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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 5, 1999
ANSWERTHINK CONSULTING GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-24343 65-0750100
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 375-8005
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On November 5, 1999, AnswerThink Consulting Group, Inc.
("AnswerThink") merged with Think New Ideas, Inc., a Delaware corporation
("Think"), engaged in the business of marketing, communications and technology
consulting. The merger was effected pursuant to an Agreement and Plan of Merger,
dated as of June 24, 1999, by and among AnswerThink, Think, and Darwin
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
AnswerThink (the "Merger Agreement"). Think stockholders approved and adopted
the Merger Agreement and approved the merger at a special meeting held on
November 3, 1999. Also at a special meeting held on that day, AnswerThink's
stockholders approved the issuance of shares of AnswerThink common stock, par
value $.001 per share, in connection with the merger. As a result of the merger,
Think will operate as a wholly-owned subsidiary of AnswerThink. In connection
with the merger, Ronald Bloom, the Chairman and Chief Executive Officer of
Think, became AnswerThink's Chief Strategic Officer and a member of
AnswerThink's board of directors.
In accordance with the provisions of the Merger Agreement, the merger was
effected on a stock-for-stock basis in a tax-free exchange and was accounted for
as a pooling of interests under generally accepted accounting principles and the
rules and regulations of the SEC.
Also in accordance with the provisions of the Merger Agreement, each issued
and outstanding share of Think common stock converted into 0.70 of a share of
AnswerThink common stock, or approximately 7,551,000 shares (excluding options
and warrants to purchase Think common stock that were not exercised prior to the
effective time of the merger and which were converted into options and warrants,
as applicable, to purchase AnswerThink common stock at the exchange ratio), plus
cash in lieu of fractional shares. The terms of the merger were determined on
the basis of arm's length negotiations.
The press release related to the merger is attached at Exhibit 99.1.
AnswerThink's registration statement on Form S-4 (File No. 333-87379) (the
"Registration Statement") sets forth certain additional information regarding
the merger.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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The required financial information of Think has been previously filed with
the SEC as part of Think's annual report on Form 10-K for the year ended June
30, 1999, filed on September 15, 1999, as amended on September 22, 1999, and is
incorporated herein by reference.
(b) Pro Forma Financial Information.
The required pro forma financial information of AnswerThink and Think has
previously been filed with the SEC as part of the Registration Statement and is
incorporated herein by reference.
(c) Exhibits
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Exhibit
No. Exhibit Description
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2.1 Agreement and Plan of Merger by and among AnswerThink Consulting Group, Inc., Think
New Ideas, Inc. and Darwin Acquisition Corp., dated as of June 24, 1999.*
2.2 Company Voting Agreement, by and among AnswerThink Consulting Group, Inc., Darwin
Acquisition Corp. and certain shareholders of Think New Ideas, Inc., dated as of
June 24, 1999.*
2.3 Acquiror Voting Agreement by and among Think New Ideas, Inc. and certain
shareholders of AnswerThink Consulting Group, Inc., dated as of June 24, 1999.*
2.4 Stock Option Agreement by and between AnswerThink Consulting Group, Inc. and Think
New Ideas, Inc., dated as of June 24, 1999.*
4.1 Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-48123), as filed with the SEC on August 17,
1998).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-24343), as
filed with the SEC on August 17, 1998).
4.3 Form of Common Stock Certificate of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A (File No.
000-24343), as filed with the SEC on May 21, 1998).
23.1 Consent of Ernst & Young L.L.P.
99.1 Press release.
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* Incorporated by reference to AnswerThink's current report on Form 8-K filed
with the SEC on July 1, 1999.
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SIGNATURE
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 hereunto duly authorized.
ANSWERTHINK CONSULTING GROUP, INC.
Date: November 18, 1999 By:/s/ John F. Brennan
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John F. Brennan
Executive Vice President, Chief Administrative
Officer and Secretary
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INDEX TO EXHIBITS
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Exhibit
No. Exhibit Description
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2.1 Agreement and Plan of Merger by and among AnswerThink Consulting Group, Inc., Think
New Ideas, Inc. and Darwin Acquisition Corp., dated as of June 24, 1999.*
2.2 Company Voting Agreement, by and among AnswerThink Consulting Group, Inc., Darwin
Acquisition Corp. and certain shareholders of Think New Ideas, Inc., dated as of
June 24, 1999.*
2.3 Acquiror Voting Agreement by and among Think New Ideas, Inc. and certain
shareholders of AnswerThink Consulting Group, Inc., dated as of June 24, 1999.*
2.4 Stock Option Agreement by and between AnswerThink Consulting Group, Inc. and Think
New Ideas, Inc., dated as of June 24, 1999.*
4.1 Second Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-48123), as filed with the SEC on August 17,
1998).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-24343), as
filed with the SEC on August 17, 1998).
4.3 Form of Common Stock Certificate of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A (File No.
000-24343), as filed with the SEC on May 21, 1998).
23.1 Consent of Ernst & Young L.L.P.
99.1 Press release.
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* Incorporated by reference to AnswerThink's current report on Form 8-K filed
with the SEC on July 1, 1999.
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Current Report (Form 8-K)
dated November 17, 1999 of AnswerThink Consulting Group, Inc. of our report
dated August 13, 1999, with respect to the consolidated financial statements of
Think New Ideas, Inc. included in the Annual Report (Form 10-K) for the year
ended June 30, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
November 17, 1999
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Exhibit 99.1
FOR IMMEDIATE RELEASE
ANSWERTHINK AND THINK NEW IDEAS
COMPLETE MERGER
Miami and New York -- November 8, 1999 -- AnswerThink Consulting Group
(NASDAQ: ANSR, www.answerthink.com) and THINK New Ideas (www.thinkinc.com) today
announced that the two companies have completed their merger, creating a
comprehensive, "end-to-end" e-business solutions leader for new and existing
clients. The combined entity will be traded under the symbol ANSR. The combined
companies will conduct a joint conference call on November 9, 1999 to discuss
both companies' quarterly earnings and further comment on their current efforts,
successes and outlook for the future.
About AnswerThink Consulting Group
AnswerThink Consulting Group (www.answerthink.com) is one of the leading
e-business solutions providers. The company helps its clients design, build, and
support e-business, providing integrated strategic, marketing and technology-
enabled solutions focused on the emerging Internet-driven e-business
marketplace. AnswerThink offers a wide range of integrated solutions, including
e-business consulting, web design, benchmarking best practices, business process
transformation, custom application development, software package implementation,
e-commerce and decision support technology. These solutions span multi-entity
functional areas and include supply chain, sales and marketing, customer
support, finance, human resources and information technology.
About THINK New Ideas
THINK New Ideas provides e-business, e-marketing, e-community, e-commerce
and e-technology solutions to Fortune 1000 and other blue-chip clients. THINK
New Ideas is also positioned as one of the leading Internet and Intranet systems
developers and interactive communications solutions providers in the new
technology and digital communications arena. The company operates from its
offices in New York, Los Angeles, Atlanta, Boston, San Francisco, Seattle,
Torrance, London and Sofia, Bulgaria. THINK New Ideas' integrated solutions
include the development of several custom Internet/Intranet tools and
applications, each providing specific solutions to business problems commonly
faced by large corporations. Recent clients include Avon, BellSouth, Coca-Cola,
Gillette, IBM, Network Associates, Nortel Networks, Procter & Gamble, Time Inc.
New Media and Turner Broadcasting.
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Certain statements contained in this release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and since such statements involve risks and
uncertainties, actual results and performance of the companies and the industry
may turn out to be materially different than the results expressed or implied by
such forward-looking statements. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. The
companies also disclaim any obligation to update its view of any such risks or
uncertainties or to publicly announce the result of any revisions to the
forward-looking statements made in this release.
Contact:
AnswerThink Consulting Group THINK New Ideas
John Brennan Dan Nicholas
(305) 375-8005 (212) 629-6800
[email protected] [email protected]
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