8-K 1 b317310_8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2002 THINKPATH, INC. (Exact name of registrant as specified in its charter) Ontario 1-14813 N/A ---------------------------- ------------------------ ---------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of organization) Identification No.) 55 University Avenue Toronto, Ontario, Canada M5J2H7 --------------------------------------- ---------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (416) 364-8800 Not Applicable -------------------------------------------------------------------------------- (Former name or former address; if changed since last report) 1 ITEM 5. DISPOSITION OF SUBSIDIARY (a) On March 14, 2002, Thinkpath, Inc. ("Thinkpath") sold all of the capital stock of its wholly-owned subsidiary, Njoyn Software Incorporated to Cognicase Inc. ("Cognicase") for aggregate consideration of: (i) (U.S.) $800,000 in cash; (ii) the issuance of (U.S.) $550,000 worth of Cognicase shares of common stock, based on the simple average closing price of Cognicase's common stock ("TSE") on the Toronto Stock Exchange for the 20 trading day period prior to the Closing Date; and (iii) the issuance, three months after the Closing Date, of (U.S.) $100,000 worth of Cognicase shares of common stock based on the simple average closing price of Cognicase's common stock on the TSE for the 20 trading day period prior to issuance. The transaction was negotiated on an arms-length basis. The purchaser, Cognicase, Inc., had no affiliation with Thinkpath or any of its officers or directors. Pursuant to the Agreement, Thinkpath retains the right to utilize the Njoyn technology in its own operations. ITEM 7. EXHIBITS 99.1 Press Release dated March 14, 2002 99.2 Share Purchase Agreement dated as of March 1, 2002 by and among Thinkpath, Inc., Cognicase Inc. and Njoyn Software Inc. 2 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 hereunder duly authorized. THINKPATH, INC. By: /s/ Declan French ----------------------- Declan French Chief Executive Officer March 21, 2002 3