Current Report Filing (8-k)
August 11 2016 - 6:03AM
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):
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August 3, 2016
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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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71-0659511
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(Commission File Number)
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(IRS Employer Identification No.)
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10 New Bond Street, Worcester, Massachusetts
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01606
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(Address of principal executive offices)
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(Zip Code)
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(508) 854-1628
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(Registrant’s telephone number, including area code)
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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))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or
Disposition of Assets.
In its 10-Q filing for the quarter ended 3/31/14, the Company announced
its doubts as to the ability of the Corporation to continue as a going concern, and the unlikeliness of obtaining additional capital
except from the primary investors in the corporation. On March 4, 2015, Thermo-Energy Corporation (“TMEN”) entered
into an Assignment for the Benefit of Creditors (“Assignment”) pursuant to which TMEN assigned all of its assets to
the Hollis Meddings Group (“Meddings”). TMEN recently received a copy of a letter from Meddings to creditors of the
Company dated July 29, 2016, a copy of which is attached as Exhibit A hereto, pursuant to which Meddings stated that (a) Meddings
reviewed the assets of TMEN and attempted to sell and/or lease the remaining assets to interested parties, (b) Meddings determined
that that the outstanding debt held by perfected secured parties was far in exceess of the value of the remaining assets of the
Company and (c) Meddings “adbandoned to the perfected secured parties” all assets of the Company and the perfected
secured parties “have sole possession of said assets.”
In light of the transfer of the assets of the Company to
Meddings and by Meddings to the perfected secured creditors, the Company has no assets or other resources. In Form NT 10-Q
filed 8/19/14, the Company disclosed that it did not have the staff required to prepare financial statements or to prepare
reports required to be filed under Section 13 or Section 15(d) of the Securities Exchange Commission. All officers of the
Company resigned prior to the filing of the Assignment. The Corporation has determined that there is no reasonable prospect
of obtaining any further value for its creditors or shareholders, and the directors of the corporation have resigned from the
Corporation, effective immediately following the filing of this Report. No director expressed any disagreement with the
Company as a cause for his resignation.
Item 9.01 Financial
Statements and Exhibits
Exhibit No.
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Description
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99.1
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Letter of Hollis Meddings Group to Creditors of
Thermo-Energy Corporation, Inc. dated July 29, 2016
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SIGNATURE
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: August 10, 2016
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THERMOENERGY CORPORATION
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(Registrant)
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By:
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/s/ Arthur Reynolds
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Name:
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Arthur Reynolds
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Title:
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Director
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Exhibit Index
Exhibit No.
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Description
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99.1
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Letter of Hollis Meddings Group to Creditors of Thermo-Energy
Corporation, Inc. dated July 29, 2016
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|
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