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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______ )*
Think New Ideas, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
884094103
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(CUSIP Number)
AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, FL 33131
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AnswerThink Consulting Group, Inc. ("AnswerThink")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida, U.S.A.
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7 SOLE VOTING POWER
2,008,288 (pursuant to an option granted by Think New
Ideas to AnswerThink)
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,223,463 (pursuant to a voting agreement among
OWNED BY AnswerThink and certain shareholders of
EACH Think New Ideas)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,008,288 (pursuant to an option granted by Think New
Ideas to AnswerThink)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,231,751
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
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This statement on Schedule 13D (this "Statement") relates to shares of
common stock, $.0001 par value per share, of Think New Ideas, Inc., a Delaware
corporation (the "Issuer"), and is being filed by AnswerThink Consulting Group,
Inc. The principal executive offices of the Issuer are located at 45 West 36th
Street, 12th Floor, New York, New York 10018.
Item 2. Identity and Background
-----------------------
This Statement is filed by and on behalf of AnswerThink, a Florida
corporation. AnswerThink is engaged in the business of providing integrated
consulting and technology enabled solutions to Fortune 500 companies.
AnswerThink's principal business and office are located at 1001 Brickell Bay
Road, 30th Floor, Miami, FL 33131. The names of each of the executive officers
and directors of AnswerThink are set forth in Schedule I of this Statement.
During the last five years, neither AnswerThink, nor, to the best knowledge of
AnswerThink, any of the persons named in Schedule I to this Statement, has or
have been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or state securities laws or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
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Pursuant to an Agreement and Plan of Merger dated as of June 24, 1999
(the "Merger Agreement"), by and among AnswerThink, Darwin Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of AnswerThink ("Merger Sub"),
and the Issuer, and subject to the Merger Agreement's conditions, Merger Sub
will be merged with and into the Issuer (the "Merger"), with each outstanding
share of Issuer common stock being converted into the right to receive 0.70
shares of AnswerThink common stock. The Merger is subject to the approval of
the Merger Agreement and the Merger by Issuer's shareholders, approval of the
issuance of AnswerThink common stock in the Merger by AnswerThink's
shareholders, and the satisfaction or waiver of certain other conditions as more
fully described in the Merger Agreement. The foregoing summary of the Merger is
qualified in its entirety by reference to the copy of the Merger Agreement
included as Exhibit 2.1 to AnswerThink's current report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on July 1, 1999 (the "Form 8-
K"), and incorporated by reference herein in its entirety.
Item 4. Purpose of Transaction
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(a) - (b) As an inducement to AnswerThink to enter into the Merger Agreement,
each executive officer, director and certain stockholders (collectively, the
"Stockholders") of Issuer, whose names are listed in Schedule II hereto, have
entered into a voting agreement with AnswerThink, dated as of June 24, 1999 (the
"Voting Agreement"). Pursuant to the Voting Agreement, each of the Stockholders
have irrevocably appointed AnswerThink as
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his, her or its lawful attorney and proxy. Such proxy gives AnswerThink the
limited right to vote each share of Issuer common stock that each of the
Stockholders owns and may acquire, as to all matters related to the Merger
Agreement. As of June 24, 1999, the shared voting power with the
Stockholders of Issuer relates to 2,223,463 shares of Issuer common stock
(the "Proxy Shares"). The Stockholders and the number of Proxy Shares
beneficially owned by each of them is set forth in Schedule II hereto which
is hereby incorporated by reference herein. In exercising its right to vote
the Proxy Shares as lawful attorney and proxy of the Stockholders,
AnswerThink will be limited, at every Issuer stockholders meeting and every
written consent in lieu of such meeting, to vote the Proxy Shares in favor
of approval of the Merger Agreement and the Merger and other matters
contemplated therein. The Stockholders may vote the Proxy Shares on all
other matters. The Voting Agreement terminates upon the earlier to occur of
(i) the date and time that the Merger becomes effective; (ii) the date the
Merger Agreement is terminated; or (iii) if the Merger Agreement is
terminated under certain circumstances and the Issuer is obligated to pay
AnswerThink a termination fee, the date the fee is paid.
In connection with the Merger, AnswerThink and the Issuer entered into
a Stock Option Agreement, dated as of June 24, 1999, (the "Option Agreement").
Under the Option Agreement, AnswerThink has an option (the "Option"),
exercisable only in certain circumstances, none of which has occurred, to
acquire from the Issuer 2,008,288 newly issued shares of Issuer common stock at
a price of $18.50 per share, subject to adjustment in certain circumstances (the
"Option Shares"). Subject to certain conditions, AnswerThink may exercise the
Option in whole or in part if the Merger Agreement is terminated because:
. the Issuer's board of directors withdrew, or modified in a manner
adverse to AnswerThink, its recommendation of the Merger Agreement or
resolved, publicly announced or disclosed to any third party its intent
to do any of the same;
. a person made a tender offer or exchange offer for 20% or more of the
Issuer's common stock and the Issuer's board of directors, within 10
business days after the offer was made, either (a) did not recommend
that the offer be rejected or (b) took no position as to the offer;
. Issuer materially breached the Option Agreement;
. Issuer's board of directors determined to recommend a superior proposal
to Issuer's shareholders and the Issuer provided notice to AnswerThink
and made required payments to AnswerThink;
. Issuer's shareholders did not approve the Merger Agreement and Merger;
. Issuer failed to perform any of the covenants or obligations under
any agreements in the merger agreement;
. a representation or warranty of the Issuer in the merger agreement was
untrue when made or on the Merger's closing date and not cured; or
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. the Merger did not close on or before March 20, 2000, or under certain
circumstances, June 18, 2000, because Issuer did not timely fulfill an
obligation under the Merger Agreement.
Descriptions of the Voting Agreement and the Option Agreement contained herein
are qualified in their entirety by reference to the agreements themselves,
copies of which have been filed with the SEC as Exhibits 2.2 and 2.4 to the Form
8-K.
(c) Not applicable.
(d) Upon completion of the Merger, the directors and officers of the Issuer
will be those persons identified on Schedule III hereto, subject to changes
AnswerThink may make in its sole discretion.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon completion of the Merger: (a) the Certificate of Incorporation of
Merger Sub, as in effect immediately prior to the Merger's closing, shall be the
Certificate of Incorporation of the Issuer; and (b) the Bylaws of Merger Sub, as
in effect immediately prior to the Merger's closing, shall be the Bylaws of the
Issuer.
(h) - (i) If the Merger is completed as planned, the Issuer common stock will
be deregistered under the Securities Exchange Act of 1934 and delisted from The
Nasdaq Stock Market's National Market.
(j) Not applicable.
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Item 5. Interest in Securities of the Issuer
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(a) - (b) The Option is for 2,008,288 shares, which constitutes, based on the
number of Issuer shares outstanding on June 24, 1999 as represented by the
Issuer in the Merger Agreement, beneficial ownership of approximately 16.6% of
the Issuer common stock. Prior to exercise of the Option, AnswerThink (i) is not
entitled to any rights as a stockholder of Issuer as to the Option Shares and
(ii) disclaims any beneficial ownership of the shares of Issuer common stock
which are purchasable by AnswerThink upon exercise of the Option because the
Option is exercisable only in the limited circumstances as set forth in the
Option Agreement, none of which has occurred as of the date hereof. If the
Option were exercised, Issuer would have the sole right to vote and dispose of
the shares of Issuer common stock issued as a result of such exercise, subject
to the terms and conditions of the Option Agreement .
As a result of the Voting Agreement, as of June 24, 1999, AnswerThink
may be deemed to be the beneficial owner of the Proxy Shares. Such Issuer
common stock constitutes, based on the number of shares outstanding on June 24,
1999, as represented by the Issuer in the Merger Agreement and excluding the
options issuable under the Option Agreement, beneficial ownership of
approximately 19.1% of the shares of Issuer common stock. AnswerThink has shared
power to vote all of the Proxy Shares, and can vote the Proxy Shares for the
limited purposes described above in connection with the Voting Agreement.
AnswerThink does not have the sole power to vote or to direct the vote or to
dispose or to direct the disposition of any shares of Issuer common stock
pursuant to the Voting Agreement. AnswerThink (i) is not entitled to any rights
as a stockholder of Issuer as to the Proxy Shares and (ii) disclaims any
beneficial ownership of the Proxy Shares. To the best of AnswerThink's
knowledge, no shares of Issuer common stock are beneficially owned by any of the
persons named in Schedule I.
(c) Neither AnswerThink nor, to AnswerThink's knowledge, any person named in
Schedule I, has effected any transaction in the Issuer's common stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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Except as described herein, AnswerThink has not entered into any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any other person with respect to any securities of the Issuer.
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Item 7. Material to be Filed as Exhibits
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The following are incorporated by reference to AnswerThink's current report on
Form 8-K, filed with the SEC on July 1, 1999.
1. Agreement and Plan of Merger by and among AnswerThink Consulting Group,
Inc., Think New Ideas, Inc. and Darwin Acquisition Corp., dated as of June
24, 1999
2. Voting Agreement, dated as of June 24, 1999, by and among AnswerThink
Consulting Group, Inc., Darwin Acquisition Corp. and certain shareholders
of Think New Ideas, Inc.
3. Stock Option Agreement, dated as of June 24, 1999 by and between
AnswerThink Consulting Group, Inc. and Think New Ideas, Inc.
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Signatures
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the Schedule 13D is true, complete and
correct.
AnswerThink Consulting Group, Inc.
By: /s/ John F. Brennan
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John F. Brennan
Executive Vice President, Chief
Administrative Officer and Secretary
Dated: July 1, 1999
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SCHEDULE I
Robert J. Bahash
John F. Brennan
Ted A. Fernandez
Allan R. Frank
Jeffrey E. Keisling
William C. Kessinger
Ulysses S. Knotts, III
Luis E. San Miguel
Edmund R. Miller
Fernando Montero
Bruce V. Rauner
Alan T.G. Wix
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SCHEDULE II
Number of
Name Shares
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Ronald Bloom.................................. 486,433
Richard Char.................................. 20,000
Adam Curry.................................... 97,890
Melvin Epstein................................ 140,583
Susan Goodman................................. 55,873
Larry Kopald.................................. 82,400
Scott Metcalf................................. 0
Joseph Nicholson.............................. 136,951
Ominicom Group, Inc........................... 1,183,333
Ken Orton..................................... 0
Barry Wagner.................................. 20,000
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SCHEDULE III
Director: Ted A. Fernandez
Officers: Ted A. Fernandez............ Chairperson and Chief Executive
Officer
Ronald Bloom................ Chief Strategic Officer
John F. Brennan............. Treasurer and Secretary
Frank Zomerfeld............. Assistant Secretary
