-----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, SAjOlnL7RWS60Dc98JiiCS3wAzN7B57JEXCtNpvmklbYRlu+E4CX+ilXqLnhNpU+ CmE8Enrdfe9gDe/SZd5dTg== 0000930413-06-003203.txt : 20060427 0000930413-06-003203.hdr.sgml : 20060427 20060426173753 ACCESSION NUMBER: 0000930413-06-003203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060425 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060426 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10707 FILM NUMBER: 06782352 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 8-K 1 c42267_8-k.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) APRIL 25, 2006 ------------------------------ THERMODYNETICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-10707 06-1042505 - -------------------------------------------------------------------------------- [State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 651 DAY HILL ROAD, WINDSOR, CONNECTICUT 06095 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 860-683-2005 - -------------------------------------------------------------------------------- (Registrant's telephone number) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS. A. Attached hereto as Exhibit 99.1 and incorporated by reference herein is an announcement with respect to the Turbotec Products subsidiary achieves ISO 9001:2000 certification as presented in a press release of April 25, 2006. B. Attached hereto as Exhibit 99.2 and incorporated by reference herein is an announcement with respect to Thermodynetics' UK subsidiary plans share listing on the London Stock Exchange's AIM Market as presented in a press release of April 25, 2006. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description of Exhibits - ---------- --------------------------------------------------------------------- 99.1 Press Release issued by the Company on April 25, 2006, "Turbotec Products subsidiary Achieves ISO 9001:2000 Certification" 99.2 Press Release issued by the Company on April 25, 2006, "Thermodynetics' UK subsidiary plans share listing on the London Stock Exchange's AIM Market" SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. (Registrant) THERMODYNETICS, INC. BY: /s/Robert A. Lerman ------------------------------ Robert A. Lerman, President Date: April 25, 2006 EX-99.1 2 c42267_ex99-1.txt EXHIBIT 99.1 - ------------ Contact: Robert A. Lerman 860-683-2005 NEWS RELEASE OTCBB: TDYT April 25, 2006 For immediate release Turbotec Products Subsidiary Achieves ISO 9001:2000 Certification WINDSOR, CT - Tuesday, April 25, 2006, TDYT:OTCBB Thermodynetics' subsidiary, Turbotec Products, Inc., a manufacturer of tube in tube heat exchangers and enhanced surface tubing (TRU-TWIST (TM)) is pleased to announce that it has been certified as meeting ISO 9001:2000 requirements and is now ISO 9001:2000 registered. Sunil Raina, Vice President and General Manager, said "Turbotec's heat exchangers and tubing have always been built with the highest quality standards for over 25 years. With our ISO 9001:2000 registration we have clearly demonstrated our commitment to quality and service to our valued customers." Floyd Lewis, Director of Sales and Marketing, said "as we celebrate our success in achieving ISO 9001:2000 certification, we would like to thank our business partners and customers, but most of all our employees who are our strongest asset, for making it possible. Robert Lerman, President and CEO of Thermodynetics, said "I am very pleased with the accomplishments of the Turbotec team. ISO 9001:2000 is a badge we wear proudly and one that demonstrates the products and services we offer are world class. In the 34 years since our founding, the staff we have developed and present to our customers and suppliers is a solid group of dedicated employees who are ready to provide new clients with the same level of commitment and dedication. Turbotec is well positioned for growth and ISO 9001:2000 is an important step to increase our market share as we expand into new arenas. We have also initiated Lean Manufacturing and Six Sigma processes in our production operations, are expanding their reach through our facility which have allowed us to absorb increased operating costs while providing our shareholders with a solid investment". ABOUT THERMODYNETICS, INC. AND TURBOTEC PRODUCTS, INC. (" TURBOTEC") Turbotec is a subsidiary of Thermodynetics. Turbotec is a manufacturer of high performance, high quality heat exchangers, fabricated metal components and flexible connector products for heat transfer, transportation, and plumbing applications. Turbotec markets its products in the United States, Canada and abroad to customers in the space conditioning, refrigeration, automotive, biomedical, plumbing, appliance, water heating and aerospace industries. Turbotec's products are presently used in heat pumps as condensers and evaporators in heating, refrigeration, food processing and air-conditioning systems; in the biomedical field (as blood or intravenous fluid heat exchangers); in heat recovery units used to heat water with waste heat from air conditioning, refrigeration systems; in ice production systems; in laser coolers, beverage dispensers, food processing systems, chillers, heat pump systems and boilers, and modules for use as components in large condensing or desuperheater systems; and are generally usable in most applications where heat transfer is required. The tubing is also used as a flexible connector in plumbing applications. FORWARD LOOKING STATEMENTS This report contains certain forward-looking statements regarding Thermodynetics and Turbotec, their business prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the company's actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: the ability to successfully and timely develop and finance new projects, the impact of competition on revenues, changes in unit prices, and supply and demand for the product lines in the markets served. When used, words such as "believes," "anticipates," "expects," "continue", "may", "plan", "predict", "should", "will", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Thermodynetics and Turbotec undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made in this report, news releases, and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the company's business. EX-99.2 3 c42267_ex99-2.txt EXHIBIT 99.2 - ------------ Contact: Robert A. Lerman 860-683-2005 NEWS RELEASE OTCBB: TDYT April 25, 2006 For immediate release Thermodynetics' UK subsidiary plans share listing on the London Stock Exchange's AIM Market WINDSOR, CT -- Tuesday, April 25, 2006, TDYT:OTCBB Thermodynetics' UK subsidiary, Turbotec Products PLC ("TPP"), has notified the London Stock Exchange of its intention to apply for its shares to be admitted to trading on the AIM market ("Admission"). Turbotec Products, Inc. ("Turbotec") is now a wholly owned subsidiary of TPP. The expectation is that the Admission will be accomplished by the end of April and that approximately $8.5 million will be raised by way of a share placing. The broker handling the transaction is Dawnay, Day Capital Markets and TPP's Nominated Adviser is Dawnay, Day Corporate Finance. Following the share placing and Admission, Thermodynetics will own approximately 56.32% of TPP and UK institutional investors will own the remainder. ABOUT THERMODYNETICS, TURBOTEC PRODUCTS PLC ("TPP") AND TURBOTEC PRODUCTS, INC (" TURBOTEC") Turbotec is a wholly owned operating subsidiary of TPP which in turn is a subsidiary of Thermodynetics. Turbotec is a manufacturer of high performance, high quality heat exchangers, fabricated metal components and flexible connector products for heat transfer, transportation, and plumbing applications. Turbotec markets its products in the United States, Canada and abroad to customers in the space conditioning, refrigeration, automotive, biomedical, plumbing, appliance, water heating and aerospace industries. Turbotec's products are presently used in heat pumps as condensers and evaporators in heating, refrigeration, food processing and air-conditioning systems; in the biomedical field (as blood or intravenous fluid heat exchangers); in heat recovery units used to heat water with waste heat from air conditioning, refrigeration systems; in ice production systems; in laser coolers, beverage dispensers, food processing systems, chillers, heat pump systems and boilers, and modules for use as components in large condensing or desuperheater systems; and are generally usable in most applications where heat transfer is required. The tubing is also used as a flexible connector in plumbing applications. FORWARD LOOKING STATEMENTS This report contains certain forward-looking statements regarding Thermodynetics, TPP and Turbotec, their business prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause their actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: the ability to successfully and timely develop and finance new projects, the impact of competition on revenues, changes in unit prices, and supply and demand for Turbotec's tubing product lines in the markets served. When used, words such as "believes," "anticipates," "expects," "continue", "may", "plan", "predict", "should", "will", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Thermodynetics, TPP and Turbotec undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made in this report, news releases, and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect their respective businesses. -----END PRIVACY-ENHANCED MESSAGE-----