-----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, S1mhXcjznxGXX7z8mB4m9Hr4ZhyFrVqaKHpkfNOhuy3Xymngk7r8KRny+pUI5DGJ 9twTe7Eq4UQW/ILYxGJZjg== 0001177497-05-000090.txt : 20050513 0001177497-05-000090.hdr.sgml : 20050513 20050513110158 ACCESSION NUMBER: 0001177497-05-000090 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMODYNETICS INC 401 K RETIREMENT & SAVINGS PLAN CENTRAL INDEX KEY: 0001225773 IRS NUMBER: 061042505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 651 DAY HILL ROAD CITY: WINDSOR STATE: CT ZIP: 06095 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: 1934 Act SEC FILE NUMBER: 005-40507 FILM NUMBER: 05826937 BUSINESS ADDRESS: STREET 1: 651 DAY HILL RD STREET 2: . CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2036832005 MAIL ADDRESS: STREET 1: 651 DAY HILL ROAD STREET 2: . CITY: WINDSOR STATE: CT ZIP: 06095 FORMER COMPANY: FORMER CONFORMED NAME: THERMO KINETICS INC DATE OF NAME CHANGE: 19810607 SC 13D 1 sch13d_therm401k-051005.txt SCH 13D THRMDYNTCS 401 (K) RETI AND SAV PLAN ----------------------------- 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. 1 THERMODYNETICS, INC. (Name of Issuer) COMMON STOCK 883622 (Title of Class of Securities) (CUSIP Number) THERMODYNETICS, INC. 401(K) RETIREMENT AND SAVINGS PLAN (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) MAY 10, 2005 (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 4 Page 2 of 4 - ------------------------------------------------------------------------------- 1. Name of reporting person: THERMODYNETICS, INC. 401(K) RETIREMENT AND SAVINGS PLAN - -------------------------------------------------------------------------------- 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 UNDER THE GUIDELINES OF THE 401(K) PLAN. 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 376,551 ------------------------------------------------------ SHARES 8. Shared voting power: BENEFICIALLY 376,551 ------------------------------------------------------ OWNED BY 9. Sole dispositive power: EACH 0 ------------------------------------------------------ REPORTING PERSON 10. Shared dispositive power: WITH: 0 ------------------------------------------------------ 11.Aggregate amount beneficially owned by each reporting person: 376,551 - -------------------------------------------------------------------------------- 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): NINE AND 5/10 PERCENT (9.5%) - -------------------------------------------------------------------------------- 14. Type of reporting person: EP - -------------------------------------------------------------------------------- Page 3 of 4 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) THERMODYNETICS, INC. 401(K) RETIREMENT AND SAVINGS PLAN (the "Reporting Person") ---------------------- Address: b) Thermodynetics, Inc. 651 Day Hill Road Windsor, CT 06095 Convictions: d) None Proceedings: e) None ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION SC -- The Company, at a meeting of its Board of Directors, authorized a grant of shares of its common stock, par value $.01 per share to the 401(k) Plan. The Company usually provides a matching contribution of its common stock to the 401(k) Plan annually. 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 Company usually makes matching contributions to the 401(k) Plan for purposes of employee compensation and employee incentive. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) *376,551* shares are beneficially owned in trust under the Company's 401(k) Plan by Reporting Person for the benefit of all participating employees as of the date hereof, which equals nine and 5/10 percent (9.5%) beneficial ownership. (b) The four trustees of the 401(k) Plan on behalf of the Reporting Person have the shared voting and dispositive power over the 376,551 shares held in the 401(k) Plan. One of the trustees is an officer and director of the Issuer and a plan participant, therefore shares held in trust for him under the 401(k) Plan are included in such amount of beneficial ownership. The holdings of the 401(k) Plan are held in trust for all participating employees by Reporting Person. None of the trustees have any beneficial ownership in the shares held by the 401(k) Plan, except one officer/director who is also serving as a trustee of the Reporting Person . (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 ----------- ---------- ---------------- -------------- 401(k) Purchase 30,000 May 10, 2005 January 1, 2005 ------- (d) No other person except Reporting Person has the right or power to receive proceeds or other benefits from a disposition of the shares. Page 4 of 4 (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. All four of the Trustees of Reporting Person are directors of the Issuer, one of whom is also an officer and greater than ten percent beneficial shareholder of the Issuer. The Trustees as a group have voting control over the shares held by Reporting Person; and may only distribute the underlying shares to the employee participants under certain circumstances. Disclaimer of Group. Because Reporting Person has its own investment, holding and voting criteria and guidelines, the Reporting Person disclaims, in particular, membership in any group which individually or collectively includes the Trustees of Reporting Person; such trustees are officers and/or directors, and/or greater than ten percent beneficial shareholders of the Issuer. The trustees each have disclaimed membership in any group. This filing is not an admission of any claim of ownership or of any pecuniary interest in any holdings of the Trustees of Reporting Person. 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. May 10, 2005 ------------------------------------------------------------------ (Date) /s/ Robert A. Lerman ------------------------------------------------------------------ (Signature) Thermodynetics, Inc. 401(k) Retirement and Savings Plan By Robert A. Lerman, a Trustee ------------------------------------------------------------------ (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-----