As filed with the Securities and Exchange Commission on January 21, 2000
Registration No.: -_________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WORLDWATER CORP. (formerly known as, WORLDWATER, INC.)
(Exact name of registrant as specified in its charter)
Nevada 33 - 0123045
(State of Incorporation (IRS Employer Identification No.)
or Organization)
Pennington Business Park
55 Route 31 South
Pennington, New Jersey 08534
(Address of Principal Executive Offices) (Zip Code)
WORLDWATER, INC. 1996 INCENTIVE STOCK OPTION PLAN
(Full name of the Plan)
-----------
Copy to:
Quentin T. Kelly Stephen A. Salvo
Chairman and Chief Executive Officer Salvo, Russell and Fichter
WorldWater Corp. 1767 Sentry Parkway West
Pennington Business Park Suite 210
55 Route 31 South Blue Bell, Pennsylvania 19422
Pennington, New Jersey 08534 Telephone: (215) 653-0110
Telephone: (609) 818-0700
- ------------------------------------ -------------------------------
Corporate Advisory Service, Inc.
251 Jeanell Drive, Suite 3
Carson City, Nevada 89703
(Name and Address of Agent for Service Process)
<PAGE>
Approximate date of proposed commencement of sales pursuant to the Plans:
Upon effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 780,000 $.48 $374,400.00 $104.08
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of $.48 per share. The proposed maximum
offering price per share of $.48 was calculated based on the average of the bid
and asked prices of the shares of the Registrant as reported on the
over-the-counter market on January 13, 2000.
- 2 -
<PAGE>
PROSPECTUS
WORLDWATER CORPORATION (formerly known as, WORLDWATER, INC.)
(the "Company")
780,000 Shares of Common Stock, $.001 par value,
offered pursuant to the Company's
1996 Incentive Stock Option Plan (the "Plan")
The Company is offering or may offer a maximum of 780,000 shares (subject to
adjustment in certain circumstances) of its Common Stock, $.001 par value (the
"Common Stock"), to officers, employees, directors, consultants and
representatives (collectively, "Employees") of the Company who have been or may
be in the future granted options to purchase such shares pursuant to the Plan.
Such offers are or will be made at the prices and on the terms and conditions
contained in the respective stock option agreements entered into or to be
entered into with each optionee (the "Agreements").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 14, 2000
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offering
made by this Prospectus; and any information or representations not contained
herein must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the securities to which this Prospectus relates in any jurisdiction in which
it is unlawful to make such an offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Company
since the date hereof.
- 3 -
<PAGE>
TABLE OF CONTENTS
Page
Additional Information 4
Incorporation by Reference 4
The Company 5
The Plan 5
Description of the Company's Common Stock 8
Experts 9
Legal Opinion 9
ADDITIONAL INFORMATION
The Company has filed with the Commission, Washington, D.C., a Registration
Statement on Form S-8 under the 1933 Act relating to the shares of Common Stock
offered hereby. For further information, reference is made to the Registration
Statement, including the Exhibits filed as part thereof. Statements contained in
this Prospectus as to the provisions of the Plan and the Agreements are not
complete and in each instance reference is made to the Plan and the Agreements.
The Company is subject to informational requirements under Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Commission. Reports and
other information concerning the Company can be inspected without charge and
copied upon payment of prescribed rates at the public reference facilities
maintained by the Commission at its offices at 450 Fifth Street, N.W.,
Washington, D.C. 20549; as well as at the regional offices of the Commission
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, 13th Floor, New York, NY 10048.
Additional updating information with respect to the securities and Plan
described herein may be provided in the future to Plan participants by means of
appendices to the Prospectus.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof:
1. The Company's Quarterly Report or Form 10-QSB for the quarter ended
September 30, 1999.
2. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1998.
3. The Company's Proxy Statement dated May 13, 1999 for the Annual Meeting
of Shareholders held on June 16, 1999.
- 4 -
<PAGE>
Documents filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14, and 15(d) of the 1934 Act subsequent to the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates that all
the securities offered by this Prospectus have been sold or which deregisters
all of the securities remaining unsold shall be deemed to be incorporated by
reference into this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other document
which also is incorporated herein by reference modifies or replaces such
statement. Any such statement as modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.
The Company has delivered or caused to be delivered with this Prospectus to each
employee to whom this Prospectus is sent or given a copy of the Company's annual
report to shareholders for its last fiscal year, unless such employee otherwise
has received a copy of such report, in which case the Company will promptly
furnish without charge a copy of such report upon the written request of the
employee.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY AND ALL INFORMATION THAT HAS BEEN INCORPORATED BY REFERENCE IN THIS
PROSPECTUS (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY
REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
HEREIN). SUCH REQUESTS SHOULD BE DIRECTED TO JOHN PELL, PRESIDENT, WORLDWATER
CORPORATION, PENNINGTON BUSINESS PARK, 55 ROUTE 31 SOUTH, PENNINGTON, NEW JERSEY
08534.
INFORMATION REQUIRED IN THE PROSPECTUS
THE COMPANY
The Company was incorporated in the state of Nevada on April 3, 1985 under the
name Golden Beverage Company. In April 1997, the Company entered into a reverse
merger transaction with WorldWater, Inc., a Delaware corporation formed in
January 1984. Since the merger transaction, the Company, under the name of
WorldWater Corp., has been engaged exclusively in the solar/water power
industry. The Company's common stock is publicly traded on the OTC Bulletin
Board under the symbol WWAT. The Company's principal executive office is located
at Pennington Business Park, 55 Route 31 South, Pennington, New Jersey 08534.
Its telephone number is (609) 818-0700.
THE PLAN
- 5 -
<PAGE>
Adoption and Adjustment; Termination
On December 31, 1996, the Board of Directors of the Company (the "Board")
unanimously adopted the Plan, subject to the approval of the shareholders of the
Company.
The Board created the following two categories of individuals to receive
Incentive Stock Options (the "Options"): (i) employees who have qualified for
common stock shares as part of their current or future compensation and
employees who have outstanding loans to the Company or who have deferred
salaries due from the Company; and (ii) Board members or consultants who have
outstanding matured loans to the Company or deferred consulting income due from
the Company as of December 31, 1996. Persons in groups (i) and (ii) above are
referred to collectively as "Employees".
As of the date of this Prospectus, options to purchase 772,885 shares of Common
Stock are outstanding under the Plan.
Nature and Purpose of the Plan
Subject to certain limitations, the Plan authorizes the grant of options to
purchase shares of Common Stock to Employees.
The purposes of the Plan are to provide Employees of the Company with shares of
Common Stock as part of their compensation and to compensate certain employees
and consultants who have outstanding loans to the Company or who have deferred
salaries due from the Company.
Administration
The Plan is administered by the full Board pursuant to individual agreements
with each Employee (the "Agreement(s)").
Members of the Board are elected for a one (1) year term by the shareholders and
are subject to removal in accordance with the Articles of Organization and
By-Laws of the Company.
- 6 -
<PAGE>
Eligibility and Extent of Participation
Options granted under the Plan may be granted, at the discretion of the Board,
to officers, employees, directors, consultants and representatives of the
Company.
Shares Subject to the Plan
The Plan authorizes the grant of Options covering no more than 780,000 shares of
Common Stock (subject to further adjustment in certain circumstances).
Option Price
The purchase price of the shares subject to Options under the Plan shall be as
established in each of the Agreements, as amended by the Board on January 4,
1999.
Option Periods
Options granted under the Plan may be exercised during the period set forth in
the Agreements.
Sale of Shares
Generally, members of the Board are considered Affiliates of the Company, and,
as such, may not resell such shares under this Prospectus; they may resell only
under a Prospectus that is part of an appropriate effective registration
statement under the 1933 Act, or in compliance with Rule 144 of the Rules and
Regulations of the Commission promulgated under the 1933 Act, or otherwise
pursuant to an available exemption from registration.
General
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended and adjusted.
Taxation
The Plan is not qualified under Section 401 of the Internal Revenue Code (the
"Code"). The following discussion of the federal income tax consequences of the
granting and exercise of Options is based on an analysis of the Code as in
effect on the date of this Prospectus and the rulings and regulations published
thereunder before such date. The rules contained in the applicable provisions of
the Code and the regulations and rulings thereunder are quite technical, so the
description of federal tax consequences set forth herein is necessarily general
in nature and does not purport to be complete. Optionees may also be subject to
state or local income tax consequences in the jurisdictions in which they work
or reside. Optionees should not rely upon
- 7 -
<PAGE>
this discussion for advice regarding their individual situations and are advised
to seek professional individual counsel.
Optionees do not realize income at the time of grant of an Option. Recognition
of such income is postponed until the optionee exercises the Option. The amount
of income recognized will generally be equal to the difference between fair
market value of the shares on the date of exercise and the fair market value of
the shares on the date of grant of the Option.
The Company is entitled to a deduction for federal income tax purposes only to
the extent that ordinary income is realized by the optionee upon exercise of the
Option.
DESCRIPTION OF THE COMPANY'S COMMON STOCK
The Company is authorized to issue up to 50,000,000 shares of Common Stock,
$.001 par value. As of October 20, 1999, there were 26,535,582 shares of Common
Stock outstanding.
Dividend Rights
Holders of the Common Stock are entitled to receive such dividends as are
declared by the Board out of funds legally available therefor.
Voting Rights
Holders of the Common Stock are entitled to one vote for each share of stock
held by them. The shares of Common Stock do not have cumulative voting rights.
This means that the holders of more than 50% of the shares of Common Stock
voting for the election of directors can elect 100% of the class of directors
standing for election at any meeting if they choose to do so, and in such event,
the holders of the remaining shares voting for the election of directors will
not be able to elect any person or persons to the Board of Directors of the
Company at the meeting.
Pre-emptive Rights
The holders of the Common Stock have no pre-emptive rights.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the affairs of the
Company, after payment to the holders of any shares of preferred stock then
issued and outstanding of the amounts to which they are entitled, the holders of
Common Stock will be entitled to receive pro rata any assets distributable to
shareholders with respect to shares held by them.
- 8 -
<PAGE>
Election of Directors
Each Director serves for a one (1) year term ending on the date of each annual
meeting of stockholders following the annual meeting at which such Director was
elected, or, if the Director was not elected at an annual meeting, until the end
of the one (1) year term to which he was elected, and, in each case, until his
successor is duly elected and qualified or until his earlier resignation,
removal from office or death.
Other Matters
The Common Stock has no conversion rights, and is not subject to any redemption
or sinking fund provisions or any further calls or assessments. The shares of
Common Stock currently outstanding are, and the shares of Common Stock to be
issued pursuant to the Plan will be, fully paid and non-assessable.
The Company's Articles of Organization impose certain limitations on the ability
of the Company and its shareholders to recover monetary damages from the
Company's Directors and Officers for breach of fiduciary duty by such Directors
or Officers in their capacity as Director or Officer. Directors and Officers of
the Company continue to have liability to the Company and its shareholders for
monetary damages for any breach of fiduciary duty involving (i) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
the law or (ii) in the case of Directors, the payment of dividends in violation
of Section 78.300 of the Nevada Revised Statutes.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1998 and
for each of the prior three year periods ending December 31 are incorporated by
reference herein.
LEGAL OPINION
Salvo, Russell and Fichter, counsel for the Company, will give its opinion as to
the legality of the Common Stock being offered hereby, indicating that when
sold, the Common Stock will be legally issued, fully paid and nonassessable.
- 9 -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
WorldWater Corp. (formerly known as, WorldWater, Inc.) (the "Company")
will furnish shareholders with annual reports containing audited financial
statements. Quarterly reports containing unaudited financial statements are
available upon written request. Copies of the annual reports, and any other
communications sent to the Company's shareholders generally, also will be
furnished to all employees eligible to participate in the Plans.
The Company hereby incorporates herein by reference the following
documents filed by the Company with the Commission:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1998,
filed pursuant to Section 13 of the 1934 Act; and
(2) All other reports filed pursuant to Section 13(a) or 15 (d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998.
<PAGE>
All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment which indicates that all the
Company's Common Stock offered hereby has been sold or which deregisters such
Company Common Stock then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing such
documents. 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 Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Nevada Stock Corporation Act (the "Nevada Act") permits a corporation
with shareholder approval to indemnify its officers and directors against
liability incurred in all proceedings, including derivative proceedings, arising
out of their service to the corporation as long as they have not engaged in
willful misconduct or a knowing violation of a criminal law. The Registrant's
Articles of Incorporation require the Registrant to indemnify its directors, and
permit it to indemnify officers, in all such proceedings if they have not
violated this standard of conduct.
The Nevada Act places a limit on the liability of a director or officer in
derivative and shareholder proceedings equal to the lesser of: (i) the amount
specified in the corporation's articles of incorporation or shareholder-approved
bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of cash
compensation received by the officer or director. The limit does not apply in
the event the director or officer has engaged in willful misconduct or a knowing
violation of a criminal law or a federal or state securities law. The effect of
the Company's Articles of Incorporation, together with the Nevada Act, is
accordingly to limit liability of directors and officers for money damages to
one dollar in shareholder and derivative proceedings, as long as the required
standard of conduct is met.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
An index of Exhibits appears at page II-5 hereof.
Item 9. Undertakings.
(1) The undersigned hereby undertakes:
1. To file, during any period in which it offers or sells
securities, a post-effective amendment to the registration
statement:
(1) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the registration statement; and
(iii) to include any additional or changed information on the
plan of distribution.
Provided, however, that paragraphs (a) (i) and (a) (ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
2. That, for the purpose of determining liability under the
Securities Act of 1933, each post-effective amendment
shall be treated as a new registration statement
relating to the securities offered, and the offering of
the securities at that time shall be deemed to be the
initial bona fide offering thereof; and
c. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Pennington Township, New Jersey, on January 19, 2000.
WORLDWATER CORP. (formerly known as, WORLDWATER, INC.)
Pennington, New Jersey
By:
/s/ Quentin T. Kelly
- --------------------
Quentin T. Kelly
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
Chairman and Chief Executive Officer January 19, 2000
(Principal Executive Officer), Treasurer
and Director
/s/ Quentin T. Kelly
- ---------------------------- Quentin T. Kelly
President and Chief Operating January 19, 2000
Officer
/s/ John A. Pell
- ---------------------------- John A. Pell
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Secretary January 19, 2000
/s/ Stephen A. Salvo
- ---------------------------- Stephen A. Salvo
Director January 19, 2000
/s/ Joseph Cygler
- ---------------------------- Joseph Cygler
Director January 19, 2000
/s/ Martin Beyer
- ---------------------------- Martin Beyer
Director January 19, 2000
/s/ Russell Sturzebecker
- ---------------------------- Russell Sturzebecker
Director January 19, 2000
/s/ Rolf Hafeli
- ---------------------------- Rolf Hafeli
Director January 19, 2000
/s/ Davinder Sethi
- ---------------------------- Davinder Sethi
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Description
- ------------- -------------------
3.(i) Articles of Incorporation; Incorporated by reference
from the Registration Statement on Form S-18, No.
333-24693, filed with the Commission by the Company's
predecessor on March 12, 1987
3.(ii) Amended and Restated By-laws
5 Opinion of Salvo, Russell and Fichter, with respect to
the validity of the Common Stock, filed herewith.
23.1 Consent of DeAngelis & Higgins, Independent Public
Accountants dated January 18, 2000, filed herewith.
23.2 Consent of Salvo, Russell and Fichter, contained in
their opinion filed as Exhibit 5 hereto.
Exhibit 5
[Salvo, Russell and Fichter Letterhead]
January 17, 2000
Board of Directors
WorldWater Corp.
Pennington Business Park
55 Route 31 South
Pennington, New Jersey 08534
Re: WorldWater, Inc. 1996 Employee Benefit Plans
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken and
proposed to be taken by WorldWater Corp., a Nevada corporation (formerly known
as, WorldWater, Inc.) ("WorldWater"), with respect to the WorldWater, Inc. 1996
Incentive Stock Option Plan (the "Plan"). As counsel to WorldWater, we have
reviewed the registration statement on Form S-8 (the "Registration Statement")
to be filed by WorldWater on or about January 20, 2000, with the Securities and
Exchange Commission to effect the registration of 780,000 shares of common stock
of WorldWater under the Securities Act of 1933, as amended (the "Act") for
issuance under the Plans.
In this regard, we have examined the Articles of Incorporation and Bylaws
of WorldWater, records of proceedings of the Board of Directors of WorldWater,
the Plans and such other records and documents as we have deemed necessary or
advisable in connection with the opinions set forth herein.
In addition, we have relied, as to certain matters, on information
obtained from public officials, officers of WorldWater and other sources
believed by us to be reliable.
Based upon our examination and inquiries, we are of the opinion that the
shares which constitute original issuance securities will, when issued pursuant
to the terms and conditions of the Plans, be validly issued, fully paid and
nonassessable. The foregoing opinion is limited to the laws of the State of
Nevada and we express no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Salvo, Russell and Fichter
------------------------------
Salvo, Russell and Fichter
Exhibit 23.1
[Letterhead of DeAngelis & Higgins]
The Board of Directors
WorldWater Corp.
Pennington Business Park
55 Route 31 South
Pennington, New Jersey 08534
We consent to the use of our report included in the Annual Report on Form 10-KSB
for the year ended December 31, 1999 incorporated herein by reference.
/s/ DeAngelis & Higgins
-------------------------------
DeAngelis & Higgins, L.L.C.
Cranbury, New Jersey
January 18, 2000
