UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Amendment No. 18
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)
August 31, 1999
(Date of Event which Requires Filing of this Statement)
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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 of a group.
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. Source of funds:
PF - Personal Funds of Reporting Person.
________________________________________________________________________________
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 2,469,741
SHARES _________________________________________________________________
8. Shared voting power:
BENEFICIALLY
1,490,181
OWNED BY
_________________________________________________________________
EACH 9. Sole dispositive power:
REPORTING 2,469,741
PERSON _________________________________________________________________
10. Shared dispositive power:
WITH
1,490,181
________________________________________________________________________________
11. Aggregate amount beneficially owned by each reporting person:
3,993,282
________________________________________________________________________________
12. Check box if the aggregate amount in row (11) excludes certain shares:
[_]
________________________________________________________________________________
13. Percent of class represented by amount in row (11):
twenty-six and five-tenths of one percent (26.5%)
________________________________________________________________________________
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
PF-Personal funds of the Reporting Person in the amount of $14,750 are
anticipated to be used to exercise the options to purchase the underlying
common stock of the 268,182 shares reported herein. The First Amendment to
the Stock Option Agreement permits the exercise of the option by the
surrender of Company Stock at the price specified in the Stock Option
Agreement (the then current market price).
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. The
Reporting Person intends to purchase the shares upon exercise for
investment purposes.
Item 5. Interest in Securities of the Issuer
(a) *3,993,282* shares are beneficially owned by Reporting Person as of the
date hereof, which equals twenty-six and five-tenths of one percent (26.5%)
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 *37,120* 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
2,469,741 shares. The above includes 521,559 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
1,490,181 shares. The above includes 37,120 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 wife, Brenda Ferraro.
(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 Exercise Price
----------- ---------- ---- --------------
Reallocation of
Stock Option (not exercised) 268,182 August 31, 1999 $0.055 per share
(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.
September 7, 1999
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(Date)
/s/ John F. Ferraro
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(Signature)
John F. Ferraro, Chairman, Secretary, CEO and a Director
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(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).
