<![CDATA[ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(a). On March 18, 2008, WorldWater & Solar Technologies Corp. (the "Company")
issued a press release which announced the results of the Company's operations
for the twelve months ended December 31, 2007. A copy of the press release
issued by the Company is attached hereto as Exhibit 99.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
(b). On March 20, 2008, Quentin T. Kelly resigned as the Chief Executive
Officer of the Company. Mr. Kelly will continue as the Company's chairman of the
board of directors. It is also expected that Mr. Kelly will continue to provide
services to the Company, and the board of directors directed the Company's
compensation committee and new Chief Executive Officer to negotiate the terms
for such continued services.
(c). On March 20, 2008, the board of directors appointed Frank W. Smith as the
registrant's Chief Executive Officer. Dr. Smith, age 48, joined the Company as
Chief Operating Officer in February 2007. He previously served as Vice President
of Strategy and Business Development at EMCORE Corporation in 2006, where he
identified target acquisitions, managed the due diligence process and provided
strategic direction for the company. From 1999 to 2005, he served in various
positions including Operations Director at JDS Uniphase, where he managed
several business units, before which he was a Program Manager at Lockheed
Martin. He also was a Manager at MIT's Lincoln Labs, has obtained five patents
under his name and published nearly two dozen articles. Dr. Smith graduated with
a B.S. in Engineering & Applied Science from Yale University and completed a
Masters and Ph.D. in Electrical Engineering & Computer Science from MIT, with a
minor in Business Administration from MIT's Sloan School of Business.
The board of directors directed the Company's compensation committee on
March 20, 2008 to review Dr. Smith's compensation package and to propose to the
board any changes deemed appropriate by the compensation committee.
(e). On March 18, 2008, the Company entered into an Executive Employment
Agreement (the "Agreement") with Robert A. Gunther, the Company's Senior Vice
President and General Counsel. The Agreement provides for a three term and an
annual base salary of $200,000. Mr. Gunther will receive options to purchase
300,000 shares of the Company's common stock under the terms of the Company's
1999 Incentive Stock Option Plan (the "Plan"), subject to the approval of the
Company's stockholders to an increase in the number of authorized shares of
common stock in the Plan. Options to purchase 50,000 shares of common stock will
vest on July 7, 2008 and the balance will vest in 30 equal monthly installments
commencing August 2008 and continuing in each of the next 29 months. A copy of
the Executive Employment Agreement is attached hereto as Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT
NO. DESCRIPTION
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10.1 Executive Employment Agreement, dated March 18, 2008, by and between
WorldWater & Solar Technologies Corp. and Robert A. Gunther.
99.1 Press release issued by the Company on March 18, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
WORLDWATER & SOLAR TECHNOLOGIES CORP.
By: /s/ Larry Crawford
-------------------------------------
Larry Crawford
Chief Financial Officer
Date: March 24, 2008
INDEX TO EXHIBITS
-----------------
EXHIBIT
NO. DESCRIPTION
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10.1 Executive Employment Agreement, dated March 18, 2008, by and between
WorldWater & Solar Technologies Corp. and Robert A. Gunther.
99.1 Press release issued by the Company on March 18, 2008.
EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "AGREEMENT") is executed this
18th day of March, 2008, but is to be effective as of the 7th day of January ,
2008 (the "EFFECTIVE DATE"), by and between WORLDWATER & SOLAR TECHNOLOGIES
CORP., a Delaware corporation (the "COMPANY"), and ROBERT A . GUNTHER, residing
at 104 Wynnedale Road, Narberth, PA 19072 ( "Executive").
Background
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The Company desires to obtain the services of the Executive as Senior Vice
President and General Counsel, and the Executive is willing to render such
services, in accordance with the terms hereinafter set forth.
The Company, by appropriate action, has authorized the employment of the
Executive as provided for in this Agreement.
NOW THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
Term. The initial term (the "INITIAL TERM") of this Agreement shall
----
commence as of the effective date hereof and shall terminate on
JANUARY 6, 2011. Unless terminated as hereinafter provided, this Agreement
shall continue from month to month (each such period, a "RENEWAL TERM") on the
same terms and conditions as in the Initial Term, subject to adjustments as
herein provided (the "EMPLOYMENT TERM").
Employment. The Executive will be employed as Senior Vice President and General
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Counsel of the Company and will perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by persons situated in a similar executive capacity, and as
directed by the Company. Excluding periods of a vacation and sick leave to
which the Executive is entitled, the Executive agrees during the Employment Term
to devote substantially all of his business time to the legal affairs of the
Company and to the duties and responsibilities assigned to the Executive
hereunder by the Company. The Executive may (i) serve on civic or charitable
boards or committees; and (ii) manage personal investments and non-competing
family businesses; so long as any such activities do not interfere with the
performance of the Executive's responsibilities hereunder. Executive shall use
his best efforts to discharge the responsibilities of his office and position as
set forth herein.
3. Compensation. The Company agrees to pay or cause to be paid to the Executive
------------
during the Employment Term a base salary at the initial rate of Sixteen Thousand
Six Hundred Sixty-Six and 67/100 ($16,666.67) per month (i.e., $200,000.00 per
annum) (hereinafter referred to as the "BASE SALARY"). Such Base Salary shall be
payable in accordance with the Company's standard payroll schedule. Such rate of
salary, or increased rate of salary, as the case may be, shall be reviewed at
least annually by the Company.
The Company hereby grants to Executive, subject to the terms of this
Section 3(b) and the terms of the Company's 1999 Incentive Stock Option Plan
(the "PLAN"), options to purchase 300,000 shares of the Company's common stock
under the terms of the Plan (the "OPTIONS"). Executive acknowledges that the
Plan presently does not have sufficient shares to issue the Options, that an
increase in the number of authorized shares in the Plan has been approved by the
Board of Directors and that the issue of an increase in the number of authorized
shares in the Plan will be a subject for stockholder approval at the next
stockholder's meeting. Upon approval of the increase in the number of authorized
shares in the Plan by the Company's stockholders, the Options will be issued
based on the closing bid price of the Company's common stock on the date of
issuance. The Options will become fully vested as follows: (i) Options to
purchase 50,000 shares of the Company's common stock will vest on July 7, 2008;
and (ii) the balance of the Options will vest in 30 equal monthly installments
commencing August 7, 2008 and continuing on the 7th day of the immediately
following 29 months; provided, however, that the vesting of the Options to
Executive hereunder is conditioned upon the continuous employment of Executive
by the Company through the date on which an installment of Options vests. Upon
termination of Executive's employment other than for Cause (as defined in
Section 8 below), Executive may exercise the Options during the 90 day period
following termination of employment; all unexercised Options will be terminated
after such 90 day period. All unexercised Options will immediately terminate
upon the termination of Executive's employment for Cause.
Notwithstanding the provisions of Section 3(b) above, the issuance of
Options to Executive hereunder will be accelerated and payable to Executive in
full upon a Change of Control. For the purposes of this Agreement, the term
"CHANGE OF CONTROL" will mean:
(i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended,
the "Exchange Act") (each referred to as a "PERSON") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of either (a) the then outstanding shares of common stock of the Company
(the "OUTSTANDING COMPANY COMMON STOCK") or (b) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "OUTSTANDING COMPANY VOTING SECURITIES");
provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control: (w) any acquisition
directly from the Company, (x) any acquisition by the Company, (y) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (a), (b) and (c) of subsection (iii) of this Section 3(c); or
(ii) Individuals who, as of the date hereof, constitute the Board (the
"INCUMBENT BOARD") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the
acquisition of assets of another corporation (a "BUSINESS COMBINATION"), in each
case, unless, following such Business Combination, (a) all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (b) no person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 50% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (c) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, for such Business
Combination; or
(iv) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.
4. Employee Benefits. The Executive shall be entitled to participate in all
------------------
employee benefit plans, practices and programs maintained by the Company and
made available to employees generally including, without limitation, all
pension, retirement, profit sharing, savings, medical, hospitalization,
disability, dental, life or travel accident insurance benefit plans. The
Executive's participation in such plans, practices and programs shall be on the
same basis and terms as are applicable to employees of the Company generally.
Executive will be entitled to three weeks vacation per year, no more than two of
which may be taken consecutively without the consent of the Company's Chief
Executive Officer. In addition, Executive shall receive a monthly car allowance
of $700.00, to cover the Executive's operation and insurance of an automobile
for business purposes.
5. Executive Benefits. The Executive shall be entitled to participate in all
-------------------
executive benefit or incentive compensation plans now maintained or
hereafter established by the Company for the purpose of providing compensation
and/or benefits to executives of the Company and any supplemental retirement,
salary continuation, stock option, deferred compensation, supplemental medical
or life insurance or other bonus or incentive compensation plans. Unless
otherwise provided herein, the Executive's participation in such plans shall be
on the same basis and terms as other similarly situated executives of the
Company. No additional compensation provided under any of such plans shall be
deemed to modify or otherwise affect the terms of this Agreement or any of the
Executive's entitlements hereunder.
6. Reimbursement of Expenses. The Executive is authorized to incur expenses
--------------------------
reasonably necessary (consistent with a policy to be established by the Company)
to carry out his duties under this Agreement including, without limitation, the
cost of continuing professional education courses. The Company will reimburse
the Executive for all such expenses upon receipt of an itemized account of such
expenditures, which shall be in accordance with the usual practices of the
Company and in accordance with the annual budget prepared from time to time by
the Company.
7. Termination of Employment. In the event the Company terminates Executive's
--------------------------
employment without Cause (as defined below), or in the event the Company
relocates more than sixty (60) miles from Narberth, Pennsylvania or in the event
of the death of the Executive or if the Executive is permanently disabled or
incapacitated and as a result thereof is and continues to be for a period of
ninety (90) days unable to perform his duties hereunder as determined by mutual
agreement of the Executive and the Company but if no such agreement is reached,
as determined; (a) by a mutually selected Person who is an expert in the type of
disability claimed whose determination shall be final and binding; or (b) if no
such Person is selected, by an arbitrator selected pursuant to the commercial
arbitration rules of the American Arbitration Association, the Executive or, in
the event of the Executive's death, the Executive's estate, shall be entitled to
receive the following amounts earned or accrued hereunder through the date of
termination (the "TERMINATION DATE"), but not paid as of the Termination Date
(collectively, "ACCRUED COMPENSATION"):
(i) (a) Base Salary (reduced by the amount of payments received by Executive
pursuant to the Company's disability insurance program, if any), and (b) an
additional amount equal to Base Salary for the greater of the period remaining
under the then current three year term or six months;
(ii) reimbursement for any and all monies advanced or expenses incurred in
connection with the Executive's employment for reasonable and necessary expenses
incurred by the Executive on behalf of the Company for the period ending on the
Termination Date;
(iii) accrued and unpaid vacation pay;
(iv) any bonuses or incentive compensation earned through the Termination Date,
or to which Executive is entitled in connection with his employment through the
Termination Date;
(v) any previous compensation which the Executive has previously deferred
(including any interest earned or credited thereon, and any bonus or incentive
payments earned under the terms of Sections 4 and 5 of this Agreement which
amounts will be payable upon the payment to other participants in the bonus or
incentive plan).
8. Termination for Cause or Voluntary Termination.
---------------------------------------------------
(a) If Executive's employment is terminated by the Company for Cause (as
herein defined), the Executive shall be entitled to receive Accrued
Compensation, other than the amounts described in Sections 7(i)(b) and 7(iii),
and all other obligations of the Company under this Agreement shall cease.
(b) If Executive voluntarily terminates his employment with the Company,
the Executive shall be entitled to receive Accrued Compensation, other than the
amounts described in Sections 7(i)(b), and all other obligations of the Company
under this Agreement shall cease.
(c) For purposes of this Agreement, the term "Cause" shall mean that the
Executive shall have: (i) committed any act of fraud, embezzlement or theft in
connection with his duties hereunder, (ii) committed any intentional act that
has a material adverse impact on the Company or its affiliates, (iii) engaged in
any gross misconduct, or (iv) breached in any material respect the material
provisions of paragraph 9 or 10 of this Agreement.
9. Non-Competition; Confidentiality.
---------------------------------
(a) In the event Executive is terminated for Cause or Executive voluntarily
terminates this Agreement, for a period expiring two (2) years after the
termination of this Agreement, Executive shall not engage in any of the
following activities:
(i) Solicit Employees. Solicit to employ any employee of the Company or any
------------------
affiliate thereof while such Person is employed by any of them;
(ii) Interfere with Contracts. Either on its own account or for any other
--------------------------
Person, solicit, induce, attempt to induce with, or endeavor to cause any Person
(including without limitation any broker, customer, governmental authority,
subcontractor, or supplier) to modify, amend, terminate, or otherwise alter any
contract or arrangement that such Person has with the Company or any affiliate
thereof with respect to the business of the Company; and
For a period expiring two (2) years after the termination of Executive's
employment with the Company, for any reason, Executive agrees to keep
confidential any and all confidential and non-public Company documents, trade
secrets and other information including, but not limited to, patent work,
engineering drawings, product designs, research and development results, client
lists, pricing strategy, product cost data, proprietary technical information,
corporate policies and procedures, and corporate marketing and financial plans
and strategies. In the event of the termination of Executive's employment for
any reason, Executive shall promptly return all documents and all other Company
property in Executive's possession related to any of the items described in this
paragraph.
If a court of competent jurisdiction determines that the provisions of this
Section 9 are partially or wholly inoperative, invalid or unenforceable in a
particular case because of their duration, geographical scope, restricted
activity, or other parameter, such court may reform such duration, geographical
scope, restricted activity or other parameter with respect to such case to
permit enforcement of such reformed provision to the greatest extent allowable.
10. Company Property. Executive agrees that any and all development
-----------------
techniques or other products or processes relating to the Company's business
which the Executive may create, make, discover, introduce or invent while
retained by the Company hereunder, shall belong to and be the sole property of
the Company. Executive agrees promptly and fully to disclose the same to the
Company and to assign all rights thereto to the Company immediately.
11. Injunctive Relief. The Executive agrees that the remedy at law for any
-----------------------
breach of the provisions of Sections 9 and 10 hereof will be inadequate and that
the Company shall be entitled to injunctive relief in addition to any other
remedy it may have.
12. Survival. The parties hereby agree that the provisions of Sections 6, 7,
-------------
8,9, 10 and 11 hereof and of this Section 12 shall survive the termination of
this Agreement.
Any compensation, bonuses and benefits that have been earned prior to the
termination date of this Agreement in accordance with the provision of this
Agreement or any compensation or benefit plan shall be payable or provided
thereafter in accordance with the original terms for payment of such
compensation or bonus or provision of such benefits in accordance with the
provision of this Agreement or any such compensation or benefit plan.
13. Successors and Assigns.
-----------------------------
(a) This Agreement shall be binding upon and shall inure to the benefit of
the Company, its successors and assigns and the Company shall require any
successor or assign to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. The term
"COMPANY" as used herein shall include such successors and assigns. The term
"SUCCESSORS AND ASSIGNS" as used herein shall mean a corporation or other entity
acquiring all or substantially all the assets and business of the Company
(including this Agreement) whether by operation of law or otherwise.
(b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal personal representative.
14. Notice. For the purposes of this Agreement, notices and all other
------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the respective
addresses last given by each party to the other, provided that all notices to
the Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company. All notices and communications shall be deemed to have
been received on the date of delivery thereof or on the third business day after
the mailing thereof, except that notice of change of address shall be effective
only upon receipt.
15. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
-------------------------
the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company or any of its
subsidiaries and for which the Executive may qualify, nor shall anything herein
limit or reduce such rights as the Executive may have under any other agreements
with the Company or any of its subsidiaries. Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan or
program of the Company or any of its subsidiaries shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.
16. Miscellaneous. No provision of this Agreement may be modified, waived or
-------------
discharged unless such wavier, modification or discharge is agreed to in writing
and signed by the Executive and the Company after authorization of the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreement or representation, oral or otherwise, express or implied,
with respect to the subject matter hereof has been made by either party which is
not expressly set forth in this Agreement.
17. Person. For purposes of this Agreement, "Person" shall mean any individual,
------
partnership, limited liability company, corporation, joint venture, trust,
business trust, cooperative or association or any foreign trust or foreign
business organization, and the heirs, executors, administrators, legal
representatives, successors, and assigns of such Person where the context so
permits or requires.
18. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the law of the State of New Jersey without
giving effect to the conflict of law principles thereof.
19. Severability. The provisions of this Agreement shall be deemed severable and
------------
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
20. Entire Agreement. This Agreement constitutes the entire agreement between
-----------------
the parties hereto and supersedes all prior agreements, if any, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof, including, without limitation, any agreement between
the Company and Executive, verbal or written, which is hereby terminated in its
entirety.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.
/s/ Robert A. Gunther
---------------------
Robert A. Gunther
WORLDWATER & SOLAR
TECHNOLOGIES CORP.
By: /s/ Quentin T. Kelly
--------------------------
Quentin T. Kelly
Chairman & CEO
EXHIBIT 99.1
[WORLDWATER & SOLAR TECHNOLOGIES CORP. LOGO]
[GRAPHIC OMITED]
----------------------------------------------
FOR RELEASE ON 3/18/08 AT 3:01 A.M. EDT
---------------------------------------
WORLDWATER & SOLAR TECHNOLOGIES ANNOUNCES
FOURTH QUARTER RESULTS
Reports Record Annual Revenue of $18.5 Million;
Strong Balance Sheet to Support Growth in 2008
EWING, N.J. - March 18, 2008 - WorldWater & Solar Technologies Corp. (OTC BB:
WWAT.OB), developer and marketer of proprietary high-horsepower solar systems,
today announced results for the fourth quarter and twelve months ended December
31, 2007.
Revenue for the fourth quarter was $10.9 million, compared with $7.1 million
reported in the fourth quarter of 2006 and $4.4 million in the third quarter of
2007. The increase in revenue was due primarily to the addition of several
large contracts, including the Fresno Yosemite Airport. Some projects,
however, including the Denver International Airport, were delayed due to
logistical issues related to permitting and client finalization. Gross profit
for the quarter was $0.6 million, versus $0.9 million in the prior-year
period. Gross profit, and gross margins, were impacted by contract timing
and startup costs tied to certain large projects currently underway.
The Company's net loss attributable to common shareholders for the fourth
quarter of 2007 was $5.7 million, or $(0.03) per share, compared to a loss of
$6.5 million, or $(0.04) per share, in the fourth quarter of 2006.
The 2007 fourth quarter reflects additional investments in R&D, marketing,
and operations to support WorldWater's strategic growth initiatives.
For the twelve months ended December 31, 2007, WorldWater reported revenue of
$18.5 million, compared with $17.3 million in 2006. Gross profit for the year
was $1.7 million, versus $2.7 million in 2006. The net loss attributable to
common shareholders for 2007 was $14.4 million, or $(0.09) per share, compared
to a loss of $15.1 million, or $(0.11) per share, last year. In total, the
Company installed 2.6 megawatts in 2007, versus 2.4 megawatts in 2006 and 275
kilowatts in 2005.
"2007 was, as expected, a pivotal year for WorldWater & Solar Technologies,"
said Chairman Quentin T. Kelly. "We recorded our highest revenue ever - $18.5
million - and won some very large contracts, including innovative solar
installations for the Denver International Airport and Fresno Yosemite
Airport. In addition, we expanded our offices, hired critical staff, and
signed letters of intent for a number of next-generation solar farms in
Europe.
"More recently, since the start of 2008, we have seen several important events
take place. We closed the acquisition of ENTECH, raised $35 million in funds
from the Quercus Trust, and added key members to our Board of Directors -
including David Gelbaum, the highly-regarded head of Quercus. These
achievements bolster the company's long-term growth outlook and solidify our
leadership position in large, complex solar solutions. We now have ample funds
to complete our 50 MW production line for ENTECH modules in Texas, and
we hope to have this operation up and running in the next few quarters.
"We are also now in the process of finalizing many projects previously
announced, while actively bidding on a plethora of new opportunities in the
placecountry-regionU.S. and abroad. We are seeing a significant number of
projects that can leverage our ENTECH technology, and we anticipate these
contracts will accelerate growth later this year. As for our already-announced
letters of intent in Italy and Spain, we continue to wait for certain
legislative issues to be resolved before the contracts can be concluded. In
Italy, our 3.25 megawatt farm is moving forward but has seen delays tied to new
legal requirements regarding photovoltaic applications. Likewise, in Spain, our
projects - both the 3 MW solar farm in Aragon and the initial 10 MW one in Lorca
- still await a decision by the Spanish Government on the exact incentive scheme
(feed-in tariff) for solar power. As previously disclosed, the current feed-in
tariff of 44 Euro cents per kilowatt hour is set to expire at the end of
September, and the new government is now determining the feed-in tariff values
going forward. While we cannot estimate the exact timing for the new tariff
determination, which is out of our control, we remain optimistic that progress
with our projects can soon be made, particularly given our representation in
Spain and Italy and the overall strong support for alternative energy generation
in Europe. WorldWater is strongly positioned for any contracts with our
cost-efficient, ENTECH technology, whether or not the incentives are changed.
"In the meantime, we continue to bid on a record number of RFPs. With our
recent capital infusion from the Quercus Trust and completion of the ENTECH
acquisition, WorldWater enters 2008 better prepared than ever to take advantage
of the many opportunities available to us. Given the many variables affecting
our industry, however, we have determined that providing guidance is, for the
time being, impractical. Whether the projects be small, like the sale of 12
Mobile MaxPure units destined for use by farmers in country-regionplaceIraq, or
large projects such as complete energy systems for airports and solar farms, it
is commonplace for governments and commercial enterprises to face interruptions
or delays that have nothing to do with our products, technology, or service.
"We are very excited about the future for the company, both in 2008 and beyond.
We appreciate our shareholders' commitment and patience. With our extensive
pipeline of projects, cutting-edge technology, and dedicated staff, we expect
the coming years to provide long-term, attractive returns for our investors."
ABOUT WORLDWATER & SOLAR TECHNOLOGIES CORP:
WorldWater & Solar Technologies Corporation is a full-service, international
solar electric engineering and water management company with unique,
high-powered and patented solar technology that provides solutions to a broad
spectrum of the world's electricity and water supply problems. For more
information about WorldWater & Solar Technologies Corp., visit the website at
www.worldwater.com.
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FORWARD LOOKING STATEMENTS:
Except for historical information contained herein, this document contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks
and uncertainties that may cause the Company's actual results or outcomes to be
materially different from those anticipated and discussed herein. Further, the
Company operates in industries where securities values may be volatile and may
be influenced by regulatory and other factors beyond the Company's control.
Other important factors that the Company believes might cause such differences
are discussed in the risk factors detailed in the Company's 10-KSB and its
quarterly reports on Form 10-QSB both as filed with the Securities and Exchange
Commission, which include the Company's cash flow difficulties, dependence on
significant customers, and rapid development of technology, among other risks.
In assessing forward-looking statements contained herein, readers are urged to
carefully read all cautionary statements contained in the Company's filings with
the Securities and Exchange Commission.
###
WORLDWATER & SOLAR TECHNOLOGIES CONTACT: Jessie Sullivan
(609) 818-0700 ext. 20
JSullivan@worldwater.com
PRESS CONTACT: Amy Copeman
(609) 818-0700 ext. 58
ACopeman@worldwater.com
INVESTOR RELATIONS CONTACT: Chris Witty
(646) 438-9385
cwitty@darrowir.com
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</TEXT>
</DOCUMENT>]]>
