-----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, LVre2mtj1wDLBJpZPQ5Iob3Ls28cS5LHqSn6xhny3WbWJF1adEI95PWCEYEkcS8J Ai8qNfELCX78mmRBqSo7Qw== 0000891554-99-001894.txt : 19991018 0000891554-99-001894.hdr.sgml : 19991018 ACCESSION NUMBER: 0000891554-99-001894 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991006 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 SEC ACT: SEC FILE NUMBER: 005-40507 FILM NUMBER: 99723721 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: LERMAN ROBERT A CENTRAL INDEX KEY: 0000924119 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 8606832005 MAIL ADDRESS: STREET 1: 651 DAY HILL RD STREET 2: PO BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095-0040 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 21 Under the Securities Exchange Act of 1934 Thermodynetics, Inc. (Name of Issuer) Common Stock 883622 (Title of Class of Securities) (CUSIP Number) Robert A. Lerman (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) October 1, 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: Robert A. Lerman ________________________________________________________________________________ 2 Check the Appropriate Box If a Member (a) [_] of a Group. (b) [X] ________________________________________________________________________________ 3 SEC Use Only ________________________________________________________________________________ 4 Source of Funds: SC--Company whose securities are being issued ________________________________________________________________________________ 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 2,642,677 Shares _________________________________________________________________ Beneficially 8 Shared Voting Power: Owned by Each 1,434,408 Reporting _________________________________________________________________ Person With: 9 Sole Dispositive Power: 2,642,677 _________________________________________________________________ 10 Shared Dispositive Power: 1,434,408 ________________________________________________________________________________ 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 4,321,610 ________________________________________________________________________________ 12 Check Box If the Aggregate Amount [_] in Row (11) Excludes Certain Shares: ________________________________________________________________________________ 13 Percent of Class Represented Amount in Row (11): thirty-two and six-tenths of one percent (32.6%) ________________________________________________________________________________ 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) Robert A. Lerman (the "Reporting Person") Address: b) Thermodynetics, Inc. 651 Day Hill Road Windsor, CT 06095 Occupation: c) President 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 SC- The Company, by its Board of Directors, adopted resolutions authorizing the Company to grant shares of its common stock, par value $.01 per share, which shares are valued at $0.04 per share. Such shares were issued on the Date of Event. Item 4. Purpose of Transaction The Reporting Person has no intention or desire to gain control of the Issuer for purposes of liquidation, sale of assets, acquisition or merger. The Reporting Person may from time to time purchase additional shares through open market purchases, and stock options presently outstanding. Item 5. Interest in Securities of the Issuer (a) *4,321,610* shares are beneficially owned by Reporting Person as of the date hereof, which equals thirty-two and six-tenths of one percent (32.6%) 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% shareowner 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 *244,525* shares owned by Reporting Person's Spouse. The above includes *59,468* 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. The Robert A. Lerman Money Purchase Plan and Trust, established in 1988, owns 1,291,880 shares; Mr. Lerman, as trustee of that pension plan, has full voting authority over that pension plan's shares; thus such shares have been included in Mr. Lerman's above aggregate beneficial ownership calculation. CUSIP No. 883622 Schedule 13D Page 4 of 5 (b)(i) Reporting Person has the sole voting and dispositive power over 2,642,677 shares. The above includes 694,495 shares currently registered in the Reporting Person's name which are issued and outstanding; and 1,948,182 option shares not yet exercised. Shares underlying all unexercised options cannot be voted. (ii) Reporting Person has shared voting and dispositive power over 1,434,408 shares. The above includes 59,468 shares held in trust for the Reporting Person by the Company's 401(k) Plan; 83,060 shares registered in the name of Pioneer Partners Corp., see item 5(a); and 1,291,880 shares issued in the name of the Reporting Person's Pension Plan (The Robert A. Lerman Money Purchase Plan and Trust). The 83,060 shares held by Pioneer Partners Corp. are under the joint control of Messrs. John F. Ferraro and the Reporting Person. (iii) Reporting Person has no voting or dispositive power over the 244,525 shares owned by his spouse. (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 ----------- ---------- ---- Stock Bonus Award 50,000 October 1, 1999 (d) No other person except Reporting Person has the right or power to receive proceeds or other benefits from a disposition of the 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 Robert A. Lerman Money Purchase Plan and Trust, or Mr. John F. Ferraro. Mr. Ferraro 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 Robert A. Lerman Money Purchase 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. CUSIP No. 883622 Schedule 13D Page 5 of 5 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. October 4, 1999 ------------------------------------------ (Date) /s/ Robert A. Lerman ------------------------------------------ (Signature) Robert A. Lerman, President and a Director ------------------------------------------ (Name/Title) 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-----