-----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, HoTxnZWJfk5mDGRhr7hCBf7ePnWLvapf/xZpIZCEgKLQ3dOLhCu4p307vijWC/bx k4hzct3aktHYqfMwbJE1Zg== 0000891554-99-000074.txt : 19990126 0000891554-99-000074.hdr.sgml : 19990126 ACCESSION NUMBER: 0000891554-99-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMODYNETICS INC CENTRAL INDEX KEY: 0000351902 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 061042505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40507 FILM NUMBER: 99512026 BUSINESS ADDRESS: STREET 1: 651 DAY HILL RD STREET 2: P O BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2036832005 MAIL ADDRESS: STREET 1: 651 DAY HILL ROAD STREET 2: PO BOX40 CITY: WINDSOR STATE: CT ZIP: 06095 FORMER COMPANY: FORMER CONFORMED NAME: THERMO KINETICS INC DATE OF NAME CHANGE: 19810607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERRARO JOHN F CENTRAL INDEX KEY: 0000924116 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 8606832005 MAIL ADDRESS: STREET 1: PO BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 17 Thermodynetics, Inc. (Name of Issuer) Common Stock 883622 (Title of Class of Securities) (CUSIP Number) John F. Ferraro (Reporting Person) Kenneth B. Lerman, P.C. 651 Day Hill Road, Windsor, Connecticut 06095-0040 Telephone (860) 285-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 1999 (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. [ ]. (See Rule 13d-7.) (Continued on following pages) Page 1 of 5 CUSIP No. 883622 Schedule 13D Page 2 of 5 ________________________________________________________________________________ 1. Name of reporting person: John F. Ferraro ________________________________________________________________________________ 2. Check the appropriate box if a member of a group. (a) [_] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. Source of funds: AF - Personal Funds of Reporting Person's personal pension plan. ________________________________________________________________________________ 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [_] ________________________________________________________________________________ 6. Citizenship or place of organization: United States ________________________________________________________________________________ 7. Sole voting power: NUMBER OF 2,201,559 SHARES _________________________________________________________________ 8. Shared voting power: BENEFICIALLY 1,523,541 OWNED BY _________________________________________________________________ EACH 9. Sole dispositive power: REPORTING 2,201,559 PERSON _________________________________________________________________ 10. Shared dispositive power: WITH 1,523,541 ________________________________________________________________________________ 11. Aggregate amount beneficially owned by each reporting person: 3,725,100 ________________________________________________________________________________ 12. Check box if the aggregate amount in row (11) excludes certain shares: [_] ________________________________________________________________________________ 13. Percent of class represented by amount in row (11): twenty-five and nine-tenths of one percent (25.9%) ________________________________________________________________________________ 14. Type of reporting person: IN ________________________________________________________________________________ CUSIP No. 883622 Schedule 13D Page 3 of 5 Item 1. Security and Issuer Issuer: Thermodynetics, Inc. (the "Company") Executive Office: 651 Day Hill Road Windsor, Connecticut 06095 Securities: Common Stock, $.01 par value Item 2. Identity and Background Name: a) John F. Ferraro (the "Reporting Person") Address: b) Thermodynetics, Inc. 651 Day Hill Road Windsor, CT 06095 Occupation: c) Chairman, Chief Executive Officer and Secretary of the Company. Convictions: d) None Proceedings: e) None Citizenship: f) Citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration AF-Personal funds of personal pension plan in the amount of $17,600 to exercise options to purchase 320,000 shares reported herein. Item 4. Purpose of Transaction The shares were purchased for investment purposes. The Reporting Person has no intention or desire to gain control of the Company for purposes of liquidation, sale of assets, acquisition or merger. The Reporting Person's personal pension plan has confirmed the same intentions. Item 5. Interest in Securities of the Issuer (a) *3,725,100* shares are beneficially owned by Reporting Person as of the date hereof, which equals twenty-nine and nine-tenths of one percent (29.9%) beneficial ownership. The above includes the beneficial ownership of one-half (1/2) of *166,121* shares of the Company which are held by Pioneer Partners Corp. Reporting Person is an officer and director and 50% share owner of Pioneer Partners Corp. and thus has a 50% beneficial interest in such shares; a second director of the Company has the second 50% interest in such shares. The above includes *166,803* shares now owned by Reporting Person's spouse. The above includes *37,120* shares held in trust for Reporting Person under the Company's 401(k) Plan. The above excludes from beneficial ownership a total of *634,803* shares held for all participating employees in trust by Reporting Person as a trustee along with two other trustees of the Company's 401(k) Plan. Mr. Ferraro contributed certain of his shares of Company stock in accordance with the guidelines to the John F. Ferraro Defined Benefit Pension Plan and Trust which was established in 1984; the aggregate holdings of outstanding shares of Company stock actually issued which are now owned by that pension plan equals 1,050,000 shares; Mr. Ferraro, as trustee of the Plan, has full voting authority over that pension plan's shares; CUSIP No. 883622 Schedule 13D Page 4 of 5 thus that pension plan's shares have been included Mr. Ferraro's above aggregate beneficial ownership calculation. (b) Reporting Person's personal pension plan has the sole power to vote or sell the 320,000 shares beneficially owned. (c) No transactions in the last 60 days from the date hereof or since Reporting Person's most recent Schedule 13D filing date, except for the transaction(s) reported below:
Transaction No. Shares Date Purchase Price ----------- ---------- ---- -------------- Exercise of Stock Option 320,000 January 12, 1999 $0.055 per share by Pension Plan
(d) No other person except Reporting Person's personal pension plan has the right or power to receive proceeds or other benefits from a disposition of the 320,000 shares. (e) Date Reporting Person ceased 5% beneficial ownership: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Relationships with Issuer. Reporting Person is an officer and director, and a greater than ten percent beneficial shareholder of the Issuer. Disclaimer of Group. Because Reporting Person has his own investment, holding and voting criteria and guidelines, the Reporting Person disclaims, in particular, membership in any group which individually includes his spouse, the John F. Ferraro Defined Benefit Pension Plan and Trust, or Mr. Robert A. Lerman. Mr. Lerman also is an officer, director and a greater than ten percent beneficial shareholder of the Issuer. Reporting Person disclaims any beneficial ownership in his spouse's shares and/or the shares of the John F. Ferraro Defined Benefit Pension Plan and Trust, and this filing is not an admission of any claim of ownership or of any pecuniary interest in such shares. Reporting Person disclaims any beneficial ownership in the second director's 50% interest in the 166,121 shares of the Company owned by Pioneer Partners Corp. and this filing is not an admission of any claim of ownership or of any pecuniary interest in such shares. Item 7. Exhibits None. 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. January 19, 1999 - -------------------------------------------------------- (Date) /s/ John F. Ferraro - -------------------------------------------------------- (Signature) John F. Ferraro, Chairman, Secretary, CEO and a Director - -------------------------------------------------------- (Name/Title) CUSIP No. 883622 Schedule 13D Page 5 of 5 The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature. Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----