UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported
):
June 1,
2009
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
|
33-46104-FW
|
71-00659511
|
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
124 West
Capitol Avenue, Suite 880, Little Rock,
Arkansas
|
72201
|
|
(Address of
principal executive offices)
|
(Zip
Code)
|
(Registrant’s
telephone number, including area code)
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.
below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 --
Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On June
2, 2009, we received from FINRA (the Financial Industry Regulatory Authority) a
Notice of Decision determining, pursuant to Rule 6530(e), that our securities
are not eligible for continued quotation on the over-the-counter bulletin board
(the “OTCBB”) as a result of our failure to file a complete annual report or
quarterly report by the due date three times in the last twenty-four
months. Our common stock continues to trade on “pink slips” and
current bid and ask quotations remain available.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
On June
1, 2009, Martin A. Roenigk resigned as a member of our Board of
Directors.
Item
8.01.
Other
Events.
We expect
continuing delays in the filing of our Annual Report on Form 10-K for the year
ended December 31, 2008 and our Quarterly Report on Form 10-Q for the period
ended March 31, 2009 due to ongoing difficulties in obtaining information
necessary to complete such reports. We also expect that, when filed,
the financial statements included in such reports will reflect a material
liability for unremitted employee payroll taxes relating to our Little Rock,
Arkansas operations and estimated penalties and interest.
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.
|
|
ThermoEnergy Corporation
(Registrant)
|
|
|
|
|
|
|
|
Date:
June 5, 2009
|
By:
|
/s/ Dennis
C. Cossey
|
|
|
|
|
Name:
Dennis C. Cossey
|
|
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
3