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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. _________)*
Thinking Tools, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
884098 10 4
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(CUSIP Number)
Fred Knoll
Thinking Technologies, L.P.
200 Park Avenue
Suite 3900
New York, New York 10166
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [__].
Check the following box if a fee is being paid with the statement [__]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-7 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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SCHEDULE 13D
CUSIP No. 884098 10 4 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thinking Technologies, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(c) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 4,544,534
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 4,544,534
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,544,534
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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)
44%
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14 TYPE OF REPORTING PERSON*
PN
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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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SCHEDULE 13D
CUSIP No. 884098 10 4 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Knoll
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(c) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF | 7 | SOLE VOTING POWER 1,002,900
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 4,544,534
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 1,002,900
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 4,544,534
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,547,434
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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)
48%
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14 TYPE OF REPORTING PERSON*
IN
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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.
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.001 per share (the "Common Stock"), of Thinking Tools, Inc.,
a Delaware corporation (the "Company"), which has its principal executive
offices at c/o Knoll Capital Management, 200 Park Avenue, Suite 3900, New York,
New York 10166.
Item 2. Identity and Background.
-----------------------
This statement is being filed by Thinking Technologies, L.P., a
Delaware limited partnership ("Technologies"), and Mr. Fred Knoll, the principal
of Knoll Capital Management, L.P. ("Knoll Capital"), which is the general
partner of Technologies. The principal executive office of Technologies and Mr.
Knoll is 200 Park Avenue, Suite 3900, New York, New York 10166. Technologies is
primarily engaged in the business of investing. Knoll Capital is a venture
capital firm specializing in the technology industry.
During the last five years, neither Mr. Knoll nor Technologies has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has either been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
Mr. Knoll is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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In December 1999, Technologies acquired 1,964,961 shares of Common
Stock upon the conversion of certain outstanding bridge notes issued to
Technologies in November 1998.
In December 1999, Mr. Knoll was issued options to purchase 352,900
shares of Common Stock, at a purchase price of $.50 per share, upon conversion
of certain amounts owed to Mr. Knoll.
Item 4. Purpose of Transaction.
----------------------
The shares of Common Stock to which this Statement relates are held by
Technologies and Mr. Knoll as an investment.
Item 5. Interest in Securities of the Issuer.
------------------------------------
As of May 12, 2000, Technologies beneficially owned 4,544,534 shares of
Common Stock (the "Technologies Shares"). The Technologies Shares constitute
approximately 44% of the shares of the Company's Common Stock issued and
outstanding as of May 12, 2000 (based upon a total of 9,704,237 shares of the
Company's Common Stock issued and outstanding on May 12, 2000) (the "Outstanding
Stock"). The Technologies Shares include (i) 3,920,042 shares of Common Stock;
(ii) 468,242 shares of Common Stock issuable upon the exercise of warrants
issued in July 1996 to Technologies, at an exercise price of $1.07 per share,
which warrants expire in December 2006 and (iii) 156,250 shares of Common Stock
issuable upon the exercise of warrants issued in August 1996 to Technologies, at
an exercise price of $3.90 per share, which warrants expire in August 2001.
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As of May 12, 2000, Mr. Knoll beneficially owned 5,547,434 shares of
Common Stock (the "Knoll Shares"). The Knoll Shares constitute approximately 48%
of the Outstanding Stock. The Knoll Shares include (i) the 4,554,534 shares of
Common Stock held of record by Technologies; (ii) warrants to purchase 549,800
shares of Common Stock exercisable at $.50 per share; (iii) options to purchase
352,900 shares of Common Stock exercisable at $.50 per share; and (iv) options
to purchase 100,000 shares of Common Stock exercisable at $.50 per share; and
(v) 200 shares of Series B Preferred Stock, $.001 par value per share, which are
convertible into 200 shares of Common Stock.
Technologies and Mr. Knoll share the power to vote and dispose of or to
direct the vote or to direct the disposition of the Technologies Shares owned of
record by Technologies.
Mr. Knoll has the sole power to vote and dispose of the Knoll Shares,
except for the Technologies Shares which are described above.
In addition to the transactions described in Item 3 above, on December
10, 1999, Mr. Knoll was issued (i) options to purchase 200,000 shares of Common
Stock at an exercise price of $.50 per share, of which 100,000 are exercisable
as of the date of issuance and 100,000 are exercisable as of December 10, 2000
and (ii) warrants to purchase 549,800 shares of Common Stock, at an exercise
price of $.50 per share
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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Contemporaneously with the acquisition by the Company of Tritium
Network, Inc., a Delaware corporation ("Tritium"), on March 7, 2000, and as a
condition to the Company entering into the asset purchase agreement, a voting
agreement was entered into by and among the Company, Technologies, Mr. Knoll,
and Tritium and its stockholders named on the signature page thereof, including
Michael W. Lee, Tritium's principal stockholder (the "Voting Agreement"). Among
other things, the Voting Agreement provides that for a period ending not later
than December 31, 2002, Tritium, Technologies and each named stockholder agree
to vote the shares of the Company's voting stock owned by them, and Mr. Knoll
agrees to vote the shares of Series B Preferred owned by him, to (i) fix and
maintain the number of directors on the Company Board at nine; (ii) elect to the
Board five directors designated by the holders of the Series B Preferred; and
(iii) elect to the Board two directors designated by Michael W. Lee on behalf of
Tritium or the stockholders. The remaining two directors will be outside
directors elected by the stockholders.
Except as otherwise set forth in this Statement, neither Technologies
nor Mr. Knoll has any contracts, arrangements, understandings or relationships
(legal or otherwise) with each other or with any person with respect to any
securities of the Company, including but not limited to the transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
--------------------------------
The following document is filed as part of this Schedule 13-D:
Exhibit No.
(2)(a) Voting Agreement, dated as of March 7, 2000, by and among Thinking
Tools, Inc., Thinking Technologies, L.P., Fred Knoll, Tritium Network,
Inc. and the stockholders of Tritium Network, Inc. whose names appear
on the signature pages of the agreement (1).
------------------------
(1) Incorporated herein by reference to the Company's Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on March
21, 2000.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: June 13, 2000
Thinking Technologies, L.P.
By: KNOLL CAPITAL MANAGEMENT
By: /s/ Fred Knoll
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Name: Fred Knoll
Title: President
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: June 13, 2000
/s/ Fred Knoll
------------------------------
Fred Knoll
