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
<PAGE>
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
________________________________________________________________________________
<PAGE>
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.
<PAGE>
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.
<PAGE>
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).
