-----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, AsPmomUaUpdE+KSyK7f0xvLvcNZEyb5FnURPuRSizuw4ekN2JoQw7oUV5PejODIL N9cSzOySVaQzfrKe7bKccg== 0001019687-10-000929.txt : 20100310 0001019687-10-000929.hdr.sgml : 20100310 20100310165451 ACCESSION NUMBER: 0001019687-10-000929 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 GROUP MEMBERS: DAVID GELBAUM, TRUSTEE, THE QUERCUS TRUST GROUP MEMBERS: MONICA CHAVEZ GELBAUM, TRUSTEE, THE QUERCUS TRUST GROUP MEMBERS: THE QUERCUS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMOENERGY CORP CENTRAL INDEX KEY: 0000884504 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 710699511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59873 FILM NUMBER: 10671154 BUSINESS ADDRESS: STREET 1: 124 WEST CAPITOL AVENUE STREET 2: SUITE 880 CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013766477 MAIL ADDRESS: STREET 1: 124 WEST CAPITOL AVENUE STREET 2: SUITE 880 CITY: LITTLE ROCK STATE: AR ZIP: 72201 FORMER COMPANY: FORMER CONFORMED NAME: INNOTEK CORPORATION DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quercus Trust CENTRAL INDEX KEY: 0001403463 IRS NUMBER: 552829330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 310-201-7481 MAIL ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D/A 1 thermo_13da-quercus.htm SCHEDULE 13D AMENDMENT thermo_13da-quercus.htm
 

 

 
CUSIP No. 883906406

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

Under the Securities Exchange Act of 1934

ThermoEnergy Corporation
 (Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 
883906406
(CUSIP Number)
 
Joseph P. Bartlett
The Law Offices of Joseph P. Bartlett, A Professional Corporation
1900 Avenue of the Stars, 19th Fl.
Los Angeles, CA 90067
(310) 201-7553
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 
March 3, 2010
(Date of Event which Requires Filing of this Statement)

If the reporting 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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. 883906406
 
(1)
Name of Reporting Person
 
 
S.S. or I.R.S. Identification No. of Above Person
 
David Gelbaum, Trustee, The Quercus Trust
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
 
(A)  x
(B)   o
 
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
 
PF
 
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
(6)
Citizenship or Place of Organization
 
U.S.
 
 
(7)      Sole Voting Power
 
-0-
Number of Shares
(8)      Shared Voting Power
Beneficially Owned
39,867,554
by Each Reporting
 
Person With
(9)       Sole Dispositive Power
 
-0-
   
 
(10)    Shared Dispositive Power
 
39,867,554
 
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
39,867,554
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
(13)
Percent of Class Represented by Amount in Row (11)
 
 
46.4% (1)
 
(14)
Type of Reporting Person (See Instructions)
 
 
IN
 
___________________
(1)           Based on 86,074,720 shares of Common Stock outstanding, calculated in accordance with Rule 13d.

 
2

 
 
CUSIP No. 883906406

 
(1)
Name of Reporting Person
 
 
S.S. or I.R.S. Identification No. of Above Person
 
Monica Chavez Gelbaum, Trustee, The Quercus Trust
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
 
(A)  x
(B)   o
 
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
 
PF
 
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
(6)
Citizenship or Place of Organization
 
U.S.
 
 
(7)      Sole Voting Power
 
-0-
Number of Shares
(8)      Shared Voting Power
Beneficially Owned
39,867,554
by Each Reporting
 
Person With
(9)      Sole Dispositive Power
 
-0-
   
 
(10)    Shared Dispositive Power
 
39,867,554
 
(11)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
39,867,554
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
(13)
Percent of Class Represented by Amount in Row (11)
 
 
46.4% (1)
 
(14)
Type of Reporting Person (See Instructions)
 
 
IN
 
___________________
(1)           Based on 86,074,720 shares of Common Stock outstanding, calculated in accordance with Rule 13d.

 
3

 
 
CUSIP No. 883906406

 
(1)
Name of Reporting Person
 
 
S.S. or I.R.S. Identification No. of Above Person
 
The Quercus Trust
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
 
(A)  x
(B)   o
 
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
 
PF
 
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
(6)
Citizenship or Place of Organization
 
U.S.
 
 
(7 )     Sole Voting Power
 
-0-
Number of Shares
(8)     Shared Voting Power
Beneficially Owned
39,867,554
by Each Reporting
 
Person With
(9)     Sole Dispositive Power
 
-0-
   
 
(10)    Shared Dispositive Power
 
39,867,554
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
39,867,554
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
(13)
Percent of Class Represented by Amount in Row (11)
 
 
46.4% (1)
 
(14)
Type of Reporting Person (See Instructions)
 
 
OO
 
___________________
(1)           Based on 86,074,720 shares of Common Stock outstanding, calculated in accordance with Rule 13d.

 
4

 
 
CUSIP No. 883906406

 
Item 1. 
Security and Issuer

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on December 31, 2007 and prior amendments thereto (the “Prior Schedules”).  Capitalized terms used in this Amendment No. 6 but not otherwise defined herein have the meanings given to them in the Prior Schedules.  Except as otherwise set forth herein, this Amendment No. 6 does not modify any of the information previously reported by the Reporting Persons in the Prior Schedules.
 
Item 4. 
Purpose of Transaction
 
Effective as of March 3, 2010, Mr. David Gelbaum resigned as a member of the Board of Directors of the Issuer (the “Board”).  Pursuant to the right given to the holders of Series B Convertible Preferred Stock to elect four members to the Board, three of which are nominees of the Reporting Persons, Mr. Gelbaum is currently searching for a replacement appointee to fill the vacancy on the Board.

Except as set forth herein and in the Prior Schedules, the Reporting Persons do not have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.   However, the Reporting Persons reserve the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent they deem advisable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Pursuant to the Power of Attorney filed as Exhibit “B” to Amendment No. 1 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum’s Attorney-In-Fact.
 
Item 7. 
Material to Be Filed as Exhibits
 
Exhibit A:                      Agreement Regarding Joint Filing of Amendment No. 6 to Schedule 13D
 

 
5

 

CUSIP No. 883906406

 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties.
 
Dated:  March 10, 2010
/s/ David Gelbaum
 
David Gelbaum, Co-Trustee of The Quercus Trust
   
 
/s/ David Gelbaum , as Attorney-In-Fact for Monica Chavez Gelbaum
 
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
   
 
/s/ David Gelbaum
 
The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
 
 
 
 
 
 
 
 
 

 

 
6

 

CUSIP No. 883906406
 
Exhibit A
 

 
Agreement Regarding Joint Filing of Amendment No. 6 to Schedule 13D
 
 
The undersigned agree that the Amendment No. 6 to Schedule 13D with respect to the Common Stock of ThermoEnergy Corporation is a joint filing being made on their behalf.
 
Dated:  March 10, 2010
/s/ David Gelbaum
 
David Gelbaum, Co-Trustee of The Quercus Trust
   
 
/s/ David Gelbaum , as Attorney-In-Fact for Monica Chavez Gelbaum
 
Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
   
 
/s/ David Gelbaum
 
The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
7

 

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