Attached files
| file | filename |
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| EX-10.1 - THERMOENERGY CORP | v189500_ex10-1.htm |
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): June 24,
2010
|
ThermoEnergy
Corporation
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
|
(State
or other jurisdiction of
incorporation)
|
|
33-46104-FW
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71-00659511
|
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
|
124 West Capitol Avenue, Suite
880, Little Rock, Arkansas
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72201
|
|
(Address of
principal executive offices)
|
(Zip
Code)
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(501)
376-6477
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|
(Registrant’s
telephone number, including area
code)
|
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
1.01 -- Entry into a Material Definitive
Agreement.
On June
24, 2010, we received from the New York City Department of Environmental
Protection an Order to Commence under the Contract between us and the City of
New York, dated May 11, 2010 and registered with the Office of the Comptroller
on June 23, 2010, relating to the ThermoEnergy Ammonia Removal Process System at
the 26th Ward
waste water pollution control plant (the “Contract”). The value
of the Contract is estimated to be $27.1 million.
Under the
Contract, we have been engaged by the City of New York to (a) provide
engineering and design services with respect to the rehabilitation of the Cake
Storage Building, process equipment, and miscellaneous systems at the 26th Ward
waste water pollution control plant, (b) supply and install our proprietary
ARP® equipment (the “System”) at the 26th Ward
waste water pollution control plant, and (c) operate and maintain the System at
the 26th Ward
waste water pollution control plant for a period of twelve months. We
are obligated to complete our services under the Contract on or before December
24, 2013. For our engineering and design services related to the
rehabilitation of the Cake Storage Building and miscellaneous systems we will be
paid $5,786,197, payable in installments upon achieving certain milestones. For
the supply and installation of the System we will be paid $13,441,300, payable
in installments relating to the progress of the project. For our
operations and maintenance services we will be paid $2,324,383, payable in
twelve equal monthly installments. In addition, we will be
reimbursed, on a monthly basis, for our costs related to chemicals and reagents
used in the System and the handling, storage and transportation of byproducts of
the System (including internal costs and overhead), estimated to be
$5,580,500.
The
Contract is subject to the New York City Department of Environmental
Protection’s General Provisions Governing Contracts for Consultants,
Professional and Technical Services. The Contract contains other
conventional provisions, including requirements that we submit monthly progress
reports to the Department of Environmental Protection, that we designate a
project manager (subject to the approval of the Commissioner of the Department
of Environmental Protection) to oversee and manage the project, that we
cooperate with the City of New York in developing public education activities
with respect to the 26th Ward
waste water pollution control plant, and that we grant the City of New York a
nonexclusive, irrevocable, royalty-free license to use the design and
engineering materials developed by us under the Contract (solely for use in the
construction and operation of the System).
The
Contract is filed as Exhibit 10.1 to this Current Report on Form 8-K and the
foregoing description of such document is qualified in its entirety by reference
to such Exhibit.
Item
9.01. Financial
Statements and Exhibits
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(c)
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Exhibits
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Exhibit
No.
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Description
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10.1
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Contract
No. PO-98B (Registration No. CTC 826 20101417884) between The City of New
York Department of Environmental Protection and ThermoEnergy
Corporation
|
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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:
June 30, 2010
| THERMOENERGY CORPORATION | |||
|
(Registrant)
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|||
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By:
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/s/ Teodor Klowan, Jr. | |
| Name: | Teodor Klowan, Jr., CPA | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
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