<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM SB-2MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
THINK NEW IDEAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7389 95-4578104
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
45 WEST 36TH STREET
NEW YORK, NEW YORK 10018
(212) 629-6800
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
SCOTT A. MEDNICK
CHIEF EXECUTIVE OFFICER
THINK NEW IDEAS, INC.
8522 NATIONAL BOULEVARD, SUITE 101
CULVER CITY, CALIFORNIA 90232-2481
(310) 842-8444
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RALPH V. DE MARTINO, ESQ. SHELDON E. MISHER, ESQ.
DE MARTINO FINKELSTEIN ROSEN & VIRGA BACHNER, TALLY, POLEVOY & MISHER, LLP
1818 N STREET, NW, SUITE 400 380 MADISON AVENUE
WASHINGTON, DC 20036-2492 NEW YORK, NY 10017
(202) 659-0494 (212) 687-7000
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If this Form is filed to register additional securities for an Offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same Offering. [X] 333-12795
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same Offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.0001(2)............... 172,500 $ 7.00 $1,207,500 $365.87
- ---------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001 (3).............. 15,000 $ 9.80 $ 147,000 $ 44.54
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Total.................... $410.41
</TABLE>
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(1)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a).
(2)Includes 22,500 shares of Common Stock subject to the over-allotment option
granted to the Representative.
(3) Represents shares underlying the Representative's underwriter's warrants.
(4)A filing fee of $6,673 was previously paid by the Registrant pursuant to a
Registration Statement on Form SB-2 (File No. 333-12795) for the same
offering.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form SB-2 (the
"Registration Statement") filed by THINK New Ideas, Inc. with the Securities
and Exchange Commission (File No. 333-12795) pursuant to the Securities Act of
1933, as amended, which was declared effective on November 26, 1996 is
incorporated herein by reference in its entirety.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The exhibits appearing in the Registration Statement which was declared
effective on November 26, 1996 are incorporated herein by reference in their
entirety except as superseded by the following exhibits.
EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
5.1 Opinion of De Martino Finkelstein Rosen & Virga, counsel for the
Company.
11 Loss per share calculations.
23.1 Consent of De Martino Finkelstein Rosen & Virga (included in Exhibit
5.1).
23.2 Consent of BDO Seidman, LLP, independent certified public accountants.
</TABLE>
II-1
<PAGE>
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE COMPANY HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
NEW YORK, STATE OF NEW YORK, ON NOVEMBER 26, 1996.
THINK New Ideas, Inc.
/s/ Melvin Epstein
By: _________________________________
MELVIN EPSTEIN
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Melvin Epstein
and Scott Mednick, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Scott A. Mednick Chief Executive November 26,
- ------------------------------------- Officer and 1996
SCOTT A. MEDNICK Chairman of the
Board of Directors
/s/ Ronald E. Bloom President, Chief November 26,
- ------------------------------------- Operating Officer 1996
RONALD E. BLOOM and Director
/s/ Adam C. Curry Chief Technology November 26,
- ------------------------------------- Officer and 1996
ADAM C. CURRY Director
/s/ Melvin Epstein Chief Financial November 26,
- ------------------------------------- Officer 1996
MELVIN EPSTEIN
/s/ Frank DeLape Director November 26,
- ------------------------------------- 1996
FRANK DELAPE
Director
- -------------------------------------
ANGEL MARTINEZ
Director
- -------------------------------------
MICHAEL RIBERO
Director
- -------------------------------------
BARRY J. WAGNER
II-2
<PAGE>
Exhibit 5.1
[LETTERHEAD OF DE MARTINO FINKELSTEIN ROSEN & VIRGA APPEARS HERE]
November 26, 1996
Board of Directors
THINK New Ideas, Inc.
45 West 36th Street
New York, New York 10018
Re: Registration Statement on Form SB-2 filed on November 26, 1996 (File
No. 333-12795)
---------------------------------------------------------------------
Gentlemen:
We have acted as counsel to THINK New Ideas, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration statement on Form SB-2 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") relating to the
Company's public offering of 2,150,000 shares of Common Stock, $.0001 par value
per share (the "Common Stock"). Such shares of Common Stock are being offered
pursuant to the terms of a certain underwriting agreement (the "Underwriting
Agreement") between the Company and Commonwealth Associates as the underwriter
of the Company's public offering (the "Underwriter"). The Registration Statement
also relates to: (a) the grant to the Underwriter of an option to purchase an
additional 322,500 shares of Common Stock, of which 107,500 shares shall be
issued by the Company and 215,000 shares shall be provided by a stockholder (the
"Selling Stockholder"), to cover over-allotments in connection with the
Company's public offering (the "Over-Allotment Option"); and (b) the sale to the
Underwriter of an option to purchase up to 215,000 shares of Common Stock (the
"Underwriter's Warrant").
We have examined the Articles of Incorporation and Bylaws of the Company,
the minutes of various meetings and consents of the Board of Directors of the
Company, drafts of the Underwriting Agreement and the Underwriter's Warrant,
forms of certificates representing the Common Stock, originals or copies of all
such records of the Company, agreements, certificates of public officials,
certificates of officers and representatives of the Company and others, and such
other documents, certificates, records, authorizations, proceedings, statutes
and judicial decisions as we have deemed necessary to form the basis of the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
copies thereof. As to various questions of fact material to such opinion, we
have relied upon statements and certificates of officers and representatives of
the Company and others.
<PAGE>
Board of Directors
THINK New Ideas, Inc.
November 26, 1996
Page 2
In connection with the preparation of this opinion, we have reviewed
such questions of law as we have deemed necessary. We do not herein give any
opinion with respect to the laws of any jurisdiction other than the general laws
of the United States of America, the federal securities laws, the laws of the
District of Columbia and the General Corporation Law of the State of Delaware.
Except as otherwise provided herein, we have assumed that, insofar as the laws
of another jurisdiction may be applicable to any matters to which this opinion
may relate, such laws are identical to the laws of the District of Columbia;
however, we express no opinion as to the extent to which the laws of the
District of Columbia or such other jurisdiction may apply.
Based upon the foregoing, we are of the opinion that:
1. The 2,472,000 shares of Common Stock (including those shares to
be issued by the Company pursuant to exercise of the Over-Allotment Option) have
been duly authorized and reserved for issuance and, when issued and sold in
accordance with the Underwriting Agreement and the Prospectus, will be duly
authorized, validly issued, fully paid and nonassessable;
2. The Underwriter's Warrant has been duly authorized and reserved for
issuance and, when issued and sold in accordance with the Underwriting
Agreement and the Prospectus, will be validly issued, fully paid and
nonassessable;
3. The 200,000 shares of Common Stock to be offered and sold by the
Selling Stockholder have been duly authorized and validly issued, are fully paid
and nonassessable and, when sold in accordance with the Underwriting Agreement
and the Prospectus, will be duly authorized, validly issued, fully paid and
nonassessable; and
4. The 200,000 Shares of Common Stock issuable upon exercise of the
Underwriter's Warrant have been duly authorized and reserved for issuance, and
when issued in accordance with the terms of the Underwriter's Warrant will be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and the
Prospectus as attorneys who have passed upon legal matters in connection with
the offering of the securities described therein under the caption "Legal
Matters." We further consent to your filing a copy of this opinion as an exhibit
to the Registration Statement.
De Martino Finkelstein Rosen & Virga
By: /s/ Ralph V. De Martino
-----------------------------------------
Ralph V. De Martino, a Principal
<PAGE>
EXHIBIT 11
THINK NEW IDEAS, INC.
LOSS PER SHARE CALCULATIONS
YEAR ENDED JUNE 30, 1996
AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
JUNE 30, 1996 1995 1996
------------- --------- -----------
<S> <C> <C> <C>
Pro Forma Loss Per Share
- ------------------------
Pro forma net loss $ (824,664) $(152,311) $ (201,255)
Interest on convertible debt issued with conversion rates
below the IPO price during the period beginning one year
prior to the initial filing of the registration statement 19,463 -- 10,459
----------- --------- ----------
Pro forma net loss used in the calculation $ (805,201) $(152,311) $ (190,796)
----------- --------- ----------
Weighted average number of shares outstanding 1,134,364 503,902 2,017,010
Adjustments for "cheap" shares--
Effect of shares issued during 1996 882,646 1,513,108 --
Shares issuable pursuant to convertible debt issued in
March 1996 216,667 216,667 216,667
Shares issuable pursuant to convertible debt issued in
April 1996 216,660 216,660 216,660
Shares issued in August 1996 private placement 938,667 938,667 938,667
Repurchases assumed, using the treasury stock method (882,323) (889,412) (353,429)
----------- --------- ----------
Shares used in the calculation 2,506,681 2,499,592 3,035,575
----------- --------- ----------
Pro forma loss per share $(.32) $(.06) $(.06)
===== ===== =====
Supplemental Pro Forma Loss Per Share
- -------------------------------------
Pro forma net loss used in pro forma loss per
share calculation $ (805,201) $(152,311) $ (190,796)
Interest on debt extinguished using a portion of proceeds
obtained through the private placement of shares 224,212 7,200 63,024
----------- --------- ----------
Supplemental pro forma net loss used in the
calculation $(580,989) $(145,111) $ (127,772)
----------- --------- ----------
Shares used in pro forma loss per share
calculation 2,506,681 2,499,592 3,035,575
Increase in weighted average number of shares outstanding
if the proceeds from the shares sold to fund debt
extinguishment had been used to repay debt on the date
such debt was issued, rather than for the assumed
purchase of treasury stock 111,197 41,143 175,465
----------- --------- ----------
Shares used in the calculation 2,617,878 2,540,735 3,211,040
----------- --------- ----------
Supplemental pro forma loss per share $(.22) $(.06) $(.04)
===== ===== =====
</TABLE>
Note - The amounts of fully diluted pro forma loss per share and supplemental
pro forma loss per share would not differ from the amounts shown above.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Think New Ideas, Inc.
New York, New York
We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated July 23, 1996, except for Notes 5,
8, 10 and 12, which are as of November 25, 1996, relating to the consolidated
financial statements of Think New Ideas, Inc., and our report dated July 23,
1996 relating to the financial statements of On Ramp, Inc. which are contained
in that Prospectus.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman, LLP
New York, New York
November 25, 1996
