UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported) March 7, 1999
(November 25, 1998)
Thinking Tools, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-21295 77-3061708
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(state of other jurisdiction (commission (IRS Employer
of incorporation ) File Number) Identification No.)
One lower Ragsdale Drive, 1-250, Monterey, CA 93940
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(address of principal executive offices) (zip Code)
(831) 373-0688
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Registrant's telephone number, including area code
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(former name or former address, if changed since last report)
<PAGE>
Item 5 Other Events
On November 6, 1998, the Board of Directors of the Registrant ("Thinking Tools,
Inc" or the "Company") approved a proposal for a Bridge Financing Offer (the
Offering) of 200,000 shares of the Company's common stock. Securities of this
note which will consist of a 10% per annum interest bearing Senior Promissory
Note (Notes). The notes will be considered senior secured indebtedness of the
Company.
On December 7, 1998 Thinking Tools, Inc. (the "Company) issued a press release
announcing that it had received a private placement offering from members of the
Thinking Tools board of directors and shareholders.
During the period of December 7, 1998 through March 30, 1999 the Company
received proceeds of $343,000 as a result of the Offering. The net proceeds of
the Offering were intended for working capital and general corporate purposes.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Bridge Financing Offer (the Offering) of 200,000 shares
of the Company's common stock and in order to fund it's continuing operations
the Company entered in a stock purchase and loan agreement, by and between
Technologies, LP and the Company (the "technologies Agreement") The general
partner of Technologies, LP is Knoll Capital Management, L. P., an affiliate of
Mr. Fred Knoll, The Company's Chairman of the Board.
Exhibit
99.1 Summary and Terms for Thinking Tools, Inc. Bridge Financing Offering
99.2 Press release date 12-7-98
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned herunto duly authorized.
Date: March 30, 1999 Thinking Tools, Inc.
/s/ Moshe Zarmi
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Name: Moshe Zarmi
Title: President and CEO
SUMMARY AND TERMS FOR THINKING TOOLS, INC
BRIDGE FINANCING OFFERING
In order to meet the immediate needs of Thinking Tools, Inc. a Delaware
corporation (the "Company"), Thinking Technologies, LP ("Lender") and the
Company agree to the following terms as of January 15, 1998, with future matters
as agreed by the parties.
The Units:
Securities.................Units. Each Unit consisting of a 10% Senior
Secured Convertible Note in the principal
amount of $1,000 (each a "Note" and
collectively, the "Notes") and a warrant
(each a "Warrant" and collectively the
"Warrants') to purchase 200 shares of Common
Stock, .001 par value ("Common Stock").
Offering Amount............Up to $350,000 (350 Units), at the sole
discretion of lender.
The Notes:
Issue......................Senior Secured Convertable Note in the
aggregate principal amount of a minimum of
up to $350,000 as has been authorized by the
Company Board of Directors on March 5, 1999.
Thinking Technologies, LP shall loan the
Company up to $350,000. , which will include
appropriate and necessary management
expenses of Knoll Capital Management, at 10%
interest per annum pursuant to a promissory
note maturing on the earlier of (a) 90 days
from date of Initial Note or (b) the date of
a closing of a sale of securities or assets
(other than the financing contemplated
herein), any joint venture involving
proceeds to the Company, or any other
financing; the net proceeds of which, in
aggregate, equal or exceed the principal
amount of the Notes; subject to acceleration
in the event of bankruptcy or certain other
customary events.
Maturity...................The Notes mature upon the earlier of (i) 90
days from date of Note or (ii) the date the
Company receives equity financing, proceeds
from any joint venture or any other
financing or sale of assets (iii) the date
of a closing of a sale (or the closing of
the last of a series of sales) of securities
(other than the financing contemplated
herein) subject to acceleration in the event
of bankruptcy or certain other customary
events.
Ranking....................These notes will be considered Senior
secured indebtedness of the Company. The
Company will use its best efforts to perfect
the security of the assets, including all
software and intellectual property, and the
Company will not incur additional financing
without the explicit approval of a
subordination agreement by the lender.
Conversion.................The note can be converted by the lender at
his discretion into common stock at Twenty
cents (.20) per share. If notes are
converted then warrants are cancelled and no
longer exercisable.
<PAGE>
SUMMARY AND TERMS FOR THINKING TOOLS, INC (page 2)
BRIDGE FINANCING OFFERING
WARRANTS:
Issue......................Warrants for 200,000 shares of Common Stock
of the Company; each warrant will entitle
the holder to an exercise price equal to
equal value per share. The Warrants expires
December 31, 2004.
Assign rights..............The Notes and Warrants can be assigned to
other parties at the option of the original
Holder.
Adjustment to
Exercise price...........The number of shares issuable upon exercise
of the Warrants and Exercise Price are
subject to antidilution rights and shall be
adjusted in the event of the occurrence of
certain events, including stock dividends,
stock splits, combinations or
reclassifications involving or in respect of
the Common Stock of the Company.
Registration Rights........Shares and Warrant holders are entitled to
registration rights at the Company's
expense. Shares and Warrants will be
registered along with other underlying
securities in any Company registration.
The terms used to be reasonably equivalent the "Pelinore Agreement" as
amended to comply with above referenced terms and as approved by lender. This
document represents the final agreement between the signatures.
THINKING TOOLS, INC THINKING TECHNOLOGIES, LP
By: /s/Moshe Zarmi By: /s/Fred Knoll
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Moshe Zarmi, President & CEO Fred Knoll
NEWS
CONTACT INFORMATION
Fred Knoll Pat Kessler
212-808-7474 Thinking Tools, Inc.
831-373-8688
[email protected]
Thinking Tools Inc. Completes Bridge Financing
Board Members, Stockholders To Provide Funds for Continuing Operations
Monterey, CA--December 7, 1998-- Thinking Tools, Inc. (OTC:TSIM) today announced
that it has received a bridge financing offering from members of the Thinking
Tools board of directors and stockholders. The funds will be used in a number of
areas, including new product development and future expansion into new markets.
"In addition to Think 2000 software and the Risk Assessment and Management
Simulation (RAMS) technology which enables companies and business executives to
address both the year 2000 issue and beyond, special attention is being given to
our simulation technology and its application in the areas of business process
management, Complexity Management Simulation (CMS), enterprise modeling and
simulation for learning", said Moshe Zarmi, President and CEO, Thinking Tools,
Inc. "We are very pleased with the enthusiastic response and participation from
members of the Board and the shareholders and consider their funding a vote of
confidence in the company's strategic direction."
Thinking Tools has recently broadened its offerings in the Year 2000 RAMS market
through the release of two new versions of its Think 2000 software: a leased
version - Think 2000 LV, and Think 2000 SB, a small to mid-size business
version. These two versions together with the full enterprise Think 2000 will
take companies through the Year 2000 and deep into the new millennium.
About Thinking Tools, Inc.
Thinking Tools develops interactive business simulation software with its agent
based adaptive simulation (ABAS) technology, that enables business professionals
to visualize, explore and ultimately master complex business issues and help
them to make better decisions. In 1993, the Business Simulation Division of
Maxis Corporation, a leading computer game maker best known for SimCity, was
spun off to form Thinking Tools. Since then, Thinking Tools has applied the
lessons learned from customers' experiences with interactive computer games
including SimCity to developing business simulations for top organizations such
as Andersen Consulting, Chevron Corporation, Coopers & Lybrand, MCI/SHL
Systemhouse, Systems Engineering Solutions, and the U.S. Department of Defense.
Examples of Thinking Tools' products developed for partners include Project
Challenge, SimHealth, SimRefinery and TeleSim. The company completed its initial
public offering in October of 1996 and trades under the symbol "TSIM" on the OTC
market. The company's web site is http://www.thinkingtools.com
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