SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 1 )*
THERMOGENESIS CORP.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
883623209
(CUSIP Number)
February 13, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 883623209 13G Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George W. Haywood
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)[ ]
(b)[ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5. SOLE VOTING POWER 3,494,100 (1)
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER 120,000 (2)
EACH
REPORTING --------------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER 3,494,100 (1)
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8. SHARED DISPOSITIVE POWER 120,000 (2)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,614,100
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) Includes 27,600 shares owned by children.
(2) Represents shares owned by spouse.
Item 1(a). Name of Issuer:
ThermoGenesis Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
2711 Citrus Road, Rancho Cordova, California 95742
Item 2(a). Name of Person Filing:
George W. Haywood
Item 2(b). Address of Principal Business Office or, if none, Residence:
c/o Cronin & Vris, LLP, 380 Madison Avenue, 24th Floor, New York, New
York 10017
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Item 2(e). CUSIP Number
883623209
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c) , check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 3,614,100
(b) Percent of Class: 7.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 3,494,100
(ii) Shared power to vote or to direct vote: 120,000
(iii) Sole power to dispose or to direct the disposition of: 3,494,100
(iv) Shared power to dispose or to direct the disposition of: 120,000
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Included as shares for which there exist sole voting and dispositive
power are 27,600 shares owned by Mr. Haywood's minor children, which
children would have the right to the receipt of dividends from, and
the proceeds from the sale of, such shares.
Included as shares for which there exist shared voting and dispositive
power are 120,000 shares owned by Mr. Haywood's spouse, which spouse
would have the right to the receipt of dividends from, and the
proceeds from the sale of, such shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
being held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 13, 2006
/s/George W. Haywood
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Signature
George W. Haywood
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Name
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