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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December
10, 2012
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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):
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))
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On December 10, 2012, we entered into an
Executive Employment with James F. Wood, pursuant to which Mr. Wood was appointed, effective as of January 2, 2013, as our President
and Chief Executive Officer. Also effective as of January 2, 2013, Mr. Wood was elected to our Board of Directors and selected
as Chairman of the Board. Mr. Wood will succeed Cary G. Bullock, who will retire as of January 2, 2013; Mr. Bullock will continue
to serve as a non-employee member of our Board of Directors.
In connection with his appointment, Mr.
Wood was also appointed, effective as of January 2, 2013, as a member of the Board of Directors and Chief Executive Officer of
our subsidiary, ThermoEnergy Power Systems LLC, and as a
member
of the Board of Directors and
President of our subsidiary, CASTion Corporation.
Mr. Wood, who is 70 years old, has served
since October 2009 as Deputy Assistant Secretary for Clean Coal in the United States Department of Energy.
In
this
position, he was responsible for the management and direction of the Department
of Energy’s Office of Fossil Energy's clean coal research and development programs. Chief among these is the Carbon Capture,
Utilization and Storage program, the Clean Coal Power Initiative, and the Office of Fossil Energy’s $3.4 billion portfolio
of Recovery Act projects.
Mr. Wood has over 30 years
of experience in the power industry. Prior to joining the government, he was, from November 2001 to September 2009, President
and CEO of Babcock Power Inc., a designer and manufacturer of environmental, pressure part, heat exchanger, combustion equipment
and after-market services for the power generation industry with whom we were engaged in a joint venture known as Babcock-Thermo
Clean Carbon LLC. From 1996 to 2001, Mr. Wood was President of Babcock & Wilcox Co., an integrated world-wide provider of boiler-systems
and after-market services to the power industry.
Earlier in his career,
Mr. Wood worked in various positions for Babcock & Wilcox and for Wheelabrator Environmental Systems Inc. He has resided abroad
for significant periods of time, including in Italy, India, Belgium, Colombia, and Ecuador, and was responsible for Babcock &
Wilcox’s foreign subsidiaries and ventures in China, Turkey, Egypt and Indonesia. While in the private sector, Mr. Wood served
on two federal advisory councils: the National Coal Council and the US-Egypt President's Council.
Mr. Wood is Fellow of the
American Society of Mechanical Engineers and a Trustee of Clarkson University. He holds a B.S. in Chemical Engineering from Clarkson
and an MBA with a focus on international economics from Kent State University.
Pursuant to Mr. Wood’s Executive
Employment Agreement, we have agreed to pay him a base salary of $230,000, with eligibility for performance bonuses, from time
to time, in accordance with incentive compensation arrangements to be established by the Benefits and Compensation Committee of
our Board of Directors. Mr. Wood’s employment is terminable by either party upon 30 days’ written notice; provided
that we may terminate Mr. Wood’s employment immediately for “Cause” (as such term is defined in the Executive
Employment Agreement) and Mr. Wood may terminate his employment immediately for “Good Reason” (as such term is defined
in the Executive Employment Agreement). If Mr. Wood’s employment is terminated for any reason other than (i) by us for Cause
or (ii) voluntarily by Mr. Wood without Good Reason, Mr. Wood will be entitled to receive severance payments of $19,167 per month
for six months following the termination of his employment, and we will keep in force for such six-month period all health insurance
benefits afforded to Mr. Wood and his family at the time of termination. Mr. Wood’s Executive Employment Agreement contains
other conventional terms, including covenants relating to the confidentiality and non-use of our proprietary information, and a
provision prohibiting Mr. Wood, for a period of six months or one year following the termination of his employment (depending on
the circumstances of termination), from competing against us or soliciting our customers or employees. Mr. Wood’s Executive
Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing discussion is qualified in its
entirety by reference to such Exhibit.
Pursuant to Mr. Wood’s Executive
Employment Agreement, on January 2, 2013, we will award Mr. Wood a stock option for the purchase of 13,750,000 shares of our Common
Stock at an exercise price equal to the closing price of our Common Stock in the over-the-counter market on December 31, 2012 (the
trading day immediately preceding the effective date of his employment), with a provision for net surrender cashless exercise.
The option has a term of ten years, subject to Mr. Wood’s continued employment with us, and vests in quarterly installments
through December 31, 2016; provided, however, that if, prior to December 31, 2016, Mr. Wood’s employment is terminated for
any reason other than (i) by us for Cause or (ii) voluntarily by Mr. Wood without Good Reasons, within 90 days after a “Change
of Control” (as such term is defined in the Executive Employment Agreement), the option will immediately vest with respect
to 50% of the shares that were unvested on the date of the Change of Control.
Item
9.01. Financial Statements and Exhibits
Exhibit
No.
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Description
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10.1 *
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Executive Employment Agreement dated December 10, 2012 by and between ThermoEnergy Corporation and James F. Wood
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* May be deemed a compensatory plan or arrangement
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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: December 20, 2012
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THERMOENERGY CORPORATION
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(Registrant)
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By:
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/s/ Cary G. Bullock
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Name:
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Cary G. Bullock
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Title:
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Chairman and Chief Executive Officer
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