMCORE gives effect to the full performance of the Securities
Purchase Agreement.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item
6 is
hereby amended to add the following:
The
information in Item 5(c) regarding the Securities Purchase Agreement, which
is
filed as Exhibit 6 to the Schedule 13D, is incorporated by reference into this
Item 6.
Item
7. Material to be Filed as Exhibits.
Item
7 is
hereby amended to add the following:
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Exhibit
Number
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Description
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6
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Securities
Purchase Agreement, between EMCORE Corporation and The Quercus Trust,
dated as of June 27, 2008 (filed as Exhibit 10.1 to this Schedule
13D/A as filed with the Securities and Exchange Commision on July 3,
2008.)
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CUSIP
No.
98155N106 |
Schedule
13D |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated: July
3, 2008
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EMCORE
CORPORATION
By: /s/
Keith J. Kosco, Esq.
Name: Keith
J. Kosco, Esq.
Title: Chief
Legal Officer & Secretary
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CUSIP
No.
98155N106 |
Schedule
13D |
SCHEDULE
A
EXECUTIVE
OFFICERS AND DIRECTORS OF EMCORE
The
following sets forth the name, business address, present principal occupation
or
employment and citizenship of each executive officer and director of EMCORE.
The
business address of EMCORE is 10420 Research Road SE, Albuquerque, New Mexico
87123. The business address of each such person is 10420 Research Road SE,
Albuquerque, New Mexico 87123. Unless otherwise indicated, each such person
is a
citizen of the United States of America. Unless otherwise indicated, each
occupation set forth beside an individual’s name refers to employment with
EMCORE.
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Name
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Principal
Occupation
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Name
and address of organization in which such occupation is
conducted
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Citizenship
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Reuben
F. Richards Jr.
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Executive
Chairman and Chairman of the Board
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Hong
Q. Hou, Ph.D.
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President,
Director and Chief Executive Officer
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Adam
Gushard
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Interim
Chief Financial Officer
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John
Iannelli, Ph.D.
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Chief
Technology Officer
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Keith
J. Kosco
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Secretary
and Chief Legal Officer
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Thomas
J. Russell, Ph.D.
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Chairman
Emeritus
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Robert
Bogomolny
(Director)
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President,
University of Baltimore
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University
of Baltimore, 1420 N. Charles St., Baltimore, MD 21201
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Charles
Scott
(Director)
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Chairman
of William Hill plc.
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William
Hill plc., Greenside House, 50 Station Road, Wood Green, London,
N22 7TP,
United Kingdom
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United
Kingdom
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John
Gillen
(Director)
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Partner,
Gillen and Johnson, P.A., Certified Public Accountants
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Gillen
and Johnson, P.A., 182 West High St, PO Box 477, Somerville, NJ
08876
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