PRELIMINARY COPY
FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE
COMMISSION ONLY
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities and Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
GOLDEN BEVERAGE COMPANY
(Name of Registrant As Specified In Charter)
GOLDEN BEVERAGE COMPANY
(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
<TABLE>
Title of each Per unit price or other
class of securities Aggregate number of underlying value of Proposed maximum
to which securities to which transaction computed pursuant aggregate value Amount of
transaction applies transaction applies to Exchange Act Rule 0-11 of transaction1 filing fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
</TABLE>
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
GOLDEN BEVERAGE COMPANY
117 Hopewell-Rocky Hill Road
Hopewell, New Jersey 08525
Information Statement
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
This Information Statement is being furnished to the holders of outstanding
shares of the Common Stock, $.001 par value, of Golden Beverage Company, a
Nevada Corporation ("Company") as of June 6, 1997 ("Record Date"), for the
purposes of approving a name change of the Company to WorldWater Corp.
The Board of Directors of the Company ("Board") has determined that the
name change is in the best interests of the shareholders of the Company and has
recommended that the shareholders approve, adopt and/or ratify such
transactions.
As of the record date the Company had outstanding approximately __________
shares of Common Stock. Each share of Common Stock is entitled to one vote per
share. Accordingly, as of the Record Date, the Company had outstanding
securities possessing an aggregate of _________ votes ("Votes"). In order to
approve and/or ratify the transactions identified in this Information Statement
an aggregate of _______ Votes are required. The Company has been advised by
certain shareholders ("Consenting Holders") representing approximately 52% of
the Votes that they will consent to the transactions described in this
Information Statement.
Although no further action is required by shareholders other than the
Consenting Holders in connection with the transactions discussed in this
Information Statement, this Information Statement is being mailed to the
shareholders of the Company pursuant to Rule 14c-2 of the Securities Exchange
Act of 1934, which rule requires the mailing of the information set forth in
this Information Statement to all of the Company's shareholders.
Questions and requests for assistance or additional copies of documents
referred to in this Information Statement and previously mailed to holders of
shares should be directed to the Company at its address set forth at the top of
this Information Statement. This Information Statement was mailed by certified
mail on the date set forth below.
June __, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). The Company's reports, proxy statements and
other information, can be inspected and copied at the public reference room of
the Commission at 450 Fifth Street N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained from the public reference
section of the Commission at its Washington address at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy of
this Information Statement is delivered upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein
(including exhibits to such documents). Requests should be directed to:
WorldWater Corp., 117 Hopewell-Rocky Hill Road, Hopewell, New Jersey 08525. The
Company's Annual Report on Form 10-K for the year ended December 31, 1996, as
amended, (without exhibits) is being delivered to shareholders simultaneously
with this Information Statement.
The following documents filed with the Commission by the Company are hereby
incorporated by reference into this Information Statement:
(1) The Company's Annual Report on Form 10-K, as most recently
amended, for the fiscal year ended December 31, 1996; and
(2) The Company's Information Statement pursuant to Section 14(f) of
the Exchange Act as filed with the Commission on March 19, 1997.
(3) The Company's Current Report on Form 8-K, as amended, as filed
with the Commission on April 15, 1997.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies, supersedes or replaces
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
2
<PAGE>
ITEM 1. APPROVAL OF THE AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION
Background
The Company's Board of Directors has unanimously authorized, and recommends
that the shareholders approve and adopt, an amendment to the Company's
Certificate of Incorporation changing the Company's name to WorldWater Corp. If
the Shareholders approve the name change, an amendment to the Certificate of
Incorporation will be filed with the Department of State of the State of Nevada.
Reasons for the Name Change
The primary reason for the name change is to reflect the Company's recent
acquisition of 80% of WorldWater, Inc.
No Right of Appraisal
Under the Business Corporation Law of Nevada, the state in which the
Company is incorporated, the Amendment to the Articles of Incorporation
effecting the name change does not require the Company to provide dissenting
shareholders with the right of appraisal and the company will not provide
shareholders with such right.
Recommendation of the Board
The Board of Directors of the Company has unanimously voted in favor of the
name change and corresponding amendment to the certificate of incorporation and
recommends to the shareholders of the Company that they approve the name change
and the filing of the Amendment.
3
<PAGE>
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth, as of May 12, 1997, the record and
beneficial ownership of Common Stock of the Company by each officer and
director, all officers and directors as a group, and each person known to the
Company to own beneficially or of record five percent or more of the outstanding
shares of the Company:
Shares
Officers, Directors and Beneficially Percent of Shares
Principal Stockholders Owned Beneficially Owned (1)
Quentin T. Kelly 2,500,000 25.6%
Joseph Cygler 250,000 2.6%
Peter I. Ferguson 160,000 1.6%
Thomas Leyden 62,000(2) *
W.B. Newberry 656,785(3) 6.4%
Dr. Martin Beyer 43,000 *
Dr. Russell Sturzebecker 24,141 *
Royal Capital 1,860,000 19.0%
75 Claremont Rd.
Bernardsville, NJ 07924
All directors, 3,695,926 35.6%
executive officers
as a group (6 persons)
*Less than 1%
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares of Common Stock which such person has
the right to acquire within 60 days of May 12, 1997. For purposes of
computing the percentage of outstanding shares of Common Stock held by each
person or group of persons named above, any security which such person or
persons has or have the right to acquire within such date is deemed to be
outstanding but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person. Except as indicated
in the footnotes to this table and pursuant to applicable community
property laws, the Company believes based on information supplied by such
persons, that the persons named in this table have sole voting and
investment power with respect to all shares of Common Stock which they
beneficially own.
(2) Represents (i) 40,000 shares of Common Stock underlying a convertible note;
and (ii) 22,000 shares of Common Stock underlying a convertible debenture.
4
<PAGE>
(3) Includes (i) 520,833 shares of Common Stock underlying a convertible
debenture; and (ii) 25,000 shares of Common Stock held by the W.B. Newberry
Trust, of which Mr. Newberry is Trustee.
CHANGE IN CONTROL
On April 7, 1997, the Company consummated a reverse acquisition of
WorldWater, Inc., a Delaware corporation ("WWI"), pursuant to an Acquisition
Agreement ("Agreement") by and among the Company, the principal shareholders and
executive officers of the Company, WWI, and certain shareholders of WWI
("Sellers"), whereby the Company acquired 80% of the issued and outstanding
capital stock of WWI in exchange for 8,141,126 post 1:1,240.597 reverse split
shares (approximately 87.8% of the outstanding post-reverse shares of the
Registrant) of the Company's Common Stock. Pursuant to the Agreement, the
following sets forth the names of the officers and directors of the Company who
resigned upon consummation of the acquisition and the newly appointed officers
and directors from WWI that replaced them.
Company officers and directors who resigned:
1. Shiou Yung Wang - President, Chief Financial Officer and Director
2. Dino Keller - Secretary and Director
3. John Sorenson - Vice President and Director
Newly appointed officers and directors:
1. Quentin T. Kelly - President, Chief Executive Officer and Director
2. Joseph Cygler - Executive Vice President and Director
3. Peter I. Ferguson - Vice President
4. Thomas Leyden - Vice President - Marketing
5. W.B. Newberry - Director
6. Dr. Martin Beyer - Director
7. Dr. Russell Sturzebecker
OTHER MATTERS
The Board of Directors knows of no other matter other than those described
in their Information Statement which have been acted upon by virtue of the
Written Consents.
By Order of the Board of Directors
/s/ Quentin T. Kelly
----------------------------------------
Quentin T. Kelly, President
5
