As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-11321
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THINKING TOOLS, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
Delaware 7372 77-0436410
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
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Thinking Tools, Inc. John Hiles, President
One Lower Ragsdale Drive, 1-250 Thinking Tools, Inc.
Monterey, California 93940 One Lower Ragsdale Drive, 1-250
(Address of principal executive offices and principal place Monterey, California 93940
of business) (408) 373-8688/(408) 373-7020 (Fax)
(Name, address, and telephone number of agent
for service)
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Copies to:
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Stephen H. Kay, Esq. Thomas E. Constance, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP Shari K. Krouner, Esq.
551 Fifth Avenue Kramer, Levin, Naftalis & Frankel
New York, New York 10176 919 Third Avenue
Telephone: (212) 661-6500 New York, New York 10022
Telecopier: (212) 697-6686 Telephone: (212) 715-9100
Telecopier: (212) 715-8000
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Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Amendment No. 3, includes Exhibit No. 23.1, the Consent of KPMG
Peat Marwick LLP, which was inadvertently omitted from Amendment No. 2, as
filed with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in The
City of Monterey, California on October 18, 1996.
THINKING TOOLS, INC.
By: /s/ John Hiles
------------------------------------
John Hiles
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature Title Date
--------------------------------- --------------------------------------------------------
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/s/ John Hiles President (Principal Executive, October 18, 1996
- ---------------------- Accounting and Financial
John Hiles Officer) and Director
/s/ Fred Knoll* Chairman of the Board and October 18, 1996
- ---------------------- Director
Fred Knoll
/s/ Esther Dyson* Director October 18, 1996
- ----------------------
Esther Dyson
/s/ Frederick Gluck* Director October 18, 1996
- ----------------------
Frederick Gluck
/s/ Ted Prince* Director October 18, 1996
- ----------------------
Ted Prince
/s/ Fran Saldutti* Director October 18, 1996
- ----------------------
Fran Saldutti
*By: /s/ John Hiles
- ----------------------
John Hiles, Attorney-in-Fact
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II-6
Consent of Independent Auditors
-------------------------------
The Board of Directors
Thinking Tools, Inc.:
We consent to the use of our report included herein and to the reference
to our firm under the heading "Experts" in the prospectus.
Our report dated August 16, 1996, except as to Note 13, which is as of
August 28, 1996, contains an explanatory paragraph that states that the Company
has suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might results
from the outcome of that uncertainty.
/s/ KPMG Peat Marwick LLP
--------------------------
San Jose, California
October 18, 1996
