U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MARCH 10, 2006
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THERMODYNETICS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-10707 06-1042505
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[State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
51 DAY HILL ROAD, WINDSOR, CONNECTICUT 06095
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(Address of principal executive offices) (Zip Code)
860-683-2005
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(Registrant's telephone number)
N/A
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(Former name or former address, if changed since last report.)
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):
[_] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As of March 14, 2006, Thermodynetics, Inc. (the "COMPANY") engaged
Dawnay Day Corporate Finance Limited ("DDCFL") and Dawnay Day Townsley ("DDT")
pursuant to an appointment agreement dated March 10, 2006 (the "APPOINTMENT
AGREEMENT") as summarized below:
o DDCFL is to serve as the financial and nominated advisor to
the Company, and ultimately to the PLC, defined below. The
nominated advisor provides compliance oversight and acts as a
regulatory arm of the London Stock Exchange.
o DDT, a division of Dawnay, Day Brokers Limited, is to serve as
the broker to the PLC, defined below.
o The Company organized a registered Public Limited Company in
the United Kingdom which is expected to change its name to
Turbotec Products PLC ("PLC"). PLC is planned to acquire all
of the common stock of the Company's US-based subsidiary,
Turbotec Products, Inc.
o PLC is to apply for admission to trading on the AIM Market of
the London Stock Exchange in conjunction with a share placing
of the ordinary shares of the PLC.
o Approximately $3.5 million, net of expenses, are anticipated
to be raised by DDT through the placing or subscription of
original issue new ordinary shares of the PLC to United
Kingdom persons.
o Approximately $3.5 million, net of expenses, are anticipated
to be raised by DDT through the placing or sale of ordinary
shares of the PLC to be sold by the Company to United Kingdom
persons.
o Thereafter, it is anticipated that the Company will retain
approximately 60% of the then issued shares of the PLC.
o DDCFL and DDT will be paid out of the proceeds of the offering
following:
o Six (6%) percent commission on the value of the shares
placed at the placing price by the Company and the PLC.
o A fee of (pound)120,000 by the PLC.
o Reasonable expenses by the PLC.
o Following admission on AIM, DDCFL will act as the nominated
advisor and DDT will act as broker to the PLC.
o The Company, the PLC, DDCFL and DDT will, immediately prior to
admission to AIM, enter into a placing agreement, a nominated
advisor agreement, and a broker agreement.
o DDCFL and DDT are to be appointed for a minimum of 12 months
subject to certain exceptions specified in the Appointment
Agreement.
The above summary of the Appointment Agreement is an interpretation by
the Company of certain terms of such agreement, and does not contain all of the
information that may be important or material in making any investment decision
with respect to the Company. A copy of the full text of the Appointment
Agreement is attached as an exhibit to this Form 8-K, and reading the full text
of such agreement is highly encouraged.
There can, of course, be no assurance that the offering and admission
will proceed as the process is subject to finalization and to market conditions
and the offering will not be underwritten.
ITEM 8.01. OTHER EVENTS.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is an
announcement with respect to the appointment of Dawnay Day Corporate Finance
Limited as the financial advisor to the Company, and ultimately as nominated
advisor to the PLC, and further the appointment of Dawnay, Day Townsley Limited,
a division of Dawnay, Day Brokers Limited, to serve as the broker
to the PLC, and forward-looking statements as presented in a press release of
March 15, 2006.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description of Exhibits
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10.1 Appointment of Dawnay Day Corporate Finance Limited and Dawnay
Day Townsley agreement dated as of March 10, 2006
99.1 Press Release issued by the Company on March 15, 2006
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.
(Registrant)
THERMODYNETICS, INC.
BY: /s/Robert A. Lerman
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Robert A. Lerman, President
Date: March 15, 2006