-----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, EEMh8N6a3gBfjSUznpRaTZoo+h2up1e6KAQTPaRgTdHxWK/euZtYCU2I80NCPleK mGeMuzIgTM9Llb52Uhe4ew== 0001137403-02-000018.txt : 20020414 0001137403-02-000018.hdr.sgml : 20020414 ACCESSION NUMBER: 0001137403-02-000018 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020208 GROUP MEMBERS: KUEKENHOF EQUITY FUND L.P. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-40207 FILM NUMBER: 02531243 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: KUEKENHOF PARTNERS LP CENTRAL INDEX KEY: 0001166527 IRS NUMBER: 223263001 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 22 CHRUCH ST STREET 2: STE 5 CITY: RAMSEY STATE: NJ ZIP: 07446 BUSINESS PHONE: 2019951950 MAIL ADDRESS: STREET 1: 22 CHURCH ST STREET 2: STE 5 CITY: RAMSEY STATE: NJ ZIP: 07446 SC 13D 1 doc1.txt OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden Hours per response 14.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* __________________________WorldWater Corp._________________________ (Name of Issuer) ___ Common Stock, $0.001 per share__________________ (Title of Class of Securities) __________ 98155N 10 6_________________________ (CUSIP Number) Stephen A. Salvo, Esquire Salvo, Russell, Fichter & Landau 510 Township Line Road, Suite 150 Blue Bell, Pennsylvania 19422 ____________________________215-653-0110____________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _____________________ January 10, 2002__________________________ (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 240.13d-7 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). ____ Kuekenhof Partners L.P.; 22-3263001_____ - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ____X____ (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) ________________ - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization New Jersey - ------------------------------------------------------------------------------ Number of 7. Sole Voting Power 1,667,000 Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power 0 Owned by ------------------------------------------------------------ Each 9. Sole Dispositive Power 1,667,000 Reporting ------------------------------------------------------------ Person With 10. Shared Dispositive Power 0 - ---------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,667,000(*) - ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________ - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.5 percent - ----------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IV, PN - ----------------------------------------------------------------------------- (*)Includes 833,500 shares of common stock and warrants to purchase 833,500 shares of common stock. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). _____Kuekenhof Equity Fund L.P.; 22-3643388____ - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ____X____ (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) ________________ - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ Number of 7. Sole Voting Power 1,667,000 Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power 0 Owned by ------------------------------------------------------------ Each 9. Sole Dispositive Power 1,667,000 Reporting ------------------------------------------------------------ Person With 10. Shared Dispositive Power 0 - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,667,000(*) - ----------------------------------------------------------------------------- (*) Includes 833,500 shares of common stock and warrants to purchase 833,500 shares of common stock. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________ - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.5 percent - ----------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IV, PN Item 1. Security and Issuer This statement relates to the common stock, $0.001 par value per share, of WorldWater Corp. (the "Issuer"); the address of their executive offices is: Pennington Business Center, 55 Route 31 South, Pennington, New Jersey 08534. Item 2. Identity and Background This statement is filed by the following: (i) Kuekenhof Partners L.P., is a New Jersey limited partnership; and Kuekenhof Equity Fund, L.P., is a Delaware limited partnership. The business address of both entities is 22 Church Street, Suite 5, Ramsey, New Jersey 07446. During the last five years, Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which either is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or resulting in a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. each purchased the shares and warrants with investment capital for the total amount of $250,050. ($125,025. from each fund). Item 4. Purpose of Transaction The shares of Common Stock of the Issuer deemed to be beneficially owned by Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. are being held for investment purposes. The shares of the Common Stock of the Issuer were acquired by Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. for investment purposes and not for the purpose of acquiring control of the Issuer. Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. may in the future directly acquire shares of the Common Stock in open market or private transactions, block purchases or otherwise. Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. may acquire additional shares of Common Stock or continue to hold or dispose of all or some of the shares reported herein from time to time, in each case in open market or private transactions, block sales or purchases or otherwise. The Reporting Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and formulate plans or proposals with respect thereto, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer As of the close of business on January 10, 2002, Kuekenhof Partners L.P. beneficially owns 833,500 shares of the common stock of the Issuer and 833,500 warrants to purchase an aggregate of 833,500 shares of the common stock of the Issuer at an exercise price of $0.15 per share of common stock; and Kuekenhof Equity Fund L.P. beneficially owns 833,500 shares of the common stock of the Issuer and 833,500 warrants to purchase an aggregate of 833,500 shares of the common stock of the Issuer at an exercise price of $0.15 per share of common stock. This constitutes; which, assuming the exercise by Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. of all of the warrants described above, represents an aggregate of 9.0% of the outstanding shares of common stock of the Issuer. Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. have the sole power to vote and dispose of all such shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Stock Purchase Agreement dated as of December 31, 2001 by and among Kuekenhof - -------------------------------------------------------------------------------- Partners L.P. and Kuekenhof Equity Fund L.P. as Purchasers and WorldWater Corp. - -------------------------------------------------------------------------------- as Seller. - ----------- Item 7. Material to Be Filed as Exhibits Exhibit 1 - Stock Purchase Agreement described in Item 6. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 5, 2002 Kuekenhof Partners, L.P. By: ___/s/ Michael C. James_______ Signature Name: Michael C. James Title: Sole member of Kuekenhof Capital Management LLC Sole General Partner of Kuekenhof Partners L.P. - ------------------------------------------------------------------------------- Date: February 5, 2002 Kuekenhof Equity Fund L.P. By: ____/s/ Michael C. James_________ Signature Name: Michael C. James Sole member of Kuekenhof Capital Management LLC Sole General Partner of Kuekenhof Equity Fund L.P. Exhibit 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of December 31, 2001, by and among Kuekenhof Partners L.P. and Kuekenhof Equity Fund L.P. (each a "PURCHASER" and collectively, the "PURCHASERS"), and WorldWater Corp., a Delaware corporation (the "SELLER"). R E C I T A L: ------------- WHEREAS, the Purchasers desire to purchase from Seller, and Seller desires to sell to Purchasers, shares of common stock (the "COMMON STOCK") of the Company, and the Company wishes to issue to Purchasers warrants to purchase Common Stock (the "WARRANTS"), on the terms set forth herein. A G R E E M E N T: ------------------ NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Sale of Shares and Grant of Warrants. 1.1. Purchase and Sale of Shares. Seller hereby sells to each Purchaser, and such Purchaser hereby purchases from Seller, that number of shares (the "SHARES") of Common Stock of the Company set forth opposite the name of such Purchaser on Schedule I hereto, in consideration of (i) the delivery by such Purchaser to Seller of a check payable to the order of Seller or wire transfer in an amount equal to $0.15 per Share, and (ii) the delivery by Seller to such Purchaser of a certificate evidencing the Shares duly endorsed for transfer thereon or by means of duly executed stock powers attached thereto, which certificates will be issued by the Company s stock transfer agent promptly after Closing. 1.2. Grant of Warrants. Upon the Closing, Seller shall grant to each Purchaser that number of Warrants set forth opposite the name of such Purchaser on Schedule I hereto. Each Warrant will permit the Purchasers to purchase one Share at any time during the five year period following Closing at an exercise price of $0.15 per Share. Notwithstanding the foregoing, the Company may require the exercise of Warrants for an amount up to $100,000 on or before March 1, 2002 in the event the Company has received: (i) the initial funding of a grant from the United States Trade and Development Agency; or (ii) the initial funding for the Company's Ronda (Cebu), Philippines, community project, and an additional $150,000. in ensuing months after certain other milestones have been attained. 1.3. The Closing. The purchase and sale of the Shares shall take place at the offices of the Company on the date hereof, or at such other location and time as Seller and Purchasers mutually agree (which time and place are designated as the "CLOSING"). At the Closing, upon payment for the Shares pursuant to Section 1.1 hereof, Seller shall arrange for the delivery to each Purchaser at the earliest availability a certificate representing the Shares against delivery to Seller of a check or via wire transfer in the amount of the purchase price therefor. The obligations of each Purchaser to consummate the purchase of the Shares at the Closing is subject to the truth and accuracy of the representation and warranties of Seller in Section 2 below. 2. Representations and Warranties of Seller. Seller hereby represents and warrants to each Purchaser that: 2.1 Issuance of the Shares. The Shares, upon issuance in accordance with the terms of this Agreement, shall be fully paid and nonassessable, free and clear of all pledges, liens, encumbrances, security interests, claims and restrictions (other than as described in Section 4.3). 2.2 Governmental Consents. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with, any federal, regional, state or local governmental authority on the part of Seller is required in connection with the consummation of the transactions contemplated by this Agreement. 2.3 Litigation. There are no claims before any governmental entity or arbitrator pending or, to Seller's knowledge, currently threatened against or with respect to Seller relating to or affecting the Shares, which question the validity of this Agreement or any action taken or to be taken by Seller in connection herewith, or which might result in any impairment of the right or ability of Seller to enter into or perform his obligations under this Agreement. 3. Requests for Registration. At any time during the five year period following the date of this Agreement, the Purchasers may request registration under the Securities Act of 1933, as amended (the "ACT"), of all or any part of their Shares. The Company will use its best efforts to qualify for registration on Form SB-3, S-3 or any comparable or successor form or forms and shall file a registration statement within 60 days of Purchaser's request for registration; provided, that the Company shall not be required to effect more than two registrations pursuant to this Agreement during any twelve-month period (and no more than one in any six-month period). 4. Representations and Warranties of Purchaser. Each Purchaser hereby represents and warrants to, and agrees with, Seller that: 4.1 Litigation. There are no claims before any governmental entity or arbitrator pending or, to such Purchaser's knowledge, currently threatened against or with respect to such Purchaser relating to or affecting the Shares, which question the validity of this Agreement or any action taken or to be taken by such Purchaser in connection herewith, or which might result in any impairment of the right or ability of such Purchaser to enter into or perform his or its obligations under this Agreement. 4.2 Awareness of Company Performance. Such Purchaser acknowledges that (i) he or it has received and reviewed the Company's financial statements (a) as of and for the year ended December 31, 2000 and (b) as of and for the nine-month period ended September 30, 2001, (ii) he or it has received or has had full access to all the information such Purchaser considers necessary or appropriate to make an informed decision with respect to the purchase of the Shares pursuant to this Agreement, and (iii) he or it has had an opportunity to ask questions and receive answers from Seller regarding the Company's financial performance and to obtain additional information (to the extent Seller possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Purchaser or to which such Purchaser had access. 4.3 Restricted Securities. Such Purchaser understands that (i) the Shares and the Warrants are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from Seller in a transaction not involving a public offering, (ii) under such laws and applicable regulations such securities may be resold without registration under federal and state securities laws only in certain limited circumstances, and (iii) the Company may require a legal opinion of such Purchaser's counsel with respect to unregistered transfers. 4.4 Accredited Investor. Such Purchaser represents that he or it is an "Accredited Investor" within the meaning of Regulation D promulgated under the Act. 4.5 Legends. Such Purchaser understands that the certificates evidencing the Shares and the Warrants will bear substantially the following legends: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH SECURITIES ACT." 4.6 Investment Purposes. The Shares will be acquired for investment for such Purchaser's own account, not as a nominee or agent, an not with a view to the public resale or distribution thereof within the meaning of the federal or state securities laws, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Purchaser further represents that he or it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. 5. Miscellaneous. 5.1 Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the sale and purchase contemplated hereby. 5.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New Jersey. 5.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.4 Severability. The invalidity of any portion hereof shall not affect the validity, force, or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, the parties agree that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law against those for whom it may be enforceable, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. 5.5 Further Assurances. The parties hereto shall, without additional consideration, execute and deliver or cause to be executed and delivered such further instruments and shall take or cause to be taken such further actions as are necessary to carry out more effectively the intent and purpose of this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. PURCHASERS: - ---------- KUEKENHOF PARTNERS L.P. By: _____/s/ Michael C. James_____________ Michael C. James Sole member of Kuekenhof Capital Management LLC Sole General Partner of Kuekenhof Partners L.P. KUEKENHOF EQUITY FUND L.P. By: _____/s/ Michael C. James _ Michael C. James Sole member of Kuekenhof Capital Management LLC Sole General Partner of Kuekenhof Equity Fund L.P. SELLER: - ------ WORLDWATER CORP. By: __/s/ Quentin T. Kelly__________ Quentin T. Kelly Chairman and CEO Schedule 1 Name of Purchaser Number of Shares Being Purchased Kuekenhof Partners L.P. 833,500 Kuekenhof Equity Fund L.P. 833,500 Name of Purchaser Number of Warrants Granted Kuekenhof Partners L.P. 833,500 Kuekenhof Equity Fund L.P. 833,500 -----END PRIVACY-ENHANCED MESSAGE-----