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
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Date of Report (Date of earliest event reported
):
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November 18, 2010
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ThermoEnergy Corporation
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
On
November 18, 2010, the holders of our Series B Convertible Preferred Stock,
acting by written consent pursuant to Section 228 of the Delaware General
Corporation Law, elected David Anthony, J. Winder Hughes III, and Shawn R.
Hughes as directors to serve until our 2011 Annual Meeting and until their
successors are duly elected and qualified. Also on November 18, 2010,
at the Special Meeting in lieu of our 2010 Annual Meeting, the holders of our
Common Stock and our Series A Convertible Preferred Stock elected Cary G.
Bullock, Dennis C. Cossey and Arthur S. Reynolds as directors to serve until our
2011 Annual Meeting and until their successors are duly elected and
qualified. Our Certificate of Incorporation, as amended, provides
that our Board of Directors shall be composed of seven members, four of whom are
elected by the holders of our Series B Convertible Preferred Stock and three of
whom are elected by the holders of our Common Stock and our Series A Convertible
Preferred Stock, voting together as a single class. All of our
newly-elected directors were incumbent members of our Board of
Directors.
Set forth
below is information about each of our newly-elected
directors:
David Anthony
, age 49, has
been a director of the Company since October 2009. Mr. Anthony also serves
as a member of the Board of Managers of Babcock-Thermo Carbon Capture LLC, our
joint venture with Babcock Power, Inc., and as a member of the Board of
Directors of our subsidiary, CASTion Corporation. Since 2003, he has been
Managing Director of 21 Ventures, LLC, a VC management firm providing seed,
growth and bridge capital for technology ventures. Mr. Anthony sits on
numerous boards, including: Axion Power International, Inc.; Clean Power
Technologies Inc.; Solar EnerTech Corp.; Energy Focus, Inc.; Advanced Hydro,
Inc.; Advanced Telemetry, LLC; Aero Farm Systems LLC; Applied Solar LLC;
BioPetroClean, Inc.; Expansion Media, LLC; ETV Motors, Ltd.; Graphene Energy,
Inc.; Gravity Power, LLC; GreenRay, Inc.; Lightwave Power, Inc.; Magenn Power,
Inc.; ReGen Power Systems LLC; Safe Hydrogen, LLC; Variable Wind Solutions Ltd.;
Agent Video Intelligence Ltd.; and Command Speech Ltd. Prior to 21
Ventures, Mr. Anthony launched Notorious Entertainment, a developer of
multimedia brands. Mr. Anthony received a B.A. in Economics from George
Washington University and an M.B.A. from Dartmouth College. Mr. Anthony
brings to the Board extensive public company corporate governance and venture
capital experience.
Cary G. Bullock,
age 64, was
appointed as our President and Chief Executive Officer and was elected to our
Board of Directors on January 27, 2010. Mr. Bullock also serves as Chief
Executive Officer and a member of the Board of Directors of our subsidiary,
ThermoEnergy Power Systems LLC, as a member of the Board of Managers of
Babcock-Thermo Carbon Capture LLC, our joint venture with Babcock Power, Inc.,
and as a member of the Board of Directors of our subsidiary, CASTion
Corporation. Prior to becoming our President and CEO, Mr. Bullock had been
employed by GreenFuel Technologies Corporation, serving as Chief Executive
Officer from February 2005 through July 2007 and as Vice President for Business
Development from July 2007 through January 2009; he was a member of the Board of
Directors of GreenFuel Technologies Corporation from February 2005 through
August 2009. In May 2009, GreenFuel Technologies ceased business operations and
made an assignment of its assets to a trustee for the benefit of its
creditors. From February 2009 through January 2010, Mr. Bullock
served a variety of clients as an independent consultant and business
advisor. Prior to joining GreenFuel Technologies, Mr. Bullock was Chairman
and Chief Executive Officer of Excelergy Corporation, Vice President of KENETECH
Management Services and President of its affiliate, KENETECH Energy Management,
Inc., Chairman and Chief Executive Officer of Econoler/USA Inc., Vice President
of Engineering and Operations and Principal Engineer of Xenergy Inc., Director
of Special Engineering and a Senior Engineer at ECRM, Inc. and a Senior Engineer
at Sylvania Electronics Systems. Mr. Bullock received an A.B. from Amherst
College and an S.B. and an S.M. from Massachusetts Institute of
Technology. Having worked as a senior executive in several early stage
energy companies, Mr. Bullock brings to the Board extensive industry and
strategic experience.
Dennis C. Cossey,
age 64, has
served as a director of the Company since 1988 and as Chairman of our Board of
Directors since 1990. Since March 1, 2010, he has held the title “Executive
Chairman.” Mr. Cossey was our Chief Executive Officer from 1988
through January 27, 2010. Mr. Cossey also serves as a member of the Boards
of Directors of our subsidiaries, CASTion Corporation and ThermoEnergy Power
Systems LLC. Prior to joining the Company, Mr. Cossey served in executive
and marketing positions at a number of companies, including IBM and Peter Kiewit
Sons. Mr. Cossey is a member of several industry professional groups
including the US Naval Institute, the New York Academy of Sciences, the National
Safety Council, the American Chemical Society, the Asia Pacific Water Council,
the International Power Producers Forum and the Association of Energy
Engineers. Mr. Cossey has testified before Congress on various
environmental issues. Mr. Cossey brings to the Board deep experience in
the management of publicly-financed research and operating projects and in the
development and maintenance of government relationships on the federal, state
and municipal levels.
J. Winder Hughes III
, age 52,
has been a director of the Company since July 2009 (except for the period from
January 27, 2010 to February 5, 2010). Mr. Hughes also serves as a member
of the Board of Managers of Babcock-Thermo Carbon Capture LLC, our joint venture
with Babcock Power, Inc., and as a member of the Board of Directors of our
subsidiary, CASTion Corporation. Since 1995, Mr. Hughes has served as the
managing partner of Hughes Capital Investors, LLC, which manages private assets
and raises money for small public companies. He formed the Focus Fund, LP
in 2000 (with Hughes Capital as the fund manager), which is a
highly-concentrated equity partnership that focuses on publicly-traded emerging
growth companies. From November 2007 to November 2009, Mr. Hughes was a
director of Viking Systems, Inc, a manufacturer of surgical tools. From
1983 to 1995, Mr. Hughes was an investment executive, first with Kidder Peabody
& Co. and subsequently with Prudential Securities. Mr. Hughes holds a
B.A. in Economics from the University of North Carolina at Chapel Hill.
Mr. Hughes brings to the Board significant experience with capital raising,
corporate restructuring, and managing strategic business
relationships.
Shawn R. Hughes
, age 50, has
been a director of the Company since October 2009. He previously served as
a member of our Board of Directors from September 2008 until January 2009.
Mr. Hughes also serves as a member of the Board of Directors of our subsidiary,
CASTion Corporation. He served as President and Chief Operating Officer of
the Company from January 1, 2008 to January 27, 2010. 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. From November 2006 to May 2007, Mr. Hughes served as President and
Chief Operating Officer of Mortgage Contract Services. From 2001 to 2006,
Mr. Hughes served as Chief Executive Officer of Fortress Technologies. Mr.
Hughes holds a B.S.B.A. from Slippery Rock University and an M.B.A. from Florida
State University. Mr. Hughes brings to the Board extensive experience in
executive management and strategic planning.
Arthur S. Reynolds,
age 66,
has been a director of the Company since October 2008. He also serves as a
member of the Board of Directors of our subsidiary, CASTion Corporation.
From August 3, 2009 through November 16, 2009, Mr. Reynolds served as
our interim Chief Financial Officer, and except during that period, has been
Chairman of the Audit Committee of the Board of Directors. Since July 30,
2010, Mr. Reynolds has been a director and the acting Chief Executive Officer
and President of Clean Power Technologies, Inc. He is the founder of Rexon
Limited of London and New York where, since 1999, he has served as managing
director. Mr. Reynolds was founder and, from 1997 to 1999, managing partner
of London-based Value Management & Research (UK) Limited.
Mr. Reynolds was the founder and, from 1982 to 1997, served as managing
director of Ferghana Financial Services Limited. Prior thereto,
Mr. Reynolds held executive positions at Merrill Lynch International Bank
Limited, Banque de la Société Financière Européene, J.P. Morgan &
Company and Mobil Corporation. Mr. Reynolds is a director of Apogee
Technology, Inc. Mr. Reynolds holds an A.B. from Columbia University, a
M.A. from Cambridge University, and an M.B.A. in Finance from New York
University. Mr. Reynolds brings to the Board extensive financial and
executive experience across multiple sectors, with special strength in the
international arena.
On
November 18, 2010, at the Special Meeting in lieu of our 2010 Annual Meeting,
our shareholders approved an amendment to the ThermoEnergy Corporation 2008
Incentive Stock Plan (the “2008 Plan”), (i) increasing to 20,000,000 the number
of shares of our Common Stock that may be issued under the plan pursuant to
stock options, restricted stock awards, stock appreciation rights and other
stock-based awards and (ii)
removing the annual limit
on the number of shares with respect to which stock options may be granted under
the 2008 Plan to any individual. All of our executive officers and
directors are entitled to receive
stock options, restricted stock awards,
stock appreciation rights and other stock-based awards under the 2008 Plan and
each of our non-employee directors automatically receives a grant of an option
for the purchase of 30,000 shares of our Common Stock upon his or her election
to our Board of Directors and thereafter upon each re-election to an additional
term. The 2008 Plan, as amended is described in detail in our proxy
statement relating to the Special Meeting in lieu of our 2010 Annual Meeting,
which we filed with the Securities and Exchange Commission on Schedule 14A on
October 20, 2010, and the foregoing description of the 2008 Plan is qualified in
its entirety by reference to such proxy statement on Schedule 14A, which is
incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
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10.1
*
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ThermoEnergy
Corporation 2008 Incentive Stock Plan, as
amended
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* May
be deemed a compensatory plan or arrangement
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.
Date:
November 23, 2010
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THERMOENERGY CORPORATION
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(Registrant)
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By:
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/s/ Teodor Klowan,
Jr.
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Title:
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Executive
Vice President and Chief
Financial
Officer
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