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) June 24, 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)
Item 5. Other Events.
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On June 24, 1999, AnswerThink Consulting Group, Inc. entered into an
Agreement and Plan of Merger with Think New Ideas, Inc. (the "Merger
Agreement"). Under the Merger Agreement, AnswerThink's wholly owned subsidiary
Darwin Acquisition Corp. will be merged with and into Think New Ideas, Think New
Ideas will survive as a wholly-owned subsidiary of AnswerThink, and each issued
and outstanding share of Think New Ideas common stock will be converted into and
exchanged for 0.70 shares of AnswerThink common stock, all as is more fully
described in the Merger Agreement (collectively, the "Merger"). The Merger is
intended to be qualified as a tax-free reorganization and to be accounted for as
a pooling of interests under GAAP and applicable SEC rules and regulations. The
Merger is subject to approval by Think New Ideas' shareholders. Also,
AnswerThink shareholders must approve the issuance of the AnswerThink common
stock being offered as consideration in connection with the Merger. The Merger
is subject to customary closing conditions. In connection with the Merger
Agreement, AnswerThink and Think New Ideas entered into a Stock Option
Agreement. Under the Stock Option Agreement, Think New Ideas granted AnswerThink
an option, exercisable under certain circumstances, to purchase an aggregate of
2,008,288 newly issued shares of Think New Ideas common stock. Certain Think New
Ideas and AnswerThink shareholders have entered into agreements to vote their
shares in favor of the approval of the Merger Agreement and the Merger, and the
issuance of shares by AnswerThink in connection with the Merger, as applicable.
The Merger Agreement (including the exhibits thereto) the voting agreements
and the Option Agreement are attached hereto as Exhibits 2.1, 2.2, 2.3 and 2.4,
respectively, and are incorporated by reference herein. AnswerThink and Think
New Ideas issued a joint press release on June 25, 1999 announcing the signing
of the Merger Agreement. The joint press release is filed as Exhibit 99 hereto.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. 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, dated as of June 24, 1999,
by and among AnswerThink Consulting Group, Inc.,
Darwin Acquisition Corp. and certain shareholders of
Think New Ideas, Inc.
2.3 Acquiror Voting Agreement, dated as of June 24, 1999,
by and among Think New Ideas, Inc. and certain
shareholders of AnswerThink Consulting Group, Inc.
2.4 Stock Option Agreement, dated as of June 24, 1999 by
and between AnswerThink Consulting Group, Inc. and
Think New Ideas, Inc.
99 Joint Press Release of AnswerThink Consulting Group,
Inc. and Think New Ideas, Inc. dated June 25, 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: July 1, 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
Exhibit
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Number 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, dated as of June 24, 1999, by and
among AnswerThink Consulting Group, Inc., Darwin Acquisition
Corp. and certain shareholders of Think New Ideas, Inc.
2.3 Acquiror Voting Agreement, dated as of June 24, 1999, by and
among Think New Ideas, Inc. and certain shareholders of
AnswerThink Consulting Group, Inc.
2.4 Stock Option Agreement, dated as of June 24, 1999 by and
between AnswerThink Consulting Group, Inc. and Think New
Ideas, Inc.
99 Joint Press Release of AnswerThink Consulting Group, Inc. and
Think New Ideas, Inc. dated June 25, 1999.
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