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) July 18, 2005
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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.)
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651 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 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))
Thermodynetics. Inc. Page 2
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Item 1.01. Entry into a Material Definitive Agreement.
On July 11, 2005, Thermodynetics, Inc. (the "Company") filed a report
on Form 8-K under Item 2.04, "Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement," (the "July 11th 8-K") regarding Vulcan Industries, Inc.'s
("Vulcan") receipt of a notice of default dated July 1, 2005 from its equipment
finance company (the "Equipment Lender") of a $1,847,580 equipment term loan
(the "Equipment Term Loan"). The Form 8-K also reported that the Company, Vulcan
and another subsidiary, Turbotec Products, Inc., received a notice dated July 6,
2005 from its primary bank (the "Bank") stating that the $700,000 term loan from
the Bank (the "Bank Term Loan") was in default. Such Form 8-K is incorporated
herein by reference.
Consequently the Company, Vulcan, the Bank, the Equipment Lender, the
City of Sturgis ("City") and Vulcan's major customer ("Customer") entered into
an Accommodation Agreement consummated July 18, 2005 (the "Accommodation
Agreement") as summarized below:
o All equipment financed by the Equipment Lender was purchased by the
Customer by payment of 100% of the Company's obligation to the Equipment
Lender, and $175,000 of the Company's obligation to the City. The Company
paid the remaining $187,000 due to the City.
o The Company and Vulcan received full releases from all financial
obligations owed to such lenders.
o The Customer also acquired certain other assets from Vulcan for no
additional consideration and the Bank released such other equipment from
its lien.
o The Customer waived certain offsets it may have against amounts due Vulcan
until such time as Vulcan's obligations to the Bank are satisfied in full.
o The Customer has purchased certain inventory from Vulcan.
o Vulcan has agreed to continue to produce certain products for the Customer,
provided the Customer funds such production pursuant to weekly budgets
agreed to by Customer.
o The Company owes the Customer $175,000 for operating advances made in
January, 2005.
o At its option, the Customer may sublease Vulcan's facility and equipment at
the same amount Vulcan pays to its landlord, plus an amount to be agreed
upon for the use of any remaining equipment owned by Vulcan. Further, the
Customer was granted an exercisable right, upon a default by Vulcan, an
exercisable right to occupy and use Vulcan's facility and equipment to
manufacture parts for itself, including the right to lease Vulcan's
employees; the Customer would then be obligated to reimburse Vulcan for all
costs related to the employees and all overhead facility costs associated
with the production of its parts.
o The Accommodation Agreement also provided releases between the Customer
Vulcan and the Company.
Thermodynetics. Inc. Page 3
The Accommodation Agreement severely reduces Vulcan's manufacturing
capacity and revenues, but also removes a significant amount of debt from the
Company's balance sheet. Further, if the Customer does not fund certain
operations of Vulcan it may cause Vulcan to cease operations as the ability of
Vulcan to operate afterwards may not be economically feasible. Therefore, the
long-term viability of Vulcan is highly uncertain.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in Item 1.01 of this Form 8-K is incorporated
herein in its entirety.
Item 8.01. Other Events.
In a press release dated May 23, 2005 which was filed as an exhibit
to Form 8-K filed May 24, 2005, the Company stated that it expected "to achieve
new record level of sales and operating results" in fiscal-year 2006; the
company no longer anticipates achieving record levels of sales and operating
results in fiscal-year 2006.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit No. Description
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10.1. Accommodation Agreement by and among Customer, Vulcan
Industries, Inc., Thermodynetics, Inc., Bank, Equipment
Lender and the City of Sturgis, Michigan dated July 15,
2005.
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 hereto duly authorized.
(Registrant)
THERMODYNETICS, INC.
By: /s/ Robert A. Lerman
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Robert A. Lerman, President
Date: July 21, 2005
TDYT 8-K 2005 (TDYT 8-K Accom 07-20-05 (2))