SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 4, 2009
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
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. 4)
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)
February
3, 2009
_________________________________________________________________________
(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.
1
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.
|
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)
WC
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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.
|
Sole
Voting Power
0
|
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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
0
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10.
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Shared
Dispositive Power
0
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13.
|
Percent
of Class Represented by Amount in Row (11)
0 %
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. 4 to the statement on Schedule 13D being filed by EMCORE
Corporation, a New Jersey corporation (“EMCORE”), amends Item 5 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,
Amendment No. 2 filed on July 3, 2008, and Amendment No. 3 filed on January 12,
2009, 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
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 0 shares of Series D
Convertible Preferred Stock of the Issuer (“Series D Stock”) and 0 warrants to
purchase Series D Stock, EMCORE may be deemed to beneficially own a total of 0
shares of Common Stock representing 0% of the shares of Common Stock (based on
the number of shares of Common Stock outstanding as of November 6,
2008.
(b) EMCORE
has the sole voting and dispositive power with respect to 0 shares of Series D
Stock and 0 warrants to purchase 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 October 3, 2008 (the “Securities Purchase Agreement”), EMCORE
agreed to sell to The Quercus Trust, of which David Gelbaum is the trustee, an
aggregate of 2,892,857 shares of Series D Stock and 305,044 warrants to purchase
305,044 shares of Series D Stock for an aggregate purchase price of $11,363,142
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
December 31, 2008 and, pursuant to the Securities Purchase Agreement, the second
closing occurred on January 16, 2009. The information contained in
this Amendment No. 4 to Schedule 13D regarding the beneficial ownership by
EMCORE reflects the consummation of the second closing under the Securities
Purchase Agreement in which EMCORE sold 1,446,428 shares of Series D Stock and
152,522 warrants to purchase Series D Stock.
(d) Not
applicable.
(e) Not
applicable.
4
SIGNATURE
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 J.
Kosco
Name: Keith
J. Kosco
Title: Chief
Legal Officer and Secretary
Dated:
February 3, 2009
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