-----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, WxU3gRUMsgkLMv7+Y5qHBG67VMzePOnCjckvnjboJnqT1dv7UAQ90135PajfDT/w L98mLjgdPXJDi0Du4ITTVw== 0000930413-06-003648.txt : 20060509 0000930413-06-003648.hdr.sgml : 20060509 20060509140509 ACCESSION NUMBER: 0000930413-06-003648 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060508 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 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: 06820057 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 c42572_8k.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) MAY 8, 2006 ------------------------------ THERMODYNETICS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-10707 06-1042505 - -------------------------------------------------------------------------------- [State or other jurisdiction of (Commission File No.) (I.R.S. Employer 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. Attached hereto as Exhibit 99.1 and incorporated by reference herein is an announcement with respect to Thermodynetics' UK subsidiary begins trading on the London Stock Exchange's AIM Market, and forward-looking statements as presented in a press release of May 8, 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 May 8, 2006 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: May 8, 2006 EX-99.1 2 c42572_ex99-1.txt EXHIBIT 99.1 - ------------ Contact: Robert A. Lerman 860-683-2005 NEWS RELEASE OTCBB: TDYT May 8, 2006 For immediate release THERMODYNETICS' UK SUBSIDIARY BEGINS TRADING ON THE LONDON STOCK EXCHANGE'S AIM MARKET. WINDSOR, CT -- Monday, May 8, 2006, TDYT:OTCBB Thermodynetics has arranged the financing of its UK subsidiary Turbotec Products PLC ("TPP") by means of an IPO through Dawnay Day Capital Markets. Shares in TPP are now traded on the AIM Market of the London Stock Exchange under the symbol TRBO. The IPO raised a total of (pound)4.8 million (the exchange rate is $1.86US per (pound)1), or approximately $8.8 million. After the sale of the stock to the UK investors, TDYT owns a total of 56.32% of the remaining shares of TPP, valuing the TPP Group at approximately $20 million. Organizationally, Turbotec Products, Inc. ("TPI") is a wholly owned subsidiary of TPP and TPP is 56.32% owned by TDYT. Effective simultaneously with the IPO, the officers and directors of TDYT changed and certain personnel moved from one corporation to the other to allow both companies to operate independently since the two organizations are publicly traded, TRBO and TDYT. The new officers and directors of TDYT are Robert A. Lerman, President, CEO and director, John F. Ferraro Secretary, Treasurer and director, Fred Samuelson director and John Hughes director. The officers and directors of TPP are Sunil Raina, Managing Director and director (and TPI President), Robert Lieberman, Finance Director (and TPI CFO and Treasurer) and Anthony Mirabella, non-executive director. Along with Mr. Mirabella, it is the intent of TPP to have two other UK based non-executive directors. 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-----