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): April 23, 2013
ThermoEnergy Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 33-46104-FW | 71-0659511 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 10 New Bond Street, Worcester, Massachusetts | 01606 |
| (Address of principal executive offices) | (Zip Code) |
(508) 854-1628
(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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On April 23, 2013, Dileep Agnihotri resigned as a member of our Board of Directors. On the same date, Dr. Agnihotri also resigned as a member of the Board of Directors of our subsidiary, CASTion Corporation.
Dr. Agnihotri had been a member of our Board of Directors since January 2012. Dr. Agnihotri served as one of the four directors elected by the holders of our Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock and Series C Convertible Preferred Stock (voting together as a single class).
Dr. Agnihotri’s resignation is not due to a disagreement with our Board of Directors or our management on any matter relating to our operations, policies or practices.
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: April 24, 2013
| THERMOENERGY CORPORATION | |||
| (Registrant) | |||
| By: | /s/ Gregory M. Landegger | ||
| Name: | Gregory M. Landegger | ||
| Title: | Chief Operating Officer and | ||
| Interim Chief Financial Officer | |||