UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 19
Under the Securities Exchange Act of 1934
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 06095-0040
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
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CUSIP No. 883622 Schedule 13D Page 2 of 5
1 Name of Reporting Person:
John F. Ferraro
________________________________________________________________________________
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 acquired
________________________________________________________________________________
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 2,519,741
Shares _________________________________________________________________
Beneficially 8 Shared Voting Power:
Owned
by Each 1,494,936
Reporting _________________________________________________________________
Person With: 9 Sole Dispositive Power:
2,519,741
_________________________________________________________________
10 Shared Dispositive Power:
1,494,936
________________________________________________________________________________
11 Aggregate Amount Beneficially
Owned by Each Reporting Person:
4,048,037
________________________________________________________________________________
12 Check Box If the Aggregate Amount [_]
in Row (11) Excludes Certain
Shares:
________________________________________________________________________________
13 Percent of Class Represented
Amount in Row (11):
thirty and five-tenths of one percent (30.5%)
________________________________________________________________________________
14 Type of Reporting Person:
IN
________________________________________________________________________________
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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) John F. Ferraro (the "Reporting Person")
Address: b) Thermodynetics, Inc.
651 Day Hill Road
Windsor, CT 06095
Occupation: c) Chairman, Chief Executive Officer and
Secretary 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) *4,048,037* shares are beneficially owned by Reporting Person as
of the date hereof, which equals thirty and five-tenths of one percent
(30.5%) 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% share owner
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 *33,361* shares now owned
by Reporting Person's spouse. The above includes *41,875* 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.
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CUSIP No. 883622 Schedule 13D Page 4 of 5
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.
(b) (i) Reporting Person has the sole voting and dispositive power
over 2,519,741 shares. The above includes 571,559 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 1,494,936 shares. The above includes 41,875 shares held in
trust for the Reporting Person by the Company's 401(k) Plan;
83,061 shares registered in the name of Pioneer Partners Corp.,
see item 5(a); and 1,370,000 shares issued in the name of the
Reporting Person's Pension Plan (The John F. Ferraro Defined
Pension Plan and Trust). The 83,061 shares held by Pioneer
Partners Corp. are under the joint control of Messrs. Robert A.
Lerman and the Reporting Person.
(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 Date
----------- ---------- ----
Stock Bonus Award 50,000 October 1, 1999
(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, the John F. Ferraro Defined Benefit Pension Plan
and Trust, or Mr. Robert A. Lerman. Mr. Lerman 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 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.
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.
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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/ John F. Ferraro
- --------------------------------------------------------
(Signature)
John F. Ferraro, Chairman, Secretary, CEO 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).
