<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
The New World Power Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
649290301
(CUSIP Number)
Dominion Bridge Corporation
c/o Nicolas Matossian
500 Rue Notre Dame
Lachine, Quebec H8S 2B2
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 31, 1996
Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
Note: No fee is being paid due to the elimination of the fee pursuant to the
Revenue Reconciliation Act.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dominion Bridge Corporation ("Dominion")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A [ ]
B [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC: See Item 3.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Dominion is incorporated in the State of Delaware
7. SOLE VOTING POWER
NUMBER OF 2,046,441 shares of Common Stock
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,046,441 shares of Common Stock
PERSON
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,046,441. See Item 5.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47%.
14. TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT.
1
<PAGE> 3
Item 1: Security and Issuer.
This Schedule 13D relates to the Common Stock of The New World
Power Corporation ("Issuer"), $.01 par value per share (the "Common Stock"). As
of October 31, 1996, the Issuer effected a one for five reverse stock split of
the Common Stock. All references in this Schedule 13D have been adjusted to give
effect to the reverse stock split. The principal executive offices of the Issuer
are located at 558 Lime Rock Road, Lime Rock, Connecticut 06039.
Item 2: Identity and Background.
Dominion Bridge Corporation ("Dominion") is a Delaware
corporation with its principal place of business at 500 Rue Notre Dame, Lachine,
Quebec, H8S 2B2. Dominion is a holding company that is predominately engaged,
together with its subsidiaries, in engineering and construction in Canada and
throughout the world. Through its operating subsidiaries, Dominion operates in
three principal market segments: (i) infrastructure engineering and
manufacturing services; (ii) shipbuilding and (iii) industrial specialty
fasteners.
The name, business address, present principal occupation and
citizenship of each executive officer and director of Dominion is set forth on
Appendix A hereto, which is incorporated herein by reference.
During the past five years, neither Dominion, nor to the best
knowledge of Dominion, any of its executive officers or directors, has been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors) of the type which would require disclosure of the type identified
in Item 2(d) of the Schedule 13D.
During the past five years, neither Dominion, nor to the best
knowledge of Dominion, any of its executive officers or directors, has been a
party to a civil proceeding of a judicial or administrative body of a competent
jurisdiction of the type which would require disclosure of the type identified
in Item 2(e) of the Schedule 13D.
Item 3: Source and Amount of Funds or Other Consideration
As of July 1, 1996, Dominion agreed, pursuant to a Management
Services Agreement, to provide certain management and other administrative
duties for the Issuer. Pursuant to the Management Services Agreement, Dominion
can receive, at the election of the Issuer, a portion of its management fee in
shares of Common Stock. Dominion has received, as of the date of this filing,
31,441 shares of Common Stock pursuant to the Management Services Agreement.
Concurrently with the execution of the Management Services
Agreement, Dominion entered into a letter of intent with the Issuer regarding
the formation of a joint venture to develop the Issuer's wind, hydroelectric and
alternative energy projects.
As of October 31, 1996, Dominion, its wholly-owned subsidiary,
DB Power, Inc. ("DB Power") and the Issuer entered into a definitive Joint
Venture Agreement whereby DB Power is providing up to $2.5 million from its
working capital as an initial funding commitment ("Initial Funding") to fund
further development of specified joint venture projects. In connection
therewith, DB Power and the Issuer entered into a Conversion Agreement, dated
October 31, 1996, whereby DB Power has the option to acquire 1,000,000 units
("Units") of the Issuer, with each Unit consisting of one share of Common Stock
2
<PAGE> 4
and one Common Stock Purchase Warrant to purchase an additional share of
Common Stock (the "Warrants"), at an exercise price that is dependent on the
exercise date. As of the date of this filing, DB Power has not exercised its
option to convert the Initial Funding into the Units.
On November 6 and 7, 1996, Dominion purchased with its working
capital 5,000 and 10,000 shares of Common Stock, respectively, in open-market
transactions.
Item 4: Purpose of Transaction
The purpose of the Joint Venture Agreement and Conversion
Agreement was to capitalize on each of Dominion's and the Issuer's strengths to
develop, construct, own and operate domestic and international power projects.
The Conversion Agreement, which allows DB Power to acquire the Units, was
executed as an inducement and as consideration for the execution of the Joint
Venture Agreement and contribution of the Initial Funding.
Any securities of the Issuer acquired by DB Power will be for
the purpose of investment except that pursuant to the Conversion Agreement and
the Management Services Agreement Dominion and DB Power are in a position to
exercise significant influence over the management of the Issuer. Subject to the
Standstill Agreement described below, Dominion may make additional purchases of
Common Stock in open market transactions depending on Dominion's evaluation of
the Issuer's business, prospects and financial condition, the market for the
Common Stock, other opportunities available to Dominion, prospects for
Dominion's own business, general economic conditions, money and stock market
conditions and other future developments. Depending on the same factors,
Dominion may decide to sell all or part of its investment in the Common Stock,
although it has no current intention to do so.
Except as set forth below, Dominion currently has no plans or
proposals which would result in any of the actions described in Item 4(a)-(j) of
the Schedule 13D.
(a) DB Power has entered into a Standstill Agreement dated
October 31, 1996, whereby DB Power, and its affiliates, agreed not to acquire or
make any offer or proposal to acquire, directly or indirectly, by purchase,
tender or exchange offer or otherwise, any securities of the Issuer (or direct
or indirect rights or options to acquire any securities of the Issuer), except
(i) that DB Power may acquire, pursuant to the Conversion Agreement and
securities issuable thereunder, and in privately- negotiated transactions,
shares of Common Stock representing up to 60% of the outstanding shares of
common stock of the Issuer on a fully diluted basis, (ii) shares of Common Stock
in open-market transactions, if the purchase price is less than $1.00 per share
and (iii) securities issued by the Issuer by way of stock dividends or other
distributions made on a pro rata basis with respect to securities of the Issuer.
(c) Pursuant to the terms and purpose of the Management
Services Agreement, Dominion is currently assisting the Issuer in selling its
assets as part of the Issuer's previously-announced restructuring and
reorganization plan.
(d) Pursuant to the terms of the Conversion Agreement, upon
conversion of the Initial Funding into Units, DB Power shall have the right to
designate for appointment certain members to the Board of Directors of the
Issuer as follows:
3
<PAGE> 5
<TABLE>
<CAPTION>
Exercise of Units Number of Directors
<S> <C>
100,000 1
305,000 2
500,000 3
500,000 3
</TABLE>
In the event that DB Power owns a majority of the outstanding
shares of Common Stock of the Issuer, the Issuer shall cause a majority of the
members of the Board of Directors to be persons nominated by DB Power.
Item 5: Interest in Securities of the Issuer.
(a)
<TABLE>
<CAPTION>
No of Shares of Percent of Common
Beneficial Owner Common Stock Stock Beneficially Owned(*)
<S> <C> <C>
Dominion Bridge 2,046,441(1) 47%
</TABLE>
- -----------------------------------
*Based upon information that the Issuer provided to Dominion.
(1) 2,000,000 of the shares of Common Stock assumes the conversion of the
Initial Funding into Units and the subsequent exercise of the Warrants.
As of the date of this filing, Dominion has not converted the Initial
Funding
(b) Dominion has dispositive and voting power for all 2,031,441
shares of Common Stock, assuming conversion of the Initial Funding into Units
and subsequent exercise of the Warrant.
(c)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Identity Date Amount Price Where Purchased
DB Power 10/31/96 1,000,000 Units See Item 3 Issuer Transaction
Dominion 11/6/96 31,441 shares of See Item 3 Issuer Transaction
Common Stock
Dominion 11/6/96 5,000 shares of
Common Stock $.875 NASDAQ
Dominion 11/7/96 10,00 shares of
Common Stock $.875 NASDAQ
</TABLE>
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds of sale of,
the Common Stock beneficially owned by Dominion.
(e) Not applicable.
4
<PAGE> 6
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth below, Dominion has no contract,
arrangement, understanding or relationship (whether or not legally enforceable)
with any person with respect to any shares or other securities of any class of
the Issuer.
1. On October 31, 1996, Dominion, through its wholly-owned
subsidiary DB Power and the Issuer executed a Conversion Agreement, whereby
Dominion has the ability to convert the Initial Funding contributed pursuant to
a Joint Venture Agreement into Units of the Issuer. The Initial Funding may be
converted into 1,000,000 Units of the Issuer. Each Unit consists of one share of
Common Stock and one Warrant. The Warrants expire on October 31, 2001 and have
an exercise that is dependent upon the date of exercise. The terms and
provisions of the Warrants are set forth in the form of Warrant incorporated by
reference herein as Exhibit 5. The Conversion Agreement expires on October 31,
2001. The Units received by Dominion upon conversion of the Initial Funding have
restrictions upon transfer and the shares of Common Stock underlying the Units
and the shares of Common Stock underlying the Warrants contained within the Unit
have such registration rights as identified in the Registration Rights Agreement
incorporated herein by reference as Exhibit 4. Additionally, the Conversion
Agreement provides for the designation by DB Power for appointment by the Issuer
of certain Board of Director members depending upon the amount of Initial
Funding converted into Units.
2. On October 31, 1996, Dominion, through DB Power, and the
Issuer entered into a Standstill Agreement whereby Dominion, until October 31,
2001, agreed to certain restrictive covenants. These covenants include DB Power
agreeing not to (i) make further acquisitions of the securities of the Issuer,
except in specific circumstances, (ii) solicit proxies or consents or become a
co-participant in a "solicitation" of proxies or consents with respect to
securities of the Issuer; (iii) seek to control or influence the management,
Board of Directors or policies of the Issuer; (iv) acquire, by purchase or
otherwise, more than one percent of any class of equity securities of any entity
which, prior to the time such party acquires more than one percent of such
class, is publicly disclosed or is otherwise known to be the beneficial owner of
more than five percent of the outstanding common stock of the Issuer; (v)
deposit any securities of the Issuer in a voting trust or subject any securities
of the Issuer to any arrangement or agreement with respect to the voting of its
securities; or (vi) form, join or in any way participate in a partnership,
limited partnership, syndicate or "group" or otherwise act in concert with any
other person for the purpose of acquiring, holding, voting or disposing of the
securities of the Issuer. DB Power also agreed not to make any open market
purchases of the Common Stock unless the purchase price is at least $1.00 or
such purchases are pursuant to a tender offer make to all stockholders, or such
purchases are determined reasonably by DB Power to be necessary to support the
price of the Common Stock of the Issuer on NASDAQ to ensure its continued
listing.
3. On October 31, 1996, Dominion, through DB Power, and the
Issuer entered into a Registration Rights Agreement whereby Dominion was granted
certain mandatory registration rights with respect to the Common Stock to be
received upon conversion of the Units, including the Common Stock received
directly and the common stock to be received upon exercise of the Warrants.
Item 7: Material to be Filed as Exhibits.
1. A Joint Venture Agreement, dated as of October 31, 1996,
between The New World Power Corporation and DB Power, Inc., a wholly-owned
subsidiary of Dominion Bridge Corporation
5
<PAGE> 7
(incorporated by reference to Exhibit 99.1 of Issuer's current report on Form
8-K dated October 31, 1996 ("NWP 8-K").
2. Conversion Agreement, dated as of October 31, 1996, between
The New World Power Corporation and DB Power, Inc., a wholly-owned subsidiary of
Dominion Bridge Corporation (incorporated by reference to Exhibit 99.2 of the
NWP 8-K).
3. Standstill Agreement, dated as of October 31, 1996, between
The New World Power Corporation and DB Power, Inc., a wholly-owned subsidiary of
Dominion Bridge Corporation (incorporated by reference to Exhibit 99.3 of the
NWP 8-K).
4. Registration Rights Agreement, dated as of October 31,
1996, between The New World Power Corporation and DB Power, Inc., a wholly-owned
subsidiary of Dominion Bridge Corporation (incorporated by reference to Exhibit
4.1 of the NWP 8-K).
5. Form of Warrant to Purchase Common Stock of The New World
Power Corporation (incorporated by reference to Exhibit 4.2 of the NWP 8-K).
6. Management Services Agreement, dated as of July 1, 1996,
between The New World Power Corporation and Dominion Bridge Corporation. (filed
herewith)
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
correct and complete.
Dominion Bridge Corporation
Date: November 11, 1996 By:Michel Marengere
____________________________
Michel Marengere
Chief Executive Officer
6
<PAGE> 8
APPENDIX A
Executive Officers
Each of the Executive Officers named below is a Canadian citizen with a
principal business address of 500 Rue Notre Dame, Lachine, Quebec.
1. Michel Marengere Chairman of the Board of Directors and Chief Executive
Officer of Dominion
2. Nicolas Matossian President and Chief Operating Officer of Dominion
3. Robert Chartier Chief Financial Officer of Dominion
Directors
Except for Mr. Gill who is a United States citizen, each of the directors listed
below is a Canadian citizen. The principal occupation and address are set forth
opposite of the directors name.
1. Michel Marengere Chief Executive Officer of Dominion, 500 Rue Notre
Dame, Lachine, Quebec
2. Rene Amyot Consultant, c/o Dominion Bridge Corporation, 500 Rue
Notre Dame, Lachine, Quebec
3. Reynald Lemieux President of Placement R.N.S. Inc., c/o Dominion Bridge
Corporation, 500 Rue Notre Dame, Lachine, Quebec
4. Louis Berlinguet Consultant, c/o Dominion Bridge Corporation, 500 Rue
Notre Dame, Lachine, Quebec
5. Peter Gil Consultant, c/o Dominion Bridge Corporation, 500 Rue
Notre Dame, Lachine, Quebec
<PAGE> 1
EXHIBIT 99
AGREEMENT ENGAGING THE SERVICES OF
DOMINION BRIDGE CORP. AS INTERIM MANAGER
The New World Power Corporation ("the Company") a Delaware
corporation with its principal offices located at 558 Lime Rock Road, Lime Rock,
Connecticut 06039, wishes to engage professional management assistance to
provide general management of the Company's operating and business affairs, and
to assist the Company to the extent possible in seeking and finding solutions to
certain problems within the sphere of management direction and planning.
The Company hereby agrees to engage Dominion Bridge Corporation
("Dominion Bridge") a Delaware corporation, with its principal offices located
at 500, Notre Dame Street, Lachine, Quebec, Montreal, Canada, for the purpose of
assisting in managing the Company during the critical period ahead, and
implementing the business plan of the Company adopted by the Board of Directors
and as amended from time to time by the Board of Directors. Dominion Bridge will
provide Nicolas Matossian as Consultant to the Company, and Vitold Jordan to
serve as Interim Chief Executive Officer, both reporting to the Board of
Directors of the Company, subject to the following terms and conditions.
Dominion Bridge may provide other personnel from time to time as required during
the course of the assignment, and as approved by the Board of Directors.
1. Dominion Bridge shall have full access to all personnel and a
relationship with the entire internal organization. The relationship of Dominion
Bridge to the Company shall at all times be that of an independent contractor.
While the Company shall retain the right to dictate the results of Dominion
Bridge's work as contemplated by this Agreement, it is expressly understood that
the Company shall have no right to control the manner and/or means by which
Dominion Bridge achieves these results. It is also expressly understood that
Dominion Bridge shall have no
<PAGE> 2
right to hire, fire, or discipline any of the Company's employees, or otherwise
in any way to control the manner and means by which any employees of the Company
perform their work, shall have no obligations of any kind to such employees,
including any obligation to contribute to such employees' compensation or fringe
benefits, may under no circumstances be regarded or treated as an "employer" or
"joint-employer" of such employees. Dominion Bridge shall have no authority to
legally bind the Company in any matter whosoever, except as specified herein.
Dominion Bridge may, in the performance of its duties, negotiate on behalf of
Company with various parties, including, but not limited to creditors,
stockholders, and employees of the Company, and governmental entities, but
unless authorized in writing by the Board of Directors or the Executive
Committee of the Company, in no case shall Dominion Bridge have any authority or
be under any duty whatsoever to execute documents in the name of or on behalf of
Company with respect to such negotiations or the transactions contemplated
therein.
2. Dominion Bridge shall review all financial and operating
policies, plans and programs and, except as set out in paragraph 6 herein, shall
participate in any major decision which might have a significant impact on such
policies.
3. Dominion Bridge shall be subject to the control of the Board of
Directors of the Company. Except for such control, Dominion Bridge shall not be
subject to the control of any other person or persons.
4. Dominion Bridge shall be compensated for its services under this
Agreement at the rate of ten thousand dollars ($10,000) per week for Nicholas
Matossian and Vitold Jordan, plus out-of-pocket expenses incurred by Dominion
Bridge, Nicolas Matossian, Vitold Jordan, and any other personnel or
representative of Dominion Bridge (previously approved by the New World
2
<PAGE> 3
Board of Directors), including legal expenses incurred by Dominion Bridge
in respect of this Agreement. At the option of New World, New World may pay the
foregoing compensation forty percent (40%) in cash and sixty percent (60%) in
shares of New World stock. The value of the New World stock for such purposes
shall be the average price at which such stock has traded over the prior thirty
(30) days covering the invoice period. In the event that the stock does not
trade for the full thirty (30) days, the average price shall be based don the
actual number of trading dates, and if the stock fails to trade at all, due to
delisting or other events, the price shall be determined by an independent
expert reasonably acceptable to the Company and Dominion. By signing this
Agreement, Dominion Bridge stipulates that it will be receiving the stock for
investment purposes, and not with a view to distribution. Additional services
approved by New World under this Agreement will be provided at Dominion Bridge's
regular published rates, per the attached schedule. Fees and expenses shall be
billed monthly, and all invoices shall be due and payable upon receipt.
5. In addition to the foregoing compensation, Dominion Bridge shall
be entitled to receive upon execution of this Agreement options covering one
hundred thousand (100,000) shares of the Company's common stock at the option
price of 9/16th's per share. These options shall be exercisable at any time
within three (3) years of the execution of this Agreement. As a performance
bonus, Dominion Bridge shall also be entitled to receive thirty-seven thousand
five hundred dollars ($37,500), (payable as set out below) for each one quarter
point increase in the price of the Company's stock based on trades reported on
the NASDAQ exchange. The starting price for purposes of this calculation shall
be the closing price of the New World stock on the date of execution of this
Agreement. This performance bonus shall be payable twenty-five
3
<PAGE> 4
percent (25%) in cash, and seventy-five percent (75%) in additional shares of
the Company. For purposes of valuing the shares utilized to pay the portion of
the performance bonus payable in stock, the Company shall utilize the average
price reported by NASDAQ over the prior thirty (30) days. For each share of
stock which is issued to Dominion Bridge to cover that portion of the
performance bonus payable in stock, Dominion Bridge shall be entitled to an
option covering one additional share where the option price shall be the average
of the trading prices over the thirty (30) days prior to the date the
performance bonus is earned. The supplemental options shall be exercisable
within three years of issuance.
6. Both the Company and Dominion Bridge acknowledge that the Company
is currently considering forming a limited liability company in which Dominion
Bridge will be a fifty percent (50%) owner. The parties have executed a term
sheet setting out the key provisions, but further negotiations will be necessary
over the next forty five (45) days in order to reach a binding operating
agreement. To avoid any appearance of a conflict of interest, Dominion Bridge
shall recuse itself from any representation of the Company in such negotiations,
and all such negotiations on behalf of the Company shall be conducted by an
independent consultant to be retained by the Board of Directors, as assisted by
the Company's outside counsel. In addition, Dominion Bridge shall recuse itself
from participation in any other matters involving Dominion Bridge and the
Company.
7. In consideration for Dominion Bridge undertaking to discharge its
responsibilities as set forth in this Agreement, the Company:
(a) Shall and does hereby forever release, remise and
discharge Dominion Bridge and its officers, employees, agents, attorneys and
representatives from any and all actions,
4
<PAGE> 5
claims, demands, damages or liabilities whatsoever, whether direct or derivative
in law or in equity, which the Company may have against any of them as a result
of any act or failure to act in what they in good faith believed to be in the
best interests of the Company, arising out of any action taken pursuant to this
Agreement.
(b) Shall indemnify and hold harmless Dominion Bridge and
its officers, employees, agents, attorneys and representatives against any and
all actions, claims, demands, damages or liabilities, whatsoever, whether direct
or derivative, in law or in equity, to which any of them may become subject
insofar as any such actions, claims, demands, damages or liabilities arise out
of or are based upon any alleged action taken by them or any alleged failure to
act in what they in good faith believed to be in the best interests of the
Company, pursuant to this Agreement. The Company shall reimburse Dominion Bridge
and its officers, employees, agents, attorneys or representatives for any legal
or other expenses that any of them may reasonably incur, through counsel or of
their own choice or otherwise in connection with investigating, defending or
settling any such action, claims or demand, as such expenses are incurred. Any
right of indemnification provided under this paragraph 7(b) shall be
supplemental to any rights of indemnification to which Dominion Bridge, its
officers, employees, agents, attorneys and representatives may be entitled under
the Company's articles, by-laws, contracts of insurance or under any applicable
law.
(c) Without limiting the foregoing, the Company shall
indemnify, defend and hold harmless Dominion Bridge, its employees, officers,
directors, subsidiaries, affiliates, shareholders, contractors, consultants and
agents (such persons hereinafter referred to "Indemnitees") from any claim,
suit, proceeding, award, damages, liability, judgment, penalty,
5
<PAGE> 6
fine, assessment or any loss or expense (collectively "claims"), resulting from
any alleged violation of any environmental law, regulation, rule, permit or
policy of any country, state, province, municipality, locality, board, agency,
authority, compact or commission, including but not limited to the Comprehensive
Environmental Response, Compensation and Liability Act, as amended (42 U.S.C.
Sections 9601 et. seq.) or any claims alleging or arising out of the release or
disposal of any Hazardous Substance at, in, on, or under property owned, leased,
used or operated by the Company, now, in the past or future.
For the purpose of this paragraph "Hazardous Substance" shall mean
any hazardous or toxic material, constituents, substances, petroleum products
(including crude oil or a fraction thereof, as defined or regulated as such in
or under any environmental law).
8. Representations and Warranties of the Company. The Company
hereby represents to Dominion Bridge that:
(a) Corporate Existence. The Company is a corporation
duly organized and validly existing, under the laws of the State of Delaware,
with corporate power to own property and carry on its business as it is now
being conducted.
(b) No Conflict. This Agreement has been duly executed by
the Company and the execution and performance of this Agreement will not
violate, or result in a breach of, or constitute a default in any agreement,
instrument, judgment, decree or order to which the Company is a party or to
which the Company is subject, nor will such execution and performance constitute
a violation or conflict of any fiduciary duty to which the Company is subject.
(c) Authority. The Company has the full legal right,
power, authority and approval required to enter into, execute and deliver this
Agreement and to fully perform all of its
6
<PAGE> 7
obligations hereunder. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement constitutes a
valid and binding obligation of the parties hereto.
(d) Share Issuance. The shares of the Company to be
issued in connection with this Agreement, and the shares issued upon exercise of
the options which may be granted under this Agreement, upon issuance, will be
validly issued, fully-paid and non-assessable.
9. Representations and Warranties of Dominion Bridge. Dominion
Bridge hereby represents to the Company that:
(a) Subsequent Events. Except as set forth in this
Agreement, Dominion Bridge will notify the Company if, subsequent to the date
hereof, either party incurs obligations which would compromise its efforts and
obligations under this Agreement.
(b) Authority. Dominion Bridge has the full legal right,
power, authority and approval required to enter into, execute and deliver this
Agreement and to fully perform all of its obligations hereunder. The execution
and performance of this Agreement have been duly authorized by all requisite
corporate action. This Agreement constitutes a valid and binding obligation of
the parties hereto.
10. Non-Exclusive Services. The Company acknowledges that Dominion
Bridge, and any individual or entity provided by Dominion Bridge to perform the
services contemplated hereunder, may currently be providing services of the same
or similar nature to other parties and the Company agrees that Dominion Bridge,
or such other party, is not prevented or barred from rendering services of the
same nature or a similar nature to any other individual or entity, provided
however, Dominion Bridge agrees not to undertake any actions or services on
behalf of
7
<PAGE> 8
an individual or entity in direct competition with the Company and Dominion
Bridge agrees that it will not undertake any actions or services that will
unreasonably interfere with the business or operations of the Company. Dominion
Bridge will advise the Company of its position with respect to any activity,
employment, business arrangement or potential conflict of interest which may be
relevant to this Agreement.
11. All Prior Agreements Terminated. This Agreement constitutes the
entire understanding of the parties with respect to the engagement of Dominion
Bridge for the services set forth in this Agreement and all prior agreements and
understandings with respect thereto are hereby terminated and shall be of no
force or effect.
12. Registration Rights. The Company and Dominion Bridge agree to,
using their best efforts, as soon as practicable upon execution of this
Agreement, to enter into a Registration Rights Agreement containing provisions
for the registration of the shares of Common Stock of the Company which may be
issued hereunder, on terms consistent with the registration rights currently
being provided by the Company. The Company and Dominion Bridge agree that the
Registration Rights Agreement entered into hereunder shall contain a provision
to the effect that notwithstanding anything else contained in the Registration
Rights Agreement, the Company shall not be obligated to register any shares
pursuant to the Registration Rights Agreement until the earlier of: (i) the date
of the triggering of the registration rights covered by existing option
agreements previously granted by the Company prior to the date of this Services
Agreement; (ii) the effective date of a significant recapitalization of the
Company; or (iii) May 2, 1997.
13. This engagement of Dominion Bridge shall continue at the
pleasure of the Company's Board of Directors, and may be terminated at any time
by resolution of the Board of
8
<PAGE> 9
Directors, a certified copy of which shall be delivered to Dominion Bridge.
Dominion Bridge shall have the option to terminate its employment at any time
upon notification to the Board of Directors of its desire to terminate.
14. Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary to
effect the transactions described herein.
15. The Company represents and warrants that:
(a) It has all necessary governmental approvals to own,
operate and conduct its business as contemplated;
(b) No approvals by any person or governmental authority
are required for the execution, delivery and performance of this Agreement; and
(c) The execution, delivery and performance of this
Agreement will not resulting any breach of any agreement, contract, instrument
or undertaking to which the company or any affiliate of the Company is a party,
including but not limited to any agreement for the purchase and sale of
electricity.
16. Neither Dominion Bridge, nor its officers, agents, directors or
employees shall have any responsibility for or any authority over the refuse or
waste disposal practices or policies of the Company.
AGREED AND ACCEPTED:
THE NEW WORLD POWER CORPORATION DOMINION BRIDGE CORPORATION
By:_________________________________ By:_______________________________
Its:_________________________________ Its:______________________________
Date:________________________________ Date:_____________________________
9
<PAGE> 10
RATE SCHEDULE
EFFECTIVE AUGUST 1, 1996
<TABLE>
<S> <C>
Executive Manager $200 - $250 per hour
Senior Engineer $150 - $200 per hour
Project Developer $100 - $150 per hour
Accounting/Finance Personnel $75 - $125 per hour
Clerical/Administrative $35 - $60 per hour
Out-of-Pocket Expenses At Cost
</TABLE>
