SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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CURRENT REPORT
ON
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (Date of earliest event reported): June 29, 1998
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(Exact name of registrant as specified in its charter)
THINK NEW IDEAS, INC.
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
DELAWARE 000-21775 95-4578104
(Address of principal executive offices) 45 WEST 36TH STREET,
12TH FLOOR, NEW YORK, NEW YORK 10018
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 629-6800
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger, on June 29, 1998 (the
"Agreement"), UbiCube Acquisition Corp. ("UAC"), a wholly owned subsidiary of
THINK New Ideas, Inc. (the "Company") acquired all of the issued and outstanding
shares of capital stock of UbiCube Group, Inc., a Delaware corporation
("UbiCube"). As a result of the acquisition, UbiCube was merged with and into
UAC and UAC thereby acquired certain interactive companies in London and in San
Francisco in exchange for issuance of:
(a) 154,257 shares of common stock (the "THINK Stock") having an aggregate
value of approximately $4,000,000 at the closing; and
(b) 154,257 shares of THINK Stock having an aggregate value of
approximately $4,000,000, which stock was placed in escrow pending release of
portions thereof on each of January 15, 1999, January 15, 2000 and March 1,
2001.
In addition to the foregoing, the Company may issue additional shares of
THINK Stock to the former shareholders of UAC of up to approximately $9.0
million, subject to the attainment by UAC of certain revenue and profit targets
during the three years following the closing.
In connection with the acquisition, the Company has also agreed to enter
into employment agreements with several employees of UbiCube and its
subsidiaries and agreed to grant to the new employees options to acquire up to
125,000 shares of THINK Stock.
The amount and nature of the consideration paid in connection with the
transactions reported herein were the result of arm's length negotiations
between the parties. No material relationships between the Company and UbiCube
or any of the Company's or UbiCube's affiliates, any directors or officers of
the Company or UbiCube or any associate of any such director or officer existed
prior to the occurrence or consummation of the transactions reported herein.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not Applicable.
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ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) FINANCIAL STATEMENTS.
Financial statements of UbiCube and the pro forma financial information
concerning the Company, to the extent required, will be provided in accordance
with the instructions to this item not later than sixty (60) days from this Form
8-K filed by the Company on July 13, 1998.
(c) EXHIBITS.
None.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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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.
THINK NEW IDEAS, INC.
(Registrant)
Date: July 13, 1998 By: /s/ Melvin Epstein
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Melvin Epstein, Chief Financial Officer
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