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): April 2, 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
Effective April 2, 1998, THINK New Ideas, Inc. (the "Company") acquired all
of the issued and outstanding shares of capital stock of Herring/Newman, Inc.,
("HN"), a Washington corporation engaged in the business of full service
advertising, to be accounted for using the purchase method of accounting. All of
HN's current employees will be retained and become part of the Company's
operating structure. A copy of the Company's press release, dated April 6, 1998,
is attached hereto as exhibit 99.01 and is incorporated herein by reference.
Additionally, on April 2, 1998, the Company and HN caused a Certificate of
Merger to be filed with the Secretary of State of the State of Delaware and
Articles of Merger to be filed with the Secretary of State of the State of
Washington.
In exchange for the Company's acquisition of all 445 shares of the
outstanding capital stock of HN, the Company: (a) issued an aggregate of 127,799
shares of the Company's common stock, par value $.0001 per share (the "Common
Stock") and (b) paid $400,000 in cash to the former stockholders of HN, Philip
W. Herring and Daniel D. Gross (collectively referred to as the "HN
Stockholders") at the closing. The Company issued an additional 77,220 shares of
Common Stock to the HN Stockholders, which is being held in escrow (the
"Escrowed Stock"). The Escrowed Stock shall be released to the HN Stockholders
on the first anniversary of the closing date upon the occurrence of certain
conditions, including retention of HN's largest clients, Westin Premier, Inc.
and Hewlett Packard. 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 HN or any of the Company's or HN's affiliates, any directors or officers of
the Company or HN 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.
ITEM 5. OTHER EVENTS
Not Applicable.
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM.7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) FINANCIAL STATEMENTS.
Financial Statements of HN and the Pro forma financial information is not
required to be filed with this 8-K under Item 7 (a) and (b).
(c) EXHIBITS.
Exhibit 99.01 The Company's press release dated April 6, 1998 regarding
the Herring/Newman acquisition.
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: April 15, 1998 By: /S/ MELVIN EPSTEIN
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Melvin Epstein, Chief Financial Officer
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FOR IMMEDIATE RELEASE
THINK NEW ACQUISITION
ADDS TALENT, COMPETENCY AND GEOGRAPHY
THINK NEW IDEAS ACQUIRES LARGEST INDEPENDENTLY-OWNED
INTEGRATED MARKETING FIRM IN WASHINGTON STATE; WILL ADD $55 MILLION IN
BILLINGS, NEW CLIENTS AND STRONG PRESENCE IN THE PACIFIC NORTHWEST
NEW YORK, NY -- APRIL 6, 1998 -- THINK New Ideas, Inc. (NASDAQ NMS:THNK) today
announced that the company has acquired Herring/Newman, Inc., one of Seattle's
largest full-service integrated marketing and communications firms and the
largest independently-owned agency in the State of Washington with $55 million
in annual billings in 1997. Herring/Newman's clients include Hewlett Packard,
Westin Hotels & Resorts, AoFem Medical, The Seattle Times and The Seattle Opera,
among others.
"The addition of Herring/Newman allows us to be highly competitive in an
important and growing Seattle-based international market, while further
strengthening our international global, blue-chip client list," said Scott
Mednick, Chairman and CEO of THINK. "We believe this makes an important
statement for THINK, further establishing our position as the marketing and
communications company for the information age."
Herring/Newman will now be known as THINK Seattle, will provide a Pacific
Northwest base and will immediately begin representing the full range of THINK
marketing and communications competencies. All of Herring/Newman's current
clients and all 60 current employees will be retained as THINK Seattle becomes
part of the global THINK operating structure. Current management will remain in
place on a regional level and join THINK's team on an international scope.
"Many companies tried to acquire us over the years, but we never considered the
offers because we believe that our vision would have perished," said Bill
Toliver, CEO of Herring/Newman. "When THINK approached us, we realized that
management sees the world the same way we do. It was an easy decision. It's a
great, innovative company."
"Herring/Newman contributes several elements that THINK feels are critical in an
acquisition: profitability, a broad base of talent, geography, quality
management, interactive and relationship management skills, access to new
clients, and an almost ideal mix of culture and focus," commented Ron Bloom,
President and COO of THINK. "The acquisition of Herring Newman dramatically
increases our presence in the Pacific Northwest and exemplifies our acquisition
efforts on both a strategic and tactical level."
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In keeping with THINK's philosophy of working not as a holding company but as an
operational entity, Herring/Newman will immediately begin re-branding itself as
THINK Seattle. Top executives Bill Toliver, Alan Brown, and Dan Gross will
remain at the helm of THINK Seattle, with Toliver becoming general manager,
Brown serving as director of strategic planning and business development, and
Gross as creative director. Phil Herring, president, will join THINK's corporate
marketing team. The purchase price for the acquisition was $3 million with an
aggregate of $400,000 in cash and the balance of which was in shares of the
company's common stock.
THINK New Ideas, Inc., The Marketing and Communications Company for the
Information Age, with offices in Los Angeles, New York, Atlanta, Boston and
Seattle, provides marketing, technology and interactive business solutions to
Fortune 500 and other high-profile clients. THINK is also positioned as one of
the leading Internet and Intranet systems developers and interactive
communications solutions providers in the emerging new technology and digital
communications arena. The company's integrated solutions include the development
of several proprietary Internet, Intranet tools and applications including
WebMechanic, E-corp, ASAP, and X-Tracker, each providing specific solutions to
business problems commonly faced by large corporations.
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Contact:
Dick Altman Brian Czarny
Jacobson-Altman Public Relations Inc. THINK New Ideas,
212-697-2620 212-216-0146
[email protected] [email protected]
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