-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKhHyL9qMZu1zwYvcmpNv17Z0pQtCjwMmFFy4oXKKO6w+UwiVvp5LdNODvDrhKd1 fiCc86lXd6d2u2Zneeip+A== 0000928385-99-003458.txt : 19991122 0000928385-99-003458.hdr.sgml : 19991122 ACCESSION NUMBER: 0000928385-99-003458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANSWERTHINK CONSULTING GROUP INC CENTRAL INDEX KEY: 0001057379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 650750100 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-48123 FILM NUMBER: 99760719 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053758005 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: SUITE 3000 CITY: MIAMI STATE: FL ZIP: 33131 8-K 1 FORM 8-K 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. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 0-24343 65-0750100 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305) 375-8005 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. ------------------------------------- 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. ---------------------------------- (a) Financial Statements of Business Acquired. 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
Exhibit No. Exhibit Description ------- ------------------- 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.
* Incorporated by reference to AnswerThink's current report on Form 8-K filed with the SEC on July 1, 1999. 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 ---------------------------------------------- John F. Brennan Executive Vice President, Chief Administrative Officer and Secretary INDEX TO EXHIBITS
Exhibit No. Exhibit Description - ------- ------------------- 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.
* Incorporated by reference to AnswerThink's current report on Form 8-K filed with the SEC on July 1, 1999.
EX-23.1 2 EXHIBIT 23.1 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 EX-99.1 3 EXHIBIT 99.1 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. 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 jbrennan@answerthink.com investors@thinkinc.com - ------------------------
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