- Current report filing (8-K)
October 21 2009 - 9:07AM
Edgar (US Regulatory)
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
):
October
15,
2009
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
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33-46104-FW
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71-00659511
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(Commission
File Number)
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(IRS
Employer Identification No.)
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124
West Capitol Avenue, Suite 880, Little Rock, Arkansas
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72201
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers
On
October 15, 2009, our Board of Directors accepted the resignations of
Alexander G. Fassbender, Paul A. Loeffler and Louis J. Ortmann as members of our
Board of Directors. Although he has resigned as a director, Mr.
Fassbender will remain as our Executive Vice President and Chief Technology
Officer.
Also on
October 15, 2009, our Board of Directors elected David Anthony, Joseph Bartlett,
David Gelbaum and Shawn R. Hughes as directors to fill the vacancies created by
the resignations of Messrs. Fassbender, Loeffler and Ortmann and by the earlier
resignation of Andrew T. Melton. Messrs. Anthony and Gelbaum will
serve in the class of directors whose term expires in 2011, Mr. Bartlett will
serve in the class whose term expires in 2010, and Mr. Hughes will serve in the
class whose term expires at the 2009 Annual Meeting of
Stockholders. Messrs. Anthony, Bartlett and Gelbaum will serve on the
Compensation Committee of our Board of Directors. Mr. Anthony will
also serve on the Audit Committee. Mr. Hughes will continue to serve
as our President and Chief Operating Officer.
Pursuant
to our 2008 Incentive Stock Plan, each of Messrs. Anthony, Bartlett and Gelbaum,
as non-employee directors, was automatically granted an option to purchase
10,000 shares of our Common Stock at an exercise price of $0.37 per share (the
closing price of our Common Stock in the over-the-counter market on October 15,
2009, the date of their election). These options vest and become
exercisable on the date of our 2010 Annual Meeting of Stockholders and have a
term of ten years. Because Mr. Hughes is an executive officer, he is
not eligible to receive an automatic grant of an option or to receive additional
compensation for his service as a director.
David
Anthony is an experienced entrepreneur, venture capitalist, and educator. He is
Managing Director of 21 Ventures, a position he has held since 2003, and sits on
the boards of Agent Video Intelligence, Axion Power International, Inc.,
3GSolar, BioPetroClean, Juice Wireless, Open Energy and VOIP Logic. Prior to 21
Ventures, Mr. Anthony launched Notorious Entertainment, a developer of
multimedia brands. Mr. Anthony received his MBA from The Tuck School of Business
at Dartmouth College and a BA in Economics from George Washington
University. Mr. Anthony is 48 years old.
Joseph
Bartlett is counsel to The Quercus Trust and has practiced corporate
and securities law since 1985. From September 2004 until
August 2008 he was a partner at Greenberg Glusker LLP in Los Angeles,
California, and from September 2000 until September 2004 he was a
partner at Spolin Silverman Cohen and Bartlett LLP. Mr. Bartlett is a
director of Axion Power International, Inc. Mr. Bartlett graduated, magna
cum laude, from the University of California, Hastings College of Law
in 1985, and received an AB in English literature from the University of
California at Berkeley in 1980. Mr. Bartlett is 51 years
old.
David
Gelbaum served as a member of our Board of Directors from September 10, 2008
until January 22, 2009. Since 2002, Mr. Gelbaum has been a
private investor. From 1989 until 2002, he performed quantitative modeling for
stock price returns and derivative securities for TGS Management, and from 1972
until 1989 he worked at Oakley & Sutton in a similar capacity. Mr. Gelbaum
is a trustee of The Quercus Trust and sits on the board of Axion Power
International, Inc. Mr. Gelbaum is 60 years old.
Shawn R.
Hughes has served as our President and Chief Operating Officer since January 1,
2008, and was a member of our Board of Directors from September 10, 2008 until
January 22, 2009. From June 15, 2007 through December 31, 2007, he was employed
by us to assist the Chief Executive Officer in administering corporate affairs
and overseeing all of our business operating functions. Previously, Mr. Hughes
served as President and Chief Operating Officer of Mortgage Contract Services
(from November 2006 to May 2007) and as Chief Executive Officer of Fortress
Technologies (from 2001 to October 2006). Mr. Hughes is 49 years
old.
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.
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Date:
October 21, 2009
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THERMOENERGY
CORPORATION
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(Registrant)
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By:
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/s/
Dennis C.
Cossey
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Name:
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Dennis
C. Cossey
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Title:
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Executive
Vice President and Chief
Financial
Officer
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ThermoEnergy (CE) (USOTC:TMEN)
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