<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THINK New Ideas, Inc.
---------------------
(Name of Issuer)
Common Stock, $0.0001 par value per share
-----------------------------------------
(Title of Class of Securities)
884094-10-3
---------
(CUSIP Number)
THINK New Ideas Inc.
45 West 36th Street, 12th Floor
New York, New York 10018
-----------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 24, 1999
-------------
(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).
<PAGE>
1 NAME OF REPORTING PERSON
Ronald Bloom
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 486,433 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 486,433 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,433 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.82%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Richard Char
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,000 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 20,000 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.20%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Adam Curry
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 97,890 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 97,890 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,890 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.97%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Melvin Epstein
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 140,583 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 140,583 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,583 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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. Item
<PAGE>
1 NAME OF REPORTING PERSON
Susan Goodman
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 65,039 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 65,039 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,039 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.64%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Larry Kopald
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 207,400 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 207,400 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,400 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.06%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Joseph Nicholson
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 136,951 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 136,951 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,951 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Barry Wagner
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Corporate Organization of Issuer - Delaware
Citizenship of Reporting Person - U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,000 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 20,000 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.20%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Scott Metcalf
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Kenneth Orton
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1 NAME OF REPORTING PERSON
Omnicom Group Inc.
- ------------------------------------------------------------------------------
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-1514814
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,183,333 shares of THINK New Ideas, Inc. common stock
OWNED BY (voting is shared with AnswerThink Consulting Group
EACH and not with the other noted shareholders of THINK)
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,183,333 shares of THINK New Ideas, Inc. common stock
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,333 shares of THINK New Ideas, Inc. common stock
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Statement") relates to shares of
common stock, $0.0001 par value per share (the "Issuer Common Stock"), of THINK
New Ideas, Inc., a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 45 W. 36th Street, 12th Floor, New York,
New York 10018.
Item 2. Identity and Background
-----------------------
(a) - (f) This Statement is filed by and on behalf of: (i) the following
individuals, each of whom is a U.S. citizen: Ronald Bloom, Richard Char, Adam
Curry, Melvin Epstein, Susan Goodman, Larry Kopald, Scott Metcalf, Joseph
Nicholson, Kenneth Orton and Barry Wagner; and (ii) the following corporation,
organized under New York law: Omnicom Group Inc. (collectively the
"Stockholders"). The business address and present occupation of each of the
Stockholders is listed on Schedule I. During the last five years, neither the
Issuer, nor, to the best knowledge of the Issuer, 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
-------------------------------------------------
Please refer to Item 4 below.
Item 4. Purpose of Transaction
----------------------
(a) Not applicable.
(b) Pursuant to an Agreement and Plan of Merger dated as of June 24, 1999 (the
"Merger Agreement"), by and among AnswerThink Consulting Group, Inc., Darwin
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
AnswerThink (the "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, $0.001 par
value per share. The Merger is subject to: (i) the approval of the Merger
Agreement and the Merger by the Issuer's shareholders; (ii) the approval of the
issuance of common stock of AnswerThink (the "AnswerThink Common Stock") in the
Merger by AnswerThink's shareholders; and (iii) the satisfaction or waiver of
certain other conditions as more fully described in the Merger Agreement.
Pursuant to the terms of the Merger Agreement, the Issuer will survive the
Merger and become a wholly owned subsidiary of AnswerThink. At the effective
time of the Merger (the "Effective Time") each share of Issuer Common Stock then
outstanding will be converted into the right to receive 0.70 shares (the
"Exchange Ratio") of AnswerThink Common Stock, and all outstanding options or
rights to acquire shares of Issuer Common Stock will be assumed and converted
into options to acquire shares of AnswerThink Common Stock as adjusted to
reflect the Exchange Ratio. The Merger Agreement provides that the Board of
Directors of AnswerThink will take all actions necessary such that, Ronald Bloom
shall be appointed to AnswerThink's Board of Directors with a term expiring at
the annual meeting of AnswerThink to be held in calendar year 2000.
Additionally, AnswerThink has agreed to include Mr. Bloom in the slate of
nominees recommended to AnswerThink's Board of Directors at the year 2000
<PAGE>
meeting.
The foregoing summary of the Merger Agreement and the Merger is qualified
in its entirety by reference to the copy of the Merger Agreement included as
Exhibit 2 to the Issuer's Current Report on Form 8-K (the "Form 8-K") filed with
the Securities and Exchange Commission (the "SEC") on July 1, 1999, and
incorporated by reference herein in its entirety.
As an inducement to AnswerThink to enter into the Merger Agreement, the
Stockholders have entered into a voting agreement with AnswerThink, dated as of
June 24, 1999 (the "Voting Agreement") pursuant to which, each of the
Stockholders has given AnswerThink an irrevocable proxy to exercise the limited
right to vote each share of Issuer Common Stock that each of the Stockholders
owns (and may acquire) with respect to all matters related to the Merger
Agreement. As of June 24, 1999, the shared voting power of the Stockholders with
AnswerThink relates to 2,357,629 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 I hereto which is 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 retain their
respective rights to 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 and the Issuer is obligated to
pay AnswerThink a termination fee, the date the fee is paid.
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to such agreement, a copy of which has been filed herewith
as Exhibit 7(b) and is incorporated herein by reference.
(c) Not applicable.
(d) Upon completion of the Merger, the directors and officers of the Issuer
will be: Ted Fernandez, Ronald Bloom, John Brennan and Frank Zomerfeld, as
the same may be changed by AnswerThink in its sole discretion.
(e) - (f) Not applicable.
(g) Upon completion of the Merger, the Certificate of Incorporation and Bylaws
of the Merger Sub as in effect prior to the closing of the Merger shall
become the Certificate of Incorporation and Bylaws of the Issuer.
(i) Consummation of the Merger will result in the deregistration of Issuer
Common Stock under the Securities Exchange Act of 1934 and delisting of
such securities from the Nasdaq National Market System.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) - (b) Please refer to Schedule I attached hereto.
(c) Neither the Issuer, nor to the Issuer's knowledge, any of the persons named
in Schedule I hereto, has effected any transaction in Issuer Common Stock during
the past 60 days.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
-------------------------------------------------------
Except as described herein, the Issuer 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.
<PAGE>
Item 7. Material to be Filed as Exhibits
--------------------------------
(a) 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. (Incorporated by reference to Exhibit 2 of THINK New Ideas,
Inc.'s Current Report on Form 8-K, filed on July 1, 1999.)
(b) Voting Agreement, dated as of June 24, 1999, by and among AnswerThink
Consulting Group, Inc., Darwin Acquisition Corp. and certain stockholders
of Think New Ideas, Inc.
<PAGE>
Signatures
----------
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.
Dated: July 8, 1999
STOCKHOLDERS
By:/s/Ronald Bloom
-------------------
Name: Ronald Bloom
By:/s/Richard Char
-------------------
Name: Richard Char
By:/s/ Adam Curry
-------------------
Name: Adam Curry
By:/s/Melvin Epstein
-------------------
Name: Melvin Epstein
By:/s/Susan Goodman
-------------------
Name: Susan Goodman
By:/s/Larry Kopald
---------------
Name: Larry Kopald
By:/s/Scott Metcalf
-------------------
Name: Scott Metcalf
By:/s/ Joseph Nicholson
--------------------
Name: Joseph Nicholson
/s/Barry Wagner, Secretary
-----------------------------
Name: Ominicom Group Inc.
By: Barry Wagner, Secretary
By:/s/Kenneth Orton
-------------------
Name: Kenneth Orton
By: /s/Barry Wagner
-------------------
Name: Barry Wagner
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Issuer Issuer Percentage of
*Stockholder Name, ------ ------ -------------
------------------ Common Stock Common Stock Outstanding Issuer
Business Address, and ------------ ------------ ------------------
--------------------- Owned of Owned Common Stock
Present Occupation -------- ----- ------------
------------------ Record Beneficially* Beneficially Owned
------ ------------- ------------------
<S> <C> <C> <C>
Ronald Bloom 421,433 486,433(1) 4.82%
Chairman and CEO
THINK New Ideas, Inc.
45 West 36th Street
New York, New York 10018
Richard Char - 0 - 20,000(2) .20%
Managing Director
Credit Suisse First Boston
2400 Hanover Street
Palo Alto, CA 94304
Adam Curry 37,890 97,890(3) .97%
Executive
Keizersgracht
483 1017DM
Amsterdam, The Netherlands
Melvin Epstein 1,000 140,583(4) 1.39%
Chief Financial Officer
THINK New Ideas, Inc.
45 West 36th Street
New York, New York 10018
Susan Goodman 49,623 65,039(5) .64%
Executive Vice President
THINK New Ideas, Inc.
45 West 36th Street
New York, New York 10018
Larry Kopald - 0 - 207,400(6) 2.06%
Chief Creative Officer
THINK New Ideas, Inc.
45 West 36th Street
New York, New York 10018
Scott Metcalf - 0 - - 0 -(7) - 0 -
Independent Consultant
1876 Grand Teton Drive
Milpitas, CA 95035
111,951 136,951(8) 1.36%
Joseph Nicholson
Chief Operating Officer
THINK New Ideas, Inc.
45 West 36th Street
New York, New York 10018
Omnicom Group Inc. 1,183,333 1,183,333 11.73%
Advertising Agency
437 Madison Avenue
New York, New York 10022
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Issuer Issuer Percentage of
*Stockholder Name, ------ ------ -------------
------------------ Common Stock Common Stock Outstanding Issuer
Business Address, and ------------ ------------ ------------------
--------------------- Owned of Owned Common Stock
Present Occupation -------- ----- ------------
------------------ Record Beneficially* Beneficially Owned
------ ------------- ------------------
<S> <C> <C> <C>
Ken Orton - 0 - - 0 -(9) - 0 -
Consultant
Cognitiative Inc.
234 Front Street, 4th floor
San Francisco, CA 94111
Barry Wagner - 0 - 20,000(10) .20%
General Counsel to Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
</TABLE>
- --------------------
* In as much as the Stockholders' voting rights under the Voting Agreement are:
(a) limited to matters relating solely to the Merger; (b) by virtue of the
Voting Agreement, such rights may be exercised by AnswerThink and not the other
Stockholders; and (c) each Stockholder has no economic interest in or
affirmative dispositive power over the shares of Issuer Common Stock owned by
the other Stockholders, each Stockholder expressly disclaims beneficial
ownership of any of the shares of the Issuer Common Stock owned by the other
Stockholders.
(1) Includes 60,000 shares of Issuer Common Stock issuable upon the exercise of
options that are or will become exercisable within 60 days of the date of the
Voting Agreement ("Presently Exercisable"). Also included are 5,000 shares
owned by the Ronald Bloom Charitable Foundation. Does not include 40,000 shares
of Issuer Common Stock issuable upon the exercise of options that are not
Presently Exercisable. Shares owned of record are held in a margin account.
(2)Includes 20,000 shares of Issuer Common Stock issuable upon the exercise of
options that are Presently Exercisable.
(3)Includes 60,000 shares of Issuer Common Stock issuable upon the exercise of
options that are Presently Exercisable. Does not include 40,000 shares of Issuer
Common Stock, issuable upon the exercise of options that are not Presently
Exercisable
(4)Includes 139,583 shares of Issuer Common Stock, issuable upon the exercise of
options that are Presently Exercisable. Does not include 18,750 shares of Issuer
Common Stock, issuable upon the exercise of options that are not Presently
Exercisable.
(5)Includes 6,250 shares of Issuer Common Stock issuable upon the exercise of
options that are Presently Exercisable and 9,166 shares of Issuer Common Stock
held in the street name of S.G. Cowen & Company. Does not include 37,084 shares
of Issuer Common Stock, issuable upon the exercise of options that are not
Presently Exercisable. Shares owned of record are held in a margin account.
(6)Includes 207,400 shares of Issuer Common Stock issuable upon the exercise of
options that are Presently Exercisable. Does not include 125,000 shares of
Issuer Common Stock, issuable upon the exercise of options that are not
Presently Exercisable.
(7)Does not include 20,000 shares of Issuer Common Stock issuable upon the
exercise of options that are not Presently Exercisable.
(8)Includes 25,000 shares of Issuer Common Stock issuable upon the exercise of
options that are Presently Exercisable. Does not include 75,000 shares of Issuer
Common Stock, issuable upon the exercise of options not Presently Exercisable,
which such shares will immediately vest upon a change in control.
(9)Does not include 20,000 shares of Issuer Common Stock issuable upon the
exercise of options that are not Presently Exercisable.
(10)Includes 20,000 shares of Issuer Common Stock issuable upon the exercise of
options that are Presently Exercisable.
<PAGE>
EXHIBIT 7(b)
COMPANY VOTING AGREEMENT
THIS COMPANY VOTING AGREEMENT (this "Agreement") is entered into this 24th
---------
day of June, 1999, by and among ANSWERTHINK CONSULTING GROUP, INC., a Florida
corporation ("Acquiror"), DARWIN ACQUISITION CORP., a Delaware corporation and a
--------
wholly-owned subsidiary of Acquiror ("Merger Sub"), and each other Person listed
----------
on the signature page hereof who is a stockholder (each a "Stockholder" and
-----------
collectively, the "Stockholders") of THINK NEW IDEAS, INC., a Delaware
------------
corporation (the "Company").
-------
WHEREAS, the Stockholders own of record and beneficially the shares of
common stock, par value $.0001 per share of the Company ("Company Common Stock")
--------------------
set forth opposite their respective names on Schedule A hereto and desire to
----------
enter into this Agreement with respect to such shares of Company Common Stock;
WHEREAS, Acquiror, Merger Sub and the Company have contemporaneously with
the execution of this Agreement entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of the date hereof, which provides, among
----------------
other things, for the merger (the "Merger") of the Merger Sub with and into the
------
Company pursuant to the terms and conditions thereof; capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms as
in the Merger Agreement;
WHEREAS, as an essential condition and inducement to Acquiror and Merger
Sub entering into the Merger Agreement, Acquiror has required that the
Stockholders agree, and the Stockholders have agreed, to enter into this
Agreement; and
NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the
mutual covenants and agreements contained herein and in the Merger Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, and intending to be legally bound hereby, agree as
follows:
SECTION 1. VOTING
(a) Each Stockholder hereby agrees to appear, or to cause the holder of
record on any applicable record date (the "Record Holder") to appear, in person
-------------
or by proxy, for the purpose of obtaining a quorum at any annual or special
meeting of stockholders of the Company and at any adjournment thereof at which
matters relating to the Merger, Merger Agreement or any transaction contemplated
thereby are considered; and
(b) Each Stockholder further agrees that, it shall vote, or cause the
Record Holder to vote, in person or by proxy all of the shares of Capital Stock,
and any other voting interests in the Company owned or hereafter acquired
beneficially or of record by such Stockholder:
(i) in favor of the Merger and the adoption of the Merger Agreement
and the transactions contemplated thereby (including any amendments or
modifications of the terms thereof approved by the Board of Directors of the
Company and by Acquiror) in connection with any meeting of, or solicitation of
consents from, the stockholders of the Company at which or in connection with
which the Merger and the Merger Agreement are submitted for the consideration
and vote of the stockholders of the Company;
(ii) against approval or adoption of resolutions which would have
the effect of preventing or materially delaying consummation of the Merger or
otherwise preventing or materially delaying the Company from performing its
obligations under the Merger Agreement; and
(iii) against any action which would constitute a material breach of
any provision of the Merger Agreement.
<PAGE>
To the extent inconsistent with the foregoing provisions of this
Section 1, each Stockholder revokes any and all previous proxies with respect to
- ---------
shares of Capital Stock owned beneficially or of record by such Stockholder and
agrees not to grant any proxy with respect to and any other voting interests in
the Company owned or hereafter acquired beneficially or of record by such
Stockholder.
SECTION 2. PROXY; FURTHER ASSURANCES
(a) Contemporaneously with the execution of this Agreement: (i) each
Stockholder has delivered to Acquiror a proxy in the form attached to this
Agreement as Exhibit A, which shall be irrevocable to the fullest extent
---------
permitted by law and to the extent provided therein, with respect to the shares
referred to therein (the "Proxy"); and (ii) each Stockholder has caused to be
-----
delivered to Acquiror an additional proxy (in the form attached hereto as
Exhibit A) executed on behalf of the record owner of any outstanding shares of
- ---------
Company Common Stock that are owned beneficially (within the meaning of Rule
13d-3 under the Exchange Act), but not of record, by such Stockholder, which
proxy shall be irrevocable to the fullest extent permitted by law and to the
extent provided therein, with respect to the shares referred to therein.
(b) Each Stockholder shall, at such Stockholder's own expense,
perform such further acts and execute such further documents and instruments as
may reasonably be required to vest in Acquiror the power to carry out and give
effect to the provisions of this Agreement. Without limiting the generality of
the foregoing, none of the parties hereto shall enter into any agreement or
arrangement (or alter, amend or terminate any existing agreement or arrangement)
or transaction if such action would materially impair or materially interfere
with the ability of any party to effectuate, carry out and comply with all of
the terms of this Agreement.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby, severally and not jointly, represents and
warrants to Acquiror as follows:
(a) Such Stockholder has the legal capacity and all other power and
authority necessary to enter into this Agreement, to perform the obligations
hereunder and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by such Stockholder and, assuming
due authorization, execution and delivery of this Agreement by Acquiror, Merger
Sub and the other parties hereto, constitutes a legal, valid and binding
obligation of such Stockholder, enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditor's rights generally and by the application of general
principles of equity.
(b) The execution and delivery of this Agreement and the consummation
of the transactions herein contemplated will not (i) to the knowledge of such
Stockholder, conflict with or violate any law, regulation, court order, judgment
or decree applicable to such Stockholder or by which the property of such
Stockholder is bound or affected, or (ii) conflict with or result in any breach
of or constitute a default under any contract or agreement to which such
Stockholder is a party or by which such Stockholder or such Stockholder's
property is bound or affected, which conflict, violation, breach or default
would materially impair or materially interfere with such Stockholder's ability
to perform its obligations under this Agreement.
(c) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby do not and will not require any consent
or other action by any Person under, any provision of any agreement, contract or
other instrument binding on such Stockholder.
(d) The shares of Company Common Stock reflected on Schedule A as
----------
being owned by such Stockholder are the only shares of voting Capital Stock of
the Company or any other voting interests in the Company owned beneficially or
of record
-2-
<PAGE>
by such Stockholder, and except as set forth in Schedule A, such Stockholder
----------
does not own any other options, warrants or rights to acquire shares of any
class of capital stock of the Company or any other voting interests in the
Company. Such Stockholder has the sole power respecting voting and transfer of
such Stockholder's shares of Capital Stock. Except as set forth on Schedule
--------
3(d) hereto, the shares and certificates representing such shares held by such
- ----
Stockholder are owned as indicated on Schedule A by such Stockholder, free and
----------
clear of all liens, claims, security interests, proxies, options, warrants or
other rights, voting trusts or agreements, understandings or arrangements or any
other Encumbrances whatsoever, except for any such Encumbrances or proxies
arising hereunder.
(e) No investment banker, broker, finder or other intermediary is
entitled to a fee or commission in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of such Stockholder.
SECTION 4. COVENANTS OF EACH STOCKHOLDER
(a) From the date of this Agreement until the Effective Time or, if
earlier, the termination of this Agreement pursuant to Section 15 hereof, each
----------
Stockholder agrees severally and not jointly that such Stockholder will not, and
will use its "reasonable efforts" (as defined in the Merger Agreement) to not
permit any of the Representatives of the Company to, directly or indirectly, (i)
initiate, solicit, encourage or otherwise facilitate (including by way of
furnishing information), any inquiries or the making of any proposal or offer
that constitutes, or may reasonably be expected to lead to an Acquisition
Proposal, (ii) enter into or maintain or continue discussions or negotiate with
any Person in furtherance of such inquiries or to obtain an Acquisition
Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition
Proposal, or authorize or permit any of such Stockholder's Representatives to
take any such action and, such Stockholder shall promptly notify Acquiror of any
such inquiries and proposals received by such Stockholder or, to such
Stockholder's knowledge, any of such Stockholder's Representatives, relating to
any of such matters. Each Stockholder severally and not jointly further agrees
to use its "reasonable efforts" as a stockholder to cause the Company to comply
with the obligations of the Company set forth in Section 7.8 of the Merger
-----------
Agreement.
(b) Except pursuant to the terms of this Agreement, each Stockholder
agrees severally and not jointly that such Stockholder will not, without the
prior written consent of Acquiror or Merger Sub, directly or indirectly, grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any Capital Stock or any options, warrants or
other rights to acquire stock of the Company. Each Stockholder agrees to notify
Acquiror or Merger Sub promptly, and to provide all details requested by
Acquiror or Merger Sub, if such Stockholder shall be approached or solicited,
directly or indirectly, by any Person with respect to any of the foregoing.
SECTION 5. SPECIFIC PERFORMANCE
Each Stockholder acknowledges and agrees that there would be no
adequate remedy at law for Acquiror or Merger Sub if such Stockholder fails to
perform any of such Stockholder's obligations hereunder, and accordingly agrees
that Acquiror and Merger Sub, in addition to any other remedy to which they may
be entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of such Stockholder under this Agreement in
accordance with the terms and conditions of this Agreement in any court of the
United States or any State thereof having jurisdiction. Each Stockholder hereby
waives any objection to the imposition of such relief or to the posting of a
bond in connection therewith.
SECTION 6. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of law.
-3-
<PAGE>
SECTION 7. PARTIES IN INTEREST
This Agreement shall inure to the benefit of and shall be binding
upon the parties hereto and their respective heirs, legal representatives and
permitted assigns. If any Stockholder shall at any time hereafter acquire
ownership of, or voting power with respect to, any additional shares of Capital
Stock or any other voting interests in the Company in any manner, whether by the
exercise of any options or any securities or rights convertible into or
exchangeable for shares of Capital Stock or any other voting interests in the
Company, by operation of law or otherwise, such shares or other interests shall
be held subject to all of the terms and provisions of this Agreement. Without
limiting the foregoing, each Stockholder specifically agrees that the
obligations of such Stockholder hereunder shall not be terminated by operation
of law, whether by death or incapacity of such Stockholder or otherwise.
SECTION 8. AMENDMENT
This Agreement shall not be amended, altered or modified except by an
instrument in writing duly executed and delivered on behalf of each of the
parties hereto.
SECTION 9. SEVERABILITY
If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.
SECTION 10. WAIVER
Except as provided in this Agreement, no action taken pursuant to
this Agreement, including without limitation any investigation by or on behalf
of any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, covenants or
agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a wavier
of any prior or subsequent breach of the same or any other provision hereunder.
SECTION 11. NOTICES
All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered, mailed or transmitted, and shall be effective upon receipt,
if delivered personally, mailed by registered or certified mail (postage
prepaid, return receipt requested) to the parties at the following addresses (or
at such other address for a party as shall be specified by like changes of
address) or sent by electronic transmission to the telecopier number specified
below:
If to a Stockholder:
To such Stockholder's address
or telecopier number as set forth
on Schedule A attached hereto
----------
with a copy to:
Akin, Gump, Strauss, Hauer & Feld LLP
-4-
<PAGE>
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Telecopier No.: (202) 887-4288
Attention: Victoria A. Baylin, Esq.
If to Acquiror or Merger Sub:
ANSWERTHINK CONSULTING GROUP, INC.
1001 Brickell Bay Drive
Suite 3000
Miami, Florida 33131
Telecopier No.: (305) 379-8810
Attention: Ted A. Fernandez
With a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
Telecopier No.: (202) 637-5910
Attention: J. Hovey Kemp, Esq.
SECTION 12. ENTIRE AGREEMENT; ASSIGNMENT
This Agreement (a) constitutes the entire agreement among the parties
hereto pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties and (b) shall not be assigned by operation of law or
otherwise, except that this Agreement shall be binding upon each Stockholder and
each Stockholder's successors and permitted assigns.
SECTION 13. HEADINGS
Section headings are included solely for convenience and are not
considered to be part of this Agreement and are not intended to be an accurate
description of the contents thereof.
SECTION 14. COUNTERPARTS
This Agreement may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
SECTION 15. TERMINATION
This Agreement and all of the parties' rights and obligations
hereunder shall terminate on the earlier to occur of (a) the date on which the
Merger Agreement is validly terminated pursuant to the provisions thereof, or
(b) the Effective Time; as defined in the Merger Agreement, (the "Termination
-----------
Date"); provided, however, that in the event the Company becomes obligated to
- ----- -------- -------
pay a Termination Fee to Acquiror pursuant to Section 9.5(b)(i), Section 9.5(b)
----------------- --------------
(ii), Section 9.5(b)(iii), or Section 9.5(b)(iv) of the Merger Agreement, the
- ---- ------------------- ------------------
Termination Date hereunder shall mean the date on which such Termination Fee is
received by Acquiror.
SECTION 16. OFFICERS AND DIRECTORS; AFFILIATE AGREEMENTS
(a) Notwithstanding anything else herein to the contrary but subject
to the proviso set forth in this Section 16(a), (i) nothing set forth herein
-------------
shall be deemed to restrict or otherwise prohibit a Stockholder who is an
officer or director of the Company from exercising, in such individual's
capacity as an officer or director of the Company, what such Stockholder
believes in good faith to be his or her
-5-
<PAGE>
fiduciary duties as an officer or director of the Company to
the stockholders of the Company, and (ii) and no action or inaction required
hereby shall require a Stockholder who is an officer or director of the Company
to take any action or refrain from taking any action, in such individual's
capacity as an officer or director of the Company, that such Stockholder
believes in good faith is required by or would be a breach of his or her
fiduciary duties as an officer or director of the Company to the stockholders of
the Company; provided, however, that, notwithstanding the foregoing, with
-------- -------
respect to any matter set forth in Section 7.8 of the Merger Agreement, each
-----------
Stockholder who is an officer or director of the Company shall exercise his or
her fiduciary duties to the stockholders of the company pursuant to and in
accordance with the provisions of Section 7.8 of the Merger Agreement.
-----------
(b) Each Stockholder who also executes and enters into an Affiliate
Agreement hereby agrees and acknowledges that, notwithstanding any other
provisions of this Agreement and in addition to any obligations of such
Stockholder hereunder, such Stockholder is and will be subject to all of the
terms and provisions of such Affiliate Agreement and the obligations of such
Stockholder contained in such Affiliate Agreement are and will be independent,
separate and apart from the obligations of such Stockholder hereunder.
[The remainder of this page intentionally left blank.]
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Company Voting Agreement, or have caused this Company Voting
Agreement to be executed and delivered on their behalf, as of the date first
above written.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Ted A. Fernandez
-----------------------------------------
Name: Ted A. Fernandez
Title: Chairman of the Board, President
and Chief Executive Officer
DARWIN ACQUISITION CORP.
By: /s/ Ted A. Fernandez
-----------------------------------------
Name: Ted A. Fernandez
Title: Chairperson of the Board
and President
STOCKHOLDERS
By:/s/ Ronald Bloom
-------------------------------------------
Name: Ronald Bloom
Address: 45 West 36th Street
--------------------------------------
New York, New York 10018
--------------------------------------
By:/s/ Richard Char
-------------------------------------------
Name: Richard Char
Address: 45 West 36th Street
--------------------------------------
New York, New York 10018
--------------------------------------
By:/s/ Adam Curry
-------------------------------------------
Name: Adam Curry
Address: 30 Glen Road
--------------------------------------
Verona, New Jersey 03044
--------------------------------------
By: /s/ Melvin Epstein
------------------------------------------
Name: Melvin Epstein
Address: 45 West 36th Street
--------------------------------------
New York, New York 10018
--------------------------------------
<PAGE>
By:/s/ Susan Goodman
-------------------------------------------
Name: Susan Goodman
Address: 225 W. 86th Street, 915
--------------------------------------
New York, New York 10024
--------------------------------------
By:/s/ Larry Kopald
------------------------------------------
Name: Larry Kopald
Address: 800 Sunset
--------------------------------------
Los Angeles, CA 90046
--------------------------------------
By:/s/ Scott Metcalf
-------------------------------------------
Name: Scott Metcalf
Address: 641 Manresa Lane
--------------------------------------
Los Angeles, CA 94022
--------------------------------------
By:/s/ Joseph Nicholson
-------------------------------------------
Name: Joseph Nicholson
Address: 20 Sussex Road
--------------------------------------
Winchester, MA 01890
--------------------------------------
By:/s/ Barry Wagner, Secretary
-------------------------------------------
Name: Ominicom Group, Inc.
Address: 437 Madison Avenue
--------------------------------------
New York, New York 10022
--------------------------------------
By:/s/ Kenneth Orton
-------------------------------------------
Name: Kenneth Orton
Address: 234 Front Street
--------------------------------------
San Francisco, CA 94111
--------------------------------------
By:/s/ Barry Wagner
-------------------------------------------
Name: Barry Wagner
Address: 437 Madison Avenue
--------------------------------------
New York, New York 10022
--------------------------------------
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Stockholder Name Common Stock Common Stock Percentage of Outstanding
Address and Tele. No. Owned of Record Owned Beneficially*/ Shares Beneficially Owned
--------------------- --------------- -------------------- -------------------------
<S> <C> <C> <C>
Ronald Bloom 421,433 486,433(1) 4.82%
45 West 36th Street
New York, New York 10018
212-629-6800
Richard Char - 0- 20,000(2) .20%
45 West 36th Street
New York, New York 10018
212-629-6800
Adam Curry 37,890 97,890(3) .97%
45 West 36th Street
New York, New York 10018
212-629-6800
Melvin Epstein 1,000 140,583(4) 1.39%
45 West 36th Street
New York, New York 10018
212-629-6800
Susan Goodman 49,623 65,039(5) .64%
45 West 36th Street
New York, New York 10018
212-629-6800
</TABLE>
- ---------------
(1) Includes 60,000 shares of Common Stock issuable upon the exercise of options
that are Presently Exercisable or that become exercisable within 60 days of June
22, 1999 ("Presently Exercisable"). Also included are 5,000 shares owned by the
Ronald Bloom Charitable Foundation. Does not include 40,000 shares of Common
Stock issuable upon the exercise of options that are not Presently Exercisable.
Shares owned of record are held in a margin account.
(2)Includes 20,000 shares of Common Stock, issuable upon the exercise of options
that are Presently Exercisable.
(3)Includes 60,000 shares of Common Stock, issuable upon the exercise of options
that are Presently Exercisable. Does not include 40,000 shares of Common Stock,
issuable upon the exercise of options that are not Presently Exercisable
(4)Includes 139,583 shares of Common Stock, issuable upon the exercise of
options that are Presently Exercisable. Does not include 18,750 shares of Common
Stock, issuable upon the exercise of options that are not Presently Exercisable.
(5)Includes 6,250 shares of Common Stock, issuable upon the exercise of options
that are Presently Exercisable and 9,166 shares of Common Stock held in street
name of Cowen & Company. Does not include 37,084 shares of Common Stock,
issuable upon the exercise of options that are not Presently Exercisable. Shares
owned of record are held in a margin account.
<PAGE>
<TABLE>
<CAPTION>
Stockholder Name Common Stock Common Stock Percentage of Outstanding
Address and Tele. No. Owned of Record Owned Beneficially*/ Shares Beneficially Owned
--------------------- --------------- -------------------- -------------------------
<S> <C> <C> <C>
Larry Kopald - 0 - 207,400(6) 2.06%
45 West 36th Street
New York, New York 10018
212-629-6800
Scott Metcalf - 0 - - 0 - (7) - 0 -
1876 Grand Teton Drive
Milpitas, CA 95035
408-946-1360
Joseph Nicholson 111,951 136,951(8) 1.36%
45 West 36th Street
New York, New York 10018
212-629-6800
Ominicom Group, Inc. 1,183,333 1,183,33 11.73%
437 Madison Avenue
New York, New York 10022
212-415-3778
Ken Orton - 0 - - 0 - (9) - 0 -
234 Front Street
San Francisco, Ca 94111
415-623-3755
Barry Wagner - 0 - 20,000(10) .20%
437 Madison Avenue
New York, New York 10022
212-415-3778
</TABLE>
- ---------------
(6)Includes 207,400 shares of Common Stock, issuable upon the exercise of
options that are Presently Exercisable. Does not include 125,000 shares of
Common Stock, issuable upon the exercise of options that are not Presently
Exercisable.
(7)Does not include 20,000 shares of Common Stock, issuable upon the exercise of
options that are not Presently Exercisable.
(8)Includes 25,000 shares of Common Stock, issuable upon the exercise of options
that are Presently Exercisable. Does not include 75,000 shares of Common Stock,
issuable upon the exercise of options not Presently Exercisable, which such
shares will immediately vest upon a change in control.
(9)Does not include 20,000 shares of Common Stock, issuable upon the exercise of
options that are not Presently Exercisable.
(10)Includes 20,000 shares of Common Stock, issuable upon the exercise of
options that are Presently Exercisable.
<PAGE>
SCHEDULE 3(d)
ENCUMBRANCES
<TABLE>
<CAPTION>
Stockholder Name Common Stock Subject to Encumbrances
---------------- ------------------------------------
<S> <C>
Ronald Bloom See note (1) to table in Schedule A.
Richard Char None
Adam Curry None
Melvin Epstein None
Susan Goodman See note (5) to table in Schedule A.
Larry Kopald None
Scott Metcalf None
Joseph Nicholson None
Ominicom Group, Inc. None
Ken Orton None
Barry Wagner None
</TABLE>
<PAGE>
EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned Stockholders of THINK NEW IDEAS, INC., a Delaware
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
-------
by law) appoints and constitutes ANSWERTHINK CONSULTING GROUP, INC., a Florida
corporation ("Acquiror"), the attorneys and proxies of the undersigned, with
--------
full power of substitution and resubstitution, to the full extent of the
undersigned's voting rights with respect to (a) the outstanding shares of common
stock, par value $.0001 per share, of the Company (the "Company Common Stock")
--------------------
or any other capital stock of the Company (collectively with the Company Common
Stock, the "Capital Stock") owned of record by the undersigned as of the date of
-------------
this proxy, which shares are specified on the final page of this proxy, and (b)
any and all other shares of Capital Stock of the Company which the undersigned
may acquire on or after the date hereof, provided that this proxy automatically
--------
shall be revoked with respect to any shares of Capital Stock that are sold,
transferred or otherwise disposed of by the undersigned ("Transferred Stock")
-----------------
effective as of the date of such sale, transfer or other disposition ("Date of
-------
Disposition"). Upon the execution hereof, all prior proxies given by the
- -----------
undersigned with respect to any of the Capital Stock are hereby revoked, and the
undersigned agrees that no subsequent proxy will be given with respect to the
voting of any of the Capital Stock (other than Transferred Stock after the Date
of Disposition given by the purchaser, transferee or other beneficiary of such
other disposition with respect to such stock) except to the extent that such
proxies do not prevent the voting of this proxy in favor of the transactions
described herein.
This proxy is irrevocable (except as and to the extent provided in the
immediately preceding paragraph), is coupled with an interest, is granted in
connection with the execution and delivery of the Company Voting Agreement,
dated as of the date hereof, among Acquiror and the undersigned (the "Company
-------
Voting Agreement") and is granted in consideration of Acquiror entering into the
- ----------------
Agreement and Plan of Merger, dated as of the date hereof, among Acquiror,
DARWIN ACQUISITION CORP., a Delaware corporation (the "Merger Sub") and the
----------
Company (the "Merger Agreement").
----------------
The proxy named above (and its successors) will, prior to the Termination
Date (as hereinafter defined), be empowered, and may exercise this proxy, to
vote the Capital Stock at any meeting of the Stockholders of the Company,
however called, or in connection with any solicitation of written consents from
Stockholders of the Company, called or solicited, as the case may be, for the
purpose of voting on the Merger Agreement and the transactions contemplated
thereby in favor of the approval and adoption of the Merger Agreement and the
approval of the merger contemplated thereby, and in favor of each of the other
actions contemplated by the Merger Agreement. The undersigned may vote the
Capital Stock on all other matters.
This proxy shall be binding upon the representatives, successors and
permitted assigns of the undersigned.
If any provision of this proxy or any part of any such provision is held
under any circumstances to be invalid or unenforceable in any jurisdiction, then
(a) such provision or part thereof shall, with respect to such circumstances and
in such jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (c) the invalidity or unenforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision of
this proxy, and each part of each provision of this proxy is separable from
every other part of such provision.
<PAGE>
This proxy and the rights contained herein shall terminate upon the
termination of the Company Voting Agreement as provided therein (the
"Termination Date").
- -----------------
Date: June 24, 1999
_________________________________________
Stockholder's Name
Number of shares of common stock of the Company
owned of record as of the date of this proxy:
_________________________________________
