-----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, KXJgmfOqMyoANlun3hNIjrqG92W6WTEM0HIx9ppzo2BP7bLv1bsBAJoLBsEppk9Z iY9qnOUsh/WB/y1989B7nQ== 0001169232-03-002439.txt : 20030331 0001169232-03-002439.hdr.sgml : 20030331 20030331080230 ACCESSION NUMBER: 0001169232-03-002439 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030331 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: 1934 Act SEC FILE NUMBER: 005-40507 FILM NUMBER: 03627041 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 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 651 DAY HILL ROAD STREET 2: PO BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095-0040 BUSINESS PHONE: 8606832005 MAIL ADDRESS: STREET 1: PO BOX 40 CITY: WINDSOR STATE: CT ZIP: 06095-0040 SC 13D/A 1 d54903_sc13d-a.txt AMENDED SCHEDULE 13 D ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response ........11 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- Amendment No. 21 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 Telephone (860) 285-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 27, 2003 (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 for John F. Ferraro 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: SC -- Company whose securities awarded as a stock bonus. No purchase. - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power 4,046,170 SHARES -------------------------------------------------------- BENEFICIALLY 8. Shared voting power: 90,419 (See Item 5) -------------------------------------------------------- OWNED BY 9. Sole dispositive power: EACH 4,046,170 -------------------------------------------------------- 10. Shared dispositive power: REPORTING PERSON 90,419 (See Item 5) WITH: - -------------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person: 4,121,581 - -------------------------------------------------------------------------------- 12. Check box if the aggregate amount in row (11) excludes certain shares: |X| See Item 5. - -------------------------------------------------------------------------------- 13. Percent of class represented by amount in row (11): twenty- two and six-tenths of one percent (22.6%) - -------------------------------------------------------------------------------- 14. Type of reporting person: IN - -------------------------------------------------------------------------------- CUSIP No. 883622 Schedule 13D for John F. Ferraro 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, and Secretary of the Company. Convictions: d) None Proceedings: e) None Citizenship: f) United States of America. Item 3. Source and Amount of Funds or Other Consideration SC -- The Company, at a meeting of its Board of Directors on March 4, 2003, adopted resolutions authorizing the Company to grant shares of its common stock, par value $.01 per share, which shares were valued at $0.033 per share on the valuation date of March 7, 2003. Such shares were issued on the Date of Event of this Report. No purchase occurred; such shares were issued as a stock bonus. 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 or awards issued under the Company's stock incentive programs; no options or other awards are presently outstanding. The Company recently filled two vacancies on its Board of Directors, and the Company has plans to acquire a privately held company, but the addition of the two directors and/or the stock bonus award have no bearing on the business acquisition plans of the Company. Item 5. Interest in Securities of the Issuer (a) *4,121,581* shares are beneficially owned by Reporting Person as of the date hereof, which equals twenty- two and six-tenths of one percent (22.6%) beneficial ownership. The John F. Ferraro Defined Benefit Pension Plan and Trust, established in 1984, owns 1,370,000 shares; Mr. Ferraro, as trustee of the Plan, has full voting authority over that pension plan's shares; thus such shares have been included in Reporting Person's aggregate beneficial ownership calculation. The above includes *90,419* shares held in trust for Reporting Person under the Company's 401(k) Plan. The above excludes from beneficial ownership a total of *1,470,005* 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 above excludes *33,360* shares owned by Reporting Person's spouse. CUSIP No. 883622 Schedule 13D for John F. Ferraro Page 4 of 5 (b) (i) Reporting Person has the sole voting and dispositive power over 4,046,170 shares, which includes 1,370,000 shares registered to The John F. Ferraro Defined Benefit Pension Plan and Trust. (ii) Reporting Person has shared voting and dispositive power over 90,419 shares held in trust for the Reporting Person by the Company's 401(k) Plan. Reporting Person has shared voting and dispositive power over *1,470,005* shares which are held in trust for all participating employees by Reporting Person as a trustee along with two other trustees of the Company's 401(k) Plan; such 1,470,005 shares are excluded from such calculation. (iii) Reporting Person has no voting or dispositive power over the 33,361 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 Transaction Date Valuation Date ----------- ---------- ---------------- -------------- Stock Bonus Award 25,000 March 27, 2003 March 7, 2003 (d)No other person except the 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, or the John F. Ferraro Defined Benefit Pension Plan and Trust. 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. 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. March 27, 2003 -------------------------------------------------------------------------- (Date) /s/ John F. Ferraro -------------------------------------------------------------------------- (Signature) John F. Ferraro, Chairman, 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, CUSIP No. 883622 Schedule 13D for John F. Ferraro Page 5 of 5 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-----