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
-----------
WORLDWATER CORP.
(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 CORP. 1999 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 2,000,000 $.48 $960,000 $266.88
</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.
<PAGE>
PROSPECTUS
WORLDWATER CORP.
(the "Company")
2,000,000 Shares of Common Stock, $.001 par value,
offered pursuant to the Company's
1999 Incentive Stock Option Plan (the "Plan")
The Company is offering or may offer a maximum of 2,000,000 shares (subject to
adjustment in certain circumstances) of its Common Stock, $.001 par value (the
"Common Stock"), to officers or other key employees of the Company, directors
and consultants who, in the opinion of a Committee of members of the Board of
Directors, can contribute significantly to the growth and profitability of the
Company ("Key Employees"). 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 19, 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.
<PAGE>
TABLE OF CONTENTS
Page
Additional Information 2
Incorporation by Reference 2
The Company 3
The Plan 4
Description of the Company's Common Stock 7
Experts 8
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
<PAGE>
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.
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
3
<PAGE>
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
Adoption and Adjustment; Termination
In April 1999, the Board of Directors of the Company (the "Board") unanimously
adopted the Plan, subject to the approval of the shareholders of the Company,
which approval was obtained at the Annual Meeting of Shareholders on June 16,
1999.
In accordance with the terms of the Plan, at any time and from time to time, the
Board may terminate, amend, or modify the Plan. Such amendment or modification
may be without shareholder approval except to the extent that such approval is
required by the Internal Revenue Code of 1986, as amended (the "Code"), pursuant
to the rules under Section 16 of the Exchange Act, by any national securities
exchange or system on which the Stock is then listed or reported, by any
regulatory body having jurisdiction with respect thereto or under any other
applicable laws, rules or regulations. No amendment, suspension or termination
of the Plan shall, without the optionee's consent, alter or impair any rights or
obligations under any Agreement previously entered into under the Plan. The Plan
shall terminate ten (10) years after the date the Plan is adopted by the Board
or approved by the shareholders of the Company, whichever is earlier, unless
previously terminated.
As of the date of this Prospectus, there are no outstanding options to purchase
shares of Common Stock under the Plan.
Nature and Purpose of the Plan
Subject to certain limitations, the Plan authorizes the grant of Incentive Stock
Options, Non-qualified Options and Restricted Stock (sometimes collectively
referred to as the "Options") to purchase shares of Common Stock to Key
Employees, directors and consultants.
The purpose of the Plan is to promote the success of the Company by providing
incentives to Key Employees that will promote the identification of their
personal interest with the long-term financial success of the Company and with
growth in shareholder value.
Administration
The Plan provides that it is to be administered by a committee of the Board of
Directors of the Company (the "Committee"). Subject to the provisions of the
Plan, the Committee shall have the following plenary powers: (i) to establish,
amend or waive rules or regulations for the Plan's administration; (ii) except
in those instances in which a dispute arises, to construe and interpret
4
<PAGE>
the Agreements and the Plan; and (iii) to make all other determinations and take
all other actions necessary or advisable for the administration of the Plan.
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.
Eligibility and Extent of Participation
Persons eligible to participate in the Plan include all employees of the Company
who, in the opinion of the Committee, are Key Employees, and directors and
consultants.
Shares Subject to the Plan
The Plan authorizes the grant of Options covering no more than 2,000,000 shares
of Common Stock (subject to further adjustment in certain circumstances).
The Committee has discretion in determining the number of Shares subject to
Options granted to each Participant, provided, however, that the aggregate Fair
Market Value (determined at the time the Award is made) of Shares with respect
to which any participant may first exercise Incentive Stock Options granted
under the Plan during any calendar year may not exceed $100,000 or such amount
as shall be specified in Section 422A of the Code and rules and regulation
thereunder.
Each Option grant shall be evidenced by an Agreement that shall specify the type
of Option granted, the Option Price (as defined below), the duration of the
Option, the number of Shares to which the Option pertains, any conditions
imposed upon the exercisability of Options in the event of retirement, death,
disability or other termination of employment, and such other provisions as the
Committee shall determine.
Option Price
The exercise price per share of Stock covered by an Option ("Option Price")
shall be determined by the Committee subject to the following limitations. The
Option Price shall not be less than 100% of the Fair Market Value of such Stock
on the Grant Date. An Incentive Stock Option granted to an employee who, at the
time of grant, owns (within the meaning of Section 425(d) of the Code) Stock
possessing more than 10% of the total combined voting power of all classes of
Stock of the Company, shall have an Option Price which is at least equal to 110%
of the Fair Market Value of the Stock.
5
<PAGE>
Option Periods
Each Option shall expire at such time as the Committee shall determine at the
time of grant provided, however, that no Incentive Stock Option shall be
exercisable later than the tenth (10th) anniversary date of its Award Date
Termination of Employment, Death and Non-Assignability
Options are not assignable but may be transferred by will or by the laws of
descent and distribution, and during the optionee's lifetime are exercisable
only by the optionee. Termination of the optionee's status as a Key Employee for
any reason shall cause an Option to terminate in accordance with the provisions
of the Option Agreement between the Company and the Key Employee unless such
termination is due to such person's permanent and total disability or death, in
which case the Option may not be terminated before its specified maturity date.
With respect to Key Employees granted Restricted Shares (i) in the event that a
Key Employee's employment is terminated because of retirement, death or
disability, any remaining period of restriction shall automatically terminate
and the shares shall be free of restrictions and freely transferrable; (ii) in
the event that a Key Employee's employment is terminated for any reason other
than retirement, death or disability, then any shares of Restricted Stock still
subject to restrictions as of the date of termination shall automatically be
forfeited and returned to the Company.
Sale of Shares
Affiliates of the Company may not resell shares purchased under the Plan
pursuant to this Prospectus; they may resell only under a prospectus that is
part of an appropriate effective registration statement under the Securities Act
of 1933, as amended (the "1933 Act"), or in compliance with Rule 144 of the
Rules and Regulations of the Securities and Exchange Commission (the
"Commission") promulgated under the 1933 Act, or otherwise pursuant to an
available exemption from registration. In general, Affiliates are persons with
power to manage and direct the policies of the Company, such as its executive
officers and directors, and certain relatives of such persons. Each Employee
should, prior to reselling or re-offering any option shares, consult counsel to
determine whether he or she is in compliance with all of the foregoing
restrictions.
General
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended and adjusted.
6
<PAGE>
Taxation
The Plan is not qualified under Section 401 of 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 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.
7
<PAGE>
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.
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.
8
<PAGE>
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. (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.
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
<PAGE>
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.
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>
/s/ Quentin T. Kelly Chairman and Chief Executive Officer
- ------------------------------- (Principal Executive Officer), Treasurer
Quentin T. Kelly and Director January 19, 2000
/s/ John A. Pell
- ----------------------------- President and Chief Operating January 19, 2000
John A. Pell Officer
II-4
<PAGE>
/s/ Stephen A. Salvo
- ----------------------------- Secretary January 19, 2000
Stephen A. Salvo
/s/ Joseph Cygler
- ----------------------------- Director January 19, 2000
Joseph Cygler
/s/ Martin Beyer
- ------------------------------- Director January 19, 2000
Martin Beyer
/s/ Russell Sturzebecker
- ------------------------------ Director January 19, 2000
Russell Sturzebecker
/s/ Rolf Hafeli
- ------------------------------ Director January 19, 2000
Rolf Hafeli
/s/ Davinder Sethi
- ------------------------------ Director January 19, 2000
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.
10 1999 Stock Option Plan, 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 Corp. 1999 Incentive Stock Option Plan
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 ("WorldWater"),
with respect to the WorldWater Corp. 1999 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 2,000,000 shares of common stock of WorldWater under the
Securities Act of 1933, as amended (the "Act") for issuance under the Plan.
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 Plan 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 10
WORLDWATER CORP.
1999 INCENTIVE STOCK OPTION PLAN
ARTICLE I
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. WorldWater Corp., a Nevada corporation (the
"Company"), hereby establishes an incentive compensation plan for the Company
and its subsidiaries to be known as the "1999 Incentive Stock Option Plan", as
set forth in this document. Unless otherwise defined herein, all capitalized
terms shall have the meanings set forth in Section 2.1 herein. The Plan permits
the grant of Incentive Stock Options, Non-qualified Stock Options and Restricted
Stock.
The Plan was adopted by the Board of Directors of the Company on April 30,
1999, and shall become effective on June 17, 1999 (the "Effective Date"),
subject to the approval by vote of shareholders of the Company in accordance
with applicable laws.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
of the Company and its subsidiaries by providing incentives to Key Employees,
directors and consultants who will promote the identification of their personal
interest with the long-term financial success of the Company and with growth in
shareholder value. The Plan is designed to provide flexibility to the Company
including its subsidiaries, in its ability to motivate, attract, and retain the
services of Key Employees, directors and consultants upon whose judgment,
interest, and special effort the successful conduct of its operation is largely
dependent.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date,
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article X herein, until April 30, 2009, at which time it shall terminate except
with respect to Awards made prior to, and outstanding on, that date which shall
remain valid in accordance with their terms.
ARTICLE II
Definitions
2.1 Definitions. Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:
a. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
b. "Agreement" means a written agreement implementing the grant of
each Award signed by an authorized officer of the Company and by the
Participant.
<PAGE>
c. "Award" means, individually or collectively, a grant under this
Plan of Incentive Stock Options, Non-qualified Stock Options and Restricted
Stock.
d. "Award Date" or "Grant Date" means the date on which an Award is
made by the Committee under this Plan.
e. "Beneficial Owner" shall have the meaning ascribed to such term
in Rule 13d-3 under the Exchange Act.
f. "Board" or "Board of Directors" means the Board of Directors of
the Company, unless otherwise indicated.
g. "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:
(i) any Person (other than the Company, any Subsidiary, a
trustee or other fiduciary holding securities under any employee benefit plan of
the Company, or its Subsidiaries), who or which, together with all Affiliates
and Associates of such Person, is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities; or (ii) if,
at any time after the Effective Date, the composition of the Board of Directors
of the Company shall change such that a majority of the Board of the Company
shall no longer consist of Continuing Directors; or (iii) if at any time, (1)
the Company shall consolidate with, or merge with, any other Person and the
Company shall not be the continuing or surviving corporation, (2) any Person
shall consolidate with or merge with the Company, and the Company shall be the
continuing or surviving corporation and, in connection therewith, all or part of
the outstanding Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, (3) the Company
shall be a party to a statutory share exchange with any other Person after which
the Company is a subsidiary of any other Person, or (4) the Company shall sell
or otherwise transfer 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any Person or Persons.
h. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
i. "Committee" means the committee of the Board of Directors of the
Company or its banking subsidiary to administer the Plan pursuant to Article III
herein, all of the members of which shall be "non-employee directors" as defined
in Rule 16b-3, as amended, under the Exchange Act or any similar or successor
rule. There shall be no fewer than two (2), nor more than five (5), members on
the Committee.
j. "Company" means WorldWater Corp., or any successor thereto as
provided in Article XII herein.
<PAGE>
k. "Continuing Director" means an individual who was a member of the
Board of Directors of the Company on the Effective Date or whose subsequent
nomination for election or re-election to the Board of Directors of the Company
was recommended or approved by the affirmative vote of two-thirds of the
Continuing Directors then in office.
l. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
m. "Fair Market Value" of a Share means the fair market value as
determined pursuant to a reasonable method adopted by the Committee in good
faith for such purpose.
n. "Incentive Stock Option" or "ISO" means an option to purchase
Stock, granted under Article VI herein, which is designated as an incentive
stock option and is intended to meet the requirements of Section 422A of the
Code.
o. "Key Employee" means an officer or other key employee of the
Company or its Subsidiaries, who, in the opinion of the Committee, can
contribute significantly to the growth and profitability of, or perform services
of major importance to, the Company and its Subsidiaries.
p. "Non-qualified Stock Option" or "NQSO" means an option to
purchase Stock, granted under Article VI herein, which is not intended to be an
Incentive Stock Option.
q. "Option" means an Incentive Stock Option or a Non-qualified Stock
Option.
r. "Participant" means a Key Employee, director or consultant who is
granted an Award under the Plan.
s. "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is restricted, pursuant to Article VII
herein.
t. "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).
u. "Plan" means the WorldWater Corp. 1999 Incentive Stock Option
Plan, as described and as hereafter from time to time amended.
v. "Related Option" means an Option with respect to which a Stock
Appreciation Right has been granted.
w. "Restricted Stock" means an Award of Stock granted to a
Participant pursuant to Article VII herein.
x. "Stock" or "Shares" means the common stock of the Company.
<PAGE>
y. "Subsidiary" shall mean a corporation at least 50% of the total
combined voting power of all classes of stock of which is owned by the Company,
either directly or through one or more of its Subsidiaries.
ARTICLE III
Administration
3.1 The Committee. Except as otherwise reserved for consideration and
approval by the Board of Directors, the Plan shall be administered by the
Committee which shall have all powers necessary or desirable for such
administration.
(a) Subject to the provisions of the Plan, the Committee shall have
the following plenary powers: (i) to establish, amend or waive rules or
regulations for the Plan's administration; (ii) except in those instances in
which a dispute arises, to construe and interpret the Agreements and the Plan;
and (iii) to make all other determinations and take all other actions necessary
or advisable for the administration of the Plan.
(b) (1) Subject to the provisions of the Plan, the Committee shall
have the following qualified powers that shall be subject to approval, amendment
and modification by the Board of Directors: (i) to determine the terms and
conditions upon which the Awards may be made and exercised; (ii) to determine
all terms and provisions of each Agreement, which need not be identical; (iii)
to construe and interpret the Agreements and the Plan in the event of a dispute
between the Participant and the Committee; and (iv) to accelerate the
exercisability of any Award or the termination of any Period of Restriction.
(2) In approving the Committee's determinations or other
recommendations under (b)(1), the Board of Directors may make such amendments,
modifications or qualifications as it deems in the best interest of the Company,
and the Board shall provide specific instructions to the Committee for
implementation of the same.
(3) In its sole discretion, the Board of Directors may waive
by resolution one or more of its approval rights under (b)(1) and authorize the
Committee to proceed without seeking further approvals either on a case by case
basis or permanently until further notice from the Board. Such waiver shall be
communicated in writing to the Committee which shall maintain a permanent record
of such waiver(s).
(c) The express grant in this Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the
Committee, except as otherwise stated in paragraph 3.1(b).
3.2 Selection of Participants. The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees, directors
or consultants as may be selected by it. Each Award shall be evidenced by an
Agreement.
<PAGE>
3.3 Decisions Binding. All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.
3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Board or the Committee may impose such conditions on any Award, and
amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.
3.5 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company and its Subsidiaries.
3.6 Certain Determinations. In connection with the Committee's good faith
determination of "Fair Market Value" as required herein, the Committee may, as
guidance, take into consideration the book value of the Common Stock of the
Company, the relationship between the traded price and book value of shares for
financial institutions of similar size and similar operating results to the
Company and its subsidiary bank, any reasonably recent trades of the Common
Stock of the Company brought to the attention of the Committee and such
additional relevant information as the Committee in its judgment deems
necessary. In its sole discretion, the Committee may, but is not obligated to,
consult with and/or engage an investment banker or other appropriate advisor to
advise the Committee in connection with its good faith determination of "Fair
Market Value" herein.
ARTICLE IV
Stock Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 2,000,000. No more than one-third of
the aggregate number of such Shares shall be issued in connection with
Restricted Stock Awards. Except as provided in Sections 4.2 herein, the issuance
of Shares in connection with the exercise of, or as other payment for Awards,
under the Plan shall reduce the number of Shares available for future Awards
under the Plan.
4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this
Plan (for which no material benefits of ownership have been received, including
dividends) terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards (for which no
material benefits of ownership have been received, including dividends) are
forfeited, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan.
<PAGE>
4.3 Capital Adjustments. The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company.
ARTICLE V
Eligibility
Persons eligible to participate in the Plan include all employees of the
Company and its Subsidiaries who, in the opinion of the Committee, are Key
Employees, and directors and consultants.
ARTICLE VI
Stock Options
6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Key Employees, directors and consultants at any time
and from time to time as shall be determined by the Committee. The Committee
shall have complete discretion in determining the number of Shares subject to
Options granted to each Participant, provided, however, that the aggregate Fair
Market Value (determined at the time the Award is made) of Shares with respect
to which any Participant may first exercise ISOs granted under the Plan during
any calendar year may not exceed $100,000 or such amount as shall be specified
in Section 422A of the Code and rules and regulation thereunder.
6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement
that shall specify the type of Option granted, the Option Price (as hereinafter
defined), the duration of the Option, the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement, death, disability or other termination of employment, and such
other provisions as the Committee shall determine. The Agreement shall specify
whether the Option is intended to be an Incentive Stock Option within the
meaning of Section 422A of the Code, or Nonqualified Stock Option not intended
to be within the provisions of Section 422A of the Code.
6.3 Option Price. The exercise price per share of Stock covered by an
Option ("Option Price") shall be determined by the Committee subject to the
following limitations. The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date. An ISO granted to an employee who,
at the time of grant, owns (within the meaning of Section 425(d) of the Code)
Stock possessing more than 10% of the total combined voting power of all classes
of Stock of the Company, shall have an Option Price which is at least equal to
110% of the Fair Market Value of the Stock.
<PAGE>
6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date.
6.5 Exercisability. Options granted under the Plan shall be exercisable at
such times and be subject to such restrictions and conditions as the Committee
shall determine, which need not be the same for all Participants. No Option,
however, shall be exercisable until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.
6.6 Method of Exercise. Options shall be exercised by the delivery of a
written notice to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price shall be payable to
the Company in full either in cash, by delivery of Shares of Stock valued at
Fair Market Value at the time of exercise, delivery of a promissory note (in the
Committee's discretion) or by a combination of the foregoing. As soon as
practicable, after receipt of written notice and payment, the Company shall
deliver to the Participant, stock certificates in an appropriate amount based
upon the number of Options exercised, issued in the Participant's name. No
Participant who is awarded Options shall have rights as a shareholder until the
date of exercise of the Options.
6.7 Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under the applicable Federal securities law, under the requirements of the
National Association of Securities Dealers, Inc. or any stock exchange upon
which such Shares are then listed and under any blue sky or state securities
laws applicable to such Shares.
6.8 Nontransferability of Options. No Option granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.
ARTICLE VII
Restricted Stock
7.1 Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Participants receiving Restricted Stock Awards are not required
to pay the Company therefor (except for applicable tax withholding) other than
the rendering of services.
7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by an Agreement that shall specify the Period of Restriction, the
number of Restricted Stock Shares granted, and such other provisions as the
Committee shall determine.
<PAGE>
7.3 Transferability. Except as provided in this Article VII and subject to
the limitation in the next sentence, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the termination of the applicable Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Agreement. No shares of
Restricted Stock shall be sold until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.
7.4 Other Restrictions. The Committee shall impose such other restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.
7.5 Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 7.4 herein, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the Shares of Stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer set forth in the 1999
Incentive Stock Option Plan of WorldWater Corp., in the rules and
administrative procedures adopted pursuant to such Plan, and in an
Agreement dated January 19, 2000. A copy of the Plan, such rules and
procedures, and such Restricted Stock Agreement may be obtained from the
Secretary of WorldWater Corp."
7.6 Removal of Restrictions. Except as otherwise provided in this Article,
Shares of Restricted Stock covered by each Restricted Stock Award made under the
Plan shall become freely transferable by the Participant after the last day of
the Period of Restriction. Once the Shares are released from the restrictions,
the Participant shall be entitled to have the legend required by Section 7.5
herein removed from his Stock certificate.
7.7 Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.
7.8 Dividends and Other Distributions. During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were distributed.
7.9 Termination of Employment Due to Retirement. Unless otherwise provided
in the Agreement, in the event that a Participant terminates his employment with
the Company or one of its
<PAGE>
Subsidiaries because of normal retirement (as defined in the rules of the
Company in effect at the time), any remaining Period of Restriction applicable
to the Restricted Stock Shares pursuant to Section 7.3 herein shall
automatically terminate and, except as otherwise provided in Section 7.4 herein
the Shares of Restricted Stock shall thereby be free of restrictions and freely
transferable. Unless otherwise provided in the Agreement, in the event that a
Participant terminates his employment with the Company because of early
retirement (as defined in the rules of the Company in effect at the time), the
Committee, in its sole discretion, may waive the restrictions remaining on any
or all Shares of Restricted Stock pursuant to Section 7.3 herein and add such
new restrictions to those Shares of Restricted Stock as it deems appropriate.
7.10 Termination of Employment Due to Death or Disability. In the event a
Participant's employment is terminated because of death or disability during the
Period of Restriction, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Section 7.3 herein shall automatically terminate
and, except as otherwise provided in Section 7.4 herein the shares of Restricted
Stock shall thereby be free of restrictions and fully transferable.
7.11 Termination of Employment for Other Reasons. Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company for any reason other than for death, disability, or
retirement, as set forth in Sections 7.9 and 7.10 herein, during the Period of
Restriction, then any shares of Restricted Stock still subject to restrictions
as of the date of such termination shall automatically be forfeited and returned
to the Company.
<PAGE>
ARTICLE VIII
Change in Control
In the event of a Change in Control of the Company, the Committee, as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award, either at the time the Award is made or any time thereafter,
take any one or more of the following actions: (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company, upon a Participant's request, for an amount of
cash equal to the amount which could have been obtained upon the exercise of
such Award or realization of such Participant's rights had such Award been
currently exercisable or payable; (iii) make such adjustment to any such Award
then outstanding as the Committee deems appropriate to reflect such Change in
Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such
Change in Control.
ARTICLE IX
Modification, Extension and Renewals of Awards
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards, or, if
authorized by the Board, accept the surrender of outstanding Awards (to the
extent not yet exercised) granted under the Plan and authorize the granting of
new Awards pursuant to the Plan in substitution therefor, and the substituted
Awards may specify a lower exercise price than the surrendered Awards, a longer
term than the surrendered Awards or may contain any other provisions that are
authorized by the Plan. The Committee may also modify the terms of any
outstanding Agreement. Notwithstanding the foregoing, however, no modification
of an Award, shall, without the consent of the Participant, adversely affect the
rights or obligations of the Participant.
ARTICLE X
Amendment, Modification and Termination of the Plan
10.1 Amendment, Modification and Termination. At any time and from time to
time, the Board may terminate, amend, or modify the Plan. Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Stock
is then listed or reported, by any regulatory body having jurisdiction with
respect thereto or under any other applicable laws, rules or regulations.
10.2 Awards Previously Granted. No termination, amendment or modification
of the Plan other than pursuant to Section 4.3 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.
<PAGE>
ARTICLE XI
Withholding
11.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.
11.2 Stock Withholding. With respect to withholding required upon the
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, or upon the occurrence of any other similar taxable event,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares of Stock having a Fair Market Value equal to the amount required to be
withheld. The value of the Shares to be withheld shall be based on Fair Market
Value of the Shares on the date that the amount of tax to be withheld is to be
determined. All elections shall be irrevocable and be made in writing, signed by
the Participant on forms approved by the Committee in advance of the day that
the transaction becomes taxable.
ARTICLE XII
Successors
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE XIII
General
13.1 Requirements of Law. The granting of Awards and the issuance of
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or self
regulatory organizations (i.e., exchanges) as may be required.
13.2 Effect of Plan. The establishment of the Plan shall not confer upon
any Key Employee any legal or equitable right against the Company, a Subsidiary
or the Committee, except as expressly provided in the Plan. The Plan does not
constitute an inducement or consideration for the employment of any Key
Employee, nor is it a contract between the Company or any of its Subsidiaries
and any Key Employee. Participation in the Plan shall not give any Key Employee
any right to be retained in the service of the Company or any of its
Subsidiaries.
13.3 Creditors. The interests of any Participant under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.
13.4 Governing Law. The Plan, and all Agreements hereunder, shall be
governed, construed and administered in accordance with and governed by the laws
of the State of Nevada and the intention of the Company is that ISOs granted
under the Plan qualify as such under Section 422A of the Code.
<PAGE>
13.5 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
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, 1998 incorporated herein by reference.
/s/ DeAngelis & Higgins, L.L.C.
-------------------------------
DeAngelis & Higgins, L.L.C.
Cranbury, New Jersey
January 18, 2000
