-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IyDTrE8s8F9qC/jC//h9q4PI5hvaGyMzk8Ab6BzfE5UNLEI8jDlkQFobyIFlee0T GRJ+HiqUKdQ6LgG9isM45A== 0000905718-02-000417.txt : 20021121 0000905718-02-000417.hdr.sgml : 20021121 20021121154001 ACCESSION NUMBER: 0000905718-02-000417 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDWATER CORP CENTRAL INDEX KEY: 0000811271 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 330123045 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40207 FILM NUMBER: 02836136 BUSINESS ADDRESS: STREET 1: PENNINGTON BUSINESS PARK STREET 2: 55 ROUTE 31 SOUTH CITY: PENNINGTON STATE: NJ ZIP: 08534 BUSINESS PHONE: 6098180700 MAIL ADDRESS: STREET 1: PENNINGTON BUSINESS PARK STREET 2: 55 ROUTE 31 SOUTH CITY: PENNINGTON STATE: NJ ZIP: 08534 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN BEVERAGE COMPANY DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOLEDANO UDI CENTRAL INDEX KEY: 0001025683 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ANDROMEDA ENTERPRISES INC STREET 2: 545 MADISON AVE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127506410 MAIL ADDRESS: STREET 1: ANDROMEDA ENTERPRISE INC STREET 2: 545 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 amnt1_13dworldwater.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* WORLDWATER CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 98155N 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) Udi Toledano with a copy to: c/o Millennium 3 Opportunity Fund, LLC Edward M. Zimmerman, Esq. 4 Becker Farm Road Lowenstein Sandler PC Roseland, New Jersey 07068 65 Livingston Avenue (973) 992-3200 Roseland, New Jersey 07068 (973) 597-2568 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule l3d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). - -------------------------------------------------------------------------------- CUSIP NO. 98155N 10 6 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Udi Toledano - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions):WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0 Shares Beneficially 8) Shared Voting Power: 5,952,429* Owned by Each Reporting 9) Sole Dispositive Power: 0 Person With: 10) Shared Dispositive Power: 5,952,429* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,952,429** - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 10.8%** - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *This is a joint filing by Udi Toledano ("Toledano") and Fred S. Fraenkel ("Fraenkel"). Toledano and Fraenkel share voting and investment control over all securities owned by Millennium 3 Opportunity Fund, LLC, a Delaware limited liability company (the "Fund"). The interest of each of Toledano and Fraenkel in the securities described in this Schedule is limited to the extent of his pecuniary interest in the Fund. - -------------------------------------------------------------------------------- **Consists of (i) 2,381,000 shares of Common Stock issuable upon exercise of warrants owned by the Fund and exercisable within 60 days and (ii) 3,571,429 shares of Common Stock issuable upon conversion of the 10% Convertible Notes Due 2005 owned by the Fund and convertible within 60 days. - -------------------------------------------------------------------------------- CUSIP NO. 98155N 10 6 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Fred S. Fraenkel - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions):WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 0 Shares Beneficially 8) Shared Voting Power: 5,952,429* Owned by Each Reporting 9) Sole Dispositive Power: 0 Person With: 10) Shared Dispositive Power: 5,952,429* - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 5,952,429** - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 10.8%** - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- *This is a joint filing by Toledano and Fraenkel. Toledano and Fraenkel share voting and investment control over all securities owned by the Fund. The interest of each of Toledano and Fraenkel in the securities described in this Schedule is limited to the extent of his pecuniary interest in the Fund. - -------------------------------------------------------------------------------- **Consists of (i) 2,381,000 shares of Common Stock issuable upon exercise of warrants owned by the Fund and exercisable within 60 days and (ii) 3,571,429 shares of Common Stock issuable upon conversion of the 10% Convertible Notes Due 2005 owned by the Fund and convertible within 60 days. Udi Toledano ("Toledano") and Fred S. Fraenkel ("Fraenkel" and together with Toledano, the "Reporting Persons") hereby amend the Schedule 13D (the "Schedule 13D") of WorldWater Corp. (the "Issuer") relating to the shares of common stock, par value $.001 per share (the "Common Stock"), of the Issuer as follows: Item 3. Source and Amount of Funds or Other Consideration The securities referred to in this Schedule were purchased with working capital of the Fund. The aggregate amount of funds used in making the purchases reported on this Schedule 13D was $250,000. Item 4. Purpose of Transaction The securities referred to in this Schedule were acquired for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. The securities referred to in this Schedule were acquired in the ordinary course of business and the Fund is holding the securities for the benefit of its investors. Pursuant to the terms of a Securities Purchase Agreement dated as of November 8, 2002, between the Issuer and the Fund ("Purchase Agreement"), the Fund has the right to acquire up to an additional $2,000,000 in principal amount of 10% Convertible Notes Due 2005, which if fully converted would be convertible into 14,285,715 shares of Common Stock, and additional Warrants, which if fully exercised would be exercisable for 9,524,000 shares of Common Stock. If the full amount is invested, including amounts already invested, the Fund would own approximately 37.7% of the outstanding shares of Common Stock of the Issuer. Pursuant to the terms of an Investor Rights Agreement dated as of November 8, 2002 among the Issuer, certain existing stockholders of the Issuer, and the Fund (the "Investor Rights Agreement"), the Fund has right, but not the obligation, to designate one member of the Issuer's board of directors, who shall also serve on the Issuer's compensation committee and executive committee. The Reporting Persons have no present intention to designate a director pursuant to the Investor Rights Agreement. Except for the right to acquire additional notes and warrants as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer Based upon the Company's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2002, as of November 13, 2002, there were 49,271,302 shares of Common Stock issued and outstanding. As of the close of business on November 20, 2002, the Reporting Persons beneficially owned warrants to purchase 2,381,000 shares of Common Stock and 10% Convertible Notes Due 2005 convertible into 3,571,429 shares of Common Stock. This constitutes, assuming the exercise of all of the warrants and conversion of all of the notes beneficially owned by the Fund, an aggregate of approximately 10.8% of the outstanding shares of Common Stock of the Issuer. The Reporting Persons have shared power to vote and dispose of all such shares. During the past 60 days, the Fund purchased an aggregate of $500,000 in principal amount of 10% Convertible Notes Due 2005, convertible within 60 days for 3,571,429 shares of Common Stock, and warrants to purchase an aggregate of 2,381,000 shares of Common Stock, exercisable within 60 days. Half of these securities were purchased on November 8, 2002 and half were purchased on November 20, 2002. All such purchases were effected pursuant to the terms of the Purchase Agreement. Other than the Reporting Persons and persons invested in the Fund, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities referred to in this Schedule. Item 7. Material to be filed as exhibits 99.4 Joint Filing Agreement dated as of November 21, 2002, by and between Udi Toledano and Fred S. Fraenkel EXHIBIT INDEX 99.4 Joint Filing Agreement dated as of November 21, 2002 by and between Udi Toledano and Fred S. Fraenkel SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. November 21, 2002 /s/ Udi Toledano Udi Toledano /s/ Fred S. Fraenkel Fred S. Fraenkel ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). EXHIBIT INDEX 99.4 Joint Filing Agreement dated as of November 21, 2002 by and between Udi Toledano and Fred S. Fraenkel EX-99 3 exh994amnt.txt Exhibit 99.4 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D filing herewith relating to securities of WorldWater Corp. is filed jointly on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: November 21, 2002 /s/ Udi Toledano Udi Toledano /s/ Fred S. Fraenkel Fred S. Fraenkel -----END PRIVACY-ENHANCED MESSAGE-----