-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IG2FwRz4v8mkHWuCpa5Qi6v8WiI7m6KHqNAYx75OrYsXR/mVqNF57gk02/3m7r/F I1eGZWlkVZ90l+5OfooYlg== 0001209191-08-043298.txt : 20080722 0001209191-08-043298.hdr.sgml : 20080722 20080722185705 ACCESSION NUMBER: 0001209191-08-043298 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080710 FILED AS OF DATE: 20080722 DATE AS OF CHANGE: 20080722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-46104-FW FILM NUMBER: 08964376 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: THERMOENERGY CORP CENTRAL INDEX KEY: 0000884504 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 710699511 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 323 CENTER STREET, SUITE 1300 CITY: LITTLE ROCK STATE: AK ZIP: 72201 BUSINESS PHONE: 5013766477 MAIL ADDRESS: STREET 1: 323 CENTER STREET STREET 2: SUITE 1300 CITY: LITTLE ROCK STATE: AK ZIP: 72201 FORMER COMPANY: FORMER CONFORMED NAME: INNOTEK CORPORATION DATE OF NAME CHANGE: 19930328 4 1 c73992_4.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-07-10 0000884504 THERMOENERGY CORP TMEN.OB 0000904841 KIMBERLIN KEVIN C/O SPENCER TRASK VENTURES, INC. 535 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock 2008-07-10 4 X 0 1217934 .50 A 3628801 I See Footnotes Common Stock 25000 I See Footnotes Common Stock Purchase Warrant .50 2008-07-10 4 X 0 2417539 .50 D 2013-05-31 Common Stock 2417539 0 I See Footnotes Convertible Promissory Note .50 2010-05-31 Common Stock 4252015 4252015 I See Footnotes Common Stock Purchase Warrant .50 2013-05-31 Common Stock 50000 50000 I See Footnotes The shares of common stock were acquired pursuant to a cashless exercise of the Common Stock Purchase Warrant of the Company held by STSG (defined below) as of July 10, 2008. The warrants may be exercised at any time on or before May 31, 2013 for shares of the Company's common stock at an exercise price of $0.50 per share, subject to the Company's right to accelerate the expiration date if, at any time after July 2, 2009, the market price for the Company's common stock equals or exceeds 200% of its market price on July 2, 2007 (i.e., $1.39 per share) for a period of 30 consecutive trading days. A warrant to purchase up to 2,417,539 shares of the Company's common stock at an exercise price of $0.50 per share. Pursuant to the Agreement for the Purchase and Sale of Securities entered into as of July 2, 2007 by and among CASTion Corporation, a Massachusetts corporation ("CASTion"), and six investment funds, including Spencer Trask Specialty Group, LLC ("STSG") and Spencer Trask Private Equity Accredited Fund III, LLC ("Accredited Fund"), both of which are related persons of the Reporting Person, ThermoEnergy Corporation (the "Company") acquired from such funds shares of the preferred stock of CASTion representing, in the aggregate, 90.31% of the issued and outstanding shares of CASTion's common stock on an as-converted basis and promissory notes in the aggregate principal amount of $2,000,000 and other debt obligations of CASTion. In consideration for the preferred stock and debt of CASTion, pursuant to the Agreement for the Purchase and Sale of Securities, the Company issued the following to STSG: (i) 2,410,867 shares of the Company's common stock; (ii) a warrant to purchase up to 2,417,539 shares of the Company's common stock at an exercise price of $0.50 per share; and (iii) a convertible promissory note of the Company in the principal amount of $1,949,841, and the following to Accredited Fund: (i) 25,000 shares of the Company's common stock; and (ii) a warrant to purchase up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share. The Reporting Person is the non-member manager and indirectly the principal owner of STSG, a Delaware limited liability company. The Reporting Person is indirectly the 100% owner of the manager of Accredited Fund. The Reporting Person disclaims beneficial ownership of the securities held by each fund, except to the extent of any pecuniary interest therein. The convertible promissory note of the Company (the "Note") is due May 31, 2010. The outstanding principal and accrued and unpaid and/or deferred interest on the Note are convertible, at any time at the election of the holder, into shares of the Company's common stock at a price of $0.50. The Note's principal amount of $1,949,841, together with accrued and unpaid and/or deferred interest of $176,167, were convertible, as of July 21, 2008, into 4,252,015 shares of the Company's common stock. A warrant to purchase up to 50,000 shares of the Company's common stock at an exercise price of $0.50 per share. /s/ Kevin B. Kimberlin 2008-07-22 -----END PRIVACY-ENHANCED MESSAGE-----